Morgan Stanley 2014 Annual Report Download - page 322

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
2.1 Amended and Restated Joint Venture Contribution and Formation Agreement dated as of May 29,
2009 by and among Citigroup Inc. and Morgan Stanley and Morgan Stanley Smith Barney Holdings
LLC (Exhibit 10.1 to Morgan Stanley’s Current Report on Form 8-K dated May 29, 2009).
2.2 Integration and Investment Agreement dated as of March 30, 2010 by and between Mitsubishi UFJ
Financial Group, Inc. and Morgan Stanley (Exhibit 2.2 to Morgan Stanley’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2011).
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), as amended by
the Certificate of Elimination of Series B Non-Cumulative Non-Voting Perpetual Convertible Preferred
Stock (Exhibit 3.1 Morgan Stanley’s Current Report on Form 8-K dated July 20, 2011), as amended by
the Certificate of Merger of Domestic Corporations dated December 29, 2011 (Exhibit 3.3 to Morgan
Stanley’s Annual Report on Form 10-K for the year ended December 31, 2012), as amended by the
Certificate of Designation of Preferences and Rights of the Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series E (Exhibit 2.5 to Morgan Stanley’s Registration Statement on Form 8-A dated
September 27, 2013), as amended by the Certificate of Designation of Preferences and Rights of the
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F (Exhibit 2.3 to Morgan Stanley’s
Registration Statement on Form 8-A dated December 9, 2013), as amended by the Certificate of
Designation of Preferences and Rights of the 6.625% Non-Cumulative Preferred Stock, Series G
(Exhibit 2.3 to Morgan Stanley’s Registration Statement on Form 8-A dated April 28, 2014), as
amended by the Certificate of Designation of Preferences and Rights of the Fixed-to-Floating Rate Non-
Cumulative Preferred Stock, Series H (Exhibits 3.2 and 4.2 to Morgan Stanley’s Registration Statement
on Form 8-K dated April 29, 2014), as amended by the Certificate of Designation of Preferences and
Rights of the Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I (Exhibit 2.3 to Morgan
Stanley’s Registration Statement on Form 8-A dated September 17, 2014).
3.2 Amended and Restated Bylaws of Morgan Stanley, as amended to date (Exhibit 3.1 to Morgan
Stanley’s Current Report on Form 8-K dated March 9, 2010).
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).
(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.
E-1