EXHIBIT
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    TRUST
AGREEMENT

    OF

    MORGAN
STANLEY CAPITAL TRUST XII

     

    THIS TRUST
AGREEMENT is made as of December 12, 2008 (this "Trust Agreement"), among Morgan
Stanley, a Delaware corporation, as depositor (the "Depositor"), BNY Mellon
Trust of Delaware, a Delaware banking corporation, as Delaware Trustee (the
"Delaware Trustee"), The Bank of New York Mellon, a New York banking
corporation, as property trustee (the "Property Trustee," and together with the
Delaware Trustee, the "Issuer Trustees"), and Debra M. Aaron and Daniel B. Park,
individuals, as administrators (together, the "Administrators").  The
Depositor, the Issuer Trustees and the Administrators hereby agree as
follows:

     

    1.           The
trust created hereby shall be known as Morgan Stanley Capital Trust XII
(the "Issuer Trust"), in which name the Issuer Trustees or the Depositor, to the
extent provided herein, may conduct the business of the Issuer Trust, make and
execute contracts, and sue and be sued.

     

    2.           The
Depositor hereby assigns, transfers, conveys and sets over to the Issuer Trust
the sum of $10.  It is the intention of the parties hereto that the
Issuer Trust created hereby constitute a statutory trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq. (the "Statutory
Trust Act"), and that this document constitute the governing instrument of the
Issuer Trust.  The Issuer Trustees are hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Statutory Trust Act.

     

    3.           An
amended and restated Trust Agreement satisfactory to each party to it and
substantially in the form to be included as an exhibit to the 1933 Act
Registration Statement (as herein defined), or in such other form as the parties
thereto may approve, will be entered into to provide for the contemplated
operation of the Issuer Trust created hereby and the issuance of the Capital or
Preferred Securities and Common Securities, if any, referred to
therein.  Prior to the execution and delivery of such amended and
restated Trust Agreement, the Issuer Trustees shall not have any duty or
obligation hereunder or with respect of the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.  Notwithstanding the foregoing, the
Issuer Trustees may take all actions deemed proper as are necessary to effect
the transactions contemplated herein.  It is the intent of the parties
hereto that the Administrators shall not be trustees with respect to the Issuer
Trust and this Trust Agreement shall be construed in a manner consistent with
such intent.

     

    4.           The
Depositor, as the depositor of the Issuer Trust, is hereby authorized and
appointed as the Issuer Trust's and the Issuer Trustees' true and lawful
attorney-in-fact and agent (i) to file with the Securities and Exchange
Commission (the "Commission") and to execute, in the case of the 1933 Act
Registration Statement and 1934 Act Registration Statement (each as herein
defined) and any and all amendments thereto, including pre-effective and
post-effective amendments, on behalf of the Issuer Trust, (a) a Registration
Statement (the "1933 Act 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Registration
Statement"), including pre-effective or post-effective amendments thereto, with
all exhibits thereto, and any other documents that may be required in connection
therewith, relating to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of the Capital or Preferred Securities of the Issuer
Trust, (b) any preliminary prospectus or prospectus or supplement thereto
relating to the Capital or Preferred Securities required to be filed pursuant to
the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate
form (the "1934 Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, with all exhibits thereto, and with any other
documents that may be required in connection therewith, relating to the
registration of the Capital or Preferred Securities of the Issuer Trust under
the Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange, Inc., the NYSE Alternext US LLC, The NASDAQ Stock Market LLC,
The London Stock Exchange plc, The Luxembourg Stock Exchange, The Paris Bourse
or other stock exchange or securities market, or the Financial Industry
Regulatory Authority, Inc. ("FINRA"), and execute and verify on behalf of the
Issuer Trust a listing application and all other applications, statements,
certificates, agreements and other instruments, under seal or otherwise, as
shall be necessary or desirable, and do or cause to be done all such acts and
things in the name of and on behalf of the Issuer Trust to meet the requirements
of any such stock exchange or securities market, or to appear before the
appropriate representatives of committees of any such stock exchange or
securities market, in order to cause the Capital or Preferred Securities to be
listed on any such stock exchange or securities market; (iii) to file, execute
and verify on behalf of the Issuer Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents as shall be necessary or desirable to register or
qualify the Capital or Preferred Securities for offer and sale under the
securities or "Blue Sky" laws of the various states and jurisdictions of the
United States or under any foreign laws or regulations as the Depositor, on
behalf of the Issuer Trust, may deem necessary or desirable; (iv) to execute,
deliver and perform on behalf of the Issuer Trust an underwriting agreement with
one or more underwriters relating to the offering of the Capital or Preferred
Securities of the Issuer Trust; (v) to execute and deliver letters or documents
to, or instruments for filing with, a depository relating to the Capital or
Preferred Securities of the Issuer Trust; and (vi) to take all other actions
incident and reasonably related to the performance of its obligations hereunder
that are not specifically provided for in this section.

     

    In the
event that any filing referred to in clauses (i), (ii) or (iii) above is
required by the rules and regulations of the Commission, the New York Stock
Exchange or such other exchanges or securities markets, FINRA, or the securities
or "Blue Sky" laws or foreign laws or regulations to be executed on behalf of
the Issuer Trust by the Administrators, the Administrators, in their capacity as
administrators of the Issuer Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Issuer Trust any and all of
the foregoing, it being understood that the Administrators, in their capacity as
administrators of the Issuer Trust, shall not be required to join in any such
filing or execute on behalf of the Issuer Trust any such document unless
required by the rules and regulations of the Commission, the New York Stock
Exchange or such other exchanges or securities markets, FINRA, or the securities
or "Blue Sky" laws or foreign laws or regulations.

     

    5.           This
Trust Agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

     

     

    
      
        
        

      

      
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    6.           The
number of trustees and administrators of the Issuer Trust initially shall be two
trustees and two administrators and thereafter the number of trustees and
administrators of the Issuer Trust shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor, which may increase
or decrease the number of trustees and administrators of the Issuer Trust;
provided, however, that, to the extent required by the Statutory Trust Act, one
trustee of the Issuer Trust shall either be a natural person who is a resident
of the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware.  Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
trustee or administrator of the Issuer Trust at any time.  Any trustee
or administrator of the Issuer Trust may resign upon thirty days' prior notice
to the Depositor.

     

    7.           This
Trust Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware (without regard to conflict of laws
principles).

     

    8.           The
Depositor hereby agrees to indemnify the Issuer Trustees and any of the
officers, directors, employees and agents of the Issuer Trustees (the
"Indemnified Persons") for, and to hold each Indemnified Person harmless
against, any liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

     

    [SIGNATURE
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    IN WITNESS
WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed
as of the day and year first above written.

     

    
       

      
        	
                MORGAN
      STANLEY,

                as
      Depositor

              	 
      
	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Daniel B. Park

              	 
      
	 
      	
                Name:

              	
                Daniel
      B. Park

              	 
      
	 
      	
                Title:

              	
                Assistant
      Treasurer

              	 
      
	 	 	 	 
	 	 	 	 
	
                BNY
      MELLON TRUST OF DELAWARE,

                not
      in its individual capacity, but solely as

                Delaware
      Trustee

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Kristine K. Gullo

              	 
      
	 
      	
                Name:

              	
                Kristine
      K. Gullo

              	 
      
	 
      	
                Title:

              	
                Vice
      President

              	 
      
	 	 	 	 
	 	 	 	 
	
                THE
      BANK OF NEW YORK MELLON, 

                  not
      in its individual capacity, but solely as 

                    Property
      Trustee

                  

                

              	 
      
	
                 

              	 
      	 
      	 
      
	
                 

              	 
      	 
      	 
      
	
                By:

              	
                /s/ Franca M. Ferrera

              	 
      
	 
      	
                Name:

              	
                Franca
      M. Ferrera

              	 
      
	 
      	
                Title:

              	
                Assistant
      Vice President

              	 
      
	 	 	 	 


      

       

      
        	 	 	 	 
	
                /s/ Debra M. Aaron

              	 
      	 
      
	
                Name:

              	
                Debra
      M. Aaron

              	 
      
	
                Title:

              	
                Administrator

              	 
      
	 	 	 	 
	 	 	 	 
	
                /s/ Daniel B. Park

              	 
      	 
      
	
                Name:

              	
                Daniel
      B. Park

              	 
      	 
      
	
                Title:   

              	Administrator	 
      	 
      


      

       

      


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