Obbligazione Morgan Stanley Financial 17.44% ( US61766YAL56 ) in USD

Morgan Stanley Financial

71.75 USD ⇌

Stati Uniti

US61766YAL56 ( in USD )

17.44% per anno ( pagato 2 volte l'anno)

31/08/2036

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61766YAL56 en USD 17.44%, scadenza 31/08/2036

1 000 USD

1 000 000 USD

61766YAL5

N/A

03/09/2026 ( In 154 giorni )

Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766YAL56, pays a coupon of 17.44% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/08/2036

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61766YAL56, was rated NR by Moody's credit rating agency.

424B2 1 dp67849_424b2-ps1028.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price (1)

Amount of Registration Fee
Fixed to Floating Rate Securities due 2036

$1,000,000

$100.70

August 2 0 1 6
Pricing Supplement No. 1,028
Registration Statement Nos. 333-200365; 333-200365-12
Dated August 5, 2016
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
INTEREST RATE STRUCTURED PRODUCTS
Fixed to Floating Rate Securities due 2036
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
As further described below, interest will accrue on the securities (i) in year 1: at a rate of 9.00% per annum and (ii) in years 2 to
maturity: for each day that the closing value of e a c h of the S&P 500® Index a nd the Russell 2000® Index is gre a t e r t ha n or
e qua l t o 60% of its respective initial index value (which we refer to as the index reference level), at a variable rate per annum
equal to 20 times the difference, if any, between the 30-Year ICE Swap Rate ("30CMS") and the 2-Year ICE Swap Rate ("2CMS"),
as determined on the CMS reference determination date at the start of the related monthly interest payment period; subject to the
maximum interest rate of 9.00% per annum for each interest payment period during the floating interest rate period and the
minimum interest rate of 0.00% per annum. The securities provide an above-market interest rate in year 1; however, for each
interest payment period in years 2 to maturity, the securities will not pay any interest with respect to an interest payment period if
the CMS reference index level is equal to or less than 0.00% on the related monthly CMS reference determination date. In addition,
if, on any calendar day, the index closing value of e it he r index is less than the index reference level for such index, interest will
accrue at a rate of 0.00% per annum for that day. At maturity, if the final index value of e a c h index is greater than or equal to its
barrier level of 50% of its respective initial index value, investors will receive the stated principal amount of the securities plus any
accrued but unpaid interest. However, if the final index value of e it he r index is less than its respective barrier level, investors will
be fully exposed to the decline in the worst performing index over the term of the securities, and the payment at maturity will be
less than 50% of the stated principal amount of the securities and could be zero. T he re is no m inim um pa ym e nt a t
m a t urit y on t he se c urit ie s. Ac c ordingly, inve st ors m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he
se c urit ie s. Because payments on the securities are based on the worst performing of the indices, a decline beyond the
respective index reference level and/or respective barrier level, as applicable, of e it he r index will result in few or no interest
payments during the floating interest rate period and/or a significant loss of your investment, as applicable, even if the other index
has appreciated or has not declined as much. Investors will not participate in any appreciation of either index. These long-dated
securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of
losing their principal and the risk of receiving little or no interest on the securities during the floating interest rate period.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC ("MSFL")
Gua ra nt or:
Morgan Stanley
I ndic e s:
S&P 500® Index (the "SPX Index") and Russell 2000® Index (the "RTY Index")
CM S re fe re nc e inde x :
30-Year ICE Swap Rate minus 2-Year ICE Swap Rate, expressed as a percentage.
Please see "Additional Provisions--CMS Reference Index" below.
Aggre ga t e princ ipa l
$1,000,000. May be increased prior to the original issue date but we are not required to do so.
a m ount :
I ssue pric e :
At variable prices
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St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
August 5, 2016
Origina l issue da t e :
August 31, 2016 (18 business days after the pricing date)
M a t urit y da t e :
August 31, 2036
I nt e re st a c c rua l da t e :
August 31, 2016
Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective barrier
level: the stated principal amount plus any accrued and unpaid interest
· If the final index value of either index is less than its respective barrier level: (a) the
stated principal amount times the index performance factor of the worst performing index
plus (b) any accrued and unpaid interest. This amount will be less than 50% of the stated
principal amount of the securities and could be zero.
I nt e re st :
From and including the original issue date to but excluding August 31, 2017 (the "fixed interest
rate period"): 9.00% per annum
From and including August 31, 2017 to but excluding the maturity date (the "floating interest rate
period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a ) le ve ra ge fa c t or times t he CM S re fe re nc e inde x ; subject to the minimum
interest rate and the maximum interest rate; a nd
(b) N /ACT ; where,
"N" = the total number of calendar days in the applicable interest payment period on which the
index closing value of each index is greater than or equal to its respective index reference level
(each such day, an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period will be determined on the
related CMS reference determination date.
Interest for each interest payment period during the floating interest rate period is subject
to the minimum interest rate of 0.00% per annum and the maximum interest rate of 9.00%
per annum for such interest payment period. Beginning August 31, 2017, it is possible that
you could receive little or no interest on the securities. If, on the related CMS reference
determination date, the CMS reference index level is equal to or less than the CMS
reference index strike, interest will accrue at a rate of 0.00% for that interest payment
period. In addition, if, on any day, the index closing value of either index is determined to
be less than the index reference level for such index, interest will accrue at a rate of 0.00%
per annum for that day. The determination of the index closing value for each index will be
subject to certain market disruption events. Please see Annex A--Market Disruption Event"
below.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest."
Terms continued on the following page
$845.10 per security. The estimated value on any subsequent pricing date may be lower than
Est im a t e d va lue on t he
this estimate, but will in no case be less than $840.00 per security. See "The Securities" on
pric ing da t e :
page 3.
Com m issions a nd issue
pric e :
Pric e t o public (1)(2)
Age nt 's c om m issions (2)
Proc e e ds t o us(3)
Pe r se c urit y
At variable prices
$40
$960
T ot a l
At variable prices
$40,000
$960,000

(1) The securities will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale,
which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not
be less than $970 per security and will not be more than $1,000 per security. See "Risk Factors--The Price You Pay For The Securities May Be Higher
Than The Prices Paid By Other Investors."
(2) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an
affiliate of the agent) and their financial advisors, of up to $40 per security depending on market conditions. See "Supplemental Information Concerning
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Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
(3) See "Use of Proceeds and Hedging" on page 21.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt
se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge 1 5 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt ,
inde x supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low .
Prospe c t us Supple m e nt da t e d Fe brua ry 1 6 , 2 0 1 6
I nde x Supple m e nt da t e d Fe brua ry 2 9 , 2 0 1 6 Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6
Re fe re nc e s t o "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .

Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2036
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
Le ve ra ge fa c t or:
20
I nt e re st pa ym e nt pe riod:
Monthly
I nt e re st pa ym e nt pe riod
Unadjusted
e nd da t e s:
I nt e re st pa ym e nt da t e s:
The last calendar day of each month, beginning September 30, 2016; provided that if any such
day is not a business day, that interest payment will be made on the next succeeding business
day and no adjustment will be made to any interest payment made on that succeeding business
day.
I nt e re st re se t da t e s:
The last calendar day of each month, beginning August 31, 2017
M a x im um int e re st ra t e :
9.00% per annum for each interest payment period during the floating interest rate period
M inim um int e re st ra t e :
0.00% per annum

U nde rlying inde x
With respect to the SPX Index: S&P Dow Jones Indices LLC
publishe r:

With respect to the RTY Index: Russell Investments
CM S re fe re nc e
Two (2) U.S. government securities business days prior to the related interest reset date at the

de t e rm ina t ion da t e s:
start of the applicable interest payment period.
CM S re fe re nc e inde x
0.00%

st rik e :
I nde x re fe re nc e le ve l:
With respect to the SPX Index: , which is 60% of its initial index value

With respect to the RTY Index: , which is 60% of its initial index value
I nit ia l inde x va lue :
With respect to the SPX Index: , which is its index closing value on August 26, 2016, subject
to adjustment due to non-index business days or certain market disruption events.

With respect to the RTY Index: , which is its index closing value on August 26, 2016, subject
to adjustment due to non-index business days or certain market disruption events.
Ba rrie r le ve l:
With respect to the SPX Index: , which is 50% of its initial index value

With respect to the RTY Index: , which is 50% of its initial index value
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Fina l inde x va lue :
With respect to each index, the index closing value of such index on the final determination date
I nde x c losing va lue :
With respect to each index, the closing value of such index. Please see "Additional Provisions--
Indices" below.
Fina l de t e rm ina t ion da t e :
The third scheduled business day prior to the maturity date, subject to adjustment due to non-

index business days or certain market disruption events.
I nde x c ut off:
With respect to each index, the index closing value of such index for any day from and including
the third index business day prior to the related interest payment date for any interest payment

period shall be the index closing value of such index on such third index business day prior to
such interest payment date.
I nde x pe rform a nc e fa c t or: The final index value divided by the initial index value

Worst pe rform ing inde x :
The index with the larger percentage decrease from the respective initial index value to the

respective final index value
Re de m pt ion:
None

Da y-c ount c onve nt ion:
Actual/Actual

Spe c ifie d c urre nc y:
U.S. dollars

CU SI P / I SI N :
61766YAL5 / US61766YAL56

Book -e nt ry or c e rt ific a t e d Book-entry

se c urit y:
Busine ss da y:
New York

Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC.
All determinations made by the calculation agent will be at the sole discretion of the calculation
agent and will, in the absence of manifest error, be conclusive for all purposes and binding on
you, the trustee and us.
All values used in the interest rate formula for the securities and all percentages resulting from
any calculation of interest will be rounded to the nearest one hundred-thousandth of a
percentage point, with .000005% rounded up to .00001%. All dollar amounts used in or resulting
from such calculation on the securities will be rounded to the nearest cent, with one-half cent
rounded upward.

Because the calculation agent is our affiliate, the economic interests of the calculation agent and
its affiliates may be adverse to your interests as an investor in the securities, including with
respect to certain determinations and judgments that the calculation agent must make in
determining the payment that you will receive on each interest payment date and at maturity or
whether a market disruption event has occurred. Please see Annex A--Market Disruption Event"
and "--Discontinuance of an Index; Alteration of Method of Calculation" below. The calculation
agent is obligated to carry out its duties and functions as calculation agent in good faith and
using its reasonable judgment.
T rust e e :
The Bank of New York Mellon

Cont a c t inform a t ion:
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch
office or Morgan Stanley"s principal executive offices at 1585 Broadway, New York, New York
10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage

representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales
at (800) 233-1087.

Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2036
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

The Securities
Principal at Risk Securities
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The securities are debt securities of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan
Stanley. In year 1, the securities pay interest at a rate of 9.00% per annum. Beginning August 31, 2017, interest will accrue on the
securities for each day that the closing value of e a c h of the S&P 500® Index a nd the Russell 2000® Index is gre a t e r t ha n or
e qua l t o 60% of its respective initial index value (which we refer to as the index reference level), at a variable rate per annum
equal to 2 0 times the difference, if any, between the 30-Year ICE Swap Rate ("30CMS") and the 2-Year ICE Swap Rate ("2CMS"),
as determined on the CMS reference determination date at the start of the related monthly interest payment period; subject to the
maximum interest rate of 9.00% per annum for each interest payment period during the floating interest rate period and the
minimum interest rate of 0.00% per annum. The securities provide an above-market interest rate in year 1; however, for each
interest payment period in years 2 to maturity, the securities will not pay any interest with respect to an interest payment period if
the CMS reference index level is equal to or less than 0.00% on the related monthly CMS reference determination date. In addition,
if, on any calendar day, the index closing value of e it he r index is less than the index reference level for such index, interest will
accrue at a rate of 0.00% per annum for that day.

At maturity, if the final index value of e a c h index is greater than or equal to its barrier level of 50% of its respective initial index
value, investors will receive the stated principal amount of the securities plus any accrued but unpaid interest. However, if the final
index value of e it he r index is less than its respective barrier level, investors will be fully exposed to the decline in the worst
performing index over the term of the securities, and the payment at maturity will be less than 50% of the stated principal amount
of the securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly,
inve st ors m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments on the securities are
based on the worst performing of the indices, a decline beyond the respective index reference level and/or respective barrier level,
as applicable, of e it he r index will result in few or no interest payments during the floating interest rate period and/or a significant
loss of your investment, as applicable, even if the other index has appreciated or has not declined as much. Investors will not
participate in any appreciation of either index.

We describe the basic features of these securities in the sections of the accompanying prospectus called "Description of Debt
Securities--Floating Rate Debt Securities" and prospectus supplement called "Description of Securities," subject to and as modified
by the provisions described below. All payments on the securities are subject to our credit risk.

The stated principal amount of each security is $1,000, and the issue price is variable. This price includes costs associated with
issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the
securities on the pricing date is less than the issue price. We estimate that the value of each security on the pricing date is
$845.10. The estimated value on any subsequent pricing date may be lower than this estimate, but will in no case be less than
$840.00 per security.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the CMS reference index and the indices. The estimated value of the securities is
determined using our own pricing and valuation models, market inputs and assumptions relating to the CMS reference index and
the indices, instruments based on the CMS reference index and the indices, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate
at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the interest rate, the leverage factor, the maximum interest rate
applicable to each interest payment period during the floating interest rate period, the CMS reference index strike, the index
reference levels and the barrier levels, we use an internal funding rate, which is likely to be lower than our secondary market credit
spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the
internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

August 2016
Page 3
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2036
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to interest rates and the CMS reference index and the indices, may vary from, and be lower than, the estimated value
on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-
offer spread that MS & Co. would charge in a secondary market transaction of this type, the costs of unwinding the related hedging
transactions and other factors.

MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing
so at any time.

August 2016
Page 4
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2036
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Additional Provisions

CM S Re fe re nc e I nde x

Wha t a re t he 3 0 -Y e a r a nd 2 -Y e a r I CE Sw a p Ra t e s ?

The 30-Year ICE Swap Rate (which we refer to as "30CMS") is, on any U.S. government securities business day, the fixed rate of
interest payable on an interest rate swap with a 30-year maturity as reported on Reuters Page ICESWAP1 or any successor page
thereto at approximately 11:00 a.m. New York City time for such day. This rate is one of the market-accepted indicators of longer-
term interest rates.

The 2-Year ICE Swap Rate (which we refer to as "2CMS") is, on any U.S. government securities business day, the fixed rate of
interest payable on an interest rate swap with a 2-year maturity as reported on Reuters Page ICESWAP1 or any successor page
thereto at approximately 11:00 a.m. New York City time for such day. This rate is one of the market-accepted indicators of shorter-
term interest rates.

The rates reported on Reuters Page "ICESWAP1" (or any successor page thereto) are calculated by ICE Benchmark Administration
Limited based on tradeable quotes for the related interest rate swaps of the relevant tenor that are sourced from electronic trading
venues.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty
in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly) equal to 3-month
LIBOR for that same maturity.

U .S. Gove rnm e nt Se c urit ie s Busine ss Da y

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in U.S. government securities.

CM S Ra t e Fa llba c k Provisions

If 30CMS or 2CMS is not displayed by approximately 11:00 a.m. New York City time on the Reuters Screen ICESWAP1 Page on
any day on which the level of the CMS reference index must be determined, any such affected rate for such day will be determined
on the basis of the mid-market semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in
the New York City interbank market (the "Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and,
for this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg,
calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the
applicable 30 year or 2 year maturity commencing on such day and in a representative amount with an acknowledged dealer of
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good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to USD LIBOR
with a designated maturity of three months. The calculation agent will request the principal New York City office of each of the
Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the rate for that day will be the
arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided as requested, the rate will be
determined by the calculation agent in good faith and in a commercially reasonable manner.

August 2016
Page 5
Morgan Stanley Finance LLC
Fixed to Floating Rate Securities due 2036
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

I ndic e s

T he S& P 5 0 0 ® I nde x

The SPX Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of 500
component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the SPX Index
is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as of a
particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of the
years 1941 through 1943. For additional information about the SPX Index, see the information set forth under "Annex A--The S&P
500® Index" in this document and "S&P 500® Index" in the accompanying index supplement.

T he Russe ll 2 0 0 0 ® I nde x

The RTY Index is an index calculated, published and disseminated by Russell Investments, and measures the composite price
performance of stocks of 2,000 companies incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S.
exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The Russell 3000® Index is composed of the
3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the U.S. equity market.
The RTY Index consists of the smallest 2,000 companies included in the Russell 3000® Index and represents a small portion of the
total market capitalization of the Russell 3000® Index. The RTY Index is designed to track the performance of the small
capitalization segment of the U.S. equity market. For additional information about the RTY Index, see the information set forth
under "Annex A--The Russell 2000® Index" in this document and "Russell 2000® Index" in the accompanying index supplement.

I nde x Closing V a lue Fa llba c k Provisions

The index closing value on any calendar day during the term of the securities on which the index level of an index is to be
determined (each, an "index determination date") will equal:

· with respect to the SPX Index, the official closing value of such index as published by the underlying index publisher for the
SPX Index or its successor, or in the case of any successor index, the official closing value for such successor index as
published by the publisher of such successor index or its successor, at the regular weekday close of trading on that
calendar day, as determined by the calculation agent; and

· with respect to the RTY Index, the closing value of such index or any successor index reported by Bloomberg Financial
Services, or any successor reporting service the calculation agent may select, on such index determination date. The
closing value of the RTY Index reported by Bloomberg Financial Services may be lower or higher than the official closing
value of the RTY Index published by the underlying index publisher for such index,

provided that the index closing value for each index for any day from and including the third index business day prior to the related
interest payment date for any interest payment period shall be the index closing value for such index in effect on such third index
business day prior to such interest payment date; provided further that if a market disruption event with respect to an index occurs
on any index determination date (other than the day on which the initial index value of an index is determined or the final
determination date) or if any such index determination date is not an index business day with respect to an index, the closing value
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of such index for such index determination date will be the closing value of such index on the immediately preceding index
business day for such index on which no market disruption event has occurred with respect to such index.

If a market disruption event with respect to an index occurs on the day on which the initial index value of an index is determined or
the final determination date, or if any such date is not an index business day with respect to an index, the relevant date solely with
respect to that affected index shall be the next succeeding index business day with respect to that index on which there is no
market disruption event with respect to that index; provided that if a market disruption event with respect to that index has occurred
on each of the five index business days with respect to that index immediately succeeding any such scheduled date, then (i) such
fifth succeeding index business day shall be deemed to be the relevant date with respect to that affected index, notwithstanding the
occurrence of a market disruption event with respect to that index on such day, and (ii) with respect to any such fifth succeeding
index business day on which a market disruption event occurs with respect to that index, the calculation agent shall determine the
index closing value on such fifth succeeding index business day in accordance with the formula for and method of calculating that
index last in effect prior to the commencement of the market disruption event, using the closing price (or, if trading in the relevant
securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed
but for such suspension or

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Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

limitation) at the close of the principal trading session of the relevant exchange on such index business day of each security most
recently constituting that affected index without any rebalancing or substitution of such securities following the commencement of
the market disruption event.

In certain circumstances, the index closing value of an index shall be based on the alternate calculation of such index described
under "Annex A--Discontinuance of an Index; Alteration of Method of Calculation."

"Index business day" means, with respect to each index, a day, as determined by the calculation agent, on which trading is
generally conducted on each of the relevant exchange(s) for such index, other than a day on which trading on such exchange(s) is
scheduled to close prior to the time of the posting of its regular final weekday closing price.

"Relevant exchange" means, with respect to each index, the primary exchange(s) or market(s) of trading for (i) any security then
included in such index, or any successor index, and (ii) any futures or options contracts related to such index or to any security then
included in such index.

For more information regarding market disruption events with respect to an index, discontinuance of an index and alteration of the
method of calculation, see "Annex A--Market Disruption Event" and "--Discontinuance of an Index; Alteration of Method of
Calculation" herein.

Post pone m e nt of M a t urit y Da t e

If the scheduled final determination date is not an index business day with respect to an index or if a market disruption event
occurs on that day with respect to an index so that the final determination date is postponed and falls less than two business days
prior to the scheduled maturity date, the maturity date of the securities will be postponed to the second business day following that
final determination date, as postponed with respect to an index.

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Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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How the Securities Work

H ow t o c a lc ula t e t he int e re st pa ym e nt s during t he floa t ing int e re st ra t e pe riod:

The table below presents examples of hypothetical interest that would accrue on the securities during any month in the floating
interest rate period. The examples below are for purposes of illustration only. The examples of the hypothetical floating interest rate
that would accrue on the securities are based on both the level of the CMS reference index level on the applicable CMS reference
determination date and the total number of calendar days in a monthly interest payment period on which the index closing value of
each index is greater than or equal to its respective index reference level.

The actual interest payment amounts during the floating interest rate period will depend on the actual level of the CMS reference
index on each CMS reference determination date and the index closing value of each index on each day during the floating interest
payment period. The applicable interest rate for each monthly interest payment period will be determined on a per-annum basis but
will apply only to that interest payment period. The table assumes that the interest payment period contains 30 calendar days. The
examples below are for purposes of illustration only and would provide different results if different assumptions were made.

Annua lize d ra t e of int e re st pa id
2 0 times CM S N um be r of da ys on w hic h t he inde x c losing va lue of e a c h inde x is gre a t e r
CM S
Re fe re nc e
t ha n or e qua l
Re fe re nc e I nde x
I nde x *
t o it s re spe c t ive inde x re fe re nc e le ve l
0
5
1 0
1 5
2 0
2 5
3 0
-1.300%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.100%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.900%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.700%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.500%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.300%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.100%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.100%
2.00%
0.000%
0.333%
0.667%
1.000%
1.333%
1.667%
2.000%
0.200%
4.00%
0.000%
0.667%
1.333%
2.000%
2.667%
3.333%
4.000%
0.300%
6.00%
0.000%
1.000%
2.000%
3.000%
4.000%
5.000%
6.000%
0.400%
8.00%
0.000%
1.333%
2.667%
4.000%
5.333%
6.667%
8.000%
0.450%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.500%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.667%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.600%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.700%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.800%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
0.900%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.000%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.100%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.200%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.300%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
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1.400%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
1.500%
9.00%
0.000%
1.500%
3.000%
4.500%
6.000%
7.500%
9.000%
* Subject to the minimum interest rate of 0.00% and the maximum interest rate of 9.00%

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Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be the
minimum interest rate of 0.00% and no interest will accrue on the securities for such interest period regardless of the total number
of calendar days in the interest payment period on which the index closing value of each index is greater than or equal to its
respective index reference level.

If on any day, the index closing value of either index is determined to be less than the index reference level for such index, interest
will accrue at a rate of 0.00% per annum for that day.

August 2016
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Fixed to Floating Rate Securities due 2036
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

H ow t o c a lc ula t e t he pa ym e nt a t m a t urit y:

The following hypothetical examples illustrate how to calculate the payment at maturity. The following examples are for illustrative
purposes only. The amount you will receive at maturity, if any, will be determined by reference to the index closing value of each
index on the final determination date. The actual initial index value and barrier level for each index will be determined on August
26, 2016. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the following
terms:

Pa ym e nt a t m a t urit y:
· If the final index value of each index is greater than or equal to its respective
barrier level: the stated principal amount plus any accrued and unpaid interest
· If the final index value of either index is less than its respective barrier level: (a)
the stated principal amount times the index performance factor of the worst
performing index plus (b) any accrued and unpaid interest. This amount will be less
than 50% of the stated principal amount of the securities and could be zero.
St a t e d princ ipa l a m ount :
$1,000 per security
H ypot he t ic a l init ia l inde x va lue : With respect to the SPX Index: 2,000
With respect to the RTY Index: 1,200
H ypot he t ic a l ba rrie r le ve l:
With respect to the SPX Index: 1,000, which is 50% of the hypothetical initial index value
for such index
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for
such index

Fina l I nde x V a lue
Pa ym e nt a t M a t urit y
SPX I nde x
RT Y I nde x
Ex a m ple 1 :
1,200 (a t or a bove the barrier 950 (a t or a bove the barrier The stated principal amount plus any accrued and
level)
level)
unpaid interest
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Document Outline

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