Level 3’s complexity of operations or Incentive-based compensation compensation practices are consistent with those arrangements for senior executive officers of a Level 1 or Level 2. Factors considered in and significant risk-takers, including making this determination include the activities, information on percentage of incentivecomplexity of operations, risk profile, and based compensation deferred and form compensation practices of the Level 3, in of award; addition to any other relevant factors. - Any forfeiture and downward adjustment or clawback reviews and decisions for senior executive officers and significant risk-takers; and - Any material changes to incentive-based compensation arrangements and policies. Within 540 days after the date that the institution qualifies as a Level 1. Will continue to be a Level 1 until average total assets drops below $250 billion for four consecutive quarters. - Compliance date The deadline for submitting comments is July 22, 2016. Authors Oliver Ireland (202) 778-1614 oireland@mofo.com Anna Pinedo (212) 468-8179 apinedo@mofo.com Ze’-ev Eiger (212) 468-8222 zeiger@mofo.com Alexandra Perry (212) 336-4261 aperry@mofo.com About Morrison & Foerster We are Morrison & Foerster—a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, Fortune 100, technology and life sciences companies.

We’ve been included on The American Lawyer’s A-List for 12 straight years, and Fortune named us one of the “100 Best Companies to Work For.” Our lawyers are committed to achieving innovative and business-minded results for our clients while preserving the differences that make us stronger. This is MoFo. Visit us at www.mofo.com.

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