Bond Bank of America Corporation 4% ( US06051GFM69 ) in USD

Bank of America Corporation

98.65 % ▲

United States

US06051GFM69 ( in USD )

4% per year ( payment 2 times a year)

22/01/2025

Prospectus brochure of the bond Bank of America Corporation US06051GFM69 en USD 4%, maturity 22/01/2025

1 000 USD

2 500 000 000 USD

06051GFM6

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

22/07/2024 ( In 89 days )

The Bond issued by Bank of America Corporation ( United States ) , in USD, with the ISIN code US06051GFM69, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/01/2025

The Bond issued by Bank of America Corporation ( United States ) , in USD, with the ISIN code US06051GFM69, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Bank of America Corporation ( United States ) , in USD, with the ISIN code US06051GFM69, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d852237d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities to be Registered

Offering Price

Fee(1)
4.000% Subordinated Notes, due January 2025

$2,500,000,000
$290,500
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-180488

Pricing Supplement No. 1411
(To Prospectus dated March 30, 2012 and
Prospectus Supplement dated March 30, 2012)
January 16, 2015

Medium-Term Notes, Series L
$2,500,000,000
4.000% Subordinated Notes, due January 2025
This pricing supplement describes a series of our subordinated notes that will be issued under our Medium-Term Note Program, Series L. We
refer to our 4.000% Subordinated Notes, due January 2025 as the "subordinated notes."
The subordinated notes mature on January 22, 2025. We will pay interest on the subordinated notes for each semi-annual interest period at a rate
equal to 4.000% per annum.
The subordinated notes are unsecured and will be subordinate and junior in right of payment to our senior indebtedness (as defined in the
Subordinated Indenture) to the extent and in the manner provided in the Subordinated Indenture. We may not redeem the subordinated notes prior
to their maturity. We do not intend to list the subordinated notes on any securities exchange.
Investing in the subordinated notes involves risks. For an explanation of some of these risks, see "Risk Factors" on page PS-3 of this
pricing supplement, "Risk Factors" beginning on page S-5 of the attached prospectus supplement and "Risk Factors" beginning on page 8
of the attached prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of
the subordinated notes or passed upon the adequacy or accuracy of this pricing supplement, the attached prospectus supplement, or the attached
prospectus. Any representation to the contrary is a criminal offense.

Per Subordinated Note
Total

Public Offering Price

99.397%
$2,484,925,000
Selling Agents' Commission

0.450%
$
11,250,000

Proceeds (before expenses)

98.947%
$2,473,675,000
We expect to deliver the subordinated notes in book-entry only form through the facilities of The Depository Trust Company on or about January
22, 2015.
Sole Book-Runner
BofA Merrill Lynch

ABN AMRO

ANZ Securities

Banca IMI
BBVA

BMO Capital Markets

Capital One Securities
Comerica Securities

COMMERZBANK

Credit Agricole CIB
Deutsche Bank Securities

ING

Lloyds Securities
MUFG

Mizuho Securities

nabSecurities, LLC
Natixis

RBS

Santander
Scotiabank

Standard Chartered Bank

UniCredit Capital Markets
Loop Capital Markets

Mischler Financial Group, Inc.

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
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Table of Contents
SPECIFIC TERMS OF THE SUBORDINATED NOTES

The following description of the specific terms of the subordinated notes supplements, and should be read together with, the description of
our Medium-Term Notes, Series L included in the attached prospectus supplement dated March 30, 2012, and the general description of our debt
securities included in "Description of Debt Securities" in the attached prospectus dated March 30, 2012. If there is any inconsistency between the
information in this pricing supplement and the attached prospectus supplement or the attached prospectus, you should rely on the information in
this pricing supplement. Capitalized terms used, but not defined, in this pricing supplement have the same meanings as are given to them in the
attached prospectus supplement or in the attached prospectus.

· Title of the Series:
4.000% Subordinated Notes, due January 2025
· Aggregate Principal Amount Initially Being Issued:
$2,500,000,000
· Issue Date:
January 22, 2015
· CUSIP No.:
06051GFM6
· ISIN:
US06051GFM69
· Maturity Date:
January 22, 2025
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Subordinated
· Day Count Fraction:
30/360
· Interest Rate:
4.000% per annum
· Interest Periods:
Semi-annual.
· Interest Payment Dates:
January 22 and July 22 of each year, commencing July 22, 2015,
subject to following business day convention (unadjusted).
· Record Dates for Interest Payments:
For book-entry only subordinated notes, one business day prior to the
applicable Interest Payment Date. If the subordinated notes are not
held in book-entry only form, the record dates will be the first day of
the calendar month in which the applicable Interest Payment Date is
originally scheduled to occur.
· Optional Redemption:
None
· Repayment at Option of Holder:
None
· Listing:
None
· Selling Agents and Conflicts of Interest:
As set forth beginning on page PS-4
· Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the subordinated notes initially being
issued without notice to the holders of existing subordinated notes by
selling additional subordinated notes having the same terms, provided
that such additional notes shall be fungible for U.S. federal income tax
purposes. However, any new subordinated notes of this kind may have
a different offering price and may begin to bear interest on a different
date.

PS-2
Table of Contents
RISK FACTORS

Your investment in the subordinated notes involves significant risks. Your decision to purchase the subordinated notes should be made only
after carefully considering the risks of an investment in the subordinated notes, including those discussed below, in the attached prospectus
supplement beginning on page S-5, and in the attached prospectus beginning on page 8, with your advisors in light of your particular
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circumstances. The subordinated notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the
subordinated notes or financial matters in general. For information regarding risks and uncertainties that may materially affect our business and
results, please refer to the information under the captions "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our annual report on Form 10-K for the year ended December 31, 2013, which is incorporated
by referenced in the attached prospectus.

Our Obligations Under the Subordinated Notes will be Subordinated.

Holders of the subordinated notes should recognize that contractual provisions in the Subordinated Indenture may prohibit us from making
payments on the subordinated notes. The subordinated notes are unsecured and subordinate and junior in right of payment to all of our senior
indebtedness (as defined in the Subordinated Indenture), to the extent and in the manner provided in the Subordinated Indenture. In addition, the
subordinated notes may be fully subordinated to interests held by the U.S. government in the event we enter into a receivership, insolvency,
liquidation or similar proceedings. For additional information regarding the subordination provisions applicable to the subordinated notes, see
"Description of Debt Securities--Subordination" in the attached prospectus.

The Subordinated Notes Are Subject To Limited Rights of Acceleration.

Payment of the subordinated notes may be accelerated only in the event of our voluntary or involuntary bankruptcy under federal bankruptcy
laws (and, in the case of our involuntary bankruptcy, continuing for a period of 60 days). If you purchase the subordinated notes, you will have no
right to accelerate the payment of the subordinated notes if we fail to pay interest on such notes or if we fail in the performance of any of our other
obligations under such notes.

SUBORDINATION AND RANKING

The subordinated notes are unsecured and will be subordinate and junior in right of payment to all of our existing and future "senior
indebtedness" (as defined in the Subordinated Indenture) to the extent and in the manner provided in the Subordinated Indenture, as described in
"Description of Debt Securities--Subordination" in the attached prospectus. The subordinated notes will rank equally in right of payment with all
our other unsecured and subordinated indebtedness, other than unsecured and subordinated indebtedness that by its terms is subordinated to the
subordinated notes. As of September 30, 2014, on a non-consolidated basis we had approximately $154 billion of senior long-term debt and certain
short-term borrowings. "Senior indebtedness" also includes our obligations under letters of credit, guarantees, foreign exchange contracts and
interest rate swap contracts, none of which are included in such amount. In addition, holders of the subordinated notes may be fully subordinated to
interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.

The subordinated notes will not be guaranteed by us or any of our affiliates and will not be subject to any other arrangement that legally or
economically enhances the ranking of the subordinated notes. To the extent then required by applicable laws or regulations, subordinated notes
may not be repaid prior to maturity without the requisite prior approvals, if any, from applicable regulators.

Due to differing subordination provisions in various series of subordinated debt securities issued by us and our predecessors, in the event of a
dissolution, winding up, liquidation, reorganization, insolvency, receivership or other proceeding, holders of the subordinated notes may receive
more or less, ratably, than holders of some other series of our outstanding subordinated debt securities.

PS-3
Table of Contents
For additional information regarding subordination and ranking of the subordinated notes, see "Description of the Notes--Ranking--
Subordinated Notes" in the attached prospectus supplement and "Description of the Debt Securities--Subordination" in the attached prospectus.

USE OF PROCEEDS

The proceeds of the sale of the subordinated notes will be used for general corporate purposes.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

For a brief description of the tax effects of an investment in the subordinated notes, see "U.S. Federal Income Tax Considerations" and "U.S.
Federal Income Tax Considerations--Taxation of Debt Securities" beginning on page 62 and page 63, respectively, of the attached prospectus. The
following paragraph supplements the discussion under "U.S. Federal Income Tax Considerations--Foreign Account Tax Compliance Act"
beginning on page 85 of the attached prospectus.

Withholding and reporting requirements under the Foreign Account Tax Compliance Act generally apply to payments made after June 30,
2014. Holders are urged to consult with their own tax advisors regarding the possible implications of the Foreign Account Tax Compliance Act on
their investment in the subordinated notes.

SUPPLEMENTAL INFORMATION CONCERNING
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THE PLAN OF DISTRIBUTION AND CONFLICTS OF INTEREST

On January 16, 2015 we entered into an agreement with the selling agents identified below for the purchase and sale of the subordinated
notes. We have agreed to sell to each of the selling agents, and each of the selling agents has agreed to purchase from us, the principal amount of
the subordinated notes shown opposite its name in the table below at the applicable public offering price set forth above.

Principal Amount of
Selling Agent
Subordinated Notes

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$ 1,925,000,000
ABN AMRO Securities (USA) LLC

$
25,000,000
ANZ Securities, Inc.

$
25,000,000
Banca IMI S.p.A.

$
25,000,000
BBVA Securities Inc.

$
25,000,000
BMO Capital Markets Corp.

$
25,000,000
Capital One Securities, Inc.

$
25,000,000
Comerica Securities, Inc.

$
25,000,000
Commerz Markets LLC

$
25,000,000
Credit Agricole Securities (USA) Inc.

$
25,000,000
Deutsche Bank Securities Inc.

$
25,000,000
ING Financial Markets LLC

$
25,000,000
Lloyds Securities Inc.

$
25,000,000
Mitsubishi UFJ Securities (USA), Inc.

$
25,000,000
Mizuho Securities USA Inc.

$
25,000,000
nabSecurities, LLC

$
25,000,000
Natixis Securities Americas LLC

$
25,000,000
RBS Securities Inc.

$
25,000,000
Santander Investment Securities Inc.

$
25,000,000
Scotia Capital (USA) Inc.

$
25,000,000
Standard Chartered Bank

$
25,000,000
UniCredit Capital Markets LLC

$
25,000,000
Loop Capital Markets, LLC

$
12,500,000
Mischler Financial Group, Inc.

$
12,500,000
Samuel A. Ramirez & Company, Inc.

$
12,500,000
The Williams Capital Group, L.P.

$
12,500,000

Total

$ 2,500,000,000

PS-4
Table of Contents
The selling agents may sell the subordinated notes to certain dealers at the applicable public offering price, less a concession which will not
exceed 0.250% of the principal amount of the subordinated notes. The selling agents and those dealers may resell the subordinated notes to other
dealers at a reallowance discount which will not exceed 0.200% of the principal amount of the subordinated notes.

After the initial offering of the subordinated notes, the concessions and reallowance discounts for the subordinated notes may change.

We estimate that the total offering expenses for the subordinated notes, excluding the selling agents' commissions, will be approximately
$650,300.

Merrill Lynch, Pierce, Fenner & Smith Incorporated is our wholly-owned subsidiary, and we will receive the net proceeds of the offering.

Some of the selling agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and
commissions for these transactions.

In addition, in the ordinary course of their business activities, the selling agents and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
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own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or
our affiliates. Certain of the selling agents or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us
consistent with their customary risk management policies. Typically, such selling agents and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including
potentially the subordinated notes offered hereby. Any such short positions could adversely affect future trading prices of the subordinated notes
offered hereby. The selling agents and their affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.

Banca IMI S.p.A. is not a U.S. registered broker-dealer, and will not effect any offers or sales of any subordinated notes in the United States
unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
("FINRA").

Standard Chartered Bank will not effect any offers or sales of any subordinated notes in the United States unless it is through one or more
U.S. registered broker-dealers as permitted by the regulations of FINRA.

Additional Selling Restrictions

In addition to the representations, agreements, and restrictions set forth in the attached prospectus supplement under "Supplemental Plan of
Distribution--Selling Restrictions," the following representations, agreements and restrictions will apply to the subordinated notes.

Canada

Each selling agent has represented and agreed that in connection with the distribution of the subordinated notes it will sell the subordinated
note from outside Canada solely to purchasers purchasing as principal that are both "accredited investors" as defined in National Instrument 45-
106 Prospectus and Registration Exemptions and "permitted clients" as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registered Obligations.

Switzerland

The subordinated notes may not be offered, sold or advertised directly or indirectly into or in Switzerland except in a manner which will not
result in a public offering within the meaning of article 652a or 1156 of the Swiss Code of Obligations ("CO"). Neither this pricing supplement and
the attached prospectus supplement and prospectus nor any other offering or marketing materials relating to the subordinated notes have been
prepared with regard to the disclosure standards for prospectuses under

PS-5
Table of Contents
article 652a or 1156 CO, and therefore do not constitute a prospectus within the meaning of article 652a or 1156 CO. Neither this pricing
supplement and the attached prospectus supplement and prospectus nor any other offering or marketing materials relating to the subordinated notes
may be distributed, published or otherwise made available in Switzerland except in a manner which will not constitute a public offering of the
subordinated notes into or in Switzerland.

VALIDITY OF THE NOTES

In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation ("BAC"), when the notes offered by this pricing
supplement and the attached prospectus supplement and prospectus have been completed and executed by BAC, and authenticated by the trustee in
accordance with the provisions of the Subordinated Indenture, and the notes have been delivered against payment therefor as contemplated by this
pricing supplement and the attached prospectus supplement and prospectus, all in accordance with the provisions of the Subordinated Indenture,
such notes will be legal, valid and binding obligations of BAC, subject to applicable bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the
right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) (or any successor statute) and any bank regulatory
powers now or hereafter in effect and to the application of principles of public policy. This opinion is given as of the date hereof and is limited to
the federal laws of the United States, the laws of the State of New York and the Delaware General Corporation Law (including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). In addition, this
opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Subordinated Indenture, the validity,
binding nature and enforceability of the Subordinated Indenture with respect to the trustee, the legal capacity of natural persons, the genuineness of
signatures, the authenticity of all documents submitted to McGuireWoods LLP as originals, the conformity to original documents of all documents
submitted to McGuireWoods LLP as photocopies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in
the letter of McGuireWoods LLP dated March 30, 2012, which has been filed as an exhibit to BAC's Registration Statement relating to the notes
filed with the Securities and Exchange Commission on March 30, 2012.

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PS-6
Table of Contents
Medium-Term Notes, Series L
We may offer from time to time our Bank of America Corporation Medium-Term Notes, Series L. The specific terms of any notes that we offer
will be determined before each sale and will be described in a separate product supplement, index supplement and/or pricing supplement (each, a
"supplement"). Terms may include:

· Priority: senior or subordinated
· Maturity: three months or more

· Interest rate: notes may bear interest at fixed or floating rates, or
· Indexed notes: principal, premium (if any), interest payments, or
may not bear any interest
other amounts payable (if any) linked, either directly or indirectly,

to the price or performance of one or more market measures,
· Base floating rates of interest:
including securities, currencies or composite currencies,

commodities, interest rates, stock or commodity indices, exchange

federal funds rate
traded funds, currency indices, consumer price indices, inflation

LIBOR
indices, or any combination of the above

EURIBOR
· Payments: U.S. dollars or any other currency that we specify in the

prime rate
applicable supplement

treasury rate

any other rate we specify

We may sell notes to the selling agents as principal for resale at varying or fixed offering prices or through the selling agents as agents using their
best efforts on our behalf. We also may sell the notes directly to investors.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of any notes. In addition, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, or any of our other affiliates, may use this prospectus supplement and the accompanying prospectus in a market-
making transaction in any notes after their initial sale. Unless we or one of our selling agents informs you otherwise in the confirmation of sale,
this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
Unless otherwise specified in the applicable supplement, we do not intend to list the notes on any securities exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5.

Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America,
N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment
risks.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of
these notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

BofA Merrill Lynch

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Prospectus Supplement to Prospectus dated March 30, 2012
March 30, 2012
Table of Contents
TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Description of Purchase Contracts

40
About this Prospectus Supplement

S-3
General

40
Risk Factors

S-5
Purchase Contract Property

40
Description of the Notes

S-6
Information in Supplement

41
General

S-6
Prepaid Purchase Contracts; Applicability of Indenture

42
Types of Notes

S-7
Non-Prepaid Purchase Contracts; No Trust Indenture Act
Payment of Principal, Interest, and Other Amounts Due

S-9
Protection

42
Ranking

S-12
Pledge by Holders to Secure Performance

43
Redemption

S-12
Settlement of Purchase Contracts That Are Part of Units

43
Repayment

S-12
Failure of Holder to Perform Obligations

43
Reopenings

S-13
Unsecured Obligations

43
Extendible/Renewable Notes

S-13
Description of Units

44
Other Provisions

S-13
General

44
Repurchase

S-13
Unit Agreements: Prepaid, Non-Prepaid, and Other

45
Form, Exchange, Registration, and Transfer of Notes

S-13
Modification

45
U.S. Federal Income Tax Considerations

S-14
Enforceability of Rights of Unitholders; No Trust Indenture Act
Supplemental Plan of Distribution (Conflicts of Interest)

S-14
Protection

45
Selling Restrictions

S-16
Unsecured Obligations

46
Legal Matters

S-24
Description of Preferred Stock

46

Page
General

46
About this Prospectus

3
The Preferred Stock

48
Prospectus Summary

4
Description of Depositary Shares

49
Risk Factors

8
General

49
Currency Risks

8
Terms of the Depositary Shares

50
Other Risks

10
Withdrawal of Preferred Stock

50
Bank of America Corporation

11
Dividends and Other Distributions

50
Use of Proceeds

11
Redemption of Depositary Shares

51
Description of Debt Securities

12
Voting the Deposited Preferred Stock

51
General

12
Amendment and Termination of the Deposit Agreement

51
The Indentures

12
Charges of Depository

52
Form and Denomination of Debt Securities

13
Miscellaneous

52
Different Series of Debt Securities

14
Resignation and Removal of Depository

52
Fixed-Rate Notes

15
Description of Common Stock

52
Floating-Rate Notes

15
General

52
Indexed Notes

23
Voting and Other Rights

53
Floating-Rate/Fixed-Rate/Indexed Notes

24
Dividends

53
Original Issue Discount Notes

24
Registration and Settlement

54
Payment of Principal, Interest, and Other Amounts Due

24
Book-Entry Only Issuance

54
No Sinking Fund

27
Certificates in Registered Form

54
Redemption

27
Street Name Owners

55
Repayment

27
Legal Holders

55
Repurchase

27
Special Considerations for Indirect Owners

55
Conversion

28
Depositories for Global Securities

56
Exchange, Registration, and Transfer

28
Special Considerations for Global Securities

60
Subordination

28
Registration, Transfer, and Payment of Certificated Securities

61
Sale or Issuance of Capital Stock of Banks

29
U.S. Federal Income Tax Considerations

62
Limitation on Mergers and Sales of Assets

30
Taxation of Debt Securities

63
Waiver of Covenants

30
Taxation of Common Stock, Preferred Stock, and Depositary
Modification of the Indentures

30
Shares

78
Meetings and Action by Securityholders

31
Taxation of Warrants

84
Events of Default and Rights of Acceleration

31
Taxation of Purchase Contracts

84
Collection of Indebtedness

31
Taxation of Units

84
Payment of Additional Amounts

32
Reportable Transactions

84
Redemption for Tax Reasons

35
Foreign Account Tax Compliance Act

85
Defeasance and Covenant Defeasance

35
EU Directive on the Taxation of Savings Income

86
Notices

36
Plan of Distribution (Conflicts of Interest)

87
Concerning the Trustees

37
Distribution Through Underwriters

87
Governing Law

37
Distribution Through Dealers

88
Description of Warrants

37
Distribution Through Agents

88
General

37
Direct Sales

88
Description of Debt Warrants

37
General Information

88
Description of Universal Warrants

38
Market-Making Transactions by Affiliates

89
Modification

39
Conflicts of Interest

89
Enforceability of Rights of Warrantholders; No Trust Indenture Act
ERISA Considerations

91
Protection

39
Where You Can Find More Information

93
Unsecured Obligations

40
Forward-Looking Statements

94
Legal Matters

94
Experts

95

S-2
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We have registered the notes on a registration statement on Form S-3 with the Securities and Exchange Commission under Registration
No. 333-180488.
From time to time, we intend to use this prospectus supplement, the accompanying prospectus, and a related product supplement, index
supplement and/or pricing supplement to offer the notes. We may refer to any pricing supplement as a "term sheet." You should read each of these
documents before investing in the notes.
This prospectus supplement describes additional terms of the notes and supplements the description of our debt securities contained in the
accompanying prospectus. If the information in this prospectus supplement is inconsistent with the prospectus, this prospectus supplement will
supersede the information in the prospectus.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy the notes
in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus
and the offering of the notes in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the accompanying
prospectus, you should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus
supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the distribution of this
prospectus supplement and the accompanying prospectus and the offering of the notes outside of the United States. See "Supplemental Plan of
Distribution (Conflicts of Interest)."
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of
the European Economic Area (each, a "Relevant Member State") which has implemented the Prospectus Directive (2003/71/EC) (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State, the "Prospectus Directive") will be
made under an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of any notes which
are contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises
for us or any of the selling agents to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor the selling agents have authorized, and neither we nor
they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or any selling agent to publish or supplement
a prospectus for the purposes of the Prospectus Directive in relation to such offer. Neither this prospectus supplement nor the accompanying
prospectus constitutes an approved prospectus for the purposes of the Prospective Directive.
For each offering of notes, we will issue a product supplement, index supplement, and/or a pricing supplement which will contain additional
terms of the offering and a specific description of the notes being offered. A supplement also may add, update, or change information in this
prospectus supplement or the accompanying prospectus, including provisions describing the calculation of the amounts due under the notes and the
method of making payments under the terms of a note. We will state in the applicable supplement the interest rate or interest rate basis or formula,
issue price, any relevant market measures, the maturity date, interest payment dates, redemption, or repayment provisions, if any, and other relevant
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each note at the time of issuance. A supplement also may include a discussion of any risk factors or other special additional considerations that
apply to a particular type of note. Each applicable supplement can be quite detailed and always should be read carefully.
Any term that is used, but not defined, in this prospectus supplement has the meaning set forth in the accompanying prospectus.

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RISK FACTORS
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Your investment in the notes involves significant risks. Your decision to purchase the notes should be made only after carefully considering
the risks of an investment in the notes, including those discussed below, in the accompanying prospectus beginning on page 8, and in the relevant
supplement(s) for the specific notes, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for
you if you are not knowledgeable about significant elements of the notes or financial matters in general. For information regarding risks and
uncertainties that may materially affect our business and results, please refer to the information under the captions "Item 1A. Risk Factors" and
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the year
ended December 31, 2011, which is incorporated by reference in the accompanying prospectus. You should also review the risk factors that will be
set forth in other documents that we will file after the date of this prospectus supplement.
The market value of the notes may be less than the principal amount of the notes.
The market for, and market value of, the notes may be affected by a number of factors. These factors include:

· the method of calculating the principal, premium, if any, interest or other amounts payable, if any, on the notes;

· the time remaining to maturity of the notes;

· the aggregate amount outstanding of the relevant notes;

· any redemption or repayment features of the notes;

· the level, direction, and volatility of market interest rates generally;

· general economic conditions of the capital markets in the United States;

· geopolitical conditions and other financial, political, regulatory, and judicial events that affect the stock markets generally; and

· any market-making activities with respect to the notes.
Often, the only way to liquidate your investment in the notes prior to maturity will be to sell the notes. At that time, there may be a very
illiquid market for the notes or no market at all. For indexed notes that have specific investment objectives or strategies, the applicable market may
be more limited, and the price may be more volatile, than for other notes. The market value of indexed notes may be adversely affected by the
complexity of the formula and volatility of the applicable reference market measure, including any dividend rates or yields of other securities or
financial instruments that relate to the indexed notes. Moreover, the market value of indexed notes could be adversely affected by changes in the
amount of outstanding equity or other securities linked to those notes.
Holders of indexed notes are subject to important risks that are not associated with more conventional debt securities.
If you invest in indexed notes, you will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt
securities. These risks include the possibility that the

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applicable market measures may be subject to fluctuations, and the possibility that you will receive a lower, or no, amount of principal, premium,
or interest, and at different times than expected. In recent years, many securities, currencies, commodities, interest rates, indices, and other market
measures have experienced volatility, and this volatility may be expected in the future. However, past experience is not necessarily indicative of
what may occur in the future. We have no control over a number of factors, including economic, financial, and political events, that are important
in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on,
the indexed notes. In considering whether to purchase indexed notes, you should be aware that the calculation of amounts payable on indexed
notes may involve reference to a market measure determined by one of our affiliates or prices or values that are published solely by third parties or
entities which are not regulated by the laws of the United States. Additional risks that you should consider in connection with an investment in
indexed notes are set forth in the applicable supplement(s).
Our employees who purchase the notes must comply with policies that limit their ability to trade the notes, and that may affect the value
of their notes.
If you are our employee or an employee of one of our affiliates, including one of the selling agents, you may acquire notes for investment
purposes only, and you must comply with all of our internal policies and procedures. Because these policies and procedures limit the dates and
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times that you may effect a transaction in the notes, you may not be able to purchase any of the notes from us, and your ability to trade or sell any
of the notes in any secondary market may be limited.
Usury laws may limit the amount of interest that can be charged and paid on the notes.
New York law will govern the notes offered by this prospectus supplement. New York usury laws limit the amount of interest that can be
charged and paid on loans, including the notes. Under current New York law, the maximum permissible rate of interest is 25% per year on a simple
interest basis. This limit may not apply to notes in which $2,500,000 or more has been invested. While we believe that a U.S. federal or state court
sitting outside New York may give effect to New York law, many other states also have laws that regulate the amount of interest that may be
charged to and paid by a borrower. We do not intend to claim the benefits of any laws concerning usurious rates of interest.
DESCRIPTION OF THE NOTES
This section describes the general terms and conditions of the notes, which may be senior or subordinated medium-term notes. This section
supplements, and should be read together with, the general description of our debt securities included in "Description of Debt Securities" in the
accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement.
We will describe the particular terms of the notes we sell in a separate supplement. The terms and conditions stated in this section will apply
to each note unless the note or the applicable supplement indicates otherwise.
General
The following summary of the terms of the notes and the indentures is not complete and is qualified in its entirety by reference to the actual
notes and the specific provisions of the Senior Indenture and the Subordinated Indenture, as applicable.

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We will issue the notes as part of a series of debt securities under the Senior Indenture or the Subordinated Indenture, as applicable, which are
exhibits to our registration statement and are contracts between us and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
In this prospectus supplement, we refer to The Bank of New York Mellon Trust Company, N.A., as the "trustee," and we refer to the Senior
Indenture and the Subordinated Indenture individually as the "Indenture" and together as the "Indentures."
The Indentures are subject to, and governed by, the Trust Indenture Act of 1939. We, the selling agents, and the depository, in the ordinary
course of our respective businesses, have conducted and may conduct business with the trustee or its affiliates. See "Description of Debt
Securities -- The Indentures" in the accompanying prospectus for more information about the Indentures and the functions of the trustee.
The notes are our direct unsecured obligations and are not obligations of our subsidiaries. The notes are being offered on a continuous basis.
There is no limit under our registration statement on the total initial public offering price or aggregate principal amount of the Senior and
Subordinated Medium-Term Notes, Series L, that may be offered using this prospectus supplement. We may issue other debt securities under the
Indentures from time to time in one or more series up to the aggregate principal amount of the then-existing grant of authority by our board of
directors.
Unless otherwise provided in the applicable supplement, the minimum denomination of the notes will be $1,000 and any larger amount that is
a whole multiple of $1,000 (or the equivalent in other currencies). We may also issue the notes in units of $10.
Types of Notes
Fixed-Rate Notes. We may issue notes that bear interest at a fixed rate described in the applicable pricing supplement, which we refer to as
"fixed-rate notes." We also may issue fixed-rate notes that combine principal and interest payments in installment payments over the life of the
note, which we refer to as "amortizing notes." For more information on fixed-rate notes and amortizing notes, see "Description of Debt
Securities -- Fixed-Rate Notes" in the accompanying prospectus.
Floating-Rate Notes. We may issue notes that bear interest at a floating rate of interest determined by reference to one or more base
interest rates, or by reference to one or more interest rate formulae, described in the applicable supplement, which we refer to as "floating-rate
notes." In some cases, the interest rate of a floating-rate note also may be adjusted by adding or subtracting a spread or by multiplying the interest
rate by a spread multiplier. A floating-rate note also may be subject to a maximum interest rate limit, or ceiling, and/or a minimum interest rate
limit, or floor, on the interest that may accrue during any interest period. For more information on floating-rate notes, including a description of the
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Document Outline

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