Business: Morgan Stanley, Depositary Shares each representing 1/1000th on a share of the Floating Rate Non-cumulative Preferred Stock, Series A, liquidation preference $25 per depositary share, redeemable at the issuer's option on or after 7/15/2011 at $25 per depositary share plus declared and unpaid dividends, and with no stated maturity. <p> Non-cumulative floating rate distributions will be paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the 15th calendar day prior to the payment date or on the date fixed by the board, not more than 60 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is one business day prior to the record date). The floating rate distributions will be paid at a rate equal to the greater of the three-month <s >U.S. Dollar LIBOR on the related dividend record </s> CME Term SOFR Reference Rate on the related dividend determination date plus a tenor spread adjustment of 0.26161% date plus 0.70% or 4%. The dividends are non-cumulative and if the board of directors does not declare a dividend or the company fails to pay a dividend declared by the board for any quarterly dividend period, the holder will not be entitled to receive any dividend for that quarterly period and the undeclared or unpaid dividend will not accumulate. <p> Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-22 of the prospectus for further information). <p> In regards to payment of dividends and upon liquidation, the preferred shares rank equally with other preferreds and senior to the common shares of the company. See the IPO prospectus for further information on the depositary shares by clicking on the ‘Link to IPO Prospectus’ provided below.