MUFG Union Bank, N.A. Market-Linked Certificates of Deposit, due February 28, 2022 (MLCD No. 394) Capped Average Return Linked to Gold

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1 FINAL DISCLOSURE SUPPLEMENT Dated February 24, 2016 To the Disclosure Statement dated January 7, 2016 MUFG Union Bank, N.A. Market-Linked Certificates of Deposit, due February 28, 2022 (MLCD No. 394) Capped Average Return Linked to Gold Set forth below are the terms and conditions of the above specified MUFG Union Bank, N.A. (the Bank ) Average Return Market- Linked Certificates of Deposit (the MLCDs ). You should carefully review this Disclosure Supplement (the Supplement ), as well as the attached Disclosure Statement, before deciding if an investment in an MLCD is appropriate for you. In the event of any inconsistency between the Disclosure Statement and this Supplement, the terms of the Supplement will control. In general, the MLCDs are designed for investors who seek return of principal along with participation in the potential appreciation of the Investment Benchmark and who are prepared to hold the MLCD until the Maturity Date. All capitalized terms used but not defined herein have the meanings set forth in the Disclosure Statement. MLCD Description Each MLCD is a certificate of deposit that offers a potential return based on the performance of the Gold Spot Price (the Investment Benchmark ), if held to maturity. This return is therefore not a fixed coupon and no periodic interest payments will be made on the MLCDs. Return Potential: The interest payment to the depositor is equal to the greater of the average return of the Investment Benchmark subject to the Maximum Indexed Interest Rate times the Deposit Amount or the Minimum Indexed Interest Amount (as defined below). Return of Principal: At maturity, you will receive repayment of your Deposit Amount regardless of the performance of the Investment Benchmark. However, investors who redeem all or a portion of their MLCD early may lose a portion of their Deposit Amount. FDIC Insurance: The MLCDs are deposit obligations of the Bank and are therefore eligible for FDIC coverage up to applicable limits set by federal law and regulation. The FDIC insures all deposits maintained by a depositor in the same ownership capacity (i.e., individual or joint) at the same insured depository institution up to an aggregate amount of $250,000. Further, with respect to the MLCDs, the FDIC insurance covers only the Deposit Amount and does not include any Indexed Interest Amount or secondary market premium. You are responsible for determining and monitoring the FDIC insurance coverage limit available to you in purchasing any MLCD. The Bank has no obligation to monitor the FDIC insurance coverage that is available to you. IRA Eligible: MLCDs are eligible investments for individual retirement accounts ( IRAs ). Risks and Considerations Purchasing an MLCD involves a number of risks, including risks not typically associated with fixed-rate or floating-rate certificates of deposit or debt instruments. The Bank recommends that prospective investors carefully consider, together with their financial, legal, accounting, tax and other advisors, those risks in determining the suitability of an MLCD in light of their financial circumstances. Please refer to the accompanying Disclosure Statement for a more detailed discussion of these risks which include, but are not limited to: You are not guaranteed the return of the Deposit Amount if your MLCD is not held to maturity. In addition, if you choose to exercise the Early Redemption feature, you are not guaranteed the return of the Deposit Amount. If you hold more in deposits with the Bank than applicable FDIC insurance limits (including the MLCDs you purchase), you will not receive the benefit of FDIC insurance for any balance in excess of that amount. In this instance, the return of principal is subject to the credit risk of the Bank. Neither the Bank nor any Offering Broker is required to, nor does the Bank or any of its affiliates intend to, make a secondary market in the MLCDs. There is no assurance that a secondary market will develop. Funds needed prior to maturity should not be invested in the MLCDs. The MLCDs may yield a return that is less than that of a traditional certificate of deposit or debt instrument of a comparable maturity. Interest on the MLCDs will be subject to annual income taxes based upon a comparable yield for the issuance, even though no payments will be made on the MLCDs until the Maturity Date, absent early redemption. You may incur a tax liability without any offsetting income from the MLCDs. See United States Federal Income Tax Considerations herein and in the Disclosure Statement. The Indexed Interest Amount (as defined below) may not reflect the full upside performance of the Investment Benchmark, and the performance of the Investment Benchmark may result in the investor receiving only the Deposit Amount at maturity. Although the return on the MLCD is linked to the performance of the Investment Benchmark, you will not have any rights in or to the commodities referenced in the Investment Benchmark. The MLCDs are made available through UnionBanc Investment Services LLC ( UBIS ), a subsidiary of the Bank, and/or other Offering Brokers. The MLCDs are time deposit obligations of the Bank, a national banking association, and are not obligations of MUFG Americas Holdings Corporation, the Offering Brokers, or any other company affiliated with the Bank. None of MUFG Americas Holdings Corporation, UBIS or any other affiliate of the Bank guarantees the financial condition of the Bank.

2 Key Terms Issuer... Investment Benchmark... Currency... Minimum Deposit Amount... MUFG Union Bank, N.A. The Gold Spot Price, P.M. Fixing (Bloomberg Ticker: GOLDLNPM Cmdty ) USD. Pricing Date... February 24, Issue Date (Settlement Date)... February 29, Maturity Date... February 28, Payment at Maturity... Indexed Interest Amount... Investment Benchmark Return Percentage... Minimum Annual Percentage Yield ( APY )... Periodic Interest Payments... $1,000 principal amount (except that each Offering Broker may, in its discretion, impose a higher minimum deposit amount with respect to MLCD sales to its customers) and multiples of $1,000 principal amount in excess of such amount. The Deposit Amount plus the greater of (i) the Indexed Interest Amount or (ii) the Minimum Indexed Interest Amount. The product of the Deposit Amount and lesser of the (i) Investment Benchmark Return Percentage and the (ii) Maximum Indexed Interest Rate (each as defined below). The Calculation Agent will determine the Investment Benchmark Return Percentage by applying the following formula: Where: (Average Investment Benchmark Value Initial Closing Value) Initial Closing Value The Average Investment Benchmark Value is the arithmetic average of the Closing Values of the Investment Benchmark on the 24th of each February and August beginning August 24, 2016, through and including the Final Observation Date (defined below), collectively referred to herein as the Observation Dates. Accordingly, there will be a total of 12 Closing Values used to calculate the Average Investment Benchmark Value. The Average Investment Benchmark Value will be determined by adding together all of the Closing Values and dividing the sum by 12. Closing Value is the closing level of the Investment Benchmark on any Scheduled Trading Day. If any Observation Date is not a Scheduled Trading Day, the Closing Value will be determined on the immediately succeeding Scheduled Trading Day. The Initial Closing Value will be , the Closing Value of the Investment Benchmark on the Pricing Date. The Final Observation Date will be February 23, Changes in the value of the Investment Benchmark from the Final Observation Date to the Maturity Date will not affect the Indexed Interest Amount or the return on the MLCD. 0.98% (if the Average Investment Benchmark Value of the Investment Benchmark does not exceed the Initial Closing Value, so that only the outstanding Deposit Amount and the Minimum Indexed Interest Amount is payable on the MLCDs). APYs assume that the MLCDs were purchased in the original offering and are calculated on the basis of a 365-day year. The precise Minimum APY will be determined on the Pricing Date. None. 1

3 Call Feature... None. Minimum Indexed Interest Amount... Maximum Indexed Interest Rate... Early Redemption Dates... Survivor s Option % multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 0.98% APY %. This equates to a 4.79% APY. The 15th of each March, June, September, and December, beginning December 15, The amount you receive upon an early redemption (the Early Redemption Amount ) is described in the section of the Disclosure Statement entitled General Description of the MLCDs - Early Redemption and Early Redemption Penalty." Upon an Early Redemption, the amount that you may receive for your MLCD may be less than if held to maturity and will be impacted by the factors described under "Risk Factors The Price at Which You May Sell the MLCDs Prior to Maturity May Be Substantially Less Than Your Deposit Amount and Fees and Hedging in the Disclosure Statement. Upon the death or adjudication of incompetence of the beneficial owner of the MLCD, the estate will be entitled to the return of the full Deposit Amount. The estate will not be entitled to additional payments associated with the performance of the Investment Benchmark or any secondary market premiums that may have been paid. Survivor s Option Payment Dates... The 10 th of each month, beginning April 10, Calculation Agent... MUFG Union Bank, N.A. Scheduled Trading Day... CUSIP... Selling Concession... Estimated Value... Any weekday on which the New York Mercantile Exchange (the NYMEX ) or any successor thereto, is open for trading, and the level of the Investment Benchmark is published BY4 The MLCDs will be distributed through Participating Brokers. Participating Brokers will receive a Placement Fee from the Bank of up to 2.50% of the aggregate Deposit Amount of the MLCDs sold. The estimated value of the MLCDs on the Pricing Date is $955 per $1,000 Deposit Amount. Please see the section below Additional Information Relating to the Estimated Value for important information relating to the estimated value of the MLCDs. 2

4 Illustrative Examples The following examples are provided for illustration purposes only and are hypothetical. They are not representative of every possible scenario concerning increases or decreases in the Closing Values of the Investment Benchmark relative to the Initial Closing Value. The Bank cannot predict the Closing Value of the Investment Benchmark on any Scheduled Trading Day. The assumptions the Bank has made in connection with the illustrations set forth below may not reflect actual events, and the hypothetical semiannual index values of the Investment Benchmark for each Observation Date used in the illustrations below may not be the actual semi-annual index values of the Investment Benchmark for each such Observation Date. You should not take these examples as an indication or assurance of the expected performance of the Investment Benchmark or of the return on the MLCD. The following examples indicate how and whether the Indexed Interest Amount would be calculated and paid with respect to a hypothetical $1,000 Deposit Amount in the MLCDs. These examples assume that there is no early redemption, and that the MLCDs are held to maturity, and the following: Indexed Interest Amount: The product of the following of the Deposit Amount and the lesser of A. the Investment Benchmark Return Percentage and, B. the Maximum Indexed Interest Rate Investment Benchmark Return Percentage: (Average Investment Benchmark Value Initial Closing Value) Initial Closing Value Maximum Indexed Interest Rate: 32.40% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to an 4.79% APY Minimum Indexed Interest Amount: 6.00% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 0.98% APY. Payment at Maturity: The Deposit Amount plus the greater of (i) the Minimum Indexed Interest Amount and (ii) the Indexed Interest Amount. 3

5 Example 1: Investment Benchmark Increases in Value over MLCD Term Observation Dates Investment Benchmark Closing Values Initial Closing Value August 24, February 24, August 24, February 26, August 24, February 25, August 27, February 24, August 24, February 24, August 24, Final Observation Value: Average Investment Benchmark Value Investment Benchmark Return Percentage 28.00% Maximum Indexed Interest 32.40% Indexed Interest Amount $ Minimum Indexed Interest Amount $60.00 Payment at Maturity $1, Annual Percentage Yield 4.79% In this scenario, the Investment Benchmark Return Percentage is greater than the Maximum Indexed Interest Rate. The Payment at Maturity is equal to the Deposit Amount of $1,000 plus an Indexed Interest Amount of $324 (which is the Maximum Indexed Interest Amount of 32.40% x the Deposit Amount of $1,000). Therefore, in this scenario, the Payment at Maturity would equal $1,324, since the Indexed Interest Amount exceeds the Minimum Indexed Interest Amount. Example 1 shows that the Average Investment Benchmark Value may be less than the Investment Benchmark Closing Value on the final Observation Date. In this case, the Payment at Maturity does not reflect the full performance of the Investment Benchmark during the term of the MLCDs when measured as the difference between the Initial Closing Value and the Closing Value on the Final Observation Date. 4

6 Example 2: Investment Benchmark Decreases in Value over MLCD Term Observation Dates Investment Benchmark Closing Values Initial Closing Value August 24, February 24, August 24, February 26, August 24, February 25, August 27, February 24, August 24, February 24, August 24, Final Observation Value: Average Investment Benchmark Value Investment Benchmark Return Percentage -5.05% Maximum Indexed Interest 32.40% Indexed Interest Amount ($50.50) Minimum Indexed Interest Amount $60.00 Payment at Maturity $1, Annual Percentage Yield 0.98% In this scenario, the Payment at Maturity is equal to $1,060, which is the Deposit Amount of $1,000 plus the Minimum Indexed Interest Amount of $60. This is because the Indexed Interest Amount is less than the Minimum Indexed Interest Amount. The Indexed Interest Amount is -$50.50 (which is the Investment Benchmark Return Percentage of -5.05% x the Deposit Amount of $1,000) and is less than the Minimum Indexed Interest Amount of $60. Example 2 shows that when the Average Investment Benchmark Value is less than the Initial Closing Value, the investor will receive the Minimum Indexed Interest Amount, which may be less than the expected rate a depositor would receive if the depositor purchased a traditional certificate of deposit or other alternative investment. 5

7 Example 3: Investment Benchmark Increases in Value, but the Indexed Interest Amount is less than the Minimum Indexed Interest Amount Observation Dates Investment Benchmark Closing Values Initial Closing Value August 24, February 24, August 24, February 26, August 24, February 25, August 27, February 24, August 24, February 24, August 24, Final Observation Value: Average Investment Benchmark Value Investment Benchmark Return Percentage 2.89% Maximum Indexed Interest 32.40% Indexed Interest Amount $28.90 Minimum Indexed Interest Amount $60.00 Payment at Maturity $1, Annual Percentage Yield 0.98% In this scenario, the Payment at Maturity is equal to $1,060, which is the Deposit Amount of $1,000 plus the Minimum Indexed Interest Amount of $60. This is because the Indexed Interest Amount is less than the Minimum Indexed Interest Amount. The Indexed Interest Amount is $28.90 (which is the Investment Benchmark Return Percentage of 2.89% x the Deposit Amount of $1,000) and is less than the Minimum Indexed Interest Amount of $60. Example 3 shows that the Average Investment Benchmark Value may be less than the Investment Benchmark Closing Value on the final Observation Date. In this case, the Payment at Maturity does not reflect the full performance of the Investment Benchmark during the term of the MLCDs when measured as the difference between the Initial Closing Value and the Closing Value on the Final Observation Date. 6

8 Example 4: Investment Benchmark Decreases in Value, but Indexed Interest Amount Exceeds the Minimum Indexed Interest Amount at Maturity Observation Dates Investment Benchmark Closing Values Initial Closing Value August 24, February 24, August 24, February 26, August 24, February 25, August 27, February 24, August 24, February 24, August 24, Final Observation Value: Average Investment Benchmark Value Investment Benchmark Return Percentage 17.31% Maximum Indexed Interest 32.40% Indexed Interest Amount $ Minimum Indexed Interest Amount $60.00 Payment at Maturity $1, Annual Percentage Yield 2.70% In this scenario, the Indexed Interest Amount is greater than the Minimum Indexed Interest Amount. The Payment at Maturity is equal to the Deposit Amount of $1,000 plus the Indexed Interest Amount of $ (which is the Investment Benchmark Return Percentage of 17.31% x the Deposit Amount of $1,000). Therefore, in this scenario, the Payment at Maturity would equal $1,173.10, since the Indexed Interest Amount exceeds the Minimum Indexed Interest Amount. Example 4 shows that, even if the Closing Value on the Final Observation Date is below the Initial Closing Value, the investor may still receive a return that is greater than the Minimum Indexed Interest Amount, because the Investment Benchmark Return Percentage is calculated using Closing Values of the Investment Benchmark throughout the term of the MLCD. 7

9 Investment Benchmark Overview The value of gold to which the return on the MLCD is linked is the spot price of gold in U.S. dollars as determined at 3:00 p.m. London time by a committee of market making members of the London Bullion Market Association ( LBMA ). The five members of the committee are Barclays Capital, Scotia Mocatta, Deutsche Bank, Societe Generale, and HSBC Investment Banking Group. The fix is carried out twice a day, at 10:30 am and 3:00 pm London local time via telephone by the five members. Information as of market close on February 24, 2016 Bloomberg Ticker Symbol: Source: Bloomberg GOLDLNPM Cmdty Current Price (02/24/2016): $1, The London Bullion Market London is the focus of the international Over-the-Counter (OTC) market for gold, with a client base that includes the majority of the central banks that hold gold, plus producers, refiners, fabricators and other traders throughout the world. Members of the London bullion market typically trade with each other and with their clients on a principalto-principal basis, which means that all risks, including those of credit, are between the two counterparts to a transaction. This is known as an Over the Counter (OTC) market, as opposed to an exchange traded environment. The London bullion market is a wholesale market, where minimum traded amounts for clients are generally 1,000 ounces of gold. Unlike a futures exchange where trading is based around standard contract units, settlement dates and delivery specifications the OTC market allows flexibility. It also provides confidentiality, as transactions are conducted between the two principals involved. 8

10 Historical Closing Values of Gold Since its inception, the Investment Benchmark has experienced significant fluctuations. Any historical upward or downward trend in the Gold Spot Price during any period shown below is not an indication that the Gold Spot Price is more or less likely to increase or decrease at any time during the term of the MLCDs. The historical values do not give an indication of the future performance of the Gold Spot Price. The Bank cannot assure you that the future performance of the Gold Spot Price will result in holders of the MLCDs receiving an amount greater than the outstanding deposit amount of the MLCDs and the Minimum Indexed Interest Amount on the maturity date. 9

11 The table below sets forth the quarterly high and low closing values, as well as end-of-quarter closing values, of the Investment Benchmark for each of the quarters from December 2005 to present. The Bank obtained the data in the table from Bloomberg, LP. Historical price values of Investment Benchmark should not be used as an indication of future performance. Quarter Ending Quarterly High Quarterly Low Quarterly Close Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Dec-05 through Dec

12 Market Disruption Events Market Disruption Event means a Price Source Disruption, Trading Disruption, Disappearance of Commodity Reference Price, Material Change in Formula or Tax Disruption. Price Source Disruption means (i) the failure of the Price Source to announce or publish the Gold Value (or the information necessary for determining the Gold Value) or (ii) the temporary or permanent discontinuance or unavailability of the Price Source. Trading Disruption means the material suspension of, or material limitation imposed on, trading in gold or a related futures contract, options contract or commodity on the London bullion market or the relevant exchange, as applicable. Disappearance of Commodity Reference Price means (i) the permanent discontinuation of trading in a Gold-related futures contract, options contract or commodity on the London bullion market or the relevant exchange, as applicable, or (ii) the disappearance or permanent discontinuance or unavailability of the Gold Value, notwithstanding the availability of the Price Source or the status of trading in Gold or in a related futures contract, options contract or commodity. Material Change in Formula means the occurrence since the pricing date of a material change in the formula for or the method of calculating the Gold Spot Price. Tax Disruption means the imposition of, change in or removal of an excise, severance, sales, use, value-added, transfer, stamp, documentary, recording or similar tax on, or measured by reference to, Gold (other than a tax on, or measured by reference to overall gross or net income) by any government or taxation authority after the pricing date, if the direct effect of the applicable imposition, change or removal is to raise or lower the Gold Value on the day that would otherwise be a Measurement Date from what it would have been without that imposition, change or removal. If a Market Disruption occurs or exists on the valuation date set forth above for the MLCDs, the Calculation Agent may determine the Gold Value (or the method for determining the Gold Value), taking into consideration the latest available quotation for the Gold Value and any other information that in good faith it deems relevant. The Calculation Agent may make this determination in such manner as it deems appropriate, and its determination will be binding. 11

13 Discontinuance or Modifications to the Investment Benchmark 1. If the Investment Benchmark is permanently cancelled or is not calculated and announced by the Investment Benchmark Sponsor but (i) is calculated and announced by a successor sponsor (the Successor Investment Benchmark Sponsor ) acceptable to the Calculation Agent, or (ii) replaced by a successor index (the Successor Investment Benchmark ) using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the level, then the level will be deemed to be the level so calculated and announced by that Successor Investment Benchmark Sponsor or that Successor Investment Benchmark, as the case may be. 2. If on or prior to the maturity date or Early Redemption Date, (i) the Investment Benchmark Sponsor makes a material change in the formula for or the method of calculating the level or in any other way materially modifies the Investment Benchmark (other than a modification prescribed in that formula or method to maintain the level, in the event of changes in constituent commodities or weightings and other routine events), or (ii) if the Investment Benchmark Sponsor permanently cancels the Investment Benchmark or (iii) fails to calculate and announce the price for a continuous period of three Scheduled Trading Days and the Calculation Agent determines that there is no Successor Investment Benchmark Sponsor or Successor Investment Benchmark, then the Calculation Agent may at its option (in the case of (i) and shall (in the case of such (ii) and (iii)) (such events (i) (ii) and (iii) to be collectively referred to as Investment Benchmark Disruption Events ) calculate the level using, in lieu of the published value for the Investment Benchmark (if any), the value for the Investment Benchmark as at the relevant Observation Date as determined by the Calculation Agent in accordance with the formula for and method of calculating the level last in effect prior to the relevant Investment Benchmark Disruption Event (as the case may be), but using only those futures contracts that comprised that Investment Benchmark immediately prior to the relevant Investment Benchmark Disruption Event (as the case may be) (other than those futures contracts that have ceased to be listed on any relevant exchange). If at any time the Investment Benchmark is replaced by a Successor Investment Benchmark or the Calculation Agent must calculate the value of the Investment Benchmark upon the occurrence of an Investment Benchmark Disruption Event as described in the preceding paragraphs, the Calculation Agent will notify the Bank, and the Bank will provide notice to the holders of the MLCDs. Such notification will be provided in accordance with the standard procedures of DTC. Any failure to deliver such notice shall not constitute a breach of the Bank s obligations under the MLCDs. 12

14 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following discussion supplements (and, to the extent inconsistent with, supersedes) and should be read in conjunction with the discussion in the attached Disclosure Statement under United States Federal Income Tax Considerations. For purposes of that discussion, the MLCDs are long-term MLCDs. The table below sets forth the following information with respect to each $1,000 principal amount of the MLCDs for each of the indicated accrual periods through the maturity dates of the MLCDs: the adjusted issue price at the beginning of the accrual period; the amount of interest deemed to have accrued during the accrual period; and the total amount of interest deemed to have accrued from the original issue date through the end of the accrual period. The table is based upon a projected payment schedule (including a comparable yield equal to 2.91% per annum (compounded annually) that the Bank established for the MLCDs. The comparable yield will not be less than the applicable federal rate based on the overall maturity of the MLCD. The table reflects the expected issuance of the MLCDs on February 29, 2016 and the scheduled maturity date of February 28, The table also assumes that the MLCDs will not be withdrawn prior to maturity under the Survivor s Option or pursuant to an early redemption. The projected payment schedule consists of a single payment at maturity, which includes the principal amount and a projection for tax purposes of the Indexed Interest Amount. The Bank has determined that the projected payment schedule for each $1,000 principal amount of the MLCDs would consist of the payment on the maturity date of the principal amount of $1,000 and a projected Indexed Interest Amount of $187.76, for a total of $1, This information is provided solely for tax purposes, and the Bank makes no representations or predictions as to what the actual Indexed Interest Amount will be. Adjusted Issue Price at Beginning of Accrual Period Interest Deemed to Accrue on the MLCDs During the Accrual Period (1) Total Interest Deemed to Have Accrued from Original Issue Date as of End of Accrual Period February 29, 2016 to December 31, , (1) Accrual Period January 1, 2017 to December 31, January 1, 2018 to December 31, January 1, 2019 to December 31, January 1, 2020 to December 31, January 1, 2021 to December 31, January 1, 2022 to February 28, Represents the adjusted issue price at the beginning of the accrual period multiplied by the hypothetical comparable yield for the accrual period. Final Adjusted Issue Price = $1, per $1,000 principal amount of MLCDs. Upon payment at maturity, you will be required to adjust the income accrued pursuant to the projected payment schedule, upward or downward, to reflect the difference, if any, between the actual and projected amount of the maturity payment. You generally will treat any such gain as ordinary income and any such loss as ordinary loss to the extent of previous income inclusions. All prospective investors in the MLCDs should consult their own tax advisors concerning the taxation of the MLCDs. Additional Information Relating to the Estimated Value The estimated value set forth under Key Terms above reflects a fixed-income component and the value of the embedded derivative in the MLCDs. The value of the fixed-income component is determined using the Issuer s 13

15 internal funding rate. The Issuer s internal funding rate is the rate it would pay on certificates of deposit with a term similar to the MLCDs. The value of the embedded derivative will be or was determined by the price the Issuer paid for the derivative from an unaffiliated third party. The estimated value of the embedded derivative may include the unaffiliated third party s estimated hedging costs as part of its bid price for the embedded derivative. The estimated value for each MLCD is less than the Deposit Amount, and is based on the Issuer s pricing models. After the Pricing Date, the estimated value as determined under those models will be affected by changes in market conditions, the Issuer s creditworthiness, and other factors. In estimating the value of the MLCDs, the Issuer s pricing models consider a variety of factors, and rely in part on assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your MLCDs after the Pricing Date may differ, perhaps materially, from the estimated value of the MLCDs set forth above. In addition, the broker through which you hold your MLCDs may value them differently than the estimated value set forth above, whether in determining the price of any purchase transaction, or for purposes of determining the value of the MLCDs set forth on your brokerage statement. The estimated value set forth above does not represent the value of the MLCDs at any time after the Pricing Date, the price that you may receive for them in any sale, or the expected return on the MLCDs. 14

16 MUFG UNION BANK, N.A. Market-Linked Certificates of Deposit DISCLOSURE STATEMENT dated January 7, 2016 MUFG Union Bank, N.A. (the Bank ) may from time to time offer market-linked certificates of deposit ( MLCDs ) with maturities of at least seven calendar days. The returns on the MLCDs will be linked to one or more Investment Benchmarks, as described below. This Disclosure Statement contains the general terms and conditions that will apply to the MLCDs. The specific terms and conditions applicable to a particular MLCD offering will be described in greater detail in the applicable Disclosure Supplement ( Supplement ). In the event of any inconsistency between the Disclosure Statement and the Supplement, the terms of the Supplement will control. Payments on the MLCDs Unless otherwise specified in the Supplement and unlike traditional certificates of deposit and other debt instruments, the Bank will make a payment on the maturity date of the MLCDs (the Indexed Interest Amount ) that is related to changes in (i) the value or values of one or more indices based on the prices of securities, (ii) the exchange rates of one or more specified currencies or currency indices, (iii) the value or values of one or more commodities or commodity indices, (iv) the price or prices of the shares of one or more exchange traded funds ( ETFs ) based on any of the forgoing or on any other types of assets or (v) any other measure of economic or financial performance. With respect to each MLCD, the applicable assets or market measures are referred to as the Investment Benchmark. (For example, in the case of an MLCD linked to the price of shares of an ETF, the Investment Benchmark will be the relevant ETF.) The Supplement for the MLCDs will specify the applicable Investment Benchmark and how the Indexed Interest Amount will be calculated. The Indexed Interest Amount may be calculated based upon values observed on one or more dates that are close to the maturity date of the MLCDs, or periodically over the term of the MLCD, and may be subject to a cap. As a result, the payments received on the MLCD may be substantially less than any change in the value of the Investment Benchmark, and these features may generally negatively affect your investment return. In addition, if the Supplement does not provide for a Minimum Indexed Interest Amount, as defined below, you may receive no interest payment or return of any kind on your MLCDs, other than the repayment of the Deposit Amount (as defined below). If the MLCD is held to maturity, the Bank will pay no less than the full Deposit Amount. Liquidity Although the Bank or its affiliates may purchase the MLCDs from you in the secondary market, they are not obligated to do so. The Bank and its affiliates are not obligated to, and do not intend to, make a market for the MLCDs. There is no assurance that a secondary market for the MLCDs will develop or, if it develops, that it will continue. Consequently, you may not be able to sell your MLCDs readily or at prices that will enable you to realize your desired yield. Only MLCDs held to maturity or MLCDs that are subject to a permitted early withdrawal in the event of the death or adjudicated incompetence of a beneficial owner of the MLCD will be entitled to the return of the full Deposit Amount. If you sell your MLCDs prior to maturity, you may receive less than the full amount of your Deposit Amount. The MLCDs are designed to be held to maturity, and funds that you need prior to maturity should not be invested in MLCDs. Deposit Insurance The MLCDs are deposit obligations of the Bank, the deposits and accounts of which are insured by the Federal Deposit Insurance Corporation (the FDIC ) up to certain statutory limits and in accordance with certain limitations and restrictions. The Deposit Insurance section below contains a general description of the federal deposit insurance limitations and restrictions as applied to the MLCDs. The amount of deposit insurance available to you for MLCDs you purchase will depend on a number of factors, including the capacity in which you hold the MLCDs and whether you hold any other deposits at the Bank in the same capacity. A depositor purchasing a principal amount of MLCDs that is in excess of the described limits or which, together with other deposits that it maintains at the Bank in the same ownership capacity, is in excess of such limits should not rely on the availability of deposit insurance with respect to such excess. To the extent you maintain deposits with the Bank in excess of the FDIC limits, you are relying solely on the Bank s ability to pay the principal amount of the MLCD. You are responsible for monitoring the total amount of deposits that you hold at the Bank in the same ownership capacity in order to determine the extent of FDIC insurance coverage available to you on the MLCDs. In addition, the FDIC has taken the position that any Indexed Interest Amount and Minimum Indexed Interest Amount (until such amounts are contractually accrued on the books and records of the Bank) and any secondary market premium paid by a depositor above the principal amount of the MLCDs are not insured by the FDIC. Therefore, you are relying solely on the Bank s ability to pay the Indexed Interest Amount and Minimum Indexed Interest Amount, if any, until such time as such amounts are contractually accrued on the books and records of the Bank. See Deposit Insurance herein. Survivor s Option If so specified in the Supplement, withdrawals will be permitted prior to the maturity date in the event of the death or adjudicated incompetence of the beneficial owner of the MLCD. This right is called a Survivor s Option and upon the valid election of this right, the Bank will repay 100% of the principal amount of the MLCD; however, the Bank will not pay any Indexed Interest Amount or Minimum Indexed Interest Amount. See Survivor s Option herein. Tax Treatment Most United States holders of the MLCDs, other than those purchasing the MLCDs through a tax advantaged retirement account (such as an IRA), are subject to tax rules requiring them to include in their taxable income during each tax year in which the MLCDs are outstanding imputed interest income on the MLCDs even though interest, if any, may not be paid on the MLCDs until maturity. See United States Federal Income Tax Considerations herein. Risk Factors In making an investment decision, investors must rely on their own examination of the Bank and the terms of the offering, including the merits and risks involved. You should reach an investment decision only after carefully considering, together with your financial, legal and tax advisors, the suitability of an investment in an MLCD in light of your financial circumstances. You will be subject to risks, including risks not associated with conventional fixed-rate or floating-rate certificates of deposit or debt instruments. See Risk Factors herein and Risks and Considerations in the applicable Supplement for more information on the risks associated with the MLCDs. MLCDs Are Obligations of the Bank The MLCDs are obligations solely of the Bank, and are not obligations of and are not guaranteed by MUFG Americas Holdings Corporation, UnionBanc Investment Services, LLC ( UBIS ) or any other affiliate or subsidiary of the bank. The MLCDs are not, and will not be, registered under the Securities Act of 1933, as amended, and are not required to be so registered. The MLCDs have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Disclosure Statement or any Supplement. Any representation to the contrary is a criminal offense. Offering Brokers The MLCDs will be made available through UBIS and may be made available through certain other brokers (together, the Offering Brokers ). UBIS is a registered broker-dealer, investment advisor, member FINRA/SIPC, and a subsidiary of the Bank. MUFG Union Bank, N.A. Market Linked Certificates of Deposit Disclosure Statement 1

17 TABLE OF CONTENTS Page Summary... 3 Risk Factors... 4 General Description of the MLCDs MUFG Union Bank, N.A Payments on the MLCDs Additions and Withdrawals Early Redemption and Early Redemption Penalty Survivor s Option Information with Respect to the Investment Benchmark Market Disruption Events Discontinuance or Modification of an Investment Benchmark Other than an ETF Anti-dilution Adjustments and Liquidation Events Relating to an ETF; Alternate Calculation Minimum Denominations The Calculation Agent Fees and Hedging Purchasing an MLCD Evidence of the Deposits Deposit Insurance General Payments Under Adverse Circumstances United States Federal Income Tax Considerations General U.S. Holders MLCDs with Stated Maturities of One Year or Less ( short-term MLCDs ) MLCDs with Stated Maturities of More Than One Year ( long-term MLCDs ) Additional Medicare Tax Comparison with Conventional Certificates of Deposit Non-U.S. Holders Backup Withholding and Reporting New U.S. Withholding Legislation MUFG Union Bank, N.A. Market Linked Certificates of Deposit Disclosure Statement 2

18 Summary This Disclosure Statement, along with the applicable Supplement, describes the terms of the MLCDs offered. These documents contain information you should consider when making your investment decision and you should rely solely on the information contained in this Disclosure Statement and the applicable Supplement. To the extent that any of the information in the Supplement is inconsistent with the information contained in this Disclosure Statement, the applicable Supplement will control. Neither the Bank nor UBIS has authorized anyone to provide you with any additional information. If any such information is provided to you, you should not rely on it. The information contained in this Disclosure Statement and any Supplement may not be modified by any oral representation made before or after purchase of an MLCD. You should consider carefully the information contained in Risk Factors beginning on the next page. This Disclosure Statement and the applicable Supplement do not constitute an offer or solicitation by anyone in any state or jurisdiction in which such offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so, or to any person for whom it is unlawful to make such an offer or solicitation. The information contained in this Disclosure Statement and the applicable Supplement may only be accurate as of the dates of such documents. You should not interpret the delivery of this Disclosure Statement or the applicable Supplement or the sale of the MLCDs as an indication that there has been no change in the information set forth herein or therein since those dates. Issuer Calculation Agent MLCDs Payments Additions and Withdrawals; Early Redemption Survivor s Option Investment Benchmark Minimum Denomination Transfers MUFG Union Bank, N.A. (the Bank ) MUFG Union Bank, N.A. Market-linked certificates of deposit, issued by the Bank from time to time and as described herein and in the applicable Supplement. See General Description of the MLCDs. The MLCDs will be in the form of a master certificate held through the Depository Trust Company ( DTC ). See Evidence of the Deposits. MLCDs are deposit obligations of the Bank. Upon maturity, the bank will return to you the full deposit amount of your MLCDs (the Deposit Amount ). Unlike traditional certificates of deposit and other debt instruments, the Bank will make a payment on the maturity date of the MLCDs (and such other dates as may be set forth in the applicable Supplement) based on changes in an Investment Benchmark (the Indexed Interest Amount ). If so specified in the applicable Supplement, the MLCDs may also accrue and provide for periodic payments of interest at a specified rate (the Periodic Interest Payments ). See General Description of the MLCDs Payments on the MLCDs. Generally, additions and withdrawals are not permitted. If so specified in the applicable Supplement, a series of MLCDs may have an early redemption feature, in which case the amount of the payment on the MLCDs will be determined prior to maturity and an early redemption penalty (the Early Redemption Penalty ) may apply (the Early Redemption Amount ), and/or a Survivor s Option, as described below. See General Description of the MLCDs Additions and Withdrawals, Early Redemption and Early Redemption Penalty and Survivor s Option. If so specified in the applicable Supplement, withdrawals will be permitted prior to the maturity date in the event of the death or adjudicated incompetence of the beneficial owner of an MLCD. See General Description of the MLCDs Survivor s Option. The Investment Benchmark and the method for calculating the Indexed Interest Amount will be set forth in the applicable Supplement. See General Description of the MLCDs Information with Respect to the Investment Benchmark. Unless otherwise specified in the applicable Supplement, denominations of $1,000 and integral multiples of $1,000 in excess thereof. See General Description of the MLCDs Minimum Denominations. If you choose to terminate your Offering Broker as nominee, authorized representative, agent or custodian with regard to an MLCD, you may (i) transfer your MLCDs to another brokerdealer or other institution which is a direct or indirect DTC participant (the Transferee Broker, which together with the Offering Broker, is collectively referred to herein as Broker ) or (ii) request that your ownership of the MLCD be evidenced directly on the books of the Bank, subject to applicable law and the Bank s terms and conditions, including those related to the manner of evidencing MLCD ownership. In the event that your ownership of the MLCD is evidenced directly on the books of the Bank, the term Broker as used herein shall include the Bank to the extent applicable. MUFG Union Bank, N.A. Market Linked Certificates of Deposit Disclosure Statement 3

19 Risk Factors Your purchase of an MLCD involves significant risks, including risks not associated with fixed-rate or floating-rate certificates of deposit or debt instruments. You should not purchase the MLCDs unless you understand and are able to bear the risks associated with the MLCDs which are included in this Disclosure Statement and any applicable Supplement. You should compare the features of the MLCDs to other available investments before deciding to purchase an MLCD. Due to the uncertainty as to whether the MLCDs will earn an Indexed Interest Amount, the return you receive with respect to an MLCD may be higher or lower than the returns on other deposits or investments available from the Offering Brokers or the Bank or through other investments. You should reach an investment decision only after carefully considering, together with your financial, legal and tax advisors, the suitability of an investment in an MLCD in light of your financial circumstances. Depositors May Not Be Entitled to Receive any Interest Even if the MLCD Is Held to Maturity Unless the Supplement specifies a Minimum Indexed Interest Amount (as defined below) or Periodic Interest Payments, you will not receive any other return at maturity if the value of the Investment Benchmark does not change so as to produce an Indexed Interest Amount greater than zero. If the Indexed Interest Amount is not greater than zero, at maturity you will receive only the Deposit Amount of your MLCDs plus any Periodic Interest Payments or Minimum Indexed Interest Amount specified in the related Supplement. It is possible you will receive no Indexed Interest Amount, even though the value of the Investment Benchmark on the maturity date is greater than the value of the Investment Benchmark on the issue date of your MLCDs. For example, if the Indexed Interest Amount is calculated based on an average of the value of the Investment Benchmark observed at specified intervals during the term of the MLCD, one or more low values may offset any earlier or later increases, resulting in an Indexed Interest Amount of zero. If your MLCDs are subject to any knock-out event or similar event pursuant to their terms that eliminates any Indexed Interest Amount, your Indexed Interest Amount will be zero if the Investment Benchmark is at specified values at any time during the term of your MLCDs, even if the value of the Investment Benchmark is not at those specified values at other times or at maturity. You must carefully read the applicable Supplement to determine the circumstances under which your Indexed Interest Amount will be limited, or will be zero. Your Return May Be Less Than the Return You Could Earn on Alternative Investments or on a Direct Investment in the Investment Benchmark or Any of Its Components Your return on the MLCDs, if any, may be lower than the return you could receive on a conventional certificate of deposit or debt instrument of comparable maturity and on other alternative investments available. Your return, if any, may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money. In part, this is because you have lost the use of the Deposit Amount for the term of the MLCDs. Further, your return on the MLCDs, if any, may not reflect the return you would realize if you actually owned the Investment Benchmark or any of its components. For example, the payment on the maturity date of an MLCD does not include any dividends paid on any securities included in an Investment Benchmark that is a securities index or any dividends paid on an ETF that is an Investment Benchmark. Further, the Indexed Interest Amount may be calculated based upon observing the value of the Investment Benchmark over the term of the MLCDs, at one point in time or at intervals prior to maturity, may be based on participating in the performance of the Investment Benchmark at a rate that is less than 1.00, or may be otherwise capped. If the Investment Benchmark includes any non-u.s. indices or securities, your return on the MLCDs will not be adjusted to reflect the returns that you would have received had you made a direct investment in such Investment Benchmark or its components, and its value increased or decreased due to changes in the applicable currency exchange rates. The Price at Which You May Sell the MLCDs Prior to Maturity May Be Substantially Less Than Your Deposit Amount In connection with any proposed secondary market sale or early redemption (if applicable) of your MLCDs, the price at which you may sell your MLCDs or the Early Redemption Amount (if applicable), respectively, will likely differ from the amount that you would receive at maturity. A variety of factors will influence the sale price or the Early Redemption Amount (if applicable). A change in one factor could offset the effect of a change in one of the other factors, such that there may be no determinable net effect on the sale price or the Early Redemption Amount (if applicable). An adverse movement in one or more of the factors could result in the sale price or the Early Redemption Amount (if applicable) being substantially less than your original Deposit Amount. For example, the effect from an increase in the value of the Investment Benchmark may be offset by an increase in interest rates on the sale price or the Early Redemption Amount (if applicable). Additionally, an Early Redemption Penalty may factor into the Early Redemption Amount (if applicable). Investment Benchmark. Changes in the value of the Investment Benchmark from its initial value on the issue date are anticipated to have a substantial impact on the price at which you may sell your MLCDs prior to maturity and the Early Redemption Amount (if applicable). Even if the value of the Investment Benchmark has increased from its initial value, upon any proposed secondary market sale or early redemption, you may still receive substantially less than the amount that would be payable at maturity based upon that same value due to the expectation that the value of the Investment Benchmark will continue to fluctuate until the maturity date. Volatility of the Investment Benchmark. Volatility is the term used to describe the size and frequency of fluctuations in the value of the Investment Benchmark. If the volatility of the Investment Benchmark increases or decreases, the price at which you may sell your MLCDs prior to maturity and the Early Redemption Amount (if applicable) may be adversely affected. Interest Rates. Changes in interest rates will affect the price at which you may sell your MLCDs prior to maturity and the Early Redemption Amount (if applicable). Generally, if interest rates increase, the sale price and the Early Redemption Amount (if applicable) may decrease, and if interest rates decrease, the sale price for your MLCDs prior to maturity and the Early Redemption Amount (if applicable) may increase. Interest rates may also directly or indirectly impact the value of the Investment Benchmark, which would affect the sale price and the Early Redemption Amount (if applicable). MUFG Union Bank, N.A. Market Linked Certificates of Deposit Disclosure Statement 4