EXHIBIT
4-xxx

    
      


       

      
 

       

      
        
          

        

      

       

      MORGAN
STANLEY

       

      AND

      


      THE
BANK OF NEW YORK MELLON, Trustee

      


      


      


      


      


      Form
of Series Z Junior Subordinated Indenture

      


      Dated
as of
[                            ], [20_ _]

      
 

      


      
        
          

        

      

      


      


       

      
        
          

        



      


       

      
 

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      TABLE
OF CONTENTS

       

      
        
          

        



      


      PAGE

      


      


      ARTICLE
1


      DEFINITIONS

      


      
        	
                Section
      1.01.

              	
                Certain
      Terms Defined

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      2

              
	
                SECURITIES

              
	 
      	 
      	 
      
	
                Section
      2.01.

              	
                Forms
      Generally

              	
                9

              
	
                Section
      2.02.

              	
                Form
      of Trustee’s Certificate of Authentication

              	
                10

              
	
                Section
      2.03.

              	
                Amount
      Unlimited; Issuable in Series

              	
                10

              
	
                Section
      2.04.

              	
                Authentication
      and Delivery of Securities

              	
                13

              
	
                Section
      2.05.

              	
                Execution
      of Securities

              	
                16

              
	
                Section
      2.06.

              	
                Certificate
      of Authentication

              	
                17

              
	
                Section
      2.07.

              	
                Denomination
      and Date of Securities; Payments of Interest

              	
                17

              
	
                Section
      2.08.

              	
                Registration,
      Transfer and Exchange

              	
                18

              
	
                Section
      2.09.

              	
                Mutilated,
      Defaced, Destroyed, Lost and Stolen Securities

              	
                21

              
	
                Section
      2.10.

              	
                Cancellation
      of Securities; Destruction Thereof

              	
                22

              
	
                Section
      2.11.

              	
                Temporary
      Securities

              	
                22

              
	
                Section
      2.12.   

              	
                CUSIP
      Numbers

              	
                23

              
	 
      	 
      	
                 
      

              
	
                ARTICLE
      3

              
	
                COVENANTS OF THE ISSUER

              
	 
      	 
      	
                 
      

              
	
                Section
      3.01.

              	
                Payment
      of Principal and Interest

              	
                24

              
	
                Section
      3.02.

              	
                Offices
      for Payments, etc

              	
                24

              
	
                Section
      3.03.

              	
                Appointment
      to Fill a Vacancy in Office of Trustee

              	
                26

              
	
                Section
      3.04.

              	
                Paying
      Agents

              	
                26

              
	
                Section
      3.05.

              	
                Written
      Statement to Trustee

              	
                27

              
	
                Section
      3.06.

              	
                Luxembourg
      Publications

              	
                27

              


      

      


      
        	ARTICLE
      4
	SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
	 	 	 
	Section
      4.01.  
      	
                Issuer to Furnish Trustee
      Information as to Names and Addresses
      of Securityholders

              	
                27

              
	Section
      4.02.  	
                Preservation and Disclosure of
      Securityholders Lists

              	
                27

              
	Section
      4.03.  	
                Reports by the
      Issuer

              	
                28

              
	Section
      4.04.  	
                Reports by the
      Trustee

              	
                28

              


      

       

      
        
          
          

        

        
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                ARTICLE 5

              
	
                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT OF DEFAULT

              
	
                 

              	 
      	 
      
	 
      	 
      	 
      
	
                Section
      5.01.

              	
                Event
      of Default Defined; Acceleration of Maturity; Waiver of Event
      of Default

              	
                28

              
	
                Section
      5.02.

              	
                Collection
      of Indebtedness by Trustee; Trustee May Prove Debt

              	
                31

              
	
                Section
      5.03.

              	
                Applications
      of Proceeds

              	
                33

              
	
                Section
      5.04.

              	
                Suits
      for Enforcement

              	
                34

              
	
                Section
      5.05.

              	
                Restoration
      of Rights on Abandonment of Proceedings

              	
                35

              
	
                Section
      5.06.

              	
                Limitations
      on Suits by Securityholder; Default Defined

              	
                35

              
	
                Section
      5.07.

              	
                Unconditional
      Right of Securityholders to Institute Certain Suits

              	
                36

              
	
                Section
      5.08.

              	
                Powers
      and Remedies Cumulative; Delay or Omission Not Waiver
      of Default; Restoration of Rights and Remedies

              	
                37

              
	
                Section
      5.09.

              	
                Control
      by Holders of Securities

              	
                37

              
	
                Section
      5.10.

              	
                Waiver
      of Past Defaults

              	
                38

              
	
                Section
      5.11. 
      

              	
                Trustee
      to Give Notice of Default, But May Withhold in Certain
      Circumstances

              	
                38

              
	
                Section
      5.12.

              	
                Right
      of Court to Require Filing of Undertaking to Pay Costs

              	
                39

              
	 
      	 
      	 
      
	
                ARTICLE
      6

              
	
                CONCERNING THE TRUSTEE

              
	 
      	 
      	 
      
	
                Section
      6.01.

              	
                Duties
      and Responsibilities of the Trustee; During Default; Prior
      to Default

              	
                40

              
	
                Section
      6.02.

              	
                Certain
      Rights of the Trustee

              	
                41

              
	
                Section
      6.03.

              	
                Trustee
      Not Responsible for Recitals, Disposition of Securities or
      Application of Proceeds Thereof

              	
                42

              
	
                Section
      6.04.

              	
                Trustee
      and Agents May Hold Securities or Coupons; Collections,
      etc

              	
                43

              
	
                Section
      6.05.

              	
                Moneys
      Held by Trustee

              	
                43

              
	
                Section
      6.06.

              	
                Compensation
      and Indemnification of Trustee and Its Prior Claim

              	
                43

              
	
                Section
      6.07.

              	
                Right
      of Trustee to Rely on Officer’s Certificate, etc

              	
                43

              
	
                Section
      6.08.

              	
                Indentures
      Not Creating Potential Conflicting Interests for the Trustee

              	
                44

              
	
                Section
      6.09.

              	
                Persons
      Eligible for Appointment as Trustee

              	
                44

              
	
                Section
      6.10.

              	
                Resignation
      and Removal; Appointment of Successor Trustee

              	
                44

              
	
                Section
      6.11.

              	
                Acceptance
      of Appointment by Successor Trustee

              	
                46

              
	
                Section
      6.12.

              	
                Merger,
      Conversion, Consolidation or Succession to Business of
      Trustee

              	
                47

              
	
                Section
      6.13.

              	
                Preferential
      Collection of Claims Against the Issuer

              	
                48

              
	
                Section
      6.14.

              	
                Appointment
      of Authenticating Agent

              	
                48

              


      

       

      
        
          
          

        

        
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                ARTICLE 7

              
	
                CONCERNING THE SECURITYHOLDERS

              
	 
      	 
      	 
      
	
                Section
      7.01.

              	
                Evidence
      of Action Taken by Securityholders

              	
                49

              
	
                Section
      7.02.

              	
                Proof
      of Execution of Instruments and of Holding of Securities

              	
                49

              
	
                Section
      7.03.

              	
                Holders
      to be Treated as Owners

              	
                51

              
	
                Section
      7.04.

              	
                Securities
      Owned by Issuer Deemed Not Outstanding

              	
                51

              
	
                Section
      7.05.

              	
                Right
      of Revocation of Action Taken

              	
                52

              
	 
      	 
      	 
      
	
                ARTICLE
      8

              
	
                SUPPLEMENTAL INDENTURES

              
	 
      	 
      	 
      
	
                Section
      8.01.

              	
                Supplemental
      Indentures Without Consent of Securityholders

              	
                52

              
	
                Section
      8.02.

              	
                Supplemental
      Indentures With Consent of Securityholders

              	
                54

              
	
                Section
      8.03.

              	
                Effect
      of Supplemental Indenture

              	
                56

              
	
                Section
      8.04.

              	
                Documents
      to be Given to Trustee

              	
                56

              
	
                Section
      8.05.

              	
                Notation
      on Securities in Respect of Supplemental Indentures

              	
                56

              
	
                Section
      8.06.

              	
                Subordination
      Unimpaired

              	
                56

              
	 
      	 
      	 
      
	
                ARTICLE
      9

              
	
                CONSOLIDATION, MERGER, SALE OR CONVEYANCE

              
	 
      	 
      	 
      
	
                Section
      9.01.

              	
                Covenant
      Not to Merge, Consolidate, Sell or Convey Property Except
      Under Certain Conditions

              	
                56

              
	
                Section
      9.02.

              	
                Successor
      Corporation Substituted

              	
                57

              
	
                Section
      9.03.

              	
                Opinion
      of Counsel Delivered to Trustee

              	
                57

              
	 
      	 
      	 
      
	
                ARTICLE
      10

              
	
                SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

              
	 
      	 
      	 
      
	
                Section
      10.01.

              	
                Satisfaction
      and Discharge of Indenture

              	
                58

              
	
                Section
      10.02. 
      

              	
                Application
      by Trustee of Funds Deposited for Payment of Securities

              	
                63

              
	
                Section
      10.03.

              	
                Repayment
      of Moneys Held by Paying Agent

              	
                63

              
	
                Section
      10.04.

              	
                Return
      of Moneys Held by Trustee and Paying Agent Unclaimed
      for Two Years

              	
                63

              
	
                Section
      10.05.

              	
                Indemnity
      for U.S. Government Obligations

              	
                64

              
	 
      	 
      	 
      
	
                ARTICLE
      11

              
	
                MISCELLANEOUS PROVISIONS

              
	 
      	 
      	 
      
	
                Section
      11.01.

              	
                Incorporators,
      Stockholders, Officers and Directors of Issuer Exempt
      from Individual Liability

              	
                64

              
	
                Section
      11.02.

              	
                Provisions
      of Indenture for the Sole Benefit of Parties and Holders
      of Securities and Coupons

              	
                64

              
	
                Section
      11.03.

              	
                Successors
      and Assigns of Issuer Bound by Indenture

              	
                65

              


      

      


      
        
          
          

        

        
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                Section 11.04.  
      

              	
                Notices
      and Demands on Issuer, Trustee and Holders of Securities
      and Coupons

              	
                65

              
	
                Section
      11.05.

              	
                Officer’s
      Certificates and Opinions of Counsel; Statements to be
      Contained Therein

              	
                66

              
	
                Section
      11.06.

              	
                Payments
      Due on Saturdays, Sundays and Holidays

              	
                67

              
	
                Section
      11.07.

              	
                Conflict
      of Any Provision of Indenture with Trust Indenture Act
      of 1939

              	
                67

              
	
                Section
      11.08.

              	
                New
      York Law to Govern

              	
                67

              
	
                Section
      11.09.

              	
                Counterparts

              	
                67

              
	
                Section
      11.10.

              	
                Effect
      of Headings

              	
                67

              
	
                Section
      11.11.

              	
                Securities
      in a Foreign Currency

              	
                67

              
	
                Section
      11.12.

              	
                Judgment
      Currency

              	
                68

              
	
                Section
      11.13.

              	
                Waiver
      of Jury Trial

              	
                68

              
	
                Section
      11.14.

              	
                Force
      Majeure

              	
                69

              
	 
      	 
      	 
      
	
                ARTICLE
      12

              
	
                REDEMPTION OF SECURITIES AND SINKING FUNDS

              
	 
      	 
      	 
      
	
                Section
      12.01.

              	
                Applicability
      of Article

              	
                69

              
	
                Section
      12.02.

              	
                Notice
      of Redemption; Partial Redemptions

              	
                69

              
	
                Section
      12.03.

              	
                Payment
      of Securities Called for Redemption

              	
                71

              
	
                Section
      12.04.

              	
                Exclusion
      of Certain Securities from Eligibility for Selection for
      Redemption

              	
                72

              
	
                Section
      12.05.

              	
                Mandatory
      and Optional Sinking Funds

              	
                72

              
	 
      	
                 
      

              	 
      
	
                ARTICLE
      13

              
	
                SUBORDINATION

              
	 
      	 
      	 
      
	
                Section
      13.01.

              	
                Securities
      and Coupons Subordinated to Senior Indebtedness

              	
                75

              
	
                Section
      13.02.

              	
                Disputes
      with Holders of Certain Senior Indebtedness

              	
                76

              
	
                Section
      13.03.

              	
                Subrogation

              	
                77

              
	
                Section
      13.04.

              	
                Obligation
      of Issuer Unconditional

              	
                77

              
	
                Section
      13.05.

              	
                Payments
      on Securities and Coupons Permitted

              	
                78

              
	
                Section
      13.06.

              	
                Effectuation
      of Subordination by Trustee

              	
                78

              
	
                Section
      13.07.

              	
                Knowledge
      of Trustee

              	
                78

              
	
                Section
      13.08.

              	
                Trustee
      May Hold Senior Indebtedness

              	
                78

              
	
                Section
      13.09.

              	
                Rights
      of Holders of Senior Indebtedness Not Impaired

              	
                78

              
	
                Section
      13.10.

              	
                Article
      Applicable to Paying Agents

              	
                79

              
	
                Section
      13.11.

              	
                Trustee;
      Compensation Not Prejudiced

              	
                79

              


      

      


      
        
          
          

        

        
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      THIS
INDENTURE, dated as of
[                                    
 ], [20_ _] between MORGAN STANLEY, a Delaware corporation (the “Issuer”), and THE BANK OF NEW
YORK MELLON, as trustee (the “Trustee”),

      


      W I T N E
S S E T H :

      


      WHEREAS,
the Issuer has duly authorized the issue from time to time of its junior
subordinated unsecured debentures, notes or other evidences of indebtedness to
be issued in one or more series (the “Securities”) up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

      


      WHEREAS,
the Issuer has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and administration
of the Securities; and

      


      WHEREAS,
all things necessary to make this 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
Securities and of the coupons, if any, appertaining thereto as
follows:

      


      


      ARTICLE
1


      DEFINITIONS

      


      Section
1.01. Certain Terms
Defined. The following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture. All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term “generally accepted accounting principles”
means such accounting principles as are generally accepted at the time of any
computation. The words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      other subdivision. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the
singular.

      


      “1998 Junior Subordinated
Indenture” means the junior subordinated indenture, dated as of March 1,
1998, between Morgan Stanley (formerly known as Morgan Stanley, Dean Witter,
Discover & Co.) and The Bank of New York Mellon, as trustee.

      


      “2004 Junior Subordinated
Indenture” means the junior subordinated indenture, dated as of October
1, 2004, between Morgan Stanley and The Bank of New York Mellon, as
trustee.

      


      “2006 Junior Subordinated
Indenture” means the junior subordinated indenture, dated as of October
12, 2006 between Morgan Stanley and The Bank of New York Mellon, as
trustee.

      


      “Additional Interest” means
compounded interest arising on any deferred interest payments, as defined in any
series of Securities.

      


      “Additional Sums” has the
meaning specified in Section 2.03(r) of this Indenture.

      


      “Authenticating Agent” shall
have the meaning set forth in Section 6.14.

      


      “Authorized Newspaper” means a
newspaper (which, in the case of The City of New York, will, if practicable, be
The Wall Street Journal (Eastern Edition), in the case of the United Kingdom,
will, if practicable, be the Financial Times (London Edition) and, in the case
of Luxembourg, will, if practicable, be the Luxemburger Wort) published in an
official language of the country of publication customarily published at least
once a day for at least five days in each calendar week and of general
circulation in The City of New York, the United Kingdom or in Luxembourg, as
applicable. If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

      


      “Board of Directors” means
either the Board of Directors of the Issuer or any committee of such Board duly
authorized to act on its behalf.

      


      “Board Resolution” means a copy
of one or more resolutions, certified by the secretary or an assistant secretary
of the Issuer to have been duly adopted or consented to by the Board of
Directors and to be in full force and effect, and delivered to the
Trustee.

      


      “Business Day” means, with
respect to any Security, unless otherwise specified pursuant to Section 2.03, a
day that in the city (or in any of the cities, if

       

      
        
          
          

        

        
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      more than one) in which amounts are payable, as specified in the form
of such Security, is not a day on which banking institutions are authorized or
required by law or regulation to close.

      


      “Capital Securities” means,
with respect to a Morgan Stanley Capital Trust, the undivided beneficial
interests in the assets of such trust that rank pari passu with the Common
Securities issued by such trust; provided, that upon the occurrence of an Event
of Default with respect to the Securities held by such trust, the rights of
holders of such Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of such Capital Securities.

      


      “Capital Securities Guarantee”
means, with respect to a Morgan Stanley Capital Trust, any Guarantee that the
Guarantor enters into with The Bank of New York Mellon or any other Person that
operates directly or indirectly for the benefit of holders of the Capital
Securities of such trust.

      


      “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, or if at any time after the execution
and delivery of this Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.

      


      “Common Securities” means, with
respect to a Morgan Stanley Capital Trust, the undivided beneficial interests in
the assets of such trust that rank pari passu with the Capital
Securities issued by such trust; provided, that upon the occurrence of an Event
of Default with respect to the Securities held by such trust, the rights of
holders of such Common Securities to payment in respect to distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of such Capital Securities.

      


      “Common Securities Guarantee”
means, with respect to a Morgan Stanley Capital Trust, any Guarantee that the
Guarantor enters into with any Person that operates directly or indirectly for
the benefit of holders of the Common Securities of such trust.

      


      “Corporate Trust Office” means
the office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be principally administered, which office is, at
the date as of which this Indenture is dated, located at 101 Barclay Street,
Floor 8 West, New York, New York 10286, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Issuer, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the
Issuer).

      


      “Coupon” means any interest
coupon appertaining to a Security.

       

      
        
          
          

        

        
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      “covenant
defeasance” shall have the meaning set forth in Section
10.01(c).

      


      “Default” shall have the
meaning set forth in Section 5.06.

      


      “Depositary” means, with
respect to the Securities of any series issuable or issued in the form of one or
more Registered Global Securities, the Person designated as Depositary by the
Issuer pursuant to Section 2.03 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Registered Global Securities of that
series.

      


      “Direct Action” means a legal
proceeding instituted by a holder of the Capital Securities of a Morgan Stanley
Capital Trust directly against the Issuer for the enforcement of payment to such
holder of any amounts payable in respect of the Securities held by such trust
having a principal amount equal to the aggregate liquidation amount of the
Capital Securities held by such holder, if an Event of Default or a Default
attributable to the failure of the Issuer to pay any amounts payable in respect
of such Securities on the date such amounts are otherwise payable (in accordance
with the terms hereof and thereof) has occurred and is continuing.

      


      “Dollar” means the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

      


      “Event of Default” means any
event or condition specified as such in Section 5.01.

      


      “Existing Morgan Stanley
Trusts” means, collectively, Morgan Stanley Capital Trust III, Morgan
Stanley Capital Trust IV, Morgan Stanley Capital Trust V, Morgan Stanley Capital
Trust VI, Morgan Stanley Capital Trust VII, Morgan Stanley Capital Trust VIII
[add additional Morgan Stanley Trusts, if then existing].

      


      “Foreign Currency” means a
currency issued by the government of a country other than the United States (or
any currency unit comprised of any such currencies).

      


      “Guarantor” means the Issuer in
its capacity as guarantor under any Trust Securities Guarantee.

      


      “Holder”, “Holder of Securities”, “ Securityholder” or other
similar terms mean (a) in the case of any Registered Security, the Person in
whose name such Security is registered in the security register kept by the
Issuer for that

       

      
        
          
          

        

        
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      purpose in accordance with the terms hereof, and (b) in the case of
any Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be.

      


      “Indenture” means this
instrument as originally executed and delivered or, if amended or supplemented
as herein provided, as so amended or supplemented or both, and shall include the
forms and terms of particular series of Securities established as contemplated
hereunder.

      


      “Interest” means, when used
with respect to non-interest bearing Securities, interest payable after
maturity.

      


      “Issuer” means (except as
otherwise provided in Article 6) Morgan Stanley, a Delaware corporation, and,
subject to Article 9, its successors and assigns.

      


      “Issuer Order” means a written
statement, request or order of the Issuer signed in its name by any one of the
following: the Chairman of the Board, the President, the Chief Financial
Officer, the Chief Strategic and Administrative Officer, the Chief Legal
Officer, the Treasurer, any Assistant Treasurer or any other person authorized
by the Board of Directors to execute any such written statement, request or
order.

      


      “Judgment Currency” shall have
the meaning set forth in Section 11.12.

      


      “Morgan Stanley Capital Trust”
means a Morgan Stanley Capital Trust, a Delaware statutory business trust, or
any permitted successor thereto, or any substantially similar Delaware statutory
business trust sponsored by the Issuer.

      


      “Officer’s Certificate” means a
certificate (i) signed by any one of the following: the Chairman of the Board,
the President, the Chief Financial Officer, the Chief Strategic and
Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant
Treasurer or any other person authorized by the Board of Directors to execute
any such certificate and (ii) delivered to the Trustee. Each such certificate
shall comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 11.05.

      


      “Opinion of Counsel” means an
opinion in writing signed by the Chief Legal Officer of the Issuer, or by such
other legal counsel who may be an employee of or counsel to the Issuer and who
shall be satisfactory to the Trustee. Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 11.05.

      


      “original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of such Security
or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or
substitution.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Original Issue
Discount Security” means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.01.

      


      “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, except

      


      (a)           Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

      


      (b)           Securities,
or portions thereof, for the payment or redemption of which moneys or U.S.
Government Obligations (as provided for in Section 10.01) in the necessary
amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Issuer) or shall have been set aside, segregated and held
in trust by the Issuer for the Holders of such Securities (if the Issuer shall
act as its own paying agent), provided that if such
Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

      


      (c)           Securities
which shall have been paid or in substitution for which other Securities shall
have been authenticated and delivered 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).

      


      In
determining whether the Holders of the requisite principal amount of Outstanding
Securities of any or all series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.01.

      


      “Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of
which Securities, including, without limitation, the rate or rates of interest,
if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Issuer or
its agents upon the issuance of such Securities.

      


      “Person” means any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

      


      “principal” whenever used with
reference to the Securities or any Security or any portion thereof, shall be
deemed to include “and premium, if any”.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “record
date” shall have the meaning set forth in Section 2.07.

      


      “Redemption Notice Period”
shall have the meaning set forth in Section 12.02.

      


      “Registered Global Security”,
means a Security evidencing all or a part of a series of Registered Securities,
issued to the Depositary for such series in accordance with Section 2.04, and
bearing the legend prescribed in Section 2.04.

      


      “Registered Security” means any
Security registered on the Security register of the Issuer.

      


      “Required Currency” shall have
the meaning set forth in Section 11.12.

      


      “Responsible Officer” when used
with respect to the Trustee means any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

      


      “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.

      


      “Senior Indentures” means (i)
an Indenture dated June 15, 1988, between Morgan Stanley (formerly known as
Morgan Stanley Group Inc.) and JPMorgan Chase Bank (formerly known as Chemical
Bank), Trustee, as the same may be amended from time to time, (ii) an Indenture
between Morgan Stanley (formerly known as Dean Witter, Discover & Co.) and
The First National Bank of Chicago, as trustee, dated as of February 24, 1993,
as the same may be amended from time to time, (iii) an Amended and Restated
Senior Indenture between Morgan Stanley (formerly known as Morgan Stanley Dean
Witter & Co.) and The Bank of New York Mellon (as successor to JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank)), as trustee, dated as
of May 1, 1999, as supplemented by a First Supplemental Senior Indenture dated
as of September 15, 2000, a Second Supplemental Senior Indenture dated as of
October 8, 2002, a Third Supplemental Senior Indenture dated as of August 29,
2003 and a Fourth Supplemental Indenture dated as of October 8, 2007, as the
same may be further amended from time to time, (iv) a Senior Indenture dated as
of May 15, 1999, between Morgan Stanley (formerly known as Morgan Stanley Dean
Witter & Co.) and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), Trustee, as the same may be amended from time to time, and (v) a 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)), as
trustee, dated

       

      
        
          
          

        

        
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      as of November 1, 2004, as supplemented by a First Supplemental
Senior Indenture dated as of September 4, 2007, a Second Supplemental Senior
Indenture dated as of January 4, 2008, a Third Supplemental Senior Indenture
dated as of September 10, 2008 and a Fourth Supplemental Senior Indenture dated
December 1, 2008, as the same may be further amended from time to
time.

      


      “Senior Indebtedness” means (i)
obligations (other than non-recourse obligations, the Securities or any other
obligations specifically designated as being subordinate in right of payment to
Senior Indebtedness) of, or guaranteed or assumed by, the Issuer for borrowed
money or evidenced by bonds, debentures, notes or similar instruments, including
obligations with respect to securities issued under the Issuer’s Senior
Indentures, Senior Subordinated Indentures, 1998 Junior Subordinated Indenture,
2004 Junior Subordinated Indenture or the 2006 Junior Subordinated Indenture,
and amendments, renewals, extensions, modifications and refundings of any of
such indebtedness or of such obligations, (ii) capitalized lease obligations of
the Issuer, (iii) obligations of the Issuer issued or assumed as the deferred
purchase price of property, (iv) obligations, contingent or otherwise, of the
Issuer in respect of any letters of credit, bankers acceptance, security
purchase facilities or similar credit transactions, (v) obligations of the
Issuer in respect of interest rate, foreign exchange rate and commodity forward
contracts, options and swaps and similar arrangements, (vi) certain guarantees
by the Issuer of capital securities issued by the Existing Morgan Stanley Trusts
and (vii) all obligations of the type referred to in clauses (i) through (vi) of
other Persons which the Issuer has guaranteed or is responsible or liable for as
obligor or otherwise; subject to, if provided in the supplemental indenture
under which a series of Securities is issued or in the form of Security for such
series, any modifications to this definition of Senior Indebtedness, including
additional obligations that the Issuer may determine to include within this
definition and obligations that may be excluded from this definition, pursuant
to Section 2.3 hereof.

      


      “Senior Subordinated
Indentures” means (i) an Amended and Restated Subordinated Indenture
between Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.)
and The Bank of New York Mellon (as successor to J.P. Morgan Trust Company,
National Association, as successor to The First National Bank of Chicago), as
trustee, dated as of May 1, 1999, as the same may be amended from time to time,
and (ii) a Subordinated Indenture, dated as of October 1, 2004, between Morgan
Stanley and The Bank of New York Mellon (as successor to J.P. Morgan Trust
Company, National Association), as trustee, as the same may be amended from time
to time.

      


      “Trust Agreement” means, with
respect to a Morgan Stanley Capital Trust, the Amended and Restated Trust
Agreement of such trust.

      


      “Trust Indenture Act of 1939”
means the Trust Indenture Act of 1939.

       

      
        
          
          

        

        
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      “Trustee”
means the Person identified as “Trustee” in the first
paragraph hereof and, subject to the provisions of Article 6, shall also include
any successor trustee. “Trustee” shall also mean or
include each Person who is then a trustee hereunder and if at any time there is
more than one such Person, “Trustee” as used with respect
to the Securities of any series shall mean the trustee with respect to the
Securities of such series.

      


      “Trust Securities” means, with
respect to a Morgan Stanley Capital Trust, the Common Securities and the Capital
Securities issued by such trust.

      


      “Trust Securities Guarantee”
means, with respect to a Morgan Stanley Capital Trust, the Common Securities
Guarantee and the Capital Securities Guarantee covering the Common Securities
and the Capital Securities, respectively, of such trust.

      


      “Unregistered Security” means
any Security other than a Registered Security.

      


      “U.S. Government Obligations”
shall have the meaning set forth in Section 10.01(a).

      


      “Yield to Maturity” means the
yield to maturity on a series of securities, calculated at the time of issuance
of such series, or, if applicable, at the most recent redetermination of
interest on such series, and calculated in accordance with accepted financial
practice.

      


      


      ARTICLE
2

      SECURITIES

      


      Section
2.01. Forms Generally.
The Securities of each series and the Coupons, if any, to be attached thereto
shall be substantially in such form (not inconsistent with this Indenture) as
shall be established by or pursuant to one or more Board Resolutions (as set
forth in a Board Resolution or, to the extent established pursuant to rather
than set forth in a Board Resolution, an Officer’s Certificate detailing such
establishment) or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have imprinted or
otherwise reproduced thereon such legend or legends or endorsements, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of such Securities and Coupons.

      


      The
definitive Securities and Coupons, if any, shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any

       

      
        
          
          

        

        
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      other manner, all as determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons, if any.

      


      Section
2.02. Form of Trustee’s
Certificate of Authentication. The Trustee’s certificate of
authentication on all Securities shall be in substantially the following
form:

      


      “This is
one of the Securities referred to in the within-mentioned Series Z Junior
Subordinated Indenture.

       

      
        	 	 	 	 	 
	 	 	 	 	as Trustee	 
	 	 	 	 	 	 
	Dated: 	 	 	By:	 	 
	 	 	 	 	
                Authorized
      Signatory

              	 


      

       

      If at any
time there shall be an Authenticating Agent appointed with respect to any series
of Securities, then the Trustee’s Certificate of Authentication to be borne by
the Securities of each such series shall be substantially as
follows:

      


      “This is
one of the Securities referred to in the within-mentioned Series Z Junior
Subordinated Indenture.

       

      
        
          	 	 	 	 	 
	 	 	 	 	as Authenticating
      Agent	 
	 	 	 	 	 	 
	Dated: 	 	 	By:	 	 
	 	 	 	 	
                  Authorized
      Signatory

                	 


        

        
        

      

       

      Section
2.03. Amount Unlimited;
Issuable in Series. The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is
unlimited.

      


      The
Securities may be issued in one or more series and the Securities of each such
series shall rank equally and pari passu with the Securities of each other
series, but all Securities issued hereunder shall be subordinate and junior in
right of payment, to the extent and in the manner set forth in Article 13, to
all Senior Indebtedness of the Issuer. There shall be established in or pursuant
to one or more Board Resolutions (and, to the extent established pursuant to
rather than set forth in a Board Resolution, in an Officer’s Certificate
detailing such establishment) or established in one or more indentures
supplemental hereto, prior to the initial issuance of Securities of any
series,

       

      
        
          
          

        

        
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      (a)          the
designation of the Securities of the series, which shall distinguish the
Securities of the series from the Securities of all other
series;

      


      (b)          any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.08,
2.09, 2.11, 8.05 or 12.03);

      


      (c)          if
other than Dollars, the coin or currency in which the Securities of that series
are denominated (including, but not limited to, any Foreign
Currency);

      


      (d)          the
date or dates on which the principal of the Securities of the series is payable
and any provisions for the advancement of any such date;

      


      (e)          the
rate or rates at which the Securities of the series shall bear interest, if any,
the rate or rates and extent to which Additional Interest, if any, shall be
payable in respect of any Securities of such series, the date or dates from
which such interest shall accrue, on which such interest shall be payable and
(in the case of Registered Securities) on which a record shall be taken for the
determination of Holders to whom interest is payable and/or the method by which
such rate or rates or date or dates shall be determined;

      


      (f)          the
place or places where the principal of and any interest on Securities of the
series shall be payable (if other than as provided in Section 3.02), the place
or places where the Securities of the series may be presented for registration
of transfer or exchange and the place or places where notices and demands to or
upon the Issuer in respect of the Securities of the series may be
made;

      


      (g)          any
provisions relating to the deferral of interest payments on the Securities of
the series at the option of the Issuer or otherwise, including the duration of
any such deferral or extension period and the maximum period during which
interest payments may be deferred or extended;

      


      (h)          the
right, if any, of the Issuer to redeem Securities of the series, in whole or in
part, at its option and the period or periods within which, the price or prices
at which and any terms and conditions, including the Redemption Notice Period,
upon which Securities of the series may be so redeemed, pursuant to any sinking
fund or otherwise;

      


      (i)  
        the obligation, if any, of the
Issuer to redeem, purchase or repay Securities of the series pursuant to any
mandatory redemption, sinking fund or analogous provisions or at the option of a
Holder thereof and the price or prices at which, the period or periods within
which and any terms and conditions upon which Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation;

      


      
        
          
          

        

        
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      (j)           any
securities exchange or quotation system on which the Securities of the series
may be listed or quoted, as applicable;

      


      (k)          if
other than denominations of $25 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable;

      


      (l)           if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof;

      


      (m)         if
other than the coin or currency in which the Securities of that series are
denominated, the coin or currency in which payment of the principal of or
interest on the Securities of such series shall be payable;

      


      (n)          if
the Securities of a series may be converted into or exchanged for stock or other
securities of the Issuer or other entities, the terms upon which such series may
be converted or exchanged, any specific terms relating to the adjustment thereof
and the period during which such Securities may be so converted or
exchanged;

      


      (o)          if
the principal of or interest on the Securities of such series are to be payable,
at the election of the Issuer or a Holder thereof, in a coin or currency other
than that in which the Securities are denominated, the period or periods within
which, and the terms and conditions upon which, such election may be
made;

      


      (p)          if
the amount of payments of principal of and interest on the Securities of the
series may be determined with reference to an index based on a coin or currency
other than that in which the Securities of the series are denominated, the
manner in which such amounts shall be determined;

      


      (q)          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) or
Unregistered Securities (with or without Coupons), or any combination of the
foregoing, any restrictions applicable to the offer, sale or delivery of
Unregistered 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;

      


      (r)          whether
and under what circumstances the Issuer will pay any additional amounts (“Additional Sums”) on the
Securities of the series held by a person who is not a U.S. person or held in a
Morgan Stanley Capital Trust in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Issuer will have the option
to redeem such Securities rather than pay such Additional Sums;

      


      
        
          
          

        

        
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      (s)          if
the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series)
only upon receipt of certain certificates or other documents or satisfaction of
other conditions, the form and terms of such certificates, documents or
conditions;

      


      (t)          any
trustees, depositaries, authenticating or paying agents, transfer agents or
registrars or any other agents with respect to the Securities of such
series;

      


      (u)          any
additions, modifications or deletions in the Defaults, Events of Default or
covenants of the Issuer set forth herein with respect to the Securities of such
series;

      


      (v)          any
modifications, including additions to or exclusions from, the definition of
Senior Indebtedness; and

       

      (w)        
any
other terms of the series.

      


      All
Securities of any one series and Coupons, if any, appertaining thereto, shall be
substantially identical, except in the case of Registered Securities as to
denomination and except as may otherwise be provided by or pursuant to the Board
Resolution or Officer’s Certificate referred to above or as set forth in any
such indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and may be issued from time to time, consistent with the
terms of this Indenture, if so provided by or pursuant to such Board Resolution,
such Officer’s Certificate or in any such indenture supplemental
hereto.

      


      Section
2.04. Authentication and
Delivery of Securities. 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, 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. The maturity date, original issue date, interest
rate and any other terms of the Securities of such series and Coupons, if any,
appertaining thereto (including Redemption Notice Periods) shall be determined
by or pursuant to such Issuer Order and procedures. If provided for in such
procedures, such Issuer Order may authorize authentication and delivery pursuant
to oral instructions from the Issuer or its duly authorized agent, which
instructions shall be promptly confirmed in writing. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive (in the
case of subparagraphs (b), (c) and (d) below only at or before the time of the
first request of the Issuer to the Trustee to authenticate Securities of
such

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      series) and (subject to Section 6.01) shall be fully protected in
relying upon, unless and until such documents have been superceded or
revoked:

      


      (a)          an
Issuer Order requesting such authentication and setting forth delivery
instructions if the Securities and Coupons, if any, are not to be delivered to
the Issuer, provided that, with respect to Securities of a series subject to a
Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the
Trustee prior to the delivery to the Trustee of such Securities for
authentication and delivery, (ii) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, pursuant to an Issuer Order or pursuant to procedures acceptable to
the Trustee as may be specified from time to time by an Issuer Order, (iii) the
maturity date or dates, original issue date or dates, interest rate or rates and
any other terms of Securities of such series (including Redemption Notice
Periods) shall be determined by an Issuer Order or pursuant to such procedures
and (iv) if provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Issuer or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing;

      


      (b)          any
Board Resolution, Officer’s Certificate and/or executed supplemental indenture
referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and
terms of the Securities and Coupons, if any, were established;

      


      (c)          an
Officer’s Certificate setting forth the form or forms and terms of the
Securities and Coupons, if any, stating that the form or forms and terms of the
Securities and Coupons, if any, have been established pursuant to Sections 2.01
and 2.03 and comply with this Indenture, and covering such other matters as the
Trustee may reasonably request; and

      


      (d)          at
the option of the Issuer, either an Opinion of Counsel, or a letter addressed to
the Trustee permitting it to rely on an Opinion of Counsel, substantially to the
effect that:

      


      (i)         the
forms of the Securities and Coupons, if any, have been duly authorized and
established in conformity with the provisions of this Indenture;

      


      (ii)        in
the case of an underwritten offering, the terms of the Securities have been duly
authorized and established in conformity with the provisions of this Indenture,
and, in the case of an offering that is not underwritten, certain terms of the
Securities have been established pursuant to a Board Resolution, an Officer’s
Certificate or a supplemental indenture in accordance with this Indenture, and
when such other terms as are to be established pursuant to procedures set forth
in an Issuer Order shall have been established, all such terms will have been
duly authorized

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      by the Issuer and will have been established in conformity with the
provisions of this Indenture;

      


      (iii)       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 delivered to and duly paid for by the purchasers thereof, they will have
been duly issued under this Indenture and will be valid and legally binding
obligations of the Issuer, enforceable in accordance with their respective
terms, and will be entitled to the benefits of this Indenture; and

      


      (iv)       the
execution and delivery by the Issuer of, and the performance by the Issuer of
its obligations under, the Securities and Coupons, if any, will not contravene
any provision of applicable law or the certificate of incorporation or by-laws
of the Issuer or any agreement or other instrument binding upon the Issuer or
any of its subsidiaries that is material to the Issuer and its subsidiaries,
considered as one enterprise, or, to the best of such counsel’s knowledge, any
judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Issuer or any subsidiary, and no consent, approval or
authorization of any governmental body or agency is required for the performance
by the Issuer of its obligations under the Securities and Coupons, if any,
except such as are specified and have been obtained and such as may be required
by the securities or blue sky laws of the various states in connection with the
offer and sale of the Securities and Coupons, if any.

      


      In
rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of New York and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes he and the Trustee are entitled so to rely. Such counsel may
also state that, insofar as such opinion involves factual matters, he has
relied, to the extent he deems proper, upon certificates of officers of the
Issuer and its subsidiaries and certificates of public officials.

      


      The
Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders or

       

      
        
          
          

        

        
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      would affect the Trustee’s own rights, duties or immunities under
the Securities, this Indenture or otherwise.

      


      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 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.”

      


      Each
Depositary designated pursuant to Section 2.03 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

      


      Section
2.05. Execution of
Securities. The Securities and, if applicable, each Coupon appertaining
thereto shall be signed on behalf of the Issuer by one of the following: the
Chairman of the Board, the President, the Chief Financial Officer, the Chief
Strategic and Administrative Officer, the Chief Legal Officer, the Treasurer,
any Assistant Treasurer or any other person authorized by the Board of Directors
to execute Securities or, if applicable, Coupons, which Securities or Coupons
may, but need not, be attested. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. Minor errors or defects
in any such reproduction of any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

      


      In case
any officer of the Issuer who shall have signed any of the Securities or
Coupons, if any, shall cease to be such officer before the Security or Coupon so
signed (or the Security to which the Coupon so signed appertains) shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security or Coupon nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Security or Coupon had not ceased to be
such officer of the Issuer; and any Security or Coupon may be signed on behalf
of the Issuer by such persons as, at the actual date of the execution of such
Security or Coupon, shall be the proper officers of the Issuer, although at
the

       

      
        
          
          

        

        
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      date of the execution and delivery of this Indenture any such person
was not such an officer.

      


      Section
2.06. Certificate of
Authentication. Only such Securities as shall bear thereon a certificate
of authentication substantially in the form hereinbefore recited, executed by
the Trustee by the manual signature of one of its authorized officers, 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. The execution of such certificate by the Trustee upon any Security
executed by the Issuer shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.

      


      Section
2.07.  Denomination
and Date of Securities; Payments of Interest. The
Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.03 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

      


      Each
Registered Security shall be dated the date of its authentication. Each
Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section 2.03.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established as contemplated by
Section 2.03.

      


      The Person
in whose name any Registered Security of any series is registered at the close
of business on any record date applicable to a particular series with respect to
any interest payment date for such series shall be entitled to receive the
interest, if any, payable on such interest payment date notwithstanding any
transfer or exchange of such Registered Security subsequent to the record date
and prior to such interest payment date, except if and to the extent the Issuer
shall default in the payment of the interest due on such interest payment date
for such series, in which case such defaulted interest shall be paid to the
Persons in whose names Outstanding Registered Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of Registered Securities not less than 15 days preceding such
subsequent record date. The term “record date” as used with
respect to any interest payment date (except

       

      
        
          
          

        

        
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      a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Registered
Securities of such series established as contemplated by Section 2.03, or, if no
such date is so established, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business
Day.

      


      Section
2.08. Registration, Transfer
and Exchange. The Issuer will keep at each office or agency to be
maintained for the purpose as provided in Section 3.02 for each series of
Securities a register or registers in which, subject to such reasonable
regulations as it may prescribe, it will provide for the registration of
Registered Securities of such series and the registration of transfer of
Registered Securities of such series. Such register shall be in written form in
the English language or in any other form capable of being converted into such
form within a reasonable time. At all reasonable times such register or
registers shall be open for inspection by the Trustee.

      


      Upon due
presentation for registration of transfer of any Registered Security of any
series at any such office or agency to be maintained for the purpose as provided
in Section 3.02, the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Registered Security
or Registered Securities of the same series, maturity date, interest rate and
original issue date in authorized denominations for a like aggregate principal
amount.

      


      Unregistered
Securities (except for any temporary global Unregistered Securities) and Coupons
(except for Coupons attached to any temporary global Unregistered Securities)
shall be transferable by delivery.

      


      At the
option of the Holder thereof, Registered Securities of any series (other than a
Registered Global Security, except as set forth below) may be exchanged for a
Registered Security or Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Registered Securities to be exchanged at the agency of the Issuer that shall be
maintained for such purpose in accordance with Section 3.02 and upon payment, if
the Issuer shall so require, of the charges hereinafter provided. If the
Securities of any series are issued in both registered and unregistered form,
except as otherwise specified pursuant to Section 2.03, at the option of the
Holder thereof, Unregistered Securities of any series may be exchanged for
Registered Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Unregistered Securities
to be exchanged at the agency of the Issuer that shall be maintained for such
purpose in accordance with Section 3.02, with, in the case of Unregistered
Securities that have Coupons attached, all unmatured Coupons and all matured
Coupons in default thereto appertaining, and upon payment, if the Issuer shall
so require, of the charges hereinafter provided. At the option of
the

       

      
        
          
          

        

        
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      Holder thereof, if Unregistered Securities of any series, maturity
date, interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise specified pursuant to Section 2.03,
such Unregistered Securities may be exchanged for Unregistered Securities of
such series having authorized denominations and an equal aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.02 or as specified pursuant to Section 2.03 with, in the case of
Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Unless otherwise
specified pursuant to Section 2.03, Registered Securities of any series may not
be exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities and Coupons surrendered upon any exchange or
transfer provided for in this Indenture shall be promptly cancelled and disposed
of by the Trustee and the Trustee will deliver a certificate of disposition
thereof to the Issuer.

      


      All
Registered Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by the
Holder or his attorney duly authorized in writing.

      


      The Issuer
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any exchange or registration of
transfer of Securities. No service charge shall be made for any such
transaction.

      


      The Issuer
shall not be required to exchange or register a transfer of (a) any Securities
of any series for a period of 15 days next preceding the first mailing of notice
of redemption of Securities of such series to be redeemed or (b) any Securities
selected, called or being called for redemption, in whole or in part, except, in
the case of any Security to be redeemed in part, the portion thereof not so to
be redeemed.

      


      Notwithstanding
any other provision of this Section 2.08, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Registered
Global Security representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such series or a nominee of such successor
Depositary.

       

      
        
          
          

        

        
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      If at any time the Depositary for any Registered Securities of a
series represented by one or more Registered Global Securities notifies the
Issuer that it is unwilling or unable to continue as Depositary for such
Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.04, the Issuer shall
appoint a successor Depositary eligible under Section 2.04 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.04 for
such Registered Securities is not appointed by the Issuer within 90 days after
the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer’s election pursuant to Section 2.03 that such Registered Securities be
represented by one or more Registered Global Securities shall no longer be
effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer’s Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities in exchange for such Registered Global Security or
Securities.

      


      The Issuer
may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Registered Global
Securities shall no longer be represented by a Registered Global Security or
Securities. In such event the Issuer will execute, and the Trustee, upon receipt
of an Officer’s Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities, in exchange for such Registered Global Security or
Securities.

      


      If
specified by the Issuer pursuant to Section 2.03 with respect to Securities
represented by a Registered Global Security, the Depositary for such Registered
Global Security may surrender such Registered Global Security in exchange in
whole or in part for Securities of the same series in definitive registered form
on such terms as are acceptable to the Issuer and such Depositary. Thereupon,
the Issuer shall execute, and the Trustee shall authenticate and deliver,
without service charge,

      


      (a)          to
the Person specified by such Depositary a new Registered Security or Securities
of the same series, of any authorized denominations as requested by such Person,
in an aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Registered Global Security; and

      


      (b)          to
such Depositary a new Registered Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Registered
Global Security and the aggregate principal amount of Registered Securities
authenticated and delivered pursuant to clause (a) above.

       

      
        
          
          

        

        
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      Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of the
Issuer or the Trustee. Securities in definitive registered form without coupons
issued in exchange for a Registered Global Security pursuant to this Section
2.08 shall be registered in such names and in such authorized denominations as
the Depositary for such Registered Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

      


      All
Securities issued upon any transfer or exchange of Securities shall be valid
obligations of the Issuer, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such transfer
or exchange.

      


      Notwithstanding
anything herein or in the terms of any series of Securities to the contrary,
none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any
of which, other than the Issuer, shall rely on an Officer’s Certificate and an
Opinion of Counsel) shall be required to exchange any Unregistered Security for
a Registered Security if such exchange would result in adverse Federal income
tax consequences to the Issuer (such as, for example, the inability of the
Issuer to deduct from its income, as computed for Federal income tax purposes,
the interest payable on the Unregistered Securities) under then applicable
United States Federal income tax laws.

      


      Section
2.09.  Mutilated,
Defaced, Destroyed, Lost and Stolen Securities. 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 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. In every case the applicant for a
substitute Security or Coupon shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security or Coupon and of the ownership
thereof and in the case of mutilation or defacement shall surrender the Security
and related Coupons to the Trustee or such agent.

       

      
        
          
          

        

        
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      Upon the issuance of any substitute Security or Coupon, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or its agent) connected
therewith. In case any Security or Coupon which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a
substitute Security, pay or authorize the payment of the same or the relevant
Coupon (without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof.

      


      Every
substitute Security or Coupon of any series issued pursuant to the provisions of
this Section by virtue of the fact that any such Security or Coupon is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon
shall be at any time enforceable by anyone and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth in)
this Indenture equally and proportionately with any and all other Securities or
Coupons of such series duly authenticated and delivered hereunder. All
Securities and Coupons shall be held and owned upon the express condition that,
to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced or destroyed, lost
or stolen Securities and Coupons and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.

      


      Section
2.10. Cancellation of
Securities; Destruction Thereof. All Securities and Coupons surrendered
for payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund, if surrendered to
the Issuer or any agent of the Issuer or the Trustee or any agent of the
Trustee, shall be delivered to the Trustee or its agent for cancellation or, if
surrendered to the Trustee, shall be cancelled by it; and no Securities or
Coupons shall be issued in lieu thereof except as expressly permitted by any of
the provisions of this Indenture. The Trustee or its agent shall return such
cancelled Securities and Coupons held by it to the Issuer. If the Issuer or its
agent shall acquire any of the Securities or Coupons, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities or Coupons unless and until the same are delivered to the Trustee or
its agent for cancellation.

      


      Section
2.11. Temporary
Securities. Pending the preparation of definitive Securities for any
series, the Issuer may execute and the Trustee shall authenticate

       

      
        
          
          

        

        
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      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 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 and
be authenticated by the Trustee 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 Section 2.03, and the Trustee
shall authenticate and deliver 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).

      


      Section
2.12. CUSIP Numbers.
The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally
in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the “CUSIP” numbers.

       

      
        
          
          

        

        
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      ARTICLE 3


      COVENANTS OF THE ISSUER

      


      Section
3.01. Payment of Principal and
Interest. The Issuer covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest on, each of the Securities of such series (together
with any additional amounts payable pursuant to the terms of such Securities) at
the place or places, at the respective times and in the manner provided in such
Securities and in the Coupons, if any, appertaining thereto and in this
Indenture. The interest on Securities with Coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If any
temporary Unregistered Security provides that interest thereon may be paid while
such Security is in temporary form, the interest on any such temporary
Unregistered Security (together with any additional amounts payable pursuant to
the terms of such Security) shall be paid, as to the installments of interest
evidenced by Coupons attached thereto, if any, only upon presentation and
surrender thereof, and, as to the other installments of interest, if any, only
upon presentation of such Securities for notation thereon of the payment of such
interest, in each case subject to any restrictions that may be established
pursuant to Section 2.03. The interest on Registered Securities (together with
any additional amounts payable pursuant to the terms of such Securities) shall
be payable only to or upon the written order of the Holders thereof and, at the
option of the Issuer, may be paid by wire transfer or by mailing checks for such
interest payable to or upon the written order of such Holders at their last
addresses as they appear on the registry books of the Issuer; provided, however, that, if
the Securities of such series are held by a Morgan Stanley Capital Trust or a
trustee of such trust and a holder of a Capital Security of such trust brings a
successful Direct Action with respect to any interest payable on such
Securities, such interest will be payable directly to such holder. In such
event, the Issuer will have the right to set-off such payment to such holder
against its obligation to pay interest on such Securities to such Morgan Stanley
Capital Trust.

      


      Section
3.02. Offices for Payments,
etc. So long as any Registered Securities are authorized for issuance
pursuant to this Indenture or are outstanding hereunder, the Issuer will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Registered Securities of each series may be presented for payment,
where the Securities of each series may be presented for exchange as is provided
in this Indenture and, if applicable, pursuant to Section 2.03 and where the
Registered Securities of each series may be presented for registration of
transfer as in this Indenture provided.

      


      The Issuer
initially appoints the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, as its agency for the foregoing purposes. The
Issuer may subsequently appoint a different office or agency of the Issuer in
the Borough of Manhattan, The City of New York. The Issuer further

       

      
        
          
          

        

        
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      initially appoints the Trustee at said Corporate Trust Office as
Security registrar for each series of Securities. The Issuer will have the right
to remove and replace from time to time the Security registrar for any series of
Securities; provided that no such removal or replacement will be effective until
a successor Security registrar with respect to such series of Securities has
been appointed by the Issuer and has accepted such appointment.

      


      The Issuer
will maintain one or more offices or agencies in a city or cities located
outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of such series are listed) where the Unregistered Securities, if any,
of each series and Coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the Issuer
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless pursuant to applicable
United States laws and regulations then in effect such payment can be made
without adverse tax consequences to the Issuer. Notwithstanding the foregoing,
payments in Dollars of Unregistered Securities of any series and Coupons
appertaining thereto which are payable in Dollars may be made at an agency of
the Issuer maintained in the Borough of Manhattan, The City of New York if such
payment in Dollars at each agency maintained by the Issuer outside the United
States for payment on such Unregistered Securities is illegal or effectively
precluded by exchange controls or other similar restrictions.

      


      The Issuer
will maintain in the Borough of Manhattan, The City of New York, an office or
agency where notices and demands to or upon the Issuer in respect of the
Securities of any series, the Coupons appertaining thereto or this Indenture may
be served.

      


      The Issuer
will give to the Trustee written notice of the location of each such office or
agency and of any change of location thereof. In case the Issuer shall fail to
maintain any agency required by this Section to be located in the Borough of
Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.

      


      The Issuer
may from time to time designate one or more additional offices or agencies where
the Securities of a series and any Coupons appertaining thereto may be presented
for payment, where the Securities of that series may be presented for exchange
as provided in this Indenture and pursuant to Section 2.03 and where the
Registered Securities of that series may be presented for registration of
transfer as in this Indenture provided, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or expedient;
provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain the agencies provided for in

       

      
        
          
          

        

        
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      this Section. The Issuer will give to the Trustee prompt written
notice of any such designation or rescission thereof.

      


      Section
3.03. Appointment to Fill a
Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 6.10, a Trustee, so that there shall at all times be a Trustee with
respect to each series of Securities hereunder.

      


      Section
3.04. Paying Agents.
Whenever the Issuer shall appoint a paying agent other than the Trustee with
respect to the Securities of any series, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section,

      


      (a)          that
it will hold all sums received by it as such agent for the payment of the
principal of or interest on the Securities of such series (whether such sums
have been paid to it by the Issuer or by any other obligor on the Securities of
such series) in trust for the benefit of the Holders of the Securities of such
series, or Coupons appertaining thereto, if any, or of the Trustee,

      


      (b)          that
it will give the Trustee notice of any failure by the Issuer (or by any other
obligor on the Securities of such series) to make any payment of the principal
of or interest on the Securities of such series when the same shall be due and
payable, and

      


      (c)          that
it will pay any such sums so held in trust by it to the Trustee upon the
Trustee’s written request at any time during the continuance of the failure
referred to in clause (b) above.

      


      The Issuer
will, on or prior to each due date of the principal of or interest on the
Securities of such series, deposit with the paying agent a sum sufficient to pay
such principal or interest so becoming due, and (unless such paying agent is the
Trustee) the Issuer will promptly notify the Trustee of any failure to take such
action.

      


      If the
Issuer shall act as its own paying agent with respect to the Securities of any
series, it will, on or before each due date of the principal of or interest on
the Securities of such series, set aside, segregate and hold in trust for the
benefit of the Holders of the Securities of such series or the Coupons
appertaining thereto a sum sufficient to pay such principal or interest so
becoming due. The Issuer will promptly notify the Trustee of any failure to take
such action.

      


      Anything
in this Section to the contrary notwithstanding, but subject to Section 10.01
and to the terms of any series of Securities, the Issuer may at any time, for
the purpose of obtaining a satisfaction and discharge with respect to one or
more or all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for any such series by
the Issuer or

       

      
        
          
          

        

        
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      any paying agent hereunder, as required by this Section, such sums
to be held by the Trustee upon the trusts herein contained.

      


      Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section is subject to the provisions of Sections 10.03
and 11.04.

      


      Section
3.05. Written Statement to
Trustee. The Issuer will furnish to the Trustee on or before March 31 in
each year (beginning with March 31, [20_ _]) a brief certificate (which need not
comply with Section 11.05) from the principal executive, financial or accounting
officer of the Issuer stating that in the course of the performance by the
signer of his duties as an officer of the Issuer he would normally have
knowledge of any default or non-compliance by the Issuer in the performance of
any covenants or conditions contained in this Indenture, stating whether or not
he has knowledge of any such default or non-compliance and, if so, specifying
each such default or non-compliance of which the signer has knowledge and the
nature thereof.

      


      Section
3.06. Luxembourg
Publications. In the event of the publication of any notice pursuant to
Section 5.11, 6.10(a), 6.11, 8.02, 10.04, 12.02 or 12.05, the party making such
publication in the Borough of Manhattan, The City of New York and London shall
also, to the extent that notice is required to be given to Holders of Securities
of any series by applicable Luxembourg law or stock exchange regulation, as
evidenced by an Officer’s Certificate delivered to such party, make a similar
publication in Luxembourg.

      


      


      ARTICLE
4


      SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

      


      Section
4.01. Issuer to Furnish
Trustee Information as to Names and Addresses of Securityholders.
If and so long as the Trustee shall not be the Security registrar for
the Securities of any series, the Issuer and any other obligor on the Securities
will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of such series pursuant to Section 312 of the Trust
Indenture Act of 1939 (a) semi-annually not more than 15 days after each record
date for the payment of interest on such Registered Securities, as hereinabove
specified, as of such record date and on dates to be determined pursuant to
Section 2.03 for non-interest bearing Registered Securities in each year, and
(b) at such other times as the Trustee may request in writing, within thirty
days after receipt by the Issuer of any such request as of a date not more than
15 days prior to the time such information is furnished.

      


      Section
4.02. Preservation and
Disclosure of Securityholders Lists. This Section intentionally left
blank.

       

      
        
          
          

        

        
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      Section 4.03.
Reports by the Issuer. The Issuer covenants to file with the Trustee,
within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
or pursuant to Section 314 of the Trust Indenture Act of 1939.

      


      Section
4.04. Reports by the
Trustee. Any Trustee’s report required under Section 313(a) of the Trust
Indenture Act of 1939 shall be transmitted on or before May 15 in each year
beginning May 15, [20_ _], as provided in Section 313(c) of the Trust Indenture
Act of 1939, so long as any Securities are Outstanding hereunder, and shall be
dated as of a date convenient to the Trustee no more than 60 days prior
thereto.

      


      


      ARTICLE
5


      
         
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT OF DEFAULT

      

      


      Section
5.01. Event of Default
Defined; Acceleration of Maturity; Waiver of Event of Default. “Event of Default” with respect
to Securities of any series wherever used herein,
means each one of the following events which shall have occurred and be
continuing (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body) unless it is specifically deleted or
modified in the supplemental indenture, if any, under which such series of
Securities is issued:

      


      (a)          failure
to pay in full the interest accrued on any Securities of such series upon the
conclusion of an extension of the interest payment period of the number of
payment periods specified herein or pursuant to Section 2.03 and continuance of
that failure for a period of 30 days; or

      


      (b)          a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Issuer in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Issuer or for any substantial part of its property
or ordering the winding up or liquidation of its affairs, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or

      


      (c)          the
Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Issuer
or for

       

      
        
          
          

        

        
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      any substantial part of its property, or make any general assignment
for the benefit of creditors; or

      


      (d)         
any other Event of Default provided in the supplemental indenture under which
such series of Securities is issued or in the form of Security for such
series.

      


      If an
Event of Default described in clause (a) or (d) (if the Event of Default under
clause (a) or (d) is with respect to less than all series of Securities then
Outstanding) occurs and is continuing, then, and in each and every such case,
except for any series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of each such affected series
then Outstanding hereunder (voting as a single class) or, if the Securities of
such series are held by a Morgan Stanley Capital Trust or a trustee of such
trust and should the Trustee or such Holders of the Outstanding Securities fail
to make the declaration referred to below, the holders of at least 25% in
aggregate liquidation amount of the outstanding Capital Securities of such trust
(voting as a separate class), by notice in writing to the Issuer (and to the
Trustee if given by Securityholders or the holders of Capital Securities), may
declare the entire principal (or, if any of the Securities of any such affected
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such Securities) of all Securities of
all such affected series or of such series held by a Morgan Stanley Capital
Trust, as the case may be, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.

      


      If an
Event of Default described in clause (b), (c) or (d) (if the Event of Default
under clause (d) is with respect to all series of Securities then Outstanding)
occurs and is continuing, then and in each and every such case, unless the
principal of all the Securities shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of all the Securities then Outstanding hereunder (treated as one class),
or, if the Securities of any such series are held by a Morgan Stanley Capital
Trust or a trustee of such trust and should the Trustee or such Holders of the
Outstanding Securities fail to make the declaration referred to below, the
holders of at least 25% in aggregate liquidation amount of the outstanding
Capital Securities of such trust (treated as a separate class), by notice in
writing to the Issuer (and to the Trustee if given by Securityholders or the
holders of Capital Securities), may declare the entire principal (or, if any
Securities are Original Issue Discount Securities, such portion of the principal
as may be specified in the terms thereof) of all the Securities then Outstanding
or of such series held by a Morgan Stanley Capital Trust, as the case may be,
and interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and
payable.

       

      
        
          
          

        

        
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      The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of each such series (or of all the Securities, as the case may
be) and the principal of any and all Securities of each such series (or of all
the Securities, as the case may be) which shall have become due otherwise than
by acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series (or at the respective rates of interest or Yields to
Maturity of all the Securities, as the case may be) to the date of such payment
or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, its agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith, and if any and all Defaults under the Indenture, other
than the non-payment of the principal of Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise remedied as provided
herein then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of each such series or of all the
Securities then Outstanding, in each case voting as a single class (except that
each such series of Securities held by a Morgan Stanley Capital Trust shall vote
as a separate class), by written notice to the Issuer and to the Trustee, may
waive all Defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent Default or shall impair any right consequent
thereon; provided
however, that if the Securities of such series are held by a Morgan
Stanley Capital Trust or a trustee of such trust, (i) such waiver or rescission
and annulment shall not be effective until the holders of a majority in
aggregate liquidation amount of the Capital Securities of such trust shall have
consented to such waiver or rescission and annulment and (ii) should the Holders
of the Securities of such series fail to waive such Defaults and rescind and
annul such declaration and its consequences, the holders of a majority in
aggregate liquidation amount of the Capital Securities of such trust shall have
such right.

      


      If the
Securities of a series are held by a Morgan Stanley Capital Trust or a trustee
of such trust and an Event of Default or Default attributable to the failure of
the Issuer to pay any amounts payable in respect of such Securities on the date
such amounts are otherwise payable has occurred and is continuing, a holder of
Capital Securities of such trust may institute a Direct Action. If the Issuer
makes

       

      
        
          
          

        

        
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      any payment to a holder of such Capital Securities as a result of a
Direct Action, the Issuer will have the right to set-off any such payment
against its obligation to make any corresponding payment to such Morgan Stanley
Capital Trust on such Securities.

      


      For all
purposes under this Indenture, if a portion of the principal of any Original
Issue Discount Securities shall have been accelerated and declared due and
payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

      


      Section
5.02. Collection of
Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants
that (a) in case default shall be made in the payment of any installment of
interest on any of the Securities of any series when such interest shall have
become due and payable, and such default shall have continued for a period of 30
days or (b) in case default shall be made in the payment of all or any part of
the principal of any of the Securities of any series when the same shall have
become due and payable, whether upon maturity of the Securities of such series
or upon any redemption or by declaration or otherwise then upon demand of the
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of
the Securities of such series the whole amount that then shall have become due
and payable on all Securities of such series, and such Coupons, for principal or
interest, as the case may be (with interest to the date of such payment upon the
overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of its negligence or bad
faith.

      


      Until such
demand is made by the Trustee, the Issuer may pay the principal of and interest
on the Securities of any series to the Holders, whether or not the Securities of
such series be overdue.

      


      In case
the Issuer shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such

       

      
        
          
          

        

        
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      judgment or final decree against the Issuer or other obligor upon
the Securities and collect in the manner provided by law out of the property of
the Issuer or other obligor upon the Securities, wherever situated the moneys
adjudged or decreed to be payable.

      


      In case
there shall be pending proceedings relative to the Issuer or any other obligor
upon the Securities under Title 11 of the United States Code or any other
applicable Federal or state bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities, or to the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

      


      (a)          to
file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) owing and unpaid in respect of the Securities of any series, and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for reasonable compensation to
the Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee, except as a
result of negligence or bad faith) and of the Securityholders allowed in any
judicial proceedings relative to the Issuer or other obligor upon the
Securities, or to the creditors or property of the Issuer or such other
obligor,

      


      (b)          unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities of any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and

      


      (c)          to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of the Securityholders and of the Trustee on their behalf; and any trustee,
receiver, or liquidator, custodian or other similar official is hereby
authorized by each of the Securityholders to make payments to the Trustee, and,
in the event that the Trustee shall consent to the making of payments directly
to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities

       

      
        
          
          

        

        
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      incurred, and all advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith.

      


      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.

      


      All rights
of action and of asserting claims under this Indenture, or under any of the
Securities of any series or Coupons appertaining to such Securities, may be
enforced by the Trustee without the possession of any of the Securities of such
series or Coupons appertaining to such Securities or the production thereof on
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities or Coupons appertaining to such
Securities in respect of which such action was taken.

      


      In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the Holders of the
Securities or Coupons appertaining to such Securities in respect to which such
action was taken and it shall not be necessary to make any Holders of such
Securities or Coupons appertaining to such Securities parties to any such
proceedings.

      


      Section
5.03. Applications of
Proceeds. Any moneys collected by the Trustee pursuant to this Article in
respect of any series shall, subject to the subordination provisions hereof, be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully
paid:

      


      FIRST: To
the payment of costs and expenses applicable to such series in respect of which
moneys have been collected, including reasonable compensation to the Trustee and
each predecessor Trustee and their respective agents and attorneys and of all
expenses and liabilities incurred, and all advances made, by

       

      
        
          
          

        

        
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      the Trustee and each predecessor Trustee except as a result of
negligence or bad faith;

      


      SECOND: In
case the principal of the Securities of such series in respect of which moneys
have been collected shall not have become and be then due and payable, to the
payment of interest on the Securities of such series in default in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in such
Securities, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference;

      


      THIRD: In
case the principal of the Securities of such series in respect of which moneys
have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of
such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal and interest or
Yield to Maturity, without preference or priority of principal over interest or
Yield to Maturity, or of interest or Yield to Maturity over principal, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal and accrued and unpaid interest or Yield to
Maturity; and

      


      FOURTH: To
the payment of the remainder, if any, to the Issuer or any other person lawfully
entitled thereto.

      


      Section
5.04. Suits for
Enforcement. In case a Default has occurred, has not been waived and is
continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either at law or in equity or in bankruptcy or otherwise, whether for
the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

       

      
        
          
          

        

        
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      Section 5.05.
Restoration of Rights on Abandonment of Proceedings. In case the Trustee
shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee, then and in every such case the
Issuer and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Issuer, the
Trustee and the Securityholders and any rights of holders of Capital Securities
to institute a Direct Action shall continue as though no such proceedings had
been taken.

      


      Section
5.06.  Limitations
on Suits by Securityholder; Default Defined. No Holder
of any Security of any series or of any Coupon appertaining thereto shall have
any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
25% in aggregate principal amount of the Securities of each affected series then
Outstanding (treated as a single class) shall have made written request upon the
Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.09; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security or Coupon with every other taker and Holder and the Trustee, that no
one or more Holders of Securities of any series or Coupons appertaining to such
Securities shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights of
any other such Holder of Securities or Coupons appertaining to such Securities,
or to obtain or seek to obtain priority over or preference to any other such
Holder or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of
Securities of the applicable series and Coupons appertaining to such Securities.
For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

      


      “Default” with respect to
Securities of any series wherever used herein, means each one of the following
events which shall have occurred and be continuing (whatever the reason for such
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative

       

      
        
          
          

        

        
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      or governmental body) unless it is specifically deleted or modified
in the supplemental indenture, if any, under which such series of Securities is
issued:

      


      (a)          default
in the payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days; provided, however, that a
valid extension of an interest payment period in accordance with the terms of
the Securities of such series shall not constitute a default in the payment of
interest for this purpose; or

      


      (b)          default
in the payment of all or any part of the principal on any of the Securities of
such series as and when the same shall become due and payable either at
maturity, upon any redemption, by declaration or otherwise; or

      


      (c)          failure
on the part of the Issuer duly to observe or perform any other of the covenants
or agreements on the part of the Issuer in the Securities of such series (other
than a covenant or warranty in respect of the Securities of such series a
default in the performance or breach of which is elsewhere in this Section or in
Section 5.01 specifically dealt with) or contained in this Indenture for a
period of 60 days
after the date on which written notice specifying such failure, stating that
such notice is a “Notice of
Default” hereunder and demanding that the Issuer remedy the same, shall
have been given by registered or certified mail, return receipt requested, to
the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of at
least 25% in aggregate principal amount of the Outstanding Securities of all
series affected thereby and, if the Securities of such series are held by a
Morgan Stanley Capital Trust or a trustee of such trust and should the Trustee
or such Holders of the Outstanding Securities fail to give such notice, the
holders of at least 25% in aggregate liquidation amount of the outstanding
Capital Securities of such trust shall have the right to give such notice;
or

       

      (d)   
      an Event
of Default with respect to such series specified in Section 5.01;
or

       

      (e)          any
other Default provided in the supplemental indenture under which such series of
Securities is issued or in the form of Security for such series.

      


      Section
5.07. Unconditional Right of
Securityholders to Institute Certain Suits. Notwithstanding any
other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security or Coupon to receive payment of the principal of
and interest on such Security or Coupon on or after the respective due dates
expressed in such Security or Coupon, or to institute suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder; provided however, that if a series of
Securities is held by a Morgan Stanley Capital Trust, the Holder of such
Securities shall not give such consent without the consent of each holder of the
Capital Securities of such trust. Notwithstanding the foregoing,

       

      
        
          
          

        

        
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      nothing in this Section shall be deemed to impair the right of any
holder of Capital Securities to institute a Direct Action.

      


      Section
5.08. Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default; Restoration of
Rights and Remedies. Except as provided in Section 5.06, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities or Coupons or to holders of the Capital Securities is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      


      No delay
or omission of the Trustee or of any Holder of Securities or Coupons or of any
holder of Capital Securities to exercise any right or power accruing upon any
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Default or an
acquiescence therein; and, subject to Section 5.06 every power and remedy given
by this Indenture or by law to the Trustee or to the Holders of Securities or
Coupons or to holders of Capital Securities may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the Holders of
Securities or Coupons or by the holders of Capital Securities.

      


      If the
Trustee, any Holder or any holder of Capital Securities has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee, such Holder or such holder of Capital
Securities, then and in every case the Company, the Trustee, the Holders and
such holder of Capital Securities shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee, the Holders
and the holders of Capital Securities shall continue as though no such
proceeding had been instituted.

      


      Section
5.09. Control by Holders of
Securities. The Holders of a majority in aggregate principal amount of
the Securities of each series affected (with all such series voting as a single
class) at the time Outstanding shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided that such direction
shall not be otherwise than in accordance with law and the provisions of this
Indenture and provided
further that (subject to the provisions of Section 6.01) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors, the executive committee, or a trust committee of directors
or

       

      
        
          
          

        

        
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      Responsible Officers of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forbearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all series so affected not joining in
the giving of said direction, it being understood that (subject to Section 6.01)
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

      


      Nothing in
this Indenture shall impair the right of the Trustee in its discretion to take
any action deemed proper by the Trustee and which is not inconsistent with such
direction or directions by Securityholders.

      


      Section
5.10. Waiver of Past
Defaults. Prior to the acceleration of the maturity of any Securities as
provided in Section 5.01, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding with respect to
which a Default shall have occurred and be continuing (voting as a single class)
may on behalf of the Holders of all such Securities waive any past Default and
its consequences, except a Default in the payment of principal or interest
(unless such Default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Trustee) or a Default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected; provided, that if the
Securities of such series are held by a Morgan Stanley Capital Trust or a
trustee of such trust, such waiver shall not be effective as to such Securities
unless the holders of at least a majority in aggregate liquidation amount of the
Capital Securities of such trust shall have consented to such waiver; provided further, that if the
consent of the Holder of each Outstanding Security of such series is required,
such waiver shall not be effective unless each holder of the Capital Securities
of such trust shall have consented to such waiver. In the case of any such
waiver, the Issuer, the Trustee, the Holders of all such Securities and the
holders of any Capital Securities shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

      


      Upon any
such waiver, such default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Default or Event of Default arising therefrom
shall be deemed to have been cured, and not to have occurred for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

      


      Section
5.11. Trustee to Give Notice
of Default, But May Withhold in Certain Circumstances. The
Trustee shall, within ninety days after the occurrence of a default
with respect to the Securities of any series, give notice of all defaults with
respect to that series known to the Trustee (a) if any Unregistered

       

      
        
          
          

        

        
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      Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London (and, if required by Section 3.06, at least once in an Authorized
Newspaper in Luxembourg) and (b) by mail to all Holders of Registered Securities
of such series and to such other Holders of Securities as have, within two years
preceding such transmission, filed their names and addresses with the Trustee
for that purpose, unless in each case such defaults shall have been cured before
the mailing or publication of such notice (the term “defaults” for the purpose of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, a Default or Event of
Default); provided
that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any
sinking fund installment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such
series.

      


      Section
5.12. Right of Court to
Require Filing of Undertaking to Pay Costs. All parties to this
Indenture agree, and each Holder of any Security or Coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) of Section 5.01 or clause (c)
or (e) of Section 5.06 (if the suit relates to Securities of more than one but
less than all series), 10% in aggregate principal amount of Securities then
Outstanding and affected thereby, or in the case of any suit relating to or
arising under clause (b) or (c) of Section 5.01, 10% in aggregate principal
amount of all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest (including any Additional Interest) on any Security on or after the due
date expressed in such Security or any date fixed for redemption.

       

      
        
          
          

        

        
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      ARTICLE 6


      CONCERNING THE TRUSTEE

      


      Section
6.01. Duties and
Responsibilities of the Trustee; During Default; Prior to Default. With
respect to the Holders of any series of Securities issued hereunder, the Trustee,
prior to the occurrence of a Default with respect to the Securities of a
particular series and after the curing or waiving of all Defaults which may have
occurred with respect to such series, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. In case a Default
with respect to the Securities of a series has occurred (which has not been
cured or waived), the Trustee shall exercise with respect to such series of
Securities such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own
affairs.

      


      No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that

      


      (a)          prior
to the occurrence of a Default with respect to the Securities of any series and
after the curing or waiving of all such Defaults with respect to such series
which may have occurred:

      


      (i)         the
duties and obligations of the Trustee with respect to the Securities of any
series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

      


      (ii)        in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such statements, certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture;

      


      (b)          the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts;
and

      


      (c)          the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the

       

      
        
          
          

        

        
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      Holders pursuant to Section 5.09 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Indenture.

      


      None of
the provisions contained in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there shall be reasonable ground for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it.

      


      The
provisions of this Section 6.01 are in furtherance of and subject to Section 315
of the Trust Indenture Act of 1939.

      


      Section
6.02. Certain Rights of the
Trustee. In furtherance of and subject to the Trust Indenture Act of
1939, and subject to Section 6.01:

      


      (a)          the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or
parties;

      


      (b)          any
request, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the secretary or an assistant secretary of the Issuer;

      


      (c)          the
Trustee may consult with counsel and any written advice or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted to be taken by it hereunder in good faith
and in reliance thereon in accordance with such advice or Opinion of
Counsel;

      


      (d)          the
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee security or indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred therein or thereby;

      


      (e)          the
Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Indenture;

       

      
        
          
          

        

        
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      (f)          prior
to the occurrence of a Default hereunder and after the curing or waiving of all
Defaults, the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless requested
in writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Securities of all series affected then Outstanding;
provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
indemnity reasonably satisfactory to the Trustee against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Issuer or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Issuer upon demand;

      


      (g)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys not regularly in
its employ and the Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent or attorney appointed with due care by
it hereunder;

      


      (h)          in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action;

      


      (i)      
    the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;
and

      


      (j)   
       the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder.

      


      Section
6.03. Trustee Not Responsible
for Recitals, Disposition of Securities or Application of
Proceeds Thereof. The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, 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 representation as to the validity
or sufficiency of this Indenture or of the Securities or Coupons. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

       

      
        
          
          

        

        
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      Section 6.04.
Trustee and Agents May Hold Securities or Coupons; Collections, etc. The Trustee
or any agent of the Issuer or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities or Coupons with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

      


      Section
6.05. Moneys Held by
Trustee. Subject to the provisions of Section 10.04 hereof, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by mandatory
provisions of law. Neither the Trustee nor any agent of the Issuer or the
Trustee shall be under any liability for interest on any moneys received by it
hereunder.

      


      Section
6.06. Compensation and
Indemnification of Trustee and Its Prior Claim. The Issuer covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall
be entitled to, such compensation as the parties shall agree in writing from
time to time (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) and the Issuer covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Issuer also covenants to indemnify the Trustee and each
predecessor Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises. The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional indebtedness shall
be a senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or Coupons, and the Securities are hereby
subordinated to such senior claim.

      


      Section
6.07.  Right of
Trustee to Rely on Officer’s Certificate, etc.  Subject to
Sections 6.01 and 6.02, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any
action

       

      
        
          
          

        

        
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      hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer’s Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

      


      Section
6.08. Indentures Not Creating
Potential Conflicting Interests for the Trustee. The following
indenture is hereby specifically described for the purposes of Section
310(b)(1) of the Trust Indenture Act of 1939: this Indenture with respect to the
Securities of any other series.

      


      Section
6.09. Persons Eligible for
Appointment as Trustee. The Trustee for each series of Securities
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or of any State or the District of
Columbia having a combined capital and surplus of at least $5,000,000, and which
is authorized under such laws to exercise corporate trust powers and is subject
to supervision or examination by Federal, State or District of Columbia
authority. Such corporation shall have its principal place of business in the
Borough of Manhattan, The City of New York if there be such a corporation in
such location willing to act upon reasonable and customary terms and conditions.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

      


      The
provisions of this Section 6.09 are in furtherance of and subject to Section
310(a) of the Trust Indenture Act of 1939.

      


      Section
6.10. Resignation and Removal;
Appointment of Successor Trustee. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign with
respect to one or more or all series of Securities by giving written notice of
resignation to the Issuer and (i) if any Unregistered Securities of a series
affected are then Outstanding, by giving notice of such resignation to the
Holders thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an Authorized
Newspaper in London (and, if required by Section 3.06, at least once in an
Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a
series affected are then Outstanding, by mailing notice of such resignation to
the Holders thereof who have filed their names and addresses with the Trustee
within the two years preceding the notice at such addresses as were so furnished
to the Trustee and (iii) by mailing notice of such resignation to the Holders of
then

       

      
        
          
          

        

        
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      Outstanding Registered Securities of each series affected at their
addresses as they shall appear on the registry books. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

       

      (b)   
      In case at
any time any of the following shall occur:

      


      (i)     
    the Trustee shall fail to comply with the provisions of
Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of
Securities after written request therefor by the Issuer or by any Securityholder
who has been a bona fide Holder of a Security or Securities of such series for
at least six months; or

      


      (ii)         the
Trustee shall cease to be eligible in accordance with the provisions of Section
6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to
resign after written request therefor by the Issuer or by any Securityholder;
or

      


      (iii)        the
Trustee shall become incapable of acting with respect to any series of
Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or
liquidator of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation;

      


      then, in
any such case, the Issuer may remove the Trustee with respect to the applicable
series of Securities and appoint a successor trustee for such series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least
six months may on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and

       

      
        
          
          

        

        
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      appoint a successor trustee. If no successor trustee shall have been
so appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of removal, the retiring trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

      


      (c)          The
Holders of a majority in aggregate principal amount of the Securities of each
series at the time outstanding may at any time remove the Trustee with respect
to Securities of such series and appoint a successor trustee with respect to the
Securities of such series by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence provided for in
Section 7.01 of the action in that regard taken by the
Securityholders.

      


      (d)          Any
resignation or removal of the Trustee with respect to any series and any
appointment of a successor trustee with respect to such series pursuant to any
of the provisions of this Section 6.10 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 6.11.

      


      Section
6.11. Acceptance of
Appointment by Successor Trustee. Any successor trustee appointed as
provided in Section 6.10 shall execute and deliver to the Issuer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee with respect to
all or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer
or of the successor trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 10.04, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute
and deliver an instrument transferring to such successor trustee all such
rights, powers, duties and obligations. Upon request of any such successor
trustee, the Issuer shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section
6.06.

      


      If a
successor trustee is appointed with respect to the Securities of one or more
(but not all) series, the Issuer, the predecessor Trustee and each successor
trustee with respect to the Securities of any applicable series shall execute
and deliver an indenture supplemental hereto which shall contain such provisions
as

       

      
        
          
          

        

        
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      shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

      


      No
successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section
6.09.

      


      Upon
acceptance of appointment by any successor trustee as provided in this Section
6.11 the Issuer shall give notice thereof (a) if any Unregistered Securities of
a series affected are then Outstanding, to the Holders thereof, by publication
of such notice at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 3.05, at least once in an Authorized
Newspaper in Luxembourg), (b) if any Unregistered Securities of a series
affected are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee within the two years preceding the notice, by
mailing such notice to such Holders at such addresses as were so furnished to
the Trustee (and the Trustee shall make such information available to the Issuer
for such purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the registry books. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to give such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

      


      Section
6.12. Merger, Conversion,
Consolidation or Succession to Business of Trustee. Any
corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such
corporation shall be qualified under Section 310(b) of the Trust Indenture Act
of 1939 and eligible under the provisions of Section 6.09, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

       

      
        
          
          

        

        
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      In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided,
that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities of any series in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

      


      Section
6.13. Preferential Collection
of Claims Against the Issuer. This Section intentionally left
blank.

      


      Section
6.14. Appointment of
Authenticating Agent. As long as any Securities of a series remain
Outstanding, the Trustee may, by an instrument in writing, appoint with the
approval of the Issuer an authenticating agent (the “Authenticating Agent”)
which shall be authorized to act on behalf of the Trustee to authenticate
Securities, including Securities issued upon exchange, registration of transfer,
partial redemption or pursuant to Section 2.09. Securities of each such series
authenticated by such Authenticating Agent shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee. Whenever reference is made in this Indenture to
the authentication and delivery of Securities of any series by the Trustee or to
the Trustee’s Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $5,000,000 (determined as provided in Section
6.09 with respect to the Trustee) and subject to supervision or examination by
Federal or State authority.

      


      Any
corporation into which any Authenticating Agent may be merged or converted, or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent with respect
to all series of Securities for which it served as Authenticating Agent without
the execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent. Any Authenticating Agent may at any time,
and if it shall cease to be eligible shall, resign by giving written notice of
resignation to the Trustee and to the Issuer.

       

      
        
          
          

        

        
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      Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more series of Securities, the Trustee shall upon receipt of an Issuer
Order appoint a successor Authenticating Agent and the Issuer shall provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.04. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent. The Issuer agrees to
pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

      


      Sections
6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to any Authenticating
Agent.

       

       

      ARTICLE
7


      CONCERNING THE SECURITYHOLDERS

      


      Section
7.01. Evidence of Action Taken
by Securityholders. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by a specified percentage in principal amount of the Securityholders of
any or all series or holders of Capital Securities interested therein may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of Securityholders or holders of
Capital Securities in person or by agent duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee. Proof of execution
of any instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Sections 6.01 and 6.02)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.

      


      Section
7.02. Proof of Execution of
Instruments and of Holding of Securities. Subject to
Sections 6.01 and 6.02, the execution of any instrument by a Securityholder or, if
a series of Securities is held by a Morgan Stanley Capital Trust, a holder of
Capital Securities or, in each case, his agent or proxy may be proved in the
following manner:

      


      (a)         
The fact and date of the execution by any Holder or, if a series of Securities
is held by a Morgan Stanley Capital Trust, by any holder of Capital Securities
of any instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the person executing such instruments acknowledged
to

       

      
        
          
          

        

        
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      him the execution thereof, or by an affidavit of a witness to such
execution sworn to before any such notary or other such officer. Where such
execution is by or on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute sufficient proof of the authority
of the person executing the same. The fact of the holding by any Holder or, if a
series of Securities is held by a Morgan Stanley Capital Trust, by any holder of
Capital Securities of an Unregistered Security of any series, and the
identifying number of such Security and the date of his holding the same, may be
proved by the production of such Security or by a certificate executed by any
trust company, bank, banker or recognized securities dealer wherever situated
satisfactory to the Trustee, if such certificate shall be deemed by the Trustee
to be satisfactory. Each such certificate shall be dated and shall state that on
the date thereof a Security of such series bearing a specified identifying
number was deposited with or exhibited to such trust company, bank, banker or
recognized securities dealer by the person named in such certificate. Any such
certificate may be issued in respect of one or more Unregistered Securities of
one or more series specified therein. The holding by the person named in any
such certificate of any Unregistered Securities of any series specified therein
shall be presumed to continue for a period of one year from the date of such
certificate unless at the time of any determination of such holding (i) another
certificate bearing a later date issued in respect of the same Securities shall
be produced, or (ii) the Security of such series specified in such certificate
shall be produced by some other person, or (iii) the Security of such series
specified in such certificate shall have ceased to be Outstanding. Subject to
Sections 6.01 and 6.02, the fact and date of the execution of any such
instrument and the amount and numbers of Securities of any series held by the
person so executing such instrument and the amount and numbers of any Security
or Securities for such series may also be proven in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee for such
series or in any other manner which the Trustee for such series may deem
sufficient.

      


      (b)         
In the case of Registered Securities, the ownership of such Securities shall be
proved by the Security register or by a certificate of the Security
registrar.

      


      The Issuer
may set a record date for purposes of determining the identity of Holders of
Registered Securities or, if a series of Securities is held by a Morgan Stanley
Capital Trust, of holders of registered Capital Securities of any series
entitled to vote or consent to any action referred to in Section 7.01, which
record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other
provisions hereof, with respect to Registered Securities of any series, only
Holders of Registered Securities or, if a series of Securities is held by a
Morgan Stanley Capital Trust, holders of registered Capital Securities of such
series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent.

       

      
        
          
          

        

        
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      Section 7.03.
Holders to be Treated as Owners. The Issuer, the Trustee and any agent of
the Issuer or the Trustee may deem and treat the person in whose name any
Security shall be registered upon the Security register for such series as the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and, subject
to the provisions of this Indenture, interest on such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may treat the Holder of any
Unregistered Security and the Holder of any Coupon or, if a series of Securities
is held by a Morgan Stanley Capital Trust, the holder of any unregistered
Capital Security as the absolute owner of such Unregistered Security or Coupon
(whether or not such Unregistered Security or Coupon shall be overdue) for the
purpose of receiving payment thereof or on account thereof and for all other
purposes and neither the Issuer, the Trustee, nor any agent of the Issuer or the
Trustee shall be affected by any notice to the contrary. All such payments so
made to any such person, or upon his order, shall be valid, and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Unregistered Security or Coupon.

      


      Notwithstanding
the foregoing, if the Securities of such series are held by a Morgan Stanley
Capital Trust, nothing in this Section 7.03 shall be deemed to impair the right
of any holder of Capital Securities to institute a Direct Action or to declare
an Event of Default and accelerate the maturity of such series.

      


      Section
7.04. Securities Owned by
Issuer Deemed Not Outstanding. In determining whether the Holders of the
requisite aggregate principal amount of Outstanding Securities of any or all
series have concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Issuer or any other obligor on the Securities
with respect to which such determination is being made or by any person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which a Responsible Officer of
the Trustee actually knows are so owned shall be so disregarded; provided, that, if the
Securities of such series are held by a Morgan Stanley Capital Trust or a
trustee of such trust, the provisions of this Section 7.04 shall not apply.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the

       

      
        
          
          

        

        
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      Securities. In case of a dispute as to such right, the advice of
counsel shall be full protection in respect of any decision made by the Trustee
in accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officer’s Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.01 and
6.02, the Trustee shall be entitled to accept such Officer’s Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

      


      Section
7.05. Right of Revocation of
Action Taken. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action, any Holder of a Security or, if any such series is held by a Morgan
Stanley Capital Trust, any holder of a Capital Security the serial number of
which is shown by the evidence to be included among the serial numbers of the
Securities the Holders of which have consented to such action may, by filing
written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Securities issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not
any notation in regard thereto is made upon any such Security. Any action taken
by the Holders of the percentage in aggregate principal amount of the Securities
of any or all series, as the case may be, specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuer, the
Trustee and the Holders of all the Securities affected by such
action.

      


      


      ARTICLE
8


      SUPPLEMENTAL INDENTURES

      


      Section
8.01. Supplemental Indentures
Without Consent of Securityholders. The Issuer,
when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for one or
more of the following purposes:

      


      (a)          
to convey, transfer, assign, mortgage or pledge to the Trustee as security for
the Securities of one or more series any property or assets;

       

      
        
          
          

        

        
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      (b)          to
evidence the succession of another corporation to the Issuer, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Issuer pursuant to Article 9;

      


      (c)          to
add to the covenants of the Issuer such further covenants, restrictions,
conditions or provisions as the Issuer and the Trustee shall consider to be for
the protection of the Holders of Securities or Coupons, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions a Default or an
Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that in respect of
any such additional covenant, restriction, condition or provision such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such a Default
or Event of Default or may limit the remedies available to the Trustee upon such
a Default or Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive
such a Default or Event of Default;

      


      (d)          to
cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture, or to make
any other provisions as the Issuer may deem necessary or desirable, provided that no such action
shall adversely affect the interests of the Holders of the Securities or
Coupons;

      


      (e)          to
establish the forms or terms of Securities of any series or of the Coupons
appertaining to such Securities as permitted by Sections 2.01 and 2.03;
and

      


      (f)          to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Section 6.11.

      


      The
Trustee is hereby authorized to join with the Issuer in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

      


      Any
supplemental indenture authorized by the provisions of this Section may be
executed without the consent of the Holders of any of the Securities at the time
outstanding, notwithstanding any of the provisions of Section 8.02.

       

      
        
          
          

        

        
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      Section 8.02.  Supplemental Indentures
With Consent of Securityholders.  With the
consent (evidenced as provided in Article 7) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of all series affected by such supplemental indenture (voting as one class), the
Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series or of the Coupons appertaining to such Securities; provided, that no such
supplemental indenture shall (a) extend the final maturity of any 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 make the principal thereof (including any amount in respect of original issue
discount), or interest thereon payable in any coin or currency other than that
provided in the Securities and Coupons or in accordance with the terms thereof,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant
to Section 5.02, or alter the provisions of Sections 11.11 or 11.12 or impair or
affect the right of any Securityholder to institute suit for the payment thereof
or, if the Securities provide therefor, any right of repayment at the option of
the Securityholder, in each case without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage of Securities of
any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected; and provided
further, that, if the Securities of such series are held by a Morgan
Stanley Capital Trust or a trustee of such trust, so long as any of the Capital
Securities of such trust remain outstanding, no such modification may be made
that adversely affects the holders of such Capital Securities in any material
respect, and no termination of this Indenture may occur, without the prior
consent of the holders of at least a majority of the aggregate liquidation
amount of the outstanding Capital Securities of such trust unless and until the
principal of such Securities and all accrued and unpaid interest thereon have
been paid in full, and none of the modifications described in clauses (a) and
(b) above may be made without the prior written consent of all the holders of
Capital Securities of such Morgan Stanley Capital Trust. In addition, the Issuer
may not amend this Indenture to remove the rights of holders of Capital
Securities of a Morgan Stanley Capital Trust to institute a Direct Action
without the prior written consent of all the holders of Capital Securities of
such trust or to remove the obligation to obtain the consent of such holders of
Capital Securities in accordance with this Section, without the consent of the
required percentage of holders of the Capital Securities of such Trust; and
provided further, that
the Issuer shall, if then

       

      
        
          
          

        

        
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      required under applicable laws, regulations or policies, seek the
prior approval of the Securities and Exchange Commission or any self-regulatory
organization then having jurisdiction before exercising its rights, if any, to
enter into a supplemental indenture to shorten the maturity of the Securities as
a result of an adverse tax event.

      


      A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of Holders of Securities of such series, or of Coupons appertaining to
such Securities, with respect to such covenant or provision, shall be deemed not
to affect the rights under this Indenture of the Holders of Securities of any
other series or of the Coupons appertaining to such Securities.

      


      Upon the
request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order) certified by the secretary or
an assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of the Holders of the Securities as aforesaid and other documents, if
any, required by Section 7.01, the Trustee shall join with the Issuer in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

      


      It shall
not be necessary for the consent of the Securityholders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

      


      Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall give notice
thereof (a) to the Holders of then Outstanding Registered Securities of each
series affected thereby, by mailing a notice thereof by first-class mail to such
Holders at their addresses as they shall appear on the Security register, (b) if
any Unregistered Securities of a series affected thereby are then Outstanding,
to the Holders thereof who have filed their names and addresses with the Trustee
within two years preceding such notice, by mailing a notice thereof by
first-class mail to such Holders at such addresses as were so furnished to the
Trustee and (c) if any Unregistered Securities of a series affected thereby are
then Outstanding, to all Holders thereof, by publication of a notice thereof at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York and at least once in an Authorized Newspaper in London (and, if
required by Section 3.06, at least once in an Authorized Newspaper in
Luxembourg), and in each case such notice shall set forth in general terms the
substance of such supplemental indenture. Any failure of the Issuer to give
such

       

      
        
          
          

        

        
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      notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

      


      Section
8.03. Effect of Supplemental
Indenture. Upon the execution of any supplemental indenture pursuant to
the provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Issuer and the Holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

      


      Section
8.04. Documents to be Given to
Trustee. The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive an Officer’s Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article 8 complies with the applicable provisions of this
Indenture.

      


      Section
8.05. Notation on Securities
in Respect of Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. 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 delivered in exchange for the Securities of such series then
Outstanding.

      


      Section
8.06. Subordination
Unimpaired. This Indenture may not be amended to alter the subordination
of any of the Outstanding Securities without the written consent of each holder
of Senior Indebtedness then outstanding that would be adversely affected
thereby.

      


      


      ARTICLE
9


      CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      


      Section
9.01. Covenant Not to Merge,
Consolidate, Sell or Convey Property Except Under Certain
Conditions. The Issuer covenants that it will not merge or consolidate
with any other person or sell, lease or convey all or substantially all of its
assets to any other person, unless (a) either the Issuer shall be the continuing
corporation, or the successor corporation or the person which acquires by sale,
lease or conveyance substantially all the assets of the Issuer (if

       

      
        
          
          

        

        
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      other than the Issuer) shall be a corporation organized under the
laws of the United States of America or any State thereof or the District of
Columbia and shall expressly assume the due and punctual payment of the
principal of and interest on all the Securities and Coupons, if any, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed or observed by
the Issuer, by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation, and (b) the Issuer, such person or
such successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale, lease or conveyance, be in default
in the performance of any such covenant or condition.

      


      Section
9.02. Successor Corporation
Substituted. In case of any such consolidation, merger, sale, lease or
conveyance, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein. Such successor corporation may
cause to be signed, and may issue either in its own name or in the name of the
Issuer prior to such succession any or all of the Securities issuable hereunder
which together with any Coupons appertaining thereto theretofore shall not have
been signed by the Issuer and delivered to the Trustee; and, upon the order of
such successor corporation, instead of the Issuer, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities together with any Coupons
appertaining thereto which previously shall have been signed and delivered by
the officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued
together with any Coupons appertaining thereto shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution
hereof.

      


      In case of
any such consolidation, merger, sale, lease or conveyance such changes in
phrasing and form (but not in substance) may be made in the Securities and
Coupons thereafter to be issued as may be appropriate.

      


      In the
event of any such sale or conveyance (other than a conveyance by way of lease)
the Issuer or any successor corporation which shall theretofore have become such
in the manner described in this Article shall be discharged from all obligations
and covenants under this Indenture and the Securities and may be liquidated and
dissolved.

      


      Section
9.03. Opinion of Counsel
Delivered to Trustee. The Trustee, subject to the provisions of Sections
6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, lease or

       

      
        
          
          

        

        
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      conveyance, and any such assumption, and any such liquidation or
dissolution, complies with the applicable provisions of this
Indenture.

      


      


      ARTICLE
10


      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

      


      Section
10.01. Satisfaction and
Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid
or caused to be paid the principal of and interest on all the Securities of any
series Outstanding hereunder and all unmatured Coupons appertaining thereto
(other than Securities of such series and Coupons appertaining thereto which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.09) as and when the same shall have become due and
payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation
all Securities of any series theretofore authenticated and all unmatured Coupons
appertaining thereto (other than any Securities of such series and Coupons
appertaining thereto which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.09) or (iii) in the
case of any series of Securities where the exact amount (including the currency
of payment) of principal of and interest due on which can be determined at the
time of making the deposit referred to in clause (B) below, (A) all the
Securities of such series and all unmatured Coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (B) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds the entire amount in cash (other than moneys repaid by the Trustee or any
paying agent to the Issuer in accordance with Section 10.04) or, in the case of
any series of Securities the payments on which may only be made in Dollars,
direct obligations of the United States of America, backed by its full faith and
credit (“U.S. Government
Obligations”), maturing as to principal and interest at such times and in
such amounts as will insure the availability of cash, or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay (1) the principal and interest on all Securities of such series
and Coupons appertaining thereto on each date that such principal or interest is
due and payable and (2) any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series; and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to the Securities of such series, then this Indenture
shall cease to be of further effect with respect to the Securities of such
series and the Coupons appertaining thereto (except as to (i) rights of
registration of transfer and exchange of Securities of such Series and of
Coupons appertaining thereto and the Issuer’s right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen

       

      
        
          
          

        

        
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      Securities or Coupons, (iii) rights of holders of Securities and
Coupons appertaining thereto to receive payments of principal thereof and
interest thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, and
(vi) the obligations of the Issuer under Section 3.02) and the Trustee, on
demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of
Counsel and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture as
to such series; provided, that the rights of
Holders of the Securities and Coupons to receive amounts in respect of principal
of and interest on the Securities and Coupons held by them shall not be delayed
longer than required by then-applicable mandatory rules or policies of any
securities exchange upon which the Securities are listed. The Issuer agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

      


      (b)         
The following provisions shall apply to the Securities of each series unless
specifically otherwise provided in a Board Resolution, Officer’s Certificate or
indenture supplemental hereto provided pursuant to Section 2.03. In addition to
discharge of the Indenture pursuant to the next preceding paragraph, in the case
of any series of Securities the exact amounts (including the currency of
payment) of principal of and interest due on which can be determined at the time
of making the deposit referred to in clause (i) below, the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of such a series and the Coupons appertaining thereto on the 91st day after the
date of the deposit referred to in clause (i) below, and the provisions of this
Indenture with respect to the Securities of such series and Coupons appertaining
thereto shall no longer be in effect (except as to (A) rights of registration of
transfer and exchange of Securities of such series and of Coupons appertaining
thereto and the Issuer’s right of optional redemption, if any, (B) substitution
of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (C)
rights of Holders of Securities and Coupons appertaining thereto to receive
payments of principal thereof and interest thereon, upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the Holders
to receive mandatory sinking fund payments, if any, (D) the rights, obligations,
duties and immunities of the Trustee hereunder, (E) the rights of the Holders of
Securities of such series and Coupons appertaining thereto as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all
or any of them and (F) the obligations of the Issuer under Section 3.02) and the
Trustee, at the expense of the Issuer, shall at the Issuer’s request, execute
proper instruments acknowledging the same, if

       

      
        
          
          

        

        
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      (i)         with
reference to this provision the Issuer has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
the Securities of such series and Coupons appertaining thereto (A) cash in an
amount, or (B) in the case of any series of Securities the payments on which may
only be made in Dollars, U.S. Government Obligations, maturing as to principal
and interest at such times and in such amounts as will insure the availability
of cash or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (1) the principal and
interest on all Securities of such series and Coupons appertaining thereto on
each date that such principal or interest is due and payable and (2) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of such
series;

       

      (ii)        such
deposit will not result in a breach or violation of, or constitute a default
under, any agreement or instrument to which the Issuer is a party or by which it
is bound;

       

      (iii)       the
Issuer has delivered to the Trustee an Opinion of Counsel based on the fact that
(x) the Issuer has received from, or there has been published by, the Internal
Revenue Service a ruling or (y) since the date hereof, there has been a change
in the applicable Federal income tax law, in either case to the effect that, and
such opinion shall confirm that, the Holders of the Securities of such series
and Coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred;

       

      (iv)       the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the
defeasance contemplated by this provision have been complied with;

       

      (v)        no
event or condition shall exist that, pursuant to the provisions of Section
13.01, would prevent the Issuer from making payments of the principal of or
interest on the Securities of such series and Coupons appertaining thereto on
the date of such deposit or at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period); and

       

      
        
          
          

        

        
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      (vi)       the Issuer has
delivered to the Trustee an Opinion of Counsel to the effect that (x) the trust
funds will not be subject to any rights of holders of Senior Indebtedness,
including without limitation those arising under Article 13 of this Indenture,
and (y) after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, except that if a court
were to rule under any such law in any case or proceeding that the trust funds
remained property of the Issuer, no opinion is given as to the effect of such
laws on the trust funds except the following: (A) assuming such trust funds
remained in the Trustee’s possession prior to such court ruling to the extent
not paid to Holders of Securities of such series and Coupons appertaining
thereto, the Trustee will hold, for the benefit of such Holders, a valid and
perfected security interest in such trust funds that is not avoidable in
bankruptcy or otherwise, (B) such Holders will be entitled to receive adequate
protection of their interests in such trust funds if such trust funds are used,
and (C) no property, rights in property or other interests granted to the
Trustee or such Holders in exchange for or with respect to any of such funds
will be subject to any prior rights of holders of Senior Indebtedness, including
without limitation those arising under Article 13 of this
Indenture.

      


      (c)          The
Issuer shall be released from its obligations under Section 9.01 with respect to
the Securities of any Series, and any Coupons appertaining thereto, Outstanding
on and after the date the conditions set forth below are satisfied (hereinafter,
“covenant defeasance”).
For this purpose, such covenant defeasance means that, with respect to the
Outstanding Securities of any Series, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in such Section, whether directly or indirectly by reason of any reference
elsewhere herein to such Section or by reason of any reference in such Section
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default, but the remainder
of this Indenture and such Securities and Coupons shall be unaffected thereby.
The following shall be the conditions to application of this subsection (c) of
this Section 10.01:

       

      (i)         The
Issuer has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the holders of the Securities of such series and Coupons appertaining thereto,
(A) cash in an amount, or (B) in the case of any series of Securities the
payments on which may only be made in Dollars, U.S. Government Obligations
maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written

       

      
        
          
          

        

        
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      certification thereof delivered to the Trustee, to pay (1) the
principal and interest on all Securities of such series and Coupons appertaining
thereto and (2) any mandatory sinking fund payments on the day on which such
payments are due and payable in accordance with the terms of the Indenture and
the Securities of such series.

      


      (ii)        No
Default or Event of Default or event which with notice or lapse of time or both
would become a Default or an Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit or, insofar as
subsections 5.01(b) and 5.01(c) are concerned, at any time during the period
ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period).

       

      (iii)       Such
covenant defeasance shall not cause the Trustee to have a conflicting interest
as defined in Section 6.08 and for purposes of the Trust Indenture Act of 1939
with respect to any securities of the Issuer.

       

      (iv)       Such
covenant defeasance shall not result in a breach or violation of, or constitute
a default under, this Indenture or any other agreement or instrument to which
the Issuer is a party or by which it is bound.

       

      (v)        Such
covenant defeasance shall not cause any Securities then listed on any registered
national securities exchange under the Securities Exchange Act of 1934, as
amended, to be delisted.

       

      (vi)       No
event or condition shall exist that, pursuant to the provisions of Section
13.01, would prevent the Issuer from making payments of the principal of or
interest on the Securities of such series and Coupons appertaining thereto on
the date of such deposit or at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).

       

      (vii)      The
Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion
of Counsel to the effect that the Holders of the Securities of such series and
Coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not
occurred.

       

      (viii)     The
Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to the covenant defeasance contemplated by this provision have been
complied with.

      
 

      
        
          
          

        

        
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      (ix) The Issuer has delivered to the Trustee an Opinion of Counsel
to the effect that (x) the trust funds will not be subject to any rights of
holders of Senior Indebtedness, including without limitation those arising under
Article 13 of this Indenture, and (y) after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally, except that if a court were to rule under any such law in any case or
proceeding that the trust funds remained property of the Issuer, no opinion is
given as to the effect of such laws on the trust funds except the following: (A)
assuming such trust funds remained in the Trustee’s possession prior to such
court ruling to the extent not paid to Holders of Securities of such series and
Coupons appertaining thereto, the Trustee will hold, for the benefit of such
Holders, a valid and perfected security interest in such trust funds that is not
avoidable in bankruptcy or otherwise, (B) such Holders will be entitled to
receive adequate protection of their interests in such trust funds if such trust
funds are used, and (C) no property, rights in property or other interests
granted to the Trustee or such Holders in exchange for or with respect to any of
such funds will be subject to any prior rights of holders of Senior
Indebtedness, including without limitation those arising under Article 13 of
this Indenture.

       

      Section
10.02. Application by Trustee
of Funds Deposited for Payment of Securities. Subject to
Section 10.04, all moneys deposited with the Trustee (or other trustee) pursuant
to Section 10.01 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Issuer acting as its own
paying agent), to the Holders of the particular Securities of such series and of
Coupons appertaining thereto for the payment or redemption of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest; but such money need not be segregated from other
funds except to the extent required by law.

      


      Section
10.03. Repayment of Moneys
Held by Paying Agent. In connection with the satisfaction and discharge
of this Indenture with respect to Securities of any series, all moneys then held
by any paying agent under the provisions of this Indenture with respect to such
series of Securities shall, upon demand of the Issuer, be repaid to it or paid
to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys.

      


      Section
10.04. Return of Moneys Held
by Trustee and Paying Agent Unclaimed for Two Years. Any
moneys deposited with or paid to the Trustee or any paying agent for
the payment of the principal of or interest on any Security of any series or
Coupons attached thereto and not applied but remaining unclaimed for two years
after the date upon which such principal or interest shall have become due and
payable, shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned

       

      
        
          
          

        

        
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      or unclaimed property law, be repaid to the Issuer by the Trustee
for such series or such paying agent, and the Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease; provided, however, that the Trustee or
such paying agent, before being required to make any such repayment with respect
to moneys deposited with it for any payment (a) in respect of Registered
Securities of any series, shall at the expense of the Issuer, mail by
first-class mail to Holders of such Securities at their addresses as they shall
appear on the Security register, and (b) in respect of Unregistered Securities
of any series, shall at the expense of the Issuer cause to be published once, in
an Authorized Newspaper in the Borough of Manhattan, The City of New York and
once in an Authorized Newspaper in London (and if required by Section 3.06, once
in an Authorized Newspaper in Luxembourg), notice, that such moneys remain and
that, after a date specified therein, which shall not be less than thirty days
from the date of such mailing or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuer.

      


      Section
10.05. Indemnity for U.S.
Government Obligations. The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 10.01 or the principal or
interest received in respect of such obligations.

      


      


      ARTICLE
11


      MISCELLANEOUS PROVISIONS

      


      Section
11.01. Incorporators,
Stockholders, Officers and Directors of Issuer Exempt from Individual
Liability. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such
or against any past, present or future stockholder, officer or director, as
such, of the Issuer or of any successor, either directly or through the Issuer
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities and the Coupons appertaining thereto by the Holders
thereof and as part of the consideration for the issue of the Securities and the
Coupons appertaining thereto.

      


      Section
11.02. Provisions of Indenture
for the Sole Benefit of Parties and Holders of Securities and Coupons.
Nothing in this Indenture, in the Securities or in the Coupons
appertaining thereto, expressed or implied, shall give or be construed to give
to any person, firm or corporation, other than the parties hereto

       

      
        
          
          

        

        
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      and their successors and the holders of Senior Indebtedness and the
Holders of the Securities or Coupons, if any, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, the holders of the Senior Indebtedness and
the Holders of the Securities or Coupons, if any.

      


      Section
11.03. Successors and Assigns
of Issuer Bound by Indenture. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Issuer shall
bind its successors and assigns, whether so expressed or not.

      


      Section
11.04. Notices and Demands on
Issuer, Trustee and Holders of Securities and Coupons. Any
notice or demand which by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the Holders of
Securities or Coupons to or on the Issuer may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Issuer is filed by the
Issuer with the Trustee) to Morgan Stanley, 1585 Broadway, New York, New York
10036, Attention: Secretary. Any notice, direction, request or demand by the
Issuer or any Holder of Securities or Coupons to or upon the Trustee shall be
deemed to have been sufficiently given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Trustee is filed by the Trustee with the
Issuer) to The Bank of New York Mellon, 101 Barclay St, Floor 8 West, New York,
New York 10286, Attention: Corporate Trust Administration.

      


      Where this
Indenture provides for notice to Holders of Registered Securities, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. In any case
where notice to such Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

      


      In case,
by reason of the suspension of or irregularities in regular mail service, it
shall be impracticable to mail notice to the Issuer when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be reasonably satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.

       

      
        
          
          

        

        
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      Section 11.05.
Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein. Upon
any application or demand by the Issuer to the Trustee to take any
action under any of the provisions of this Indenture, the Issuer shall furnish
to the Trustee an Officer’s Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

      


      Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition (b) a brief statement
as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based (c) a
statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether
or not such covenant or condition has been complied with and (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has
been complied with.

      


      Any
certificate, statement or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of or
representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, information with respect to which is in the possession of
the Issuer, upon the certificate, statement or opinion of or representations by
an officer or officers of the Issuer, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

      


      Any
certificate, statement or opinion of an officer of the Issuer or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Issuer, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based
as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous.

       

      
        
          
          

        

        
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      Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

      


      Section
11.06. Payments Due on
Saturdays, Sundays and Holidays. If the date of maturity of interest on
or principal of the Securities of any series or any Coupons appertaining thereto
or the date fixed for redemption or repayment of any such Security or Coupon
shall not be a Business Day, then payment of interest or principal 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 date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such
date.

      


      Section
11.07. Conflict of Any
Provision of Indenture with Trust Indenture Act of 1939. If and
to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by, or with another provision (an
“incorporated provision”) included in this Indenture by operation of, Sections
310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties
or incorporated provision shall control.

      


      Section
11.08. New York Law to
Govern. This Indenture and each Security and Coupon 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
11.09. Counterparts.
This 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
11.10. Effect of
Headings. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.

      


      Section
11.11. Securities in a Foreign
Currency. Unless otherwise specified in an Officer’s Certificate
delivered pursuant to Section 2.03 of this Indenture with respect to a
particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a Foreign
Currency, then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate. For purposes of this Section 11.11, Market Exchange Rate shall mean the
noon Dollar buying rate in New York City for cable transfers of that currency
published by the Federal Reserve Bank of New York. If such Market Exchange Rate
is not

       

      
        
          
          

        

        
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      available for any reason with respect to such currency, the Trustee
shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question, or such other
quotations as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

      


      All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Issuer and all Holders.

      


      Section
11.12. Judgment
Currency. The Issuer agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of or interest on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then, to the
extent permitted by applicable law, the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding the day on which a final unappealable judgment is
entered, and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, “New York Banking Day” means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close.

      


      Section
11.13. Waiver of Jury
Trial. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT

       

      
        
          
          

        

        
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      PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR
THE TRANSACTION CONTEMPLATED HEREBY.

      


      Section
11.14. Force Majeure.
In no event shall the Trustee be responsible or liable for any failure or delay
in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and,
if beyond its control, interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

      


      


      ARTICLE
12


      REDEMPTION OF SECURITIES AND SINKING FUNDS

      


      Section
12.01. Applicability of
Article. The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 2.03 for Securities of such series. The
Issuer covenants that it shall, if then required under applicable laws,
regulations or policies, seek the prior approval of the Securities and Exchange
Commission or any self-regulatory organization then having jurisdiction before
redeeming any of the Securities.

      


      Section
12.02. Notice of Redemption;
Partial Redemptions. Notice of redemption to the Holders of Registered
Securities of any series to be redeemed as a whole or in part at the option of
the Issuer shall be given by mailing notice of such redemption by first class
mail, postage prepaid, to such Holders of Securities of such series at their
last addresses as they shall appear upon the registry books at least 30 days and
not more than 60 days prior to the date fixed for redemption, or within such
other redemption notice period as has been designated for any Securities of such
series pursuant to Section 2.03 or Section 2.04 (the “Redemption Notice Period”).
Notice of redemption to the Holders of Unregistered Securities to be redeemed as
a whole or in part, who have filed their names and addresses with the Trustee
within the two years preceding such notice of redemption, shall be given by
mailing notice of such redemption, by first class mail, postage prepaid, at
least 30 and not more than 60 days prior to the date fixed for redemption or
within any applicable Redemption Notice Period to such Holders at such addresses
as were so furnished to the Trustee (and, in the case of any such notice given
by the Issuer, the Trustee shall make such information available to the Issuer
for such purpose). Notice of redemption to all other

       

      
        
          
          

        

        
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      Holders of Unregistered Securities shall be published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and in an
Authorized Newspaper in London (and, if required by Section 3.06, in an
Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor more
than 60 days prior to the date fixed for redemption or within any applicable
Redemption Notice Period; provided that notice to
Holders of Unregistered Securities held only in global form may be made, at the
option of the Issuer, through the customary notice provisions of the clearing
system or systems through which beneficial interests in such Unregistered
Securities are owned. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

      


      The notice
of redemption to each such Holder shall specify the principal amount of each
Security of such series held by such Holder to be redeemed, the date fixed for
redemption, the redemption price (or if not then ascertainable, the manner of
calculation thereof), the place or places of payment, that payment will be made
upon presentation and surrender of such Securities and, in the case of
Securities with Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security of a series is
to be redeemed in part only the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Security, a new Security
or Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

      


      The notice
of redemption of Securities of any series to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee
in the name and at the expense of the Issuer.

      


      On or
before the redemption date specified in the notice of redemption given as
provided in this Section, the Issuer will deposit with the Trustee or with one
or more paying agents (or, if the Issuer is acting as its own paying agent, set
aside, segregate and hold in trust as provided in Section 3.04) an amount of
money or other property sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 65 days prior to the date fixed for
redemption or at least 5 days prior to the first day of any applicable
Redemption Notice Period an Officer’s Certificate stating the aggregate
principal amount of Securities to be

       

      
        
          
          

        

        
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      redeemed. In case of a redemption at the election of the Issuer
prior to the expiration of any restriction on such redemption, the Issuer shall
deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officer’s Certificate stating that such
restriction has been complied with.

      


      If less
than all the Securities of a series are to be redeemed, the Trustee shall
select, in such manner as it shall deem appropriate and fair, Securities of such
Series to be redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

      


      Section
12.03. Payment of Securities
Called for Redemption. If notice of redemption has been given as above
provided, the Securities or portions of Securities specified in such notice
shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the date
fixed for redemption, and on and after said date (unless the Issuer shall
default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and the unmatured
Coupons, if any, appertaining thereto shall be void, and, except as provided in
Sections 6.05 and 10.04, such Securities shall cease from and after the date
fixed for redemption to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, together with all
Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that payment of
interest becoming due on or prior to the date fixed for redemption shall be
payable in the case of Securities with Coupons attached thereto, to the Holders
of the Coupons for such interest upon surrender thereof, and in the case of
Registered Securities, to the Holders of such Registered Securities registered
as such on the relevant record date subject to the terms and provisions of
Sections 2.03 and 2.07 hereof.

      


      If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield
to

       

      
        
          
          

        

        
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      Maturity (in the case of an Original Issue Discount Security) borne
by such Security.

      


      If any
Security with Coupons attached thereto is surrendered for redemption and is not
accompanied by all appurtenant Coupons maturing after the date fixed for
redemption, the surrender of such missing Coupon or Coupons may be waived by the
Issuer and the Trustee, if there be furnished to each of them such security or
indemnity as they may require to save each of them harmless.

      


      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.

      


      Section
12.04. Exclusion of Certain
Securities from Eligibility for Selection for Redemption.
Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the Issuer or
(b) an entity specifically identified in such written statement as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer.

      


      Section
12.05. Mandatory and Optional
Sinking Funds. The minimum amount of any sinking fund payment provided
for by the terms of the Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of the Securities of any series is herein
referred to as an “optional sinking fund payment”. The date on which a sinking
fund payment is to be made is herein referred to as the “sinking fund payment
date”.

      


      In lieu of
making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Issuer may at its option (a) deliver to the
Trustee Securities of such series theretofore purchased or otherwise acquired
(except upon redemption pursuant to the mandatory sinking fund) by the Issuer or
receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer
and delivered to the Trustee for cancellation pursuant to Section 2.10, (b)
receive credit for optional sinking fund payments (not previously so credited)
made pursuant to this Section, or (c) receive credit for Securities of such
series (not previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.

       

      
        
          
          

        

        
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      On or before the 60th day next preceding each sinking fund payment
date or the 30th day next preceding the last day of any applicable Redemption
Notice Period relating to a sinking fund payment date for any series, the Issuer
will deliver to the Trustee an Officer’s Certificate (which need not contain the
statements required by Section 11.05) (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis for
such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Defaults or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s
Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day or 30th day,
if applicable, to deliver such Officer’s Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that the
Issuer will make no optional sinking fund payment with respect to such series as
provided in this Section.

      


      If the
sinking fund payment or payments (mandatory or optional or both) to be made in
cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $50,000 (or the
equivalent thereof in any Foreign Currency) or a lesser sum in Dollars (or the
equivalent thereof in any Foreign Currency) if the Issuer shall so request with
respect to the Securities of any particular series, such cash shall be applied
on the next succeeding sinking fund payment date to the redemption of Securities
of such series at the sinking fund redemption price together with accrued
interest to the date fixed for redemption. If such amount shall be $50,000 (or
the equivalent thereof in any Foreign Currency) or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 (or
the equivalent thereof in any Foreign Currency) is available. The Trustee shall
select, in the manner provided in Section 12.02, for redemption on such sinking
fund payment date a sufficient principal amount of Securities of
such

       

      
        
          
          

        

        
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      series to absorb said cash, as nearly as may be, and shall (if
requested in writing by the Issuer) inform the Issuer of the serial numbers of
the Securities of such series (or portions thereof) so selected. Securities
shall be excluded from eligibility for redemption under this Section if they are
identified by registration and certificate number in an Officer’s Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment date
or at least 30 days prior to the last day of any applicable Redemption Notice
Period relating to a sinking fund payment date as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b)
an entity specifically identified in such Officer’s Certificate as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. The Trustee, in the name and at the expense of the
Issuer (or the Issuer, if it shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.02 (and with the effect provided
in Section 12.03) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section. Any and all
sinking fund moneys held on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series shall
be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the Securities of
such series at maturity.

      


      On or
before each sinking fund payment date, the Issuer shall pay to the Trustee in
cash or shall otherwise provide for the payment of all interest accrued to the
date fixed for redemption on Securities to be redeemed on the next following
sinking fund payment date.

      


      The
Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or give any notice of redemption of Securities for such
series by operation of the sinking fund during the continuance of a default in
payment of interest on such Securities or of any Default except that, where the
giving of notice of redemption of any Securities shall theretofore have been
made, the Trustee shall redeem or cause to be redeemed such Securities, provided
that it shall have received from the Issuer a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Default shall occur, and any moneys
thereafter paid into the sinking fund, shall, during the continuance of such
default or Default, be deemed to have been collected under Article 5 and held
for the payment of all such Securities. In case such Default shall have been
waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next

       

      
        
          
          

        

        
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      succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

      


      


      ARTICLE
13


      SUBORDINATION

      


      Section
13.01. Securities and Coupons
Subordinated to Senior Indebtedness. The Issuer
covenants and agrees, and each Holder of a Security or Coupon, by his
acceptance thereof, likewise covenants and agrees, that the indebtedness
represented by the Securities and any Coupons and the payment of the principal
of and interest on each and all of the Securities and of any Coupons is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of Senior
Indebtedness.

      


      In the
event (a) of any insolvency or bankruptcy proceedings or any receivership,
liquidation, reorganization or other similar proceedings in respect of the
Issuer or a substantial part of its property, or of any proceedings for
liquidation, dissolution or other winding up of the Issuer, whether or not
involving insolvency or bankruptcy, or (b) subject to the provisions of Section
13.02 that (i) a default shall have occurred with respect to the payment of
principal of or interest on or other monetary amounts due and payable on any
Senior Indebtedness, or (ii) there shall have occurred an event of default
(other than a default in the payment of principal or interest or other monetary
amounts due and payable) in respect of any Senior Indebtedness, as defined
therein or in the instrument under which the same is outstanding, permitting the
holder or holders thereof to accelerate the maturity thereof (with notice or
lapse of time, or both), and such event of default shall have continued beyond
the period of grace, if any, in respect thereof, and, in the cases of subclauses
(i) and (ii) of this clause (b), such default or event of default shall not have
been cured or waived or shall not have ceased to exist, or (c) that the
principal of and accrued interest on the Securities of any series shall have
been declared due and payable pursuant to Section 5.01 and such declaration
shall not have been rescinded and annulled as provided in Section 5.01
then:

      


      (i)         the
holders of all Senior Indebtedness shall first be entitled to receive payment of
the full amount due thereon, or provision shall be made for such payment in
money or money’s worth, before the Holders of any of the Securities or Coupons
are entitled to receive a payment on account of the principal of or interest on
the indebtedness evidenced by the Securities or of the Coupons, including,
without limitation, any payments made pursuant to Article 12.

      


      (ii)        any
payment by, or distribution of assets of, the Issuer of any kind or character,
whether in cash, property or securities, to which the Holders of any of the
Securities or Coupons or the Trustee would be entitled except for the provisions
of this Article shall be paid or delivered

       

      
        
          
          

        

        
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      by the person making such payment or distribution, whether a trustee
in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of such Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of such Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid after giving effect
to any concurrent payment or distribution (or provision therefor) to the holders
of such Senior Indebtedness, before any payment or distribution is made to the
holders of the indebtedness evidenced by the Securities or Coupons or to the
Trustee under this instrument; and

      


      (iii)       in
the event that, notwithstanding the foregoing, any payment by, or distribution
of assets of, the Issuer of any kind or character, whether in cash, property or
securities, in respect of principal of or interest on the Securities or in
connection with any repurchase by the Issuer of the Securities, shall be
received by the Trustee or the Holders of any of the Securities or Coupons
before all Senior Indebtedness is paid in full, or provision made for such
payment in money or money’s worth, such payment or distribution in respect of
principal of or interest on the Securities or in connection with any repurchase
by the Issuer of the Securities shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any such
Senior Indebtedness may have been issued, ratably as aforesaid, for application
to the payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness.

      


      Notwithstanding
the foregoing, at any time after the 91st day following the date of deposit of
cash or, in the case of Securities payable only in Dollars, U.S. Government
Obligations pursuant to Section 10.01(b) or Section 10.01(c) (provided all other
conditions set out in such Section shall have been satisfied) the funds so
deposited and any interest thereon will not be subject to any rights of holders
of Senior Indebtedness including, without limitation, those arising under this
Article 13.

      


      Section
13.02.  Disputes
with Holders of Certain Senior Indebtedness.  Any
failure by the Issuer to make any payment on or perform any other obligation
under Senior Indebtedness, other than any indebtedness incurred by the Issuer or
assumed or guaranteed, directly or indirectly, by the Issuer for money borrowed
(or any deferral, renewal, extension or refunding thereof) or any indebtedness
or obligation as to which the provisions of this Section shall have been waived
by the Issuer in the instrument or instruments by which the Issuer incurred,
assumed,

       

      
        
          
          

        

        
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      guaranteed or otherwise created such indebtedness or obligation,
shall not be deemed a default or event of default under Section 13.01(b) if (a)
the Issuer shall be disputing its obligation to make such payment or perform
such obligation and (b) either (i) no final judgment relating to such dispute
shall have been issued against the Issuer which is in full force and effect and
is not subject to further review, including a judgment that has become final by
reason of the expiration of the time within which a party may seek further
appeal or review, and (ii) in the event of a judgment that is subject to further
review or appeal has been issued, the Issuer shall in good faith be prosecuting
an appeal or other proceeding for review and a stay of execution shall have been
obtained pending such appeal or review.

      


      Section
13.03. Subrogation.
Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities and any Coupons shall be subrogated (equally and ratably with the
holders of all obligations of the Issuer which by their express terms are
subordinated to Senior Indebtedness of the Issuer to the same extent as the
Securities are subordinated and which are entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Issuer
applicable to the Senior Indebtedness until all amounts owing on the Securities
and any Coupons shall be paid in full, and as between the Issuer, its creditors
other than holders of such Senior Indebtedness and the Holders, no such payment
or distribution made to the holders of Senior Indebtedness by virtue of this
Article that otherwise would have been made to the Holders shall be deemed to be
a payment by the Issuer on account of such Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders, on the one hand, and
the holders of Senior Indebtedness, on the other hand.

      


      Section
13.04. Obligation of Issuer
Unconditional. Nothing contained in this Article or elsewhere in this
Indenture or in the Securities or any Coupons is intended to or shall impair, as
among the Issuer, its creditors other than the holders of Senior Indebtedness
and the Holders, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the
Securities and the amounts owed pursuant to any Coupons as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Issuer
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness in
respect of cash, property or securities of the Issuer received upon the exercise
of any such remedy.

      


      Upon
payment or distribution of assets of the Issuer referred to in this Article, the
Trustee and the Holders shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which any such dissolution, winding
up, liquidation or reorganization proceeding affecting the affairs of
the

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      Issuer is pending or upon a certificate of the trustee in
bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee
or agent or other person making any payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Issuer, the amount thereof or payable
thereon, the amount paid or distributed thereon and all other facts pertinent
thereto or to this Article.

      


      Section
13.05. Payments on Securities
and Coupons Permitted. Nothing contained in this Article or elsewhere in
this Indenture or in the Securities or Coupons shall affect the obligations of
the Issuer to make, or prevent the Issuer from making, payment of the principal
of or interest on the Securities and of any Coupons in accordance with the
provisions hereof and thereof, except as otherwise provided in this
Article.

      


      Section
13.06. Effectuation of
Subordination by Trustee. Each holder of Securities or Coupons, by his
acceptance thereof, authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his attorney-in-fact for any
and all such purposes.

      


      Section
13.07. Knowledge of
Trustee. Notwithstanding the provisions of this Article or any other
provisions of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
moneys to or by the Trustee, or the taking of any other action by the Trustee,
unless and until the Trustee shall have received written notice thereof mailed
or delivered to the Trustee at its Corporate Trust Office from the Issuer, any
Holder, any paying agent or the holder or representative of any class of Senior
Indebtedness; provided
that if at least three Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of the principal or interest on any Security or interest
on any Coupon) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within three Business Days prior to or on or after such
date.

      


      Section
13.08. Trustee May Hold Senior
Indebtedness. The Trustee shall be entitled to all the rights set forth
in this Article with respect to any Senior Indebtedness at the time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in
Section 6.03 or elsewhere in this Indenture shall deprive the Trustee of any of
its rights as such holder.

      


      Section
13.09.  Rights of
Holders of Senior Indebtedness Not Impaired. No right
of any present or future holder of any Senior Indebtedness to enforce
the

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

      


      subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Issuer or by any
noncompliance by the Issuer with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

      


      With
respect to the holders of Senior Indebtedness, (a) the duties and obligations of
the Trustee shall be determined solely by the express provisions of this
Indenture, (b) the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, (c)
no implied covenants or obligations shall be read into this Indenture against
the Trustee and (d) the Trustee shall not be deemed to be a fiduciary as to such
holders.

      


      Section
13.10. Article Applicable to
Paying Agents. In case at any time any paying agent other than the
Trustee shall have been appointed by the Issuer and be then acting hereunder,
the term “Trustee” as used in this Article shall in such case (unless the
context shall require otherwise) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as if such
paying agent were named in this Article in addition to or in place of the
Trustee, provided,
however, that Sections 13.07 and 13.08 shall not apply to the Issuer if
it acts as its own paying agent.

      


      Section
13.11. Trustee; Compensation
Not Prejudiced. Nothing in this Article shall apply to claims of, or
payments to, the Trustee pursuant to Section 6.06.

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

      


      IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, all as of
[                     
],
[20_ _].

       

      
        	 	
                MORGAN
      STANLEY

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                [CORPORATE
      SEAL]

              	 	 	 	 
	 	
                By:  
      

              	 	 
	 	 	
                Name: 
      

              	 	 
	 	 	
                Title:

              	 	 


      

       

      
        
          
            	
                    Attest:

                  	 	 	 	 	 
	 	 	 	 	 	 	 
	
                    By:  
      

                  	 	 	
                     
      

                  	 	 


          

           

        

        
          	 	
                  THE
      BANK OF NEW YORK MELLON,

                  TRUSTEE

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                  By:  
      

                	 	 
	 	 	
                  Name: 
      

                	 	 
	 	 	
                  Title:

                	 	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	STATE
      OF NEW YORK 	
                )

              	 	 
	 	
                )

              	ss.:	 
	COUNTY OF NEW
      YORK       	
                )

              	 	 


      

      


      On this ____ of ________,
[            ]
before me personally
came                                    
, to me
personally known, who, being by me duly sworn, did depose and say
that he resides
at                                                      that he is
the                                       of Morgan Stanley,
one of the corporations described in and which executed the above 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.

      


      [NOTARIAL
SEAL]

      
 

      


      ________________________


      Notary
Public

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	STATE
      OF NEW YORK 	
                  )

                	 	 
	 	
                  )

                	ss.:	 
	COUNTY OF NEW
      YORK       	
                  )

                	 	 


        

        

          On this ____ of ________,
[            ]
before me personally
came                                    
, to me
personally known, who, being by me duly sworn, did depose and say
that he resides
at                                                      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 like authority.



      

      [NOTARIAL
SEAL]

      
 

      


      ________________________


      Notary
Public

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      CROSS REFERENCE SHEET

       

       

        
          

        

      

       

      Between

      


      Provisions
of Trust Indenture Act of 1939 and Series Z Junior Subordinated Indenture
to be dated as of
[                         
], [20_ _] between MORGAN STANLEY and THE BANK OF NEW YORK MELLON,
Trustee.

      


      
        	
                Section
      of the Act

              	 
      	
                Section
      of the Indenture

              
	 	 
	
                310(a)(1)
      and (2)

              	
                6.09

              
	
                310(a)(3)
      and (4)

              	 
      	
                Inapplicable

              
	
                310(b)

              	 
      	
                6.08
      and 6.10(a), (b) and (d)

              
	
                310(c)

              	 
      	
                Inapplicable

              
	
                311(a)

              	
                6.13

              
	
                311(b)

              	
                6.13

              
	
                312(a)

              	
                4.01

              
	
                312(b)

              	
                4.02

              
	
                312(c)

              	
                4.02

              
	
                313(a)

              	
                4.04

              
	
                313(b)(1)

              	 
      	
                Inapplicable

              
	
                313(b)(2)

              	 
      	
                Inapplicable

              
	
                313(c)

              	
                4.04

              
	
                313(d)

              	
                4.03

              
	
                314(a)

              	
                4.03

              
	
                314(b)

              	 
      	
                Inapplicable

              
	
                314(c)(1)
      and (2)

              	
                11.05

              
	
                314(c)(3)

              	 
      	
                Inapplicable

              
	
                314(d)

              	 
      	
                Inapplicable

              
	
                314(e)

              	
                11.05

              
	
                314(f)

              	 
      	
                Inapplicable

              
	
                315(a),
      (c) and (d)

              	
                6.01

              
	
                315(b)

              	
                5.11

              
	
                315(e)

              	
                5.12

              
	
                316(a)(1)

              	
                5.09

              
	
                316(a)(2)

              	 
      	
                Inapplicable

              
	
                316(b)

              	
                5.07

              
	
                317(a)(1)

              	
                5.02

              
	
                317(a)(2)

              	 
      	
                5.02(a)

              
	
                317(b)

              	 
      	
                3.04(a)
      and (b)

              
	
                318(a)

              	
                11.07

              


      

       

      Note: This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Series Z Junior Subordinated Indenture.