MORGAN STANLEY — Capital/Financing Update 2010

Oct 19, 2010

Morgan Stanley

Issue of GBP 3,292,000 Inflation-Linked Notes

under the Program for the Issuance of Notes, Series A and B,

Series 2210

PART A - CONTRACTUAL TERMS

THE NOTES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES, AND ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. THE NOTES DESCRIBED HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN EITHER REGULATION S UNDER THE SECURITIES ACT OR THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED). SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS" IN THE BASE PROSPECTUS DATED 19 JUNE 2008 AS INCORPORATED INTO THE BASE PROSPECTUS DATED 15 JUNE 2010 IN RESPECT OF THE PROGRAM FOR THE ISSUANCE OF NOTES, SERIES A AND B, WARRANTS AND CERTIFICATES. IN PURCHASING THE NOTES, PURCHASERS WILL BE DEEMED TO REPRESENT AND WARRANT THAT THEY ARE NEITHER LOCATED IN THE UNITED STATES NOR A U.S. PERSON AND THAT THEY ARE NOT PURCHASING FOR, OR FOR THE ACCOUNT OR BENEFIT OF, ANY SUCH PERSON. THE NOTES ARE NOT RATED.

This document constitutes Final Terms relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 19 June 2008 as incorporated into the Base Prospectus dated 15 June 2010 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus are available from the offices of Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London E14 4QA.

Information Concerning Investment Risk

Noteholders and prospective purchasers of Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. The Notes will be redeemed at an amount determined by reference to the relative performance of the Index (as defined in paragraph 20). The relative performance of the Index will therefore affect the nature and value of the investment return on the Notes. Noteholders and prospective purchasers of Notes should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an

investment linked to the Index based upon such investigations and not in reliance on any information given in these Final Terms.

Given the highly specialised nature of these Notes, the Issuer and Morgan Stanley & Co. International plc ("MSI plc") consider that they are only suitable for sophisticated investors who are able to determine for themselves the risk of an investment linked to the Index. Consequently, if you are not an investor who falls within the description above you should not consider purchasing these Notes without taking detailed advice from a specialised professional adviser.

Adjustments: The terms and conditions of the Notes will allow the Determination Agent to make adjustments or take any other appropriate action if circumstances occur where the Notes or any exchanges are affected by market disruption, corporate events or circumstances affecting normal activities.

Adjustment and Discontinuation Risk: The Sponsor of the Index can add, delete or substitute elements constituting the Index or make other methodological changes that could change the value of the Index without regard to the interests of holders of the Notes. Any of these decisions/determinations may adversely affect the value of the Notes and may result in the investor receiving a return that is materially different from that he/she would have received if the event had not occurred.

Credit Risk: The holder of the Notes will be exposed to the credit risk of the Issuer.

Exit Risk: The secondary market price of the Notes will depend on many factors, including interest rates, time remaining to maturity and the creditworthiness of the Issuer. Therefore the holder may receive an amount which may be less that the then intrinsic market value of the Notes and which may also be less than the amount the holder would have received had the holder held the Notes through to maturity.

Hedging Risk: On or prior to and after the Trade Date, the Issuer, through its affiliates or others, will likely hedge its anticipated exposure under the Notes by taking positions, in option contracts on the Index or positions in any other available securities or instruments.

Liquidity Risk: Any secondary market in the Notes made by the Dealer will be made on a reasonable efforts basis only and subject to market conditions, law, regulation and internal policy. Even whilst there may be a secondary market in the Notes it may not be liquid enough to facilitate a sale by the holder.

Potential Conflict of Interest: The Determination Agent (MSI plc) is an affiliate of the Issuer and the economic interests of the Determination Agent may be adverse to the interests of holders of the Notes. Determinations made by the Determination Agent, including in the event of a Currency Disruption Event (as defined herein) may affect the amount payable to holders pursuant to the terms of the Notes.

Underlying Rate Risk: The coupon payments depend on the level of the underlying inflation Index. There is a risk that the coupon payments could be zero. The principal amount is protected only at maturity. If investors sell the notes prior to maturity, there is a risk that the secondary market price could be substantially less than 100%. The price of the notes prior to maturity will depend on numerous factors including interest rate movements, interest rate volatility, perception of the issuer's credit quality and time to maturity.

Underlying Sponsor Risk: The Sponsor of the Index is not an affiliate of the Issuer or its affiliates and is not involved with this offering in any way. Consequently, the Issuer and the Determination Agent have no ability to the actions of the sponsor of the Index, including any rebalancing that could trigger an adjustment to the terms of the Notes by the Determination Agent.

Other considerations: The original issue price of the Notes includes the agent's commissions paid with respect to the Notes and the cost of hedging the Issuer's obligations under the Notes. The cost of hedging includes the

projected profit that the Issuer's subsidiaries may realize in consideration for assuming the risks inherent in managing the hedging transactions. The subsidiaries through which the Issuer hedges its obligations under the Notes expect to make a profit. Since hedging the Issuer's obligations entails risk and may be influenced by market forces beyond the control of the Issuer or its subsidiaries, such hedging may result in a profit that is more or less than initially projected, or could result in a loss.

Assuming no change in market conditions or any other relevant factors, the price, if any, at which MSI plc is willing to purchase Notes in secondary market transactions will likely be lower than the original issue price, since the original issue price includes, and secondary market prices are likely to exclude, commissions paid with respect to the Notes as well as the projected profit included in the cost of hedging the Issuer's obligations under the Notes. In addition, any such prices may differ from values determined by pricing models used by MSI plc, as a result of dealer discounts, mark-ups or other transaction costs.

In purchasing any Notes, purchasers will be deemed to represent and undertake to the Issuer, the Dealer and each of their affiliates that (i) such purchaser understands the risks and potential consequences associated with the purchase of the Notes, (ii) that such purchaser has consulted with its own legal, regulatory, investment, accounting, tax and other advisers to extent it believes is appropriate to assist it in understanding and evaluating the risks involved in, and the consequences of, purchasing the Notes and (iii) in accordance with the terms set out in Annex 1.

1.	Issuer:	Morgan Stanley
2.	Series Number:	2210
3.	Specified Currency or Currencies:	GBP
4.	Aggregate Principal Amount of the Notes:	GBP 3,292,000
5.	Issue Price	100 per cent of Par per Note
6.	Specified Denominations (Par):	GBP 1,000
	(Condition 3)
7.(i)	Issue Date:	25 June 2008
(ii)	Trade Date	11 June 2008
(iii)	Interest Commencement Date	Issue Date
8.	Maturity Date:	25 June 2011, subject to adjustment in accordance with the Following Business Day Convention
9.	Interest Basis:	Inflation-Linked
10.	Redemption/Payment Basis:	Redemption at par
11.	Change of Interest or	Not Applicable

Redemption/Payment Basis:

1. Put/Call Options:

Not Applicable

(i) Redemption at the option of the

Issuer:

Not Applicable

(Condition 15.7)

(ii) Redemption at the option of the Noteholders:

Not Applicable

(Condition 15.9)

(iii) Other Put/Call Options

Not Applicable

13 Status of the Notes:

Condition 4 is applicable to the Notes

(Condition 4)

1. Method of distribution:

Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions

Not Applicable

(Condition 5)

1. Floating Rate Provisions

Not Applicable

(Condition 6)

1. Zero Coupon Note Provisions

Not Applicable

1. Dual Currency Note Interest Provisions

Not Applicable

1. Equity Linked Note Interest Provisions

Not Applicable

1. Commodity Linked Note Interest Provisions

Not Applicable

1. Currency Linked Note Interest Provisions

Not Applicable

1. Inflation-Linked Note Interest Provisions

Applicable

(i) Index:

Non-revised UK RPI All Items (Bloomberg: UKRPI)

(ii) Index Sponsor:

The United Kingdom Office of National Statistics

(iii) Party responsible for calculating the Rate(s) of interest and/or Interest Amount(s) (if not the Calculation Agent) Morgan Stanley & Co. International plc (the "Determination Agent")

(iv) Provisions for determining rate of Interest where calculated by reference to Index:

In respect of each Note, a rate as determined by the Determination Agent as follows:

1.95 x
$$Max \left[ \left( \frac{Index_n}{Index_{n-1}} - 100\% \right), 0\% \right]$$
(n = 1, 2, 3)

Where

"Index," means official determination of the Index published by the Index Sponsor for the month of April in each year n,. (April 2008 [n=0], April 2009 [n=1], April 2010 [n=2], April 2011 [n=3])

(v) Interest Determination Date(s);

Five Business Days prior to each Specified Interest Payment Date

(vi) Provisions for determining Rate of Interest where calculation by reference to Index is impossible or impracticable or otherwise disrupted:

Condition 13 is applicable to the Notes

(vii) Interest or calculation period(s)

Annually ending on each scheduled Specified Interest Payment Date without adjustment, from and including the Interest Commencement Date to but excluding the Maturity Date

(viii) Specified Interest Payment Dates:

25 June 2009, 25 June 2010 and 25 June 2011 each subject to adjustment in accordance with the Business Day Convention

(ix) Business Day Convention:

Following Business Day Convention

(x) Additional Business Centre(s)

London and TARGET

(xi) Day Count Fraction:

Act/365

(xii) Minimum Rate/Amount of Interest:

Not Applicable

(xiii) Maximum Rate/Amount of Interest:

Not Applicable

1. Credit-Linked Note Interest Provisions

Not Applicable

1. Property-Linked Note Interest Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Call Option

Not Applicable

1. Put Option

Not Applicable

1. Final Redemption Amount of each Note

100 per cent of par

(Condition 16.1)

1. Dual Currency Redemption Provisions

Not Applicable

1. Equity-Linked Redemption Provisions

Not Applicable

1. Commodity-Linked Redemption Provisions

Not Applicable

1. Currency-Linked Redemption Provisions

Not Applicable

1. Inflation-Linked Redemption Provisions

Not Applicable

(Condition 13)

1. Credit Linked Redemption Provisions

Not Applicable

1. Property-Linked Redemption Provisions

Not Applicable

1. Governing Law:

English law

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

Bearer Notes:

(Condition 3)

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes on 30 days' notice/at any /in the limited circumstances specified in the Permanent Global Note

1. Additional Financial Centre(s) or other special provisions relating to

Not Applicable

Payment Dates:

1. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

No

1. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable

1. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made:

Not Applicable

1. Redenomination, renominalisation and reconventioning provisions:

Not Applicable

1. Restrictions on free transferability of the Notes:

None

1. Other final terms:

Not Applicable

DISTRIBUTION

1. If non-syndicated, name and address

of Dealer:

Morgan Stanley & Co. International plc

25 Cabot Square Canary Wharf London E14 4QA

1. U.S. Selling Restrictions

Tefra D

1. Total commission and concession:

Not Applicable

1. Additional selling restrictions:

Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue of the Notes described herein pursuant to the Program for the Issuance of Notes, Series A and B of Morgan Stanley.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

Duly authorised

PART B - OTHER INFORMATION

1. LISTING

Listing and admission to Trading:

London Stock Exchange

1. RATINGS

Ratings:

The Notes are not rated.

1. OPERATIONAL INFORMATION

ISIN Code:

XS0371026799

Common code:

037102679

New Global Note:

No

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme and the relevant identification number(s):

Euroclear and Clearstream, Luxembourg. The address of Euroclear is 1 Boulevard du Roi Albert II, 1120 Brussels, Belgium. The address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg.

Delivery:

Delivery free of payment

Names and addresses of additional Paying Not Applicable

Agent(s) (if any):

ANNEX 1

Any investment in the Notes made with the intention to offer, sell or otherwise transfer (together, "distribute" and each a "distribution") such Notes to prospective investors will be deemed to include, without limitation, the following representations, undertakings and acknowledgements:

• a) you shall only distribute as principal or, alternatively, acting on a commission basis in your own name for the account of your investors and will not do so as agent for any Morgan Stanley entity (together "Morgan Stanley") who shall assume no responsibility or liability whatsoever in relation to any such distribution. You shall distribute the Notes in your own name and to such customers as you identify in your own discretion, at your own risk and under your sole responsibility. You shall make such enquiries you deem relevant in order to satisfy yourself that prospective investors have the requisite capacity and authority to purchase the Notes and that the Notes is suitable for those investors;
• b) you shall not make any representation or offer any warranty to investors regarding the Notes, the Issuer or Morgan Stanley or make any use of the Issuer's or Morgan Stanley's name, brand or intellectual property which is not expressly authorised and you shall not represent you are acting as an agent of Morgan Stanley in such distribution. You acknowledge that neither the Issuer nor Morgan Stanley assume any responsibility or liability whatsoever in relation to any representation or warranty you make in breach hereof;
• c) if you distribute any material prepared and transmitted by the Issuer or by Morgan Stanley, you shall only distribute the entire material and not parts thereof. Any material you, or any third party you engage on your behalf, prepare shall be true and accurate in all material respects and consistent in all material respects with the content of the Base Prospectus and the Final Terms and shall not contain any omissions that would make them misleading. You shall only prepare and distribute such material in accordance with all applicable laws, regulations, codes, directives, orders and/or regulatory requirements, rules and guidance in force from time to time ("Regulations"). You acknowledge that neither the Issuer nor Morgan Stanley shall have any liability in respect of such material which shall, for the avoidance of doubt, at all times be your sole responsibility;
• d) you will not, directly or indirectly, distribute or arrange the distribution of the Notes or disseminate or publish (which for the avoidance of doubt will include the dissemination of any such materials or information via the internet) any materials or carry out any type of solicitation in connection with the Notes in any country or jurisdiction, except under circumstances that will result in compliance with all applicable Regulations and selling practices, and will not give rise to any liability for the Issuer or Morgan Stanley. For the avoidance of doubt, this includes compliance with the selling restrictions mentioned herein;
• e) if you receive any fee, rebate or discount, you shall not be in breach of any Regulation or customer or contractual requirements or obligations and you shall, where required to do so (whether by any applicable Regulation, contract, fiduciary obligation or otherwise), disclose such fees, rebates and discounts to your investors. You acknowledge that where fees are payable, or rebates or discounts applied, the Issuer and Morgan Stanley are obliged to disclose the amounts and/or basis of such fees, rebates or discounts at the request of any of your investors or where required by any applicable Regulations.
• (i) except to the extent permitted under United States Treasury Regulations Section 1.163-5(c)(2)(i)(D) (the D Rules), you have not (A) offered or sold and will not offer or sell during the Restricted Period any Securities to a person who is within the United States or its possessions or to any United States person and (B) delivered and will not deliver within the United States or its possessions definitive Securities that are sold during the Restricted Period; (ii) you have, and throughout the Restricted Period will have, in effect procedures reasonably designed to ensure that your employees or agents who are directly engaged in selling Securities are aware that such Securities may not be offered or sold during the Restricted Period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; (iii) if you are a United States person, you are acquiring Securities for purposes of resale in connection with their original issuance and if you retain Securities for your own account, you will only do so in accordance with the requirements of United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6); (iv) if you transfer Securities to any affiliate for the purpose of offering or selling such securities during the

Restricted Period, you will either (A) obtain from such affiliate for the benefit of the Issuer the representations and agreements contained in clauses (i), (ii) and (iii) above or (B) repeat and confirm the representations and agreements contained in clauses (i), (ii) and (iii) above on such affiliate's behalf and obtain from such affiliate the authority to so obligate you; and (v) you will obtain for the benefit of the Issuer the representations and agreements contained in clauses (i), (ii), (iii) and (iv) above from any person other than your affiliate with whom you enter into a written contract, within the meaning of United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(4), for the offer or sale of Securities during the Restricted Period. For the purposes of this paragraph an offer or sale of Securities will be considered to be made to a person who is within the United States or its possessions if the offeror or seller of such Securities has an address within the United States or its possessions for the offeree or purchaser of such Securities with respect to the offer or sale. Terms used in this paragraph shall have the meaning given to them by the U.S. Internal Revenue Code and the United States Treasury Regulations thereunder, including the D Rules.

g) You are not purchasing the Notes as an extension of credit to Morgan Stanley pursuant to a loan agreement entered into in the ordinary course of your trade or business