0000950103-08-002687 Sample Contracts

SECURITIES PURCHASE AGREEMENT STANDARD TERMS
Securities Purchase Agreement • October 30th, 2008 • Morgan Stanley • Security brokers, dealers & flotation companies • New York

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

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First Amendment to Investor Agreement
Investor Agreement • October 30th, 2008 • Morgan Stanley • Security brokers, dealers & flotation companies • Delaware

THIS FIRST AMENDMENT TO THE INVESTOR AGREEMENT (this “Amendment”), dated as of October 27, 2008, 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”).

First Amendment to Securities Purchase Agreement
Securities Purchase Agreement • October 30th, 2008 • Morgan Stanley • Security brokers, dealers & flotation companies • New York

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of October 27, 2008, is made by and among Morgan Stanley, a Delaware corporation (the “Company”), and Best Investment Corporation, a limited liability company incorporated in Beijing under the Chinese laws (the “Investor”).

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