0001193125-06-075932 Sample Contracts

MORGAN STANLEY CAPITAL TRUST VI AMENDED AND RESTATED TRUST AGREEMENT among MORGAN STANLEY, as Depositor, THE BANK OF NEW YORK, as Property Trustee, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee and the Administrators named herein
Trust Agreement • April 7th, 2006 • Morgan Stanley • Finance services • Delaware

Amended and Restated Trust Agreement, dated as of January 26, 2006, among (i) Morgan Stanley, formerly known as Morgan Stanley Dean Witter & Co., a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) The Bank of New York, a New York banking corporation, as property trustee, (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee are referred to collectively herein as the “Issuer Trustees”), (iv) two individuals selected by the holders of the Common Securities (as defined herein) to act as administrators with respect to the Issuer Trust (the “Administrators”) and (v) the several Holders, as hereinafter defined.

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AMENDMENT NO. 4 to the AMENDED AND RESTATED TRUST AGREEMENT by and between MORGAN STANLEY and STATE STREET BANK AND TRUST COMPANY
Trust Agreement • April 7th, 2006 • Morgan Stanley • Finance services

This AMENDMENT NO. 4 (this “Amendment’), made as of the 21st day of March 2006, amends the AMENDED AND RESTATED TRUST AGREEMENT, made as of the 30th day of November 2000, by and between MORGAN STANLEY, a Delaware corporation (the “Company”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (in its individual capacity, “State Street” and, as trustee under the Agreement, the “Trustee”), as such Amended and Restated Trust Agreement was previously amended by Amendment No. 1 thereto, made as of the 1st day of January 2002, Amendment No. 2 thereto, made as of the 1st day of January 2003, and Amendment No. 3 thereto, made as of the 15th day of September 2003 (as so amended, the “Agreement”).

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