Schedule 13D Amendment No. 3

Prepayment amount

(Market interest rate of the Borrowing^*1 – Market interest rate at the time of the prepayment^*2)

Remaining period (days) at the time of the prepayment^*3/ 360 days

-----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, SuXE13T50rjfcHI6dmY42v1p7SrhUgZMNuJ8ECSmLMa4rSM7YQbiuaEoJcPIfEeZ DpuvNWRrirTmjc4WVlhu1w== 0001193125-09-129138.txt : 20090611 0001193125-09-129138.hdr.sgml : 20090611 20090611102724 ACCESSION NUMBER: 0001193125-09-129138 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090611 DATE AS OF CHANGE: 20090611 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: 09886131 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 SCHEDULE 13D AMENDMENT NO. 3 Schedule 13D Amendment No. 3

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

June 11, 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): AF
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: 21.40%
		8. SHARED VOTING POWER: N/A
		9. SOLE DISPOSITIVE POWER: 21.40%
		10. SHARED DISPOSITIVE POWER: N/A


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 357,017,088 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): 21.40%
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 and the second amendment thereto, filed on May 22, 2009 (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 June 2, 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 June 2, 2009, MUFG and the Company entered into a Letter Agreement (the “Letter Agreement”) that confirmed MUFG’s agreement to purchase 16,034,985 shares (the “Initial Shares”) of Common Stock in the Offering. Also on June 2, 2009, in connection with the exercise by the underwriters of the over-allotment option granted to them in the Offering in the amount of 5,715,349 shares of Common Stock, MUFG and the Company entered into an amendment to the Letter Agreement (the “Amendment to Letter Agreement”) that confirmed MUFG’s agreement to purchase an additional 1,143,070 shares (together with the Initial Shares, the “Purchased Shares”) of Common Stock. The aggregate purchase price for the Purchased Shares was $471,365,829.20.

The purchase price for the Purchased Shares represents $471,365,829.20 borrowed from The Bank of Tokyo-Mitsubishi UFJ, Ltd., a wholly-owned subsidiary of MUFG (“BTMU”) pursuant to a loan agreement dated June 11, 2009 between MUFG and BTMU (the “Loan Agreement”). 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 Second Letter Agreement and the Loan Agreement are filed as Exhibit 11, Exhibit 12 and Exhibit 13 respectively, to this Amendment and are hereby incorporated by reference herein.

As of June 4, 2009, certain affiliates of MUFG held in the aggregate 14,450,343 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.

A. Registration Rights Applicable to MUFG

Pursuant to the Letter Agreement and the Amendment to the Letter Agreement, MUFG and the Company agreed to amend the definition of the term “Registrable Securities” under the Registration Rights Agreement to include the Purchased Shares.

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 1,668,455,006 (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 (i) the shares of Common Stock issued by the Company in a registered public offering that was announced on May 7, 2009 (as described in the second amendment to the Schedule 13D), (ii) the shares of Common Stock issued in the Offering and (iii) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock at the Initial Conversion Price).

As of June 11, 2009, MUFG beneficially owns 357,017,088 shares of Common Stock, representing approximately 21.40% 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
11.		Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

12.		Amendment to Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

13.		English translation of Loan Agreement, dated June 11, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

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: June 11, 2009


MITSUBISHI UFJ FINANCIAL GROUP, INC.

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

EXHIBIT INDEX


Exhibit		Description
11.		Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

12.		Amendment to Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

13.		English translation of Loan Agreement, dated June 11, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

EX-11 2 dex11.htm LETTER AGREEMENT Letter Agreement

Exhibit 11

Morgan Stanley

1585 Broadway

New York, NY 10036

June 2, 2009

Mitsubishi UFJ Financial Group, Inc.

Attention: Chief Manager, Corporate Planning Division

7-1, Marunouchi 2-chrome

Chiyoda-ku, Tokyo 100-8388 Japan

Ladies and Gentlemen:

You have informed us that you have agreed to purchase 16,034,985 shares (the “Number of Shares”) of common stock, par value $0.01 per share of Morgan Stanley (the “Common Stock”) in an underwritten public offering of our Common Stock as to which you have preemptive purchase rights as set forth in Section 5.1 of the Investor Agreement between us and you, dated as of October 13, 2008, as amended by the First Amendment to Investor Agreement dated as of October 27, 2008. Settlement of your purchase of the Number of Shares shall occur after the closing of the underwritten public offering of the Common Stock and as soon as Japanese securities registration becomes effective.

In consideration of your agreement to purchase the Number of Shares, we agree that the definition of the term “Registrable Securities” under the Registration Rights Agreement, dated as of October 13, 2008 between us and you (the “Registration Rights Agreement”) shall be deemed to include the Number of Shares. This paragraph shall be deemed to amend the Registration Rights Agreement accordingly.

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


Very truly yours,

Morgan Stanley, a Delaware corporation

By:		/s/ Martin M. Cohen
Name:		Martin M. Cohen
Title:		Vice President and Counsel


Accepted and Agreed:
Mitsubishi UFJ Financial Group, Inc.

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

EX-12 3 dex12.htm AMENDMENT TO LETTER AGREEMENT Amendment to Letter Agreement

Exhibit 12

Morgan Stanley

1585 Broadway

New York, NY 10036

June 2, 2009

Mitsubishi UFJ Financial Group, Inc.

Attention: Chief Manager, Corporate Planning Division

7-1, Marunouchi 2-chrome

Chiyoda-ku, Tokyo 100-8388 Japan

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Letter Agreement”) between you and us dated as of June 2, 2009 relating to your agreement to purchase 16,034,985 shares of common stock, par value $0.01 per share of Morgan Stanley (the “Common Stock”) in an underwritten public offering of our Common Stock as to which you have preemptive purchase rights as set forth in Section 5.1 of the Investor Agreement between us and you, dated as of October 13, 2008, as amended by the First Amendment to Investor Agreement dated as of October 27, 2008. You have informed us that you wish to purchase an additional 1,143,070 shares (the “Over-allotment Shares”) of Common Stock in connection with the exercise of the over-allotment option related to the offering.

We hereby agree that the definition of the term “Number of Shares” under the Letter Agreement shall be deemed to include the Over-allotment Shares. This paragraph shall be deemed to amend the Letter Agreement accordingly.

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


Very truly yours,

Morgan Stanley, a Delaware corporation

By:		/s/ Martin M. Cohen
Name:		Martin M. Cohen
Title:		Vice President and Counsel


Accepted and Agreed:
Mitsubishi UFJ Financial Group, Inc.

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

EX-13 4 dex13.htm ENGLISH TRANSLATION OF LOAN AGREEMENT English translation of Loan Agreement

Exhibit 13

[Translation]

Deed of Loan Agreement (in Foreign Currency)

June 11, 2009

To The Bank of Tokyo-Mitsubishi UFJ, Ltd.


Address:	7-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-8330

The Debtor:	Mitsubishi UFJ Financial Group, Inc.

	Nobuo Kuroyanagi, President & CEO	Seal



Address:

The Joint and Several Guarantor:		Name of the Guarantor



		Name of the Representative of the Guarantor		Seal



Address:

The Joint and Several Guarantor:		Name of the Guarantor



		Name of the Representative of the Guarantor		Seal

Mitsubishi UFJ Financial Group, Inc. (the “Debtor”) enters into a Loan Agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) as follows, by accepting respective Articles set forth in the Agreement on Bank Transactions separately agreed to with BTMU.

Article 1 (Borrowing)

The Debtor borrowed money from BTMU based on the following terms and received it.

1.	Borrowing amount: US$471,365,829.²⁰

2.	Use of funds: Funds to acquire shares of common stock of Morgan Stanley

3.	Maturity date: June 25, 2009

4.	Repayment (place “x” in either of the following parentheses):

(x) Bullet payment will be made on June 25, 2009.

( ) The first payment day shall be MM/DD/YY, and subsequently, payment in installments on the corresponding day of every month as payment day will be made, and each payment amount shall be as follows.

Furthermore, if the corresponding day above is a day other than a bank business day as provided in Paragraph 5 (6) of this Article, the payment day will be on the next bank business day; provided, however, that if the next bank business day falls on a day of the next month, the payment day shall be the BTMU business day immediately preceding the corresponding day.

5.	Interest rate and its determination method

(1)

The interest rate shall be at the ratio of 0.73% from the borrowing date to June 25, 2009, and subsequently, shall be the borrowing rate of BTMU for the same period as the interest payment period in the London or other international financial markets, as set forth in (3) of this paragraph plus 0.40% per annum (the “Floating Rate”).

(2)

The Floating Rate above shall be determined by BTMU on the basis of the rate that is in effect two bank business days before the commencement date of the interest payment period.

(3)

The interest payment period to be used for determination of the Floating Rate above shall be a period of either one week, two weeks, one month or three months, to be decided upon by the Debtor and agreed to by BTMU. The Debtor shall give notice in writing to the head office of BTMU no later than five bank business days before the commencement of the next interest payment period as to the interest payment period chosen, and this notice shall be irrevocable.

In addition, if the Debtor fails to give notice as specified above, BTMU may automatically deem the next interest payment period to be a three months period.

(4)

The Debtor may not choose an interest payment period which goes over the next payment day. Furthermore, the last day of the interest payment period immediately before the payment day shall fall on the payment day.

(5)

In the event that BTMU acknowledges that the determination of the interest rate based on the methods above is not appropriate due to the suspension of trading of the London or other international financial markets or any other reasons, determination shall be made through another method following consultations be conducted separately.

(6)

A bank business day under this Agreement shall be a day when banks in the Tokyo and London or other international financial markets conduct foreign currency transactions and foreign exchange transactions.

6.	Prepayment

The Debtor may make a prepayment of the borrowing in whole or in part with the approval of BTMU on the last day of an interest payment period notwithstanding the provisions of Paragraph 4 of this Article; provided, however, that the head office of BTMU receives a written notice from the Debtor concerning this prepayment 30 days or more before the last day of the interest payment period.

In addition, the notice concerning the prepayment shall be irrevocable.

7.	Method of interest payment

(1)

The first interest payment day shall be June 25, 2009, and subsequently, the interest payment day shall be the expiration date of the interest payment period to be chosen by the Debtor, and the interest accrued starting from the borrowing date (from the second payment, each interest payment day) to the day before the next interest payment day (the day before the maturity date) shall be paid on deferred terms.

Furthermore, if the relevant day as specified above is a day other than a bank business day as provided in Paragraph 5 (6) of this Article, the interest payment day will be the following bank business day; provided, however, that if the next bank business day falls on a day of the next month, the interest payment day shall be the BTMU business day immediately preceding the corresponding day.

(2)

The calculation of the interest in this case shall be made based on a 360-day year basis for the actual number of days elapsed.

8.	Proportion of damages and calculation method

Damages to be paid to BTMU in the event that the Debtor fails to perform any obligations to BTMU shall be calculated based on the interest rate by adding 2% per annum to the interest required for BTMU to procure the funds which match the borrowing, or at the rate of 14% per annum, whichever is higher, from the day of the event of default to the payment day, notwithstanding the provisions set forth in Article 3 of the Agreement on Bank Transactions, and the calculation in this case shall be made based on a 360-day year basis for the actual number of days elapsed.

9.	Burden of increased cost

In the event that situations occur in which BTMU must bear new costs, such as a situation in which reserves are required for the borrowing based on this Loan Agreement due to amendment or abolition or new establishment of laws and regulations or administrative measures, etc., such costs shall be borne by the Debtor and the Debtor shall pay immediately upon request by BTMU.

10.	Place of payment of principal and interest and expenses, etc.

It shall be at the head office of The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Article 2 (Parallel use of notes and omission)

The Debtor shall draw and pledge to BTMU promissory notes whose payment date is set on the last day of each interest payment period in the currency and amount (if a payment has made, the amount after the payment) specified in Paragraph 1 of the preceding Article and subsequently continue to renew until the maturity date.

Upon approval by BTMU, the Debtor may omit pledging the promissory notes to BTMU as stipulated in the foregoing paragraph; provided, however, that in such case, the Debtor shall immediately perform the obligations as set forth in the foregoing paragraph and pledge the promissory notes to BTMU upon subsequent request of BTMU.

Article 3 (Yen conversion rate and payment method, etc. of principal and interest)

For the performance of obligations under this Loan Agreement, in accordance with the designation of BTMU, the Debtor shall make a payment in the currency set forth in Paragraph 1 of Article 1 or after converting the currency into yen or other foreign currency at the foreign exchange rate designated by BTMU at the time of the implementation of the calculation by BTMU.

(i)

If there is no designation by BTMU in accordance with the foregoing paragraph with respect to the principal which shall be paid by the Debtor, the payment amount which is withdrawn on the scheduled payment day from the following savings account under the name of the Debtor shall be allocated for the payment. Further, the withdrawal amount in case of making a payment from a yen currency account, except when a Currency Conversion Arrangement is executed in advance, shall be the amount after conversion of the payment amount at the spot telegraphic transfer selling rate designated by BTMU on the payment day.

(place “x” in either of the following parentheses)

(x) Foreign currency deposit; (savings account); account number: No. X

( ) Yen currency deposit; (checking or savings account); account number: No.

(a)

In this case, notwithstanding the checking account provisions or savings account provisions, submission of a refund request form of notes or foreign currency deposit or a savings account passbook and refund request form shall be omitted.

(b)

If the funds in the designated savings account do not meet the payment amount on the payment day, when the payment amount is reached, BTMU may conduct the same processing procedure on a day following the payment day.

(ii)

With respect to interest, damages and any other deductions in association with this borrowing, in accordance with (a) in this Article, it is permissible to withdraw from the savings account under the name of the Debtor.

(iii)

In the event of following neither of the above (i) nor (ii), the Debtor shall comply with the designation of BTMU.

Article 4 (Acceleration of payment due to changes in situations)

Where any one of the events in the following items occurs, in addition to Article 5 of the Agreement on Bank Transactions, upon request of BTMU, any and all obligations to BTMU under this Loan Agreement shall immediately become due and payable, and the Debtor shall pay for such obligations forthwith:

1.	Due to changes in laws and regulations and administrative measures, etc., the borrowing under this Agreement becomes not legitimate;

2.	It has become impossible for BTMU to procure funds in relation to this Loan Agreement in the foreign exchange market set forth in Paragraph 5 (1) of Article 1;

3.	The Debtor and BTMU fail to reach an agreement with respect to the determination method of the interest rate as provided in Paragraph 5 (5) of Article 1; and

4.	In the case of the occurrence of an event which is acknowledged to be tantamount to those specified in the foregoing paragraphs.

Article 5 (Cancellation of the Currency Conversion Arrangement)

In the event that the Debtor has executed the Currency Conversion Arrangement with BTMU in advance with respect to the payment amount of the obligations under this Loan Agreement, where any of the events set forth in each item of Paragraph 1 of Article 5 of the Agreement on Bank Transactions occurs to the Debtor, without the necessity for any notice or demand from BTMU, it shall be deemed that any and all Currency Conversion Arrangement with the Debtor cancelled, and any fees and costs paid by BTMU and any and all other damages incurred to BTMU due to this cancellation shall be borne by the Debtor, and the Debtor shall immediately make the payment.

In addition, in the case where any of the events set forth in each item of Paragraph 2 of Article 5 of the Agreement on Bank Transactions occurs to the Debtor, BTMU may cancel any and all Currency Conversion Arrangements with the Debtor with notice, and any fees and costs paid by BTMU and any and all other damages incurred to BTMU due to this cancellation shall be borne by the Debtor, and the Debtor shall immediately make the payment.

Article 6 (Deduction calculation, etc.)

In case that the Debtor must perform any obligations owed to BTMU due to maturity under this Loan Agreement or acceleration of payments due to the events stipulated in Article 5 of the Agreement of Bank Transactions and Article 4 of this Agreement, BTMU shall offset any such obligations against any of the Debtor’s deposits and other credits in compliance with the following in addition to the provisions set forth in Article 7 of the Agreement on Bank Transactions.

If a currency of the obligations under this Loan Agreement is different from that of the credits of the Debtor against which BTMU attempts to offset, the credits and obligations shall be converted into yen or similar currency at the foreign exchange quotation designated by BTMU at the time when a offsetting is effected.

In case that BTMU attempts to offset at the close of the foreign exchange market set forth in Paragraph 5(5) of Article 1 or on a day other than a bank business day provided in Paragraph 5(6) of Article 1, the conversion of the currency in Paragraph 1 of this Article shall be conducted at the temporary rate designated by BTMU. In such case, the conversion of the currency shall be made again on the first bank business day after the reopening of the foreign exchange market or on the next bank business day after the offsetting day at the foreign exchange rate designated by BTMU, and if any deficiency or excess arises, it shall be settled in a currency designated by BTMU.

Article 7 (Foreign Exchange and Foreign Trade Law)

The borrowing of money under this Loan Agreement by the Debtor is conducted in compliance with the “Foreign Exchange and Foreign Trade Law” and orders and rules, etc. based on this law (the “FEFT Law”), and the same shall apply when the FEFT Law is amended in future, and if necessary, shall be in accordance with the designation of BTMU.

Article 8 (Burden of costs)

The Debtor shall bear costs for the preparation of this Deed and the deed of Article 10, disposition of collaterals, and any other costs concerning this Agreement.

Article 9 (Guarantee)

With regard to any and all obligations the Debtor owes under this Agreement, the Guarantor shall be jointly and severally liable with the Debtor for the payment of all such obligations and shall comply with this Agreement, in addition to each Article in the Agreement of Bank Transactions separately agreed to between the Debtor and BTMU.

2.	The Guarantor shall not claim for exemption even if BTMU changes or releases the collaterals or other guarantees at its convenience.

3.	The Guarantor shall not offset any of the Guarantor’s obligations with any of the Debtor’s deposits and/or any other claims to BTMU.

In the event that the Guarantor performs obligations, the Guarantor shall not exercise any rights acquired from BTMU by subrogation without BTMU’s consent while transactions are conducted between the Debtor and BTMU. Upon BTMU’s demand, the Guarantor shall transfer to BTMU such rights or priority without compensation.

If the Guarantor separately guarantees the Debtor’s obligations to BTMU in addition to this guarantee or intends to guarantee in future, and if a special contract is not entered into, the total guarantee amount shall be the sum of these guarantees, and this guarantee shall not affect other guarantees.

Article 10 (Preparation of authenticated deed)

The Debtor and the Guarantor shall, if requested by BTMU, immediately take necessary procedures to prepare an authenticated deed which acknowledges the legal enforceability of the obligations under this Agreement.

[Translation]

Rider

June 11, 2009

To The Bank of Tokyo-Mitsubishi UFJ, Ltd.


The Debtor:

Address:	7-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-8330

Name:	Mitsubishi UFJ Financial Group, Inc.

	Nobuo Kuroyanagi, President & CEO	Seal

The Joint and Several Guarantor:

Address:

Name:		Seal

Mitsubishi UFJ Financial Group, Inc. (the “Debtor”) hereby enters into a special contract as below for settlement fees (damages for breach of contract) to be paid at the time of prepayment, concerning the borrowing from The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) based under the Loan Agreement (the “Original Agreement”) dated June 11, 2009 (the “Borrowing”).

Notes

1.	Prepayment

The Debtor agrees that a prepayment of the Borrowing cannot be made on days other than those stipulated in Paragraph 6 of Article 1 of the Original Agreement; provided, however, that if, due to unavoidable circumstances, and given consent of BTMU, a prepayment is made, settlement fees as stipulated in the following paragraph shall be paid without delay upon such request from BTMU, in addition to interest accrued up to the prepayment day.

2.	Settlement fees

The amount of the settlement fees shall be calculated in accordance with the following formula; provided, however, that if the amount based on the formula becomes a negative figure, no settlement fees shall be incurred.

*1	Interest rate that BTMU procures from the market.

*2	Interest rate at which BTMU can reinvest in the market during the remaining period.

*3	Period from the prepayment day to the last day of the interest payment period (the final payment day if the interest rate is not readjusted).

3.	Acceleration of payment

In the event of default by the Debtor, and there is acceleration of payment, the Debtor shall pay to BTMU settlement fees on the basis of the calculation stipulated in the foregoing paragraph upon such request from BTMU.

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