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transaction for tax purposes; • a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar; • a United State expatriate; or • a person liable for alternative minimum tax. This section is based on the United States Internal Revenue Code of 1986. as amended
agency or instrumentality of the United States, including the FRB and other federal bank regulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series F Preferred Stock, (ii) any proposed change in those laws
erson and you have furnished a valid IRS Form W-8 or other documentation upon which the payor or broker may rely to treat the payments as made to a non-United States person, or (ii) you othenvise establish an exemption. Payment of the proceeds from the sale of Series F Preferred Stock effected at a foreign office
vs ' 0 Company for the accounts of its participants. including Clearstream Banking. sociai ananyme. and Eurocicar Bank S.A . as E = operator of the Euroclear System. against payment in New York. New York on or about August . 2016. •- co c o ••-• Our affiliates, including BNY Mellon Capital Markets. LLC. may
thholding taxes may apply to certain types of payments made to "foreign financial institutions" (as specially defined in the Code) and certain other non-United States entities. Specifically, a 30% withholding tax may be imposed on dividends on, and gross proceeds from the sale or other disposition of, depositary s
e appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least S50 million. Reports The depositary will forward to the holders of ow depositary shares all r
res in book-entry form only through the facilities of The Depository Trust • Company and its participants, including Euroclear Rank as operator of the Euroclear System, and Clearstream .5 a Banking, nano anon yme, on or about , 2015. o w CO 0 Joint Book-Running Managers E = as Morgan Stanley UBS Investment
ed States), as amended (the "Code")) subject to Section 4975 of the Code or any "employee benefit plan" (as such term is defined in Section 3(3) of the United States' Employee Retirement Income Security Act of 1974, as amended ("ERISA")) subject to Title I of ERISA, or otherwise out of "plan assets" within the m
ers of such original Securities resulting from such event; "Euroclear", Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System; "Event of Default", the meaning specified in paragraph 10; "Income", with respect to any Security at any time, all interest, dividends or other d
iation, in its individual capacity and not as Trustee, or any successor thereto. "Bankruptcy Code": The United States Bankruptcy Code, Title I I of the United States Code, as amended. "Bankruptcy Law": The U.S. Bankruptcy Code, as amended from time to time, and Part V of the Companies Law (2004 Revision) of the
successor statute thereto. "ERISA Restricted Notes": The Notes specified as such in Section 2.3. "Euroclear": Euroclear Bank S.A/M., as operator of the Euroclear System, or any successor thereto. "Event of Default": The meaning specified in Section 5.1. "Excel Default Model Input File": An electronic spreadsheet f
Entities connected to both United States and the Euroclear System

United Kingdom
LOCATIONDeutsche Bank Securities Inc.
ORGANIZATIONthe District of Columbia
LOCATIONthe Securities and Exchange Commission
ORGANIZATION
Federal Reserve
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
FDIC
ORGANIZATION
Luxembourg
LOCATIONthe City of New York
LOCATIONKeogh
ORGANIZATION
Moody's
ORGANIZATIONNational Association
ORGANIZATIONthe Monetary Authority of Singapore
ORGANIZATIONRegistrar
ORGANIZATIONEuroclear
ORGANIZATIONthe Securities and Futures Ordinance
ORGANIZATIONMorgan Stanley & Co. LLC
ORGANIZATIONThe Bank of New York Mellon
ORGANIZATIONStandard & Poor's Ratings Services
ORGANIZATIONthe New York Banking Law
ORGANIZATION