Morgan Stanley 2009 Annual Report Download - page 249

Exhibit Index
Certain of the following exhibits, as indicated parenthetically, were previously filed as exhibits to registration
statements filed by Morgan Stanley or its predecessor companies under the Securities Act or to reports or
registration statements filed by Morgan Stanley or its predecessor companies under the Exchange Act and are
hereby incorporated by reference to such statements or reports. Morgan Stanley’s Exchange Act file number is
1-11758. The Exchange Act file number of Morgan Stanley Group Inc., a predecessor company (“MSG”), was
1-9085.1
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Morgan Stanley, as amended to date (Exhibit
3 to Morgan Stanley’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).
3.2* Amended and Restated Bylaws of Morgan Stanley, as amended to date.
4.1 Indenture dated as of February 24, 1993 between Morgan Stanley and The Bank of New York, as
trustee (Exhibit 4 to Morgan Stanley’s Registration Statement on Form S-3 (No. 33-57202)).
4.2 Amended and Restated Senior Indenture dated as of May 1, 1999 between Morgan Stanley and The
Bank of New York, as trustee (Exhibit 4-e to Morgan Stanley’s Registration Statement on Form
S-3/A (No. 333-75289) as amended by Fourth Supplemental Senior Indenture dated as of October 8,
2007 (Exhibit 4.3 to Morgan Stanley’s Annual Report on Form 10-K for the fiscal year ended
November 30, 2007).
4.3 Senior Indenture dated as of November 1, 2004 between Morgan Stanley and The Bank of New
York, as trustee (Exhibit 4-f to Morgan Stanley’s Registration Statement on Form S-3/A
(No. 333-117752), as amended by First Supplemental Senior Indenture dated as of September 4,
2007 (Exhibit 4.5 to Morgan Stanley’s Annual Report on Form 10-K for the fiscal year ended
November 30, 2007), Second Supplemental Senior Indenture dated as of January 4, 2008 (Exhibit
4.1 to Morgan Stanley’s Current Report on Form 8-K dated January 4, 2008), Third Supplemental
Senior Indenture dated as of September 10, 2008 (Exhibit 4 to Morgan Stanley’s Quarterly Report
on Form 10-Q for the quarter ended August 31, 2008), Fourth Supplemental Senior Indenture dated
as of December 1, 2008 (Exhibit 4.1 to Morgan Stanley’s Current Report on Form 8-K dated
December 1, 2008) and Fifth Supplemental Senior Indenture dated as of April 1, 2009 (Exhibit 4 to
Morgan Stanley’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
4.4 The Unit Agreement Without Holders’ Obligations, dated as of August 29, 2008, between Morgan
Stanley and The Bank of New York Mellon, as Unit Agent, as Trustee and Paying Agent under the
Senior Indenture referred to therein and as Warrant Agent under the Warrant Agreement referred to
therein (Exhibit 4.1 to Morgan Stanley’s Current Report on Form 8-K dated August 29, 2008).
4.5 Amended and Restated Subordinated Indenture dated as of May 1, 1999 between Morgan Stanley
and The Bank of New York, as trustee (Exhibit 4-f to Morgan Stanley’s Registration Statement on
Form S-3/A (No. 333-75289)).
4.6 Subordinated Indenture dated as of October 1, 2004 between Morgan Stanley and The Bank of New
York, as trustee (Exhibit 4-g to Morgan Stanley’s Registration Statement on Form S-3/A
(No. 333-117752)).
4.7 Junior Subordinated Indenture dated as of March 1, 1998 between Morgan Stanley and The Bank of
New York, as trustee (Exhibit 4.1 to Morgan Stanley’s Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998).
(1) For purposes of this Exhibit Index, references to “The Bank of New York” mean in some instances the entity
successor to JPMorgan Chase Bank, N.A. or J.P. Morgan Trust Company, National Association; references to
“JPMorgan Chase Bank, N.A.” mean the entity formerly known as The Chase Manhattan Bank, in some
instances as the successor to Chemical Bank; references to “J.P. Morgan Trust Company, N.A.” mean the
entity formerly known as Bank One Trust Company, N.A., as successor to The First National Bank of Chicago.
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