FIFTH SUPPLEMENTAL SENIOR INDENTURE

EXHIBIT 4

FIFTH SUPPLEMENTAL SENIOR INDENTURE

BETWEEN

MORGAN STANLEY

AND

THE BANK OF NEW YORK MELLON

as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), Trustee

Dated as of April 1, 2009

SUPPLEMENTAL TO SENIOR INDENTURE DATED NOVEMBER 1, 2004.

THIS FIFTH SUPPLEMENTAL SENIOR INDENTURE dated as of April 1, 2009 between MORGAN STANLEY, a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Trustee are parties to that certain Senior Indenture dated as of November 1, 2004 (the “Indenture”);

WHEREAS, on November 21, 2008, the Federal Deposit Insurance Corporation (“FDIC”) issued its Final Rule, 12 C.F.R. Part 370 (the “Rule”), establishing the FDIC’s Temporary Liquidity Guarantee Program;

WHEREAS, the Issuer has entered into a master agreement by and between the Issuer and the FDIC, dated November 26, 2008 (the “FDIC Master Agreement”), pursuant to which the FDIC agreed to guarantee payments with respect to certain Securities that are eligible for such guarantee under the Rule (the “Guaranteed Securities”) and the Issuer agreed to reimburse and make whole the FDIC;

WHEREAS, pursuant to the FDIC Master Agreement, the Issuer agreed to incorporate into the Indenture governing any of its Guaranteed Securities certain provisions set out in the FDIC Master Agreement and incorporated such provisions into the Indenture by entering into the Fourth Supplemental Senior Indenture dated as of December 1, 2008 with the Trustee (the “Fourth Supplemental Senior Indenture”);

WHEREAS, the FDIC on February 27, 2009 adopted an interim rule (the “February 27, 2009 Interim Rule”) that extended the FDIC’s guarantee under the Temporary Liquidity Guarantee Program to cover certain issuances of mandatory convertible debt and on March 17, 2009 adopted an interim rule (the “March 17, 2009 Interim Rule”) that, among other things, extended the period during which entities participating in the Temporary Liquidity Guarantee Program may issue Guaranteed Securities and extended the expiration date of the guarantee for certain Guaranteed Securities (the February 27, 2009 Interim Rule became effective on February 27, 2009 and the March 17, 2009 Interim Rule became effective on March 23, 2009);

WHEREAS, the Issuer desires to incorporate into the Indenture the changes to the Rule contained in the February 27, 2009 Interim Rule and the March 17, 2009 Interim Rule by amending and restating Section 13.01 and Section 13.02(b) of the Indenture pursuant to this Fifth Supplemental Senior Indenture;

WHEREAS, Section 8.01 of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may enter into indentures supplemental to the Indenture for the purpose of, among other things, making any provision as the Issuer may deem necessary and desirable; provided that no such action shall adversely affect the interests of the Holders of the Securities;

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WHEREAS, the entry into this Fifth Supplemental Senior Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and

WHEREAS, all things necessary to make this Fifth Supplemental Senior Indenture a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of Guaranteed Securities, as follows:

ARTICLE 1

Section 1.01. The Indenture is hereby amended by amending and restating Section 13.01, which was added to the Indenture by the Fourth Supplemental Senior Indenture, to read in its entirety as follows:

“Section 13.01. Acknowledgement of the FDIC’s Debt Guarantee Program . The parties to this Indenture acknowledge that the Issuer has not opted out of the debt guarantee program (the “Debt Guarantee Program”) established by the Federal Deposit Insurance Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program on November 21, 2008 pursuant to the FDIC’s Final Rule, 12 C.F.R. Part 370 (as amended and as may be further amended or supplemented from time to time, the “Rule”). The Debt Guarantee Program applies to any Securities issued on or after October 14, 2008 through October 31, 2009 (or any later date hereafter designated by the FDIC) that constitute unsecured senior debt, as defined in the Rule and as to which the Issuer has not duly made an opt-out election in accordance with Section 370.3(g) of the Rule (the “Guaranteed Securities”). With respect to each Guaranteed Security, the Debt Guarantee Program applies for the period from October 14, 2008 to (i) in the case of any Guaranteed Security issued prior to April 1, 2009, the earliest of the date such Guaranteed Security matures pursuant to the terms thereof, the mandatory conversion date if such Guaranteed Security were issued as mandatory convertible debt under the Rule, and June 30, 2012, or (ii) in the case of any Guaranteed Security issued on or after April 1, 2009, the earliest of the date such Guaranteed Security matures pursuant to the terms thereof, the mandatory conversion date if such Guaranteed Security were issued as mandatory convertible debt under the Rule, and December 31, 2012 (or any later date hereafter designated by the FDIC) (the “Effective Period”). As a result , this debt is guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012*.

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The security certificate, note or other instrument evidencing each Guaranteed Security shall bear a legend, upon which the Representative (as defined below) shall be entitled to conclusively rely, to the effect that such security certificate, note or other instrument is guaranteed by the FDIC under the Debt Guarantee Program.”

Section 1.02. The Indenture is hereby amended by amending and restating Section 13.02(b), which was added to the Indenture by the Fourth Supplemental Senior Indenture, to read in its entirety as follows:

“(b) Upon an uncured failure by the Issuer to make a timely payment of principal or interest under any Guaran