[FORM OF FACE OF REGISTERED CALL WARRANT CERTIFICATE]

 

 

 

[FORM OF FACE OF REGISTERED CALL WARRANT CERTIFICATE]

 

[Unless and until it is exchanged in whole or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby 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.

 

Unless this Warrant Certificate is presented by an authorized representative of the Depositary (55 Water Street, New York) to Morgan Stanley or its agent for registration of transfer, exchange or payment, and any Warrant issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]¹

 

MORGAN STANLEY

[Designation of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO_____]¹

 

WARRANT PROPERTY:

 

AMOUNT OF WARRANT PROPERTY

PURCHASABLE PER WARRANT:

 

CALL PRICE PER WARRANT:

 

________________

 

 

 

FORM OF PAYMENT OF

CALL PRICE:

 

CASH SETTLEMENT AMOUNT:

 

FORM OF SETTLEMENT:

 

DATES OF EXERCISE:

 

OTHER TERMS:

 

This Warrant Certificate certifies that __________, or registered assigns, is the Registered Holder of the number of [Designation of Warrants] (the “Warrants”) [specified above]² [specified on Schedule A hereto]³.  Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith) (the “Exercise Notice”), duly completed and executed, except in the case of any automatic exercise, and the Call Price per Warrant set forth above, in the form set forth above, for each Warrant to be exercised  (the “Exercise Property”) at the Warrant Agent’s Window, Attention: Tender Department, in the Borough of Manhattan, The City of New York (which is, on the date hereof, 101 Barclay Street, 7W New York, New York 10286, Attention: Tender Department), each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Morgan Stanley (the “Company”) the amount and form of property (the “Warrant Property”) specified above, or if the Warrant is to be cash settled, the cash settlement amount (the “Cash Settlement Amount”) specified above.  Warrants will not entitle the Warrantholder to any of the rights of the holders of any of the Warrant Property. Warrantholders will not receive any interest on any Cash Settlement Amount.

 

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place.

 

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

 

_____________________ 

 

IN WITNESS WHEREOF, Morgan Stanley has caused this instrument to be duly executed.

 

Dated: ______________________

MORGAN STANLEY
By:
Name:
Title:

Attest:

By: _________________________

Secretary

 

Countersigned as of the date above written:

 

THE BANK OF NEW YORK,

as Warrant Agent

 

By: _________________________

Authorized Signatory

 

 

 

[FORM OF REVERSE OF REGISTERED CALL WARRANT CERTIFICATE]

MORGAN STANLEY

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Company pursuant to a Warrant Agreement, dated as of November 1, 2004 (the “Warrant Agreement”), between the Company and The Bank of New York, a New York banking corporation, (as successor to JPMorgan Chase Bank N.A., (formerly known as JPMorgan Chase Bank)) (the “Warrant Agent”) and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate.  Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement.  A copy of the Warrant Agreement is on file at the Warrant Agent’s Office.  The Warrants constitute a separate series of Warrants under the Warrant Agreement.

 

The Warrants are unsecured contractual obligations of the Company and rank pari passu with the Company’s other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt.

 

Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property to the Warrant Agent’s Window, in the Borough of Manhattan, The City of New York, which is, on the date hereof (unless otherwise specified herein), The Bank of New York, 101 Barclay Street, 7W New York, New York 10286, Attention: Tender Department, or at such other address as the Warrant Agent may specify from time to time.

 

Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property or the Cash Settlement Amount, as applicable, set forth on the face hereof.

 

The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.

 

This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York.

 

 

 

 

Exercise Notice

The Bank of New York

101 Barclay Street, 7W

New York, New York 10286

 

Attention:  Tender Department

 

The undersigned (the “Registered Holder”) hereby irrevocably exercises __________ Warrants (the “Exercised Warrants”) and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto.

 

The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property, or the Cash Settlement Amount, as applicable, as follows:

 

and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to:

 

Dated:
			(Registered Holder)

By:
	Authorized Signature
	Address:
	Telephone:

 

 

 

 

[If Warrant is a Global Warrant, insert this Schedule A.]

 

 

 

GLOBAL

WARRANT

SCHEDULE OF EXCHANGES

The initial number of Warrants represented by this Global Warrant is __________. In accordance with the Warrant Agreement [and the Unit Agreement] dated as of November 1, 2004 among the Issuer [and], The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), [as Unit Agent,] as Warrant Agent[, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein], the following [(A) exchanges of [the number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that has been separated from a Unit (a “Separated Warrant”)]⁴ [the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “Attached Unit Warrant”) for a like number of Warrants represented by this Global Warrant]⁵ or (B)] reductions as a result of the exercise of the number of Warrants indicated below have been made:

 

Date of Exchange or Exercise	[Number Exchanged for  Separated  Warrants]1	[Reduced Number Outstanding Following Such Exchange]1	[Number of Attached Unit Warrants Exchanged  for Warrants represented by this Separated Warrant]2	[Increased Number Outstanding Following Such Exchange]2	Number of Warrants Exercised	Reduced Number Outstanding Following Such Exercise	Notation Made by or on Behalf of Warrant Agent

__________________________________