Amendment No. 2 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GFjaIxANp2aiRfZdxYa0tdp1tE4Zl7+BvDSfOSp9NbsdBNNjCAT2HmWUGvH0ud2P F3OhxT220WQ3j0taSEDE0w== 0001193125-09-117477.txt : 20090522 0001193125-09-117477.hdr.sgml : 20090522 20090522144830 ACCESSION NUMBER: 0001193125-09-117477 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090522 DATE AS OF CHANGE: 20090522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46526 FILM NUMBER: 09848871 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MITSUBISHI UFJ FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000067088 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7-1 MARUNOUCHI 2-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-8330 BUSINESS PHONE: 2125301784 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS 14F STREET 2: CF BTMU PLANNING OFFICE ATTN. SASAKI CITY: NEW YORK STATE: NY ZIP: 10020-1104 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF TOKYO MITSUBISHI LTD /ADR/ DATE OF NAME CHANGE: 20010402 FORMER COMPANY: FORMER CONFORMED NAME: MITSUBISHI BANK LTD /ADR/ DATE OF NAME CHANGE: 19920929 FORMER COMPANY: FORMER CONFORMED NAME: MITSUBISHI TOKYO FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920929 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

MORGAN STANLEY

(Name of Issuer)

Common Stock, par value $0.01 per Share

(Title of Class of Securities)

617446448

(CUSIP Number)

Akira Kamiya

Managing Officer

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome

Tokyo 100-8330, Japan

81-3-3240-1111

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications)

May 22, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


CUSIP NO. 617446448		13D		Page of Pages


1.	NAME OF REPORTING PERSON: Mitsubishi UFJ Financial Group, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions): SC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Tokyo, Japan


NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		7. SOLE VOTING POWER: 21.47%
		8. SHARED VOTING POWER: N/A
		9. SOLE DISPOSITIVE POWER: 21.47%
		10. SHARED DISPOSITIVE POWER: N/A


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 339,839,033 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21.47%
14.	TYPE OF REPORTING PERSON (See Instructions): CO

This statement (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D, filed on October 23, 2008 and amended by the first amendment thereto, filed on October 30, 2008 (as amended, the “Schedule 13D”), by Mitsubishi UFJ Financial Group, Inc. (“MUFG”), a joint stock company incorporated in Japan, with respect to shares of common stock (the “Common Stock”) of Morgan Stanley, a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

On May 7, 2009, the Company announced its intention to issue shares of its Common Stock in a registered public offering (the “Offering”) as to which MUFG has preemptive rights under the terms of the Investor Agreement. On May 8, 2009, MUFG and the Company entered into a Letter Agreement (the “Letter Agreement”) whereby MUFG expressed its willingness to purchase shares of Common Stock in the Offering in amount equal to the lesser of (i) 20% of the aggregate number of shares of Common Stock sold in the Offering (including shares subject to the related over-allotment option) and (ii) the number of shares of Common Stock that could be purchased for $600,000,000 at the price per share paid by purchasers in the Offering (in each case, subject to MUFG’s right to purchase a sufficient number of shares of Common Stock to maintain an Investor Percentage Interest of at least 20%, as such term is defined in the Letter Agreement). On May 12, 2009, the Company announced that it would be increasing the size of the Offering from 146,000,000 shares of Common Stock (and 21,900,000 shares of Common Stock (the “Green Shoe Shares”) subject to the related over-allotment option) to 168,358,334 shares of Common Stock plus the Green Shoe Shares. The Company issued in the Offering 190,258,334 shares of Common Stock (including the Green Shoe Shares). Pursuant to the Letter Agreement, MUFG purchased in the Offering 29,375,000 shares (the “Purchased Common Shares”) of Common Stock at a price of $24 per share for an aggregate purchase price of $705,000,000 (the “Purchase Price”).

Also on May 8, 2009, MUFG and the Company entered into the Series C Preferred Stock Repurchase Agreement (the “Repurchase Agreement”). Under the Repurchase Agreement, MUFG and the Company agreed that, to the extent that MUFG purchases and acquires shares of Common Stock in the Offering, the Company would repurchase a number of shares (the “Repurchased Series C Shares”) of Series C Preferred Stock from MUFG in an amount equal to (x) the purchase price paid by MUFG for shares of Common Stock in the Offering divided by (y) $1,100 per share of Series C Preferred Stock (rounded down to the nearest whole number). In addition, MUFG, the Company and Morgan Stanley & Co. Incorporated (“Morgan Stanley & Co.”) entered into a Letter Agreement, dated as of May 13, 2009 (the “Second Letter Agreement”), whereby the parties thereto confirmed that settlement of the Purchased Common Shares shall occur on May 22, 2009 or as soon as practicable on the first business day thereafter following the Company having satisfied the applicable regulatory requirements in Japan. Under the Second Letter Agreement, MUFG assigned to Morgan Stanley & Co. its right to receive payment from the Company for the Repurchased Series C Shares. Pursuant to the Repurchase Agreement and the Second Letter Agreement, (i) the Company purchased from MUFG 640,909 shares of Series C Preferred Stock at a price of $1,100 per share for an aggregate purchase price of $705,000,000 (the “Repurchase Price”) and (ii) the Purchase Price and the Repurchase Price were netted against each other.

No other part of the Purchase Price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities described in this Amendment. The Letter Agreement, the Repurchase Agreement and the Second Letter Agreement are filed as Exhibit 8, Exhibit 9 and Exhibit 10, respectively, to this Amendment and are hereby incorporated by reference herein.

As of May 15, 2009, certain affiliates of MUFG held in the aggregate 14,878,125 shares of Common Stock in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts. MUFG disclaims beneficial ownership of such shares.

Except as noted above, Item 3 of the Schedule 13D is hereby incorporated by reference herein.

Item 4.

Purpose of Transaction

The purpose of the transactions described in this Amendment is to allow MUFG to exercise its preemptive rights under the Investor Agreement in order to maintain its desired level of ownership in the Company.

Board Membership and Beneficial Ownership of Company Securities

On March 10, 2009, Mr. Nobuyuki Hirano, a Director of MUFG and a Senior Managing Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd., was elected to serve as a Director on the Company’s Board of Directors. On the same date, Mr. Noriaki Goto was appointed to serve on behalf of MUFG as an Observer to the Company’s Board of Directors. Mr. Hirano and Mr. Goto were nominated by MUFG to serve as a Director and Observer, respectively, pursuant to the terms of the Investor Agreement.

Registration Rights Applicable to MUFG

Pursuant to the Repurchase Agreement, MUFG and the Company agreed to amend the definition of the term “Registrable Securities” under the Registration Rights Agreement to include the shares of Common Stock purchased by MUFG in the Offering.

Except as noted above, Item 4 of the Schedule 13D is hereby incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

(a) Rows (7) through (11) and (13) of the cover pages to this Statement are hereby incorporated by reference. For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 1,582,564,729 (which is the number of shares of Common Stock outstanding as of April 30, 2009, as reported by the Company in their quarterly report on Form 10-Q for the quarter ended March 31, 2009, plus the shares of Common Stock issuable upon conversion of the Series B Preferred Stock at the Initial Conversion Price).

As of May 22, 2009, MUFG beneficially owns 339,839,033 shares of Common Stock, representing approximately 21.47% of the outstanding shares of Common Stock of the Company (assuming full conversion of all of the shares of Series B Preferred Stock held by MUFG at the Initial Conversion Price and further assuming no conversion of any other securities not beneficially owned by MUFG that are convertible or exchangeable into shares of Common Stock).

(b) MUFG has the sole power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by it (including the shares of Common Stock issuable upon conversion of the Series B Preferred Stock) as indicated in rows (7) through (11) and (13) of the cover pages to this Statement.

(c) Except as described herein, neither MUFG nor, to its knowledge, any of its directors or executive officers has engaged in any transactions in shares of the Company’s Common Stock in the past 60 days except transactions in a fiduciary capacity as described under Item 3.

(d) No other person is known by MUFG to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company’s securities beneficially owned by MUFG.

(e) Not applicable.

Item 7.

Material to be Filed as Exhibits


Exhibit		Description
8.		Letter Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

9.		Series C Preferred Stock Repurchase Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

10.		Letter Agreement, dated as of May 13, 2008, by and among Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. Incorporated.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 22, 2009


MITSUBISHI UFJ FINANCIAL GROUP, INC.

By:		/s/ Akira Kamiya
Name:		Akira Kamiya
Title:		Managing Officer

EXHIBIT INDEX


Exhibit		Description
8.		Letter Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

9.		Series C Preferred Stock Repurchase Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

10.		Letter Agreement, dated as of May 13, 2008, by and among Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. Incorporated.

EX-8 2 dex8.htm LETTER AGREEMENT, DATED AS OF MAY 8, 2009 Letter Agreement, dated as of May 8, 2009

Exhibit 8

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome, Chiyoda-ku

Tokyo 100-8330 Japan

May 8, 2009

Morgan Stanley

1585 Broadway

New York, New York 10036

Letter Agreement

Ladies and Gentlemen:

Reference is made to (i) the Investor Agreement (the “Investor Agreement”), dated as of October 13, 2008, as amended, between Mitsubishi UFJ Financial Group, Inc. (the “Investor”) and Morgan Stanley (the “Company”), (ii) the Registration Rights Agreement (the “Registration Rights Agreement), dated as of October 13, 2008, between the Investor and the Company, (iii) the 10% Series C Non-cumulative Non-voting Perpetual Preferred Stock of the Company (“Series C Preferred”), (iv) the Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 14, 2008, between the Company and the U.S. Department of the Treasury (the “U.S. Treasury”) and (v) the Series C Preferred Stock Repurchase Agreement (the “Repurchase Agreement”) dated as of May 8, 2009, by and among the Company and the Investor being entered into concurrently with this Letter Agreement.

You have informed us that the Company is proposing to issue shares of its common stock, par value $.01 per share (“Common Stock”), in a registered public offering (the “Offering”). In reliance on the Company’s commitments set forth under the Repurchase Agreement, the Investor hereby expresses its willingness to purchase shares of Common Stock in the Offering and, if exercised, the “Green Shoe” associated with the Offering in an amount equal to the lesser of (i) 20% of the aggregate number of shares sold in the Offering (including the Green Shoe, if exercised) and (ii) the number of shares of Common Stock that can be purchased for $600,000,000.00 at the price per share paid by purchasers in the Offering; provided that if after giving effect to the foregoing, (x) the Investor’s Investor Percentage Interest (after giving effect to the Offering) would be reduced below 20%, the number of shares of Common Stock that Investor would purchase in the Offering would be increased in order that the Investor’s Percentage Interest would instead be 20% (after giving effect to the Offering) and (y) if the “Green Shoe” is exercised, the Investor’s Investor Percentage Interest (after giving effect to the exercise of the Green Shoe) would be reduced below 20%, the number of shares of Common Stock that Investor would purchase in connection with the “Green Shoe” would be increased in order that the Investor’s Investor Percentage Interest would instead be 20% (after giving effect to

the “Green Shoe”). For purposes of this Letter Agreement, the term “Investor Percentage Interest” has the meaning ascribed to it in the Investor Agreement, except that for purposes of clause (ii)(y) of such definition all shares of Common Stock issuable upon exercise of the warrants granted to the U.S. Treasury pursuant to the Purchase Agreement shall be excluded.

This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

-2-

The Investor has caused this Letter Agreement to be duly executed as of the date first above written. Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this Letter Agreement enclosed herewith.


Very truly yours,

Mitsubishi UFJ Financial Group, Inc.

By:		/s/ Kyota Omori
Name:		Kyota Omori
Title:		Deputy President

Accepted and Agreed as of the date first written above:


Morgan Stanley

By:		/s/ Gary G. Lynch
Name:		Gary G. Lynch
Title:		Executive Vice President & Chief Legal Officer

-3-

EX-9 3 dex9.htm SERIES C PREFERRED STOCK REPURCHASE AGREEMENT Series C Preferred Stock Repurchase Agreement

Exhibit 9

Series C Preferred Stock Repurchase Agreement

THIS SERIES C PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”), dated as of May 8, 2009, is made by and among Morgan Stanley, a Delaware corporation (the “Company”), and Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the “Investor”).

W I T N E S S E T H:

WHEREAS, today the Company intends to make a Qualified Offering (the “Offering”) of its Common Stock in an underwritten public offering as to which the Investor has preemptive purchase rights as set forth in Section 5.1 of the Investor Agreement between the Company and the Investor, dated as of October 13, 2008, as amended by the First Amendment to Investor Agreement dated as of October 27, 2008 (the “Investor Agreement”);

WHEREAS, the Investor has notified the Company of its willingness to exercise its preemptive rights with respect to the Offering in a letter dated as of May 8, 2009, and to the extent that Investor exercises such preemptive rights and purchases and acquires any shares of Common Stock in the Offering, the parties desire for the terms of this Agreement to apply;

NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows:

1.	Capitalized terms used without definition in this Agreement have the meanings set forth in the Investor Agreement.

Agreement to Repurchase. To the extent the Investor purchases and acquires shares of Common Stock in the Offering, the Company and the Investor agree that the Company will repurchase from the Investor, a number of shares of 10% Series C Non-Cumulative Non-Voting Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $1,000 per share (the “Series C”) of the Company at a repurchase price equal to $1,100 per share of Series C (the “Repurchase Price”). The number of shares of Series C to be repurchased by the Company pursuant to this Section (the “Number of Shares”) shall be equal to the quotient of (i) the amount in USD paid by the Investor for the Common Stock in the Offering divided by (ii) the Repurchase Price. If such quotient would result in a fractional share of Series C, the Number of Shares shall be rounded down to the nearest whole number but the aggregate Repurchase Price for all shares of Series C to be repurchased shall be equal to the amount in USD paid by the Investor for Common Stock in the Offering. To the extent the Investor exercises its pre-emptive rights in connection with the issue and sale of additional shares of Common Stock by the Company pursuant to the over-allotment option related to the offering the terms of this Agreement will apply to the offering of such additional shares (the “Green-Shoe Offering”) and references in this Agreement to the “Offering” shall be deemed to be references to the “Green-Shoe Offering” and the Company and the Investor agree that the Company will repurchase an additional number of shares of Series C on the same terms and subject to the same conditions as set forth herein.

Repurchase Date. The Number of Shares shall be repurchased on the date the Company shall issue, sell and deliver to Investor and the Investor shall purchase from the Company the Common Stock in the Offering, concurrently with such issuance, sale, delivery and purchase. The date of such repurchase shall be the “Repurchase Date.”

Delivery of Securities and Funds. Upon the terms and subject to the conditions of this Agreement, on the Repurchase Date the Company shall deliver to the Investor an amount in USD equal to the product of the Repurchase Price and the Number of Shares (such amount to be delivered in immediately available funds by wire transfer to an account designated in writing by the Investor to the Company not less than two Business Days prior to the Repurchase Date) and the Investor shall deliver to the Company the Number of Shares.

5.	Closing Condition. The obligation of the Company to complete the transaction contemplated by Section 4 hereof (the “Series C Repurchase”) shall be conditioned on the Investor having purchased and acquired Common Stock in the Offering.

6.	Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the Investor, that:

6.1.

Power and Authority. The Company has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

6.2.

Authorization of this Agreement. This Agreement has been duly authorized, validly executed and delivered by the Company, and assuming due authorization, execution and delivery of this Agreement by the Investor, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

6.3.

No Violation or Conflict. As of the date of execution of this Agreement, neither the execution, delivery nor performance by the Company hereof will violate or conflict with any law applicable to it, any provision of its certificate of incorporation, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

6.4.

U.S. Withholding Tax. The Company shall not withhold or deduct any U.S. taxes from the amount payable under Section 4

7.	Representations, Warranties and Covenants of the Investor. The Investor hereby represents and warrants to, and covenants with, the Company, that:

7.1.

Power and Authority. The Investor has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

7.2.

Authorization of this Agreement. This Agreement has been duly authorized, validly executed and delivered by the Investor, and assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.

7.3.

No Violation or Conflict. As of the date of execution of this Agreement, neither the execution, delivery and performance by the Investor hereof will violate or conflict with any law applicable to it, any provision of its certificate of incorporation, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

7.4.

No Liens. The Investor is, and on the Repurchase Date will be, the record owner of the Number of Shares to be repurchased by the Company hereunder free and clear of all liens, encumbrances, equities and claims.

7.5.

Delivery of the Number of Shares. Assuming that the Company is not aware of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) delivery of the Number of Shares which are repurchased by the Company pursuant to this Agreement will pass good and valid title to such Number of Shares to the Company, free and clear of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code).

Amendment to Registration Rights Agreement. The definition of the term “Registrable Securities” under the Registration Rights Agreement, dated as of October 13, 2008 between the Company and the Investor (the “Registration Rights Agreement”) shall be deemed to include the shares of Common Stock purchased by the Investor in the Offering. This Section shall be deemed to amend the Registration Rights Agreement accordingly.

Certain Terms of the Investor Agreement. The parties agree that any repurchase of Series C by the Company is not a sale, pledge or transfer for purposes of Section 5.6 of the Investor Agreement and that the preemptive rights of the Investor under Article V of the Investor Agreement shall not be affected by, and shall remain in full force and effect notwithstanding, such repurchase.

10.

Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the parties herein shall survive the execution of this Agreement, the delivery to the Company of the Number of Shares and the payment therefor.

11.

Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier service, or when received by facsimile transmission if promptly confirmed, as follows:

(a)

if to the Company, to:

Morgan Stanley

Attention: Chief Financial Officer

1585 Broadway

New York, NY 10036

Fax: +1 212 761-9575

(b)

if to the Investor, to:

Mitsubishi UFJ Financial Group, Inc.

Attention: MUFG/MS

Strategic Alliance Office

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8388 Japan

Fax: +813-3240-5324

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Donald J. Toumey

Fax: (212) 291-9156

or to such other address, facsimile number or telephone as either party may, from time to time, designate in a written notice given in a like manner.

12.	Changes. Except as contemplated herein, this Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

13.	Headings. The headings of the various sections of this Agreement have been inserted for convenience or reference only and shall not be deemed to be part of this Agreement.

14.	Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

15.	Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, on the one hand, and the Investor, on the other hand, or either of them, with respect to the repurchase of the Series C.

16.	Applicable Law and Submission to Jurisdiction.

(a)

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed within the State of Delaware.

(b)

The Investor irrevocably submits to the nonexclusive jurisdiction of any Delaware State or United States Federal court sitting in the County of New Castle, Delaware over any suit, action or proceeding arising out of or relating to this Agreement or the transaction contemplated thereby. The Investor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16(b).

17.	Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

18.	Termination. This Agreement may be terminated at any time prior to the Repurchase Date by the mutual written consent of the Investor and the Company.

In the event of termination of this Agreement as provided in this Section, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except that nothing herein shall relieve either party from liability for any breach of any covenant of this Agreement.

19.	Process Agent. The Investor irrevocably appoints MUFG North America, 1251 Avenue of the Americas, New York, NY 10020-1104, to act as its agent for service of process and any other documents in proceedings in the State of New York or any other proceedings in connection with this Agreement.

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

AGREED AND ACCEPTED:


MORGAN STANLEY		MITSUBISHI UFJ FINANCIAL GROUP, INC.

By:	/s/ Walid Chammah	By:	/s/ Kyota Omori
Name:	Walid Chammah	Name:	Kyota Omori
Title:	Co-President	Title:	Deputy President

EX-10 4 dex10.htm LETTER AGREEMENT, DATED AS OF MAY 13, 2008 Letter Agreement, dated as of May 13, 2008

Exhibit 10

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome, Chiyoda-ku

Tokyo 100-8330 Japan

May 13, 2009

Morgan Stanley

1585 Broadway

New York, New York 10036

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Letter Agreement

Ladies and Gentlemen:

Reference is made to the Series C Preferred Stock Repurchase Agreement (the “Repurchase Agreement”) dated as of May 8, 2009 between Morgan Stanley (the “Company”) and Mitsubishi UFJ Financial Group, Inc. (the “Investor”). All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Repurchase Agreement.

We hereby confirm our agreement with Morgan Stanley & Co. Incorporated (“MS&Co.”) that settlement of the 29,375,000 shares of Common Stock (the “MUFG Shares”) to be purchased by us in the Offering at a price of $24 per share shall occur on May 22, 2009 or as soon as practicable on the first Business Day thereafter following the Company having satisfied the regulatory requirements in Japan. For purposes of this Letter Agreement, “Business Day” shall mean any day that commercial banks are not required or permitted to close in New York, New York or Tokyo, Japan.

We acknowledge that MS&Co. is delivering the MUFG Shares to us on behalf of the Company in satisfaction of the Company’s obligations to us as set forth in Sections 5.1 and 5.2 of the Investor Agreement dated as of October 13, 2008 between the Company and the Investor, as amended by the First Amendment to Investor Agreement dated as of October 27, 2008; the Letter Agreement dated as of May 8, 2009 between the Investor and the Company; and the letter from the Company to the Investor dated as of May 12, 2009 and the Investor’s letter responding thereto dated as of May 13, 2009 (Tokyo time). This Letter Agreement shall not amend, modify or otherwise affect any of the foregoing agreements or the Repurchase Agreement, all of which shall remain in full force and effect.

In satisfaction of our payment obligation for the MUFG Shares, we hereby assign to MS&Co. our right to receive the Repurchase Price from the Company on the Repurchase Date. As a consequence, the purchase price for the MUFG Shares and the Repurchase Price will be netted and we will not be required to make any payment for the MUFG Shares at the time of settlement or otherwise.

This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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Very truly yours,

Mitsubishi UFJ Financial Group, Inc.

By:		/s/ Kyota Omori
Name:		Kyota Omori
Title:		Deputy President

Accepted and Agreed as of the date first written above:


Morgan Stanley

By:		/s/ Martin Cohen
Name:		Martin Cohen
Title:		Assistant Secretary


Morgan Stanley & Co. Incorporated

By:		/s/ Serkan Savasoglu
Name:		Serkan Savasoglu
Title:		Managing Director

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