Obligation Bank of America 3.875% ( US06051GFS30 ) en USD

Bank of America

99.7722 % ▲

Etats-unis

US06051GFS30 ( en USD )

3.875% par an ( paiement semestriel )

31/07/2025

Prospectus brochure de l'obligation Bank of America US06051GFS30 en USD 3.875%, échéance 31/07/2025

1 000 USD

3 500 000 000 USD

06051GFS3

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

01/08/2025 ( Dans 105 jours )

Bank of America est une société financière américaine offrant une large gamme de services bancaires, de gestion de patrimoine et d'investissement aux particuliers et aux entreprises, à travers un vaste réseau d'agences et de canaux numériques.

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06051GFS30, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2025

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06051GFS30, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06051GFS30, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d47905d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202354

Pricing Supplement No. 24
(To Prospectus dated May 1, 2015 and
Prospectus Supplement dated May 4, 2015)
July 27, 2015

$2,500,000,000

Medium-Term Notes, Series L

3.875% Senior Notes, due August 2025

This pricing supplement describes a series of our senior notes that will be issued under our Medium-Term Note Program, Series L. The notes
mature on August 1, 2025. We will pay interest on the notes for each semi-annual interest period at a rate of 3.875% per annum.

The notes are unsecured and rank equally with all of our other unsecured and senior indebtedness outstanding from time to time. We do not intend
to list the notes on any securities exchange.

Investing in the notes involves risks. For an explanation of some of these risks, see "Risk Factors" beginning on page S-5 of the attached
prospectus supplement, and "Risk Factors" beginning on page 9 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
these 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 Note
Total

Public Offering Price

99.819%
$2,495,475,000
Selling Agents' Commission

0.450%
$
11,250,000

Proceeds (before expenses)

99.369%
$2,484,225,000

We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on or about July 30, 2015.

Sole Book-Runner

BofA Merrill Lynch

ANZ Securities

BNY Mellon Capital Markets, LLC

Capital One Securities
COMMERZBANK

Danske Markets Inc.

J.P. Morgan
Lloyds Securities

MUFG

nabSecurities, LLC
Nykredit Markets

Rabo Securities

RBS
SMBC Nikko

Huntington Investment Company

UniCredit Capital Markets
CastleOak Securities, L.P.

Loop Capital Markets

Mischler Financial Group, Inc.

The Williams Capital Group, L.P.

Table of Contents
SPECIFIC TERMS OF THE NOTES

The following description of the specific terms of the notes supplements, and should be read together with, the description of our Medium-
Term Notes, Series L included in the attached prospectus supplement dated May 4, 2015, and the general description of our debt securities included
in "Description of Debt Securities" in the attached prospectus dated May 1, 2015. 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
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424B5
prospectus supplement or in the attached prospectus.

· Title of the Series:
3.875% Senior Notes, due August 2025
· Aggregate Principal Amount Initially
$2,500,000,000
Being Issued:

· Issue Date:
July 30, 2015
· CUSIP No.:
06051GFS3
· ISIN:
US06051GFS30
· Maturity Date:
August 1, 2025
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Senior
· Day Count Fraction:
30/360
· Interest Rate:
3.875%
· Interest Periods:
Semi-annual. The initial Interest Period will be the period from, and
including, the Issue Date to, but excluding, February 1, 2016. The
subsequent Interest Periods will be the periods from, and including,
the applicable Interest Payment Date to, but excluding, the next
Interest Payment Date or the Maturity Date, as applicable.
· Interest Payment Dates:
February 1 and August 1 of each year, commencing February 1, 2016,
subject to the following unadjusted business day convention.
· Record Dates for Interest Payments:
For book-entry only notes, one business day prior to the applicable
Interest Payment Date. If the notes are not held in book-entry only
form, the record dates will be the fifteenth day of the calendar month
immediately preceding 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-3
· Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the notes initially being issued without
notice to the holders of existing notes by selling additional notes
having the same terms, provided that such additional notes shall be
fungible for U.S. federal income tax purposes. However, any new
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
U.S. Federal Income Tax Considerations

For a brief description of the tax effects of an investment in the notes, see "U.S. Federal Income Tax Considerations" and "U.S. Federal
Income Tax Considerations--Taxation of Debt Securities" beginning on page 99 and page 100, respectively, of the attached prospectus.

Supplemental Information Concerning the Plan of Distribution and Conflicts of Interest

On July 27, 2015, we entered into an agreement with the selling agents identified below for the purchase and sale of the 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 notes shown
opposite its name in the table below at the public offering price set forth above.

Principal Amount
Selling Agent
of Notes

Merrill Lynch, Pierce, Fenner & Smith
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Incorporated

$2,100,000,000
ANZ Securities, Inc.

$
25,000,000
BNY Mellon Capital Markets, LLC

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

$
25,000,000
Commerz Markets LLC

$
25,000,000
Danske Markets Inc.

$
25,000,000
J.P. Morgan Securities LLC

$
25,000,000
Lloyds Securities Inc.

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

$
25,000,000
nabSecurities, LLC

$
25,000,000
Nykredit Bank A/S

$
25,000,000
Rabo Securities USA, Inc.

$
25,000,000
RBS Securities Inc.

$
25,000,000
SMBC Nikko Securities America, Inc.

$
25,000,000
The Huntington Investment Company

$
25,000,000
UniCredit Capital Markets LLC

$
25,000,000
CastleOak Securities, L.P.

$
6,250,000
Loop Capital Markets LLC

$
6,250,000
Mischler Financial Group, Inc.

$
6,250,000
The Williams Capital Group, L.P.

$
6,250,000

Total

$2,500,000,000

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

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

We estimate that the total offering expenses for the 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.

PS-3
Table of Contents
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
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 notes offered hereby. Any such short positions could adversely affect future trading prices of the 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.

Trustee Conflict of Interest

BNY Mellon Capital Markets, LLC, an affiliate of the trustee, is a selling agent for this offering. Therefore, if a default occurs with respect to
the notes, the trustee may have a conflicting interest for purposes of the Trust Indenture Act of 1939. In that event, except in very limited
circumstances, the trustee would be required to resign as trustee under the Senior Indenture under which the notes are being issued and we would
be required to appoint a successor trustee. The trustee will remain the trustee under the Senior Indenture until a successor is appointed. During the
period of time until a successor is appointed, the trustee will have both (a) duties to noteholders under the Senior Indenture and (b) a conflicting
interest under the Senior Indenture for purposes of the Trust Indenture Act of 1939.
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Validity of the Notes

In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation ("BAC"), when the notes offered hereby have been
completed and executed by BAC, and authenticated by the trustee, and the notes have been delivered against payment therefor as contemplated in
this pricing supplement and the attached prospectus, prospectus supplement and prospectus addendum, all in accordance with the provisions of the
indenture governing the notes, such notes will be legal, valid and binding obligations of BAC, subject to the effect of applicable bankruptcy,
insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar
laws affecting creditors' rights generally, and to general principles of equity. This opinion is given as of the date hereof and is limited to 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 indenture governing the notes, the validity, binding nature and enforceability of the indenture
governing the notes 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 copies
thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated
February 27, 2015, which has been filed as an exhibit to BAC's Registration Statement relating to the notes filed with the Securities and Exchange
Commission on February 27, 2015.

PS-4
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,

funds rate
commodities, interest rates, stock or commodity indices, exchange

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.

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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

Prospectus Supplement to Prospectus dated May 1, 2015
May 4, 2015
Table of Contents
TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Description of Purchase Contracts

47
About this Prospectus Supplement

S-3
General

47
Risk Factors

S-5
Purchase Contract Property

47
Description of the Notes

S-7
Information in Supplement

48
General

S-7
Prepaid Purchase Contracts; Applicability of Indenture

49
Types of Notes

S-8
Non-Prepaid Purchase Contracts; No Trust Indenture Act
Payment of Principal, Interest, and Other Amounts Due

S-10
Protection

49
Ranking

S-13
Pledge by Holders to Secure Performance

50
Redemption

S-13
Settlement of Purchase Contracts That Are Part of Units

50
Repayment

S-14
Failure of Holder to Perform Obligations

50
Reopenings

S-14
Description of Units

51
Extendible/Renewable Notes

S-14
General

51
Other Provisions

S-14
Unit Agreements: Prepaid, Non-Prepaid, and Other

51
Repurchase

S-14
Modification

52
Form, Exchange, Registration, and Transfer of Notes

S-14
Enforceability of Rights of Unitholders; No Trust Indenture Act
U.S. Federal Income Tax Considerations

S-15
Protection

52
Supplemental Plan of Distribution (Conflicts of Interest)

S-15
Description of Preferred Stock

53
Selling Restrictions

S-18
General

53
Legal Matters

S-27
Dividends

54

Page
Voting

54
Prospectus

Liquidation Preference

54
About this Prospectus

3
Preemptive Rights

55
Prospectus Summary

4
Existing Preferred Stock

55
Risk Factors

9
Additional Classes or Series of Stock

85
Currency Risks

9
Description of Depositary Shares

85
Reform of LIBOR and EURIBOR and Proposed Regulation of
General

85
These and Other "Benchmarks"

11
Terms of the Depositary Shares

85
Risks Related to our Common Stock and Preferred Stock

13
Withdrawal of Preferred Stock

86
Other Risks

14
Dividends and Other Distributions

86
Bank of America Corporation

16
Redemption of Depositary Shares

86
Use of Proceeds

16
Voting the Deposited Preferred Stock

87
Description of Debt Securities

17
Amendment and Termination of the Deposit Agreement

87
General

17
Charges of Depository

87
The Indentures

17
Miscellaneous

88
Form and Denomination of Debt Securities

18
Resignation and Removal of Depository

88
Different Series of Debt Securities

19
Description of Common Stock

88
Fixed-Rate Notes

20
General

88
Floating-Rate Notes

20
Voting and Other Rights

88
Indexed Notes

28
Dividends

89
Floating-Rate/Fixed-Rate/Indexed Notes

29
Certain Anti-Takeover Matters

89
Original Issue Discount Notes

29
Registration and Settlement

91
Payment of Principal, Interest, and Other Amounts Due

30
Book-Entry Only Issuance

91
No Sinking Fund

33
Certificated Securities

91
Redemption

33
Street Name Owners

92
Repayment

34
Legal Holders

92
Repurchase

34
Special Considerations for Indirect Owners

92
Conversion

34
Depositories for Global Securities

93
Exchange, Registration, and Transfer

35
Special Considerations for Global Securities

97
Subordination

35
Registration, Transfer, and Payment of Certificated Securities

98
Sale or Issuance of Capital Stock of Banks

36
U.S. Federal Income Tax Considerations

99
Limitation on Mergers and Sales of Assets

37
Taxation of Debt Securities

100
Waiver of Covenants

37
Taxation of Common Stock, Preferred Stock, and Depositary Shares
115
Modification of the Indentures

37
Taxation of Warrants

121
Meetings and Action by Securityholders

38
Taxation of Purchase Contracts

121
Events of Default and Rights of Acceleration

38
Taxation of Units

121
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Collection of Indebtedness

38
Reportable Transactions

121
Payment of Additional Amounts

39
Foreign Account Tax Compliance Act

122
Redemption for Tax Reasons

42
EU Directive on the Taxation of Savings Income

123
Defeasance and Covenant Defeasance

43
Plan of Distribution (Conflicts of Interest)

124
Notices

44
Distribution Through Underwriters

124
Concerning the Trustees

44
Distribution Through Dealers

125
Governing Law

44
Distribution Through Agents

125
Description of Warrants

44
Direct Sales

125
General

44
General Information

125
Description of Debt Warrants

44
Market-Making Transactions by Affiliates

126
Description of Universal Warrants

45
Conflicts of Interest

126
Modification

46
ERISA Considerations

128
Enforceability of Rights of Warrantholders; No Trust Indenture Act
Where You Can Find More Information

130
Protection

47
Forward-Looking Statements

131
Legal Matters

132
Experts

132

S-2
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. 333-202354.
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 which has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including the Directive
2010/73/EU, to the extent implemented in the relevant Member State, the "Prospectus Directive") (each, a "Relevant Member State") 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
terms and conditions for each note

S-3
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Table of Contents
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.

S-4
Table of Contents
RISK FACTORS
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 9, 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, 2014, which is incorporated by reference in the accompanying prospectus, as well as those risks and uncertainties discussed in
our subsequent filings that are 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 trading
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 payout formula and volatility of the applicable 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 debt, equity, or other securities linked to the applicable market measures, assets or formula applicable 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

S-5
Table of Contents
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424B5
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 matters, 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. Further, you should assume that there is no statutory, judicial, or administrative authority that addresses directly the
characterization of some types of indexed notes or similar instruments for U.S. federal or other income tax purposes. As a result, the income tax
consequences of an investment in indexed notes are not certain. 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) for the notes.
Our obligations under subordinated notes will be subordinated.
Holders of our 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 accompanying prospectus.
Our subordinated notes are subject to limited rights of acceleration.
Payment of our 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 any 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.
Floating-rate notes bear additional risks.
If your notes bear interest at a floating rate, there will be additional significant risks not associated with a conventional fixed-rate debt
security. These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than
expected. We have no control over a number of matters, 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, your floating-rate
notes. In recent years, interest rates have been volatile, and that volatility may be expected in the future.

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Our hedging activities may affect your return at maturity and the market value of the notes.
At any time, we or our affiliates may engage in hedging activities relating to the notes. This hedging activity, in turn, may increase or
decrease the market value of the notes. In addition, we or our affiliates may acquire a long or short position in the notes from time to time. All or a
portion of these positions may be liquidated at or about the time of maturity of the notes. The aggregate amount and the composition of these
positions are likely to vary over time. We have no reason to believe that any of our hedging activities will have a material effect on the notes, either
directly or indirectly, by impacting the value of the notes. However, we cannot assure you that our activities or affiliates' activities will not affect
these values.
Our hedging and trading activities may create conflicts of interest with you.
From time to time during the term of each series of notes and in connection with the determination of the payments on the notes, we or our
affiliates may enter into additional hedging transactions or adjust or close out existing hedging transactions. We or our affiliates also may enter into
hedging transactions relating to other notes or instruments that we issue, some of which may have returns calculated in a manner related to that of a
particular series of notes. We or our affiliates will price these hedging transactions with the intent to realize a profit, considering the risks inherent
in these hedging activities, whether the value of the notes increases or decreases. However, these hedging activities may result in a profit that is
more or less than initially expected, or could result in a loss.
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We or one or more of our affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, may engage in trading activities that are
not for your account or on your behalf. These trading activities may present a conflict of interest between your interest in the notes and the interests
we and our affiliates may have in our proprietary accounts, in facilitating transactions, including block trades, for our other customers, and in
accounts under our management. These trading activities, if they influence the market measure or other reference asset (if any) for the notes or
secondary trading (if any) in the notes, could be adverse to your interests as a beneficial owner of the notes.
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
In addition to the following summary of the general terms of the notes and the indentures, you should review the actual notes and the specific
provisions of the Senior Indenture and the Subordinated Indenture, as applicable, which are on file with the SEC.

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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 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
manner in which interest payments will be calculated, see "Description of Debt Securities -- Floating-Rate Notes" in the accompanying
prospectus.
Indexed Notes. We may issue notes that provide that the rate of return, including the principal, premium (if any), interest, or other amounts
payable (if any), is determined by reference, either directly or indirectly, to the price or performance of one or more securities, commodities,
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currencies or composite currencies, interest rates, stock or commodity indices, exchange traded funds, currency indices, consumer price indices,
inflation indices or other market measures, or any combination of the above, in each case as specified in the applicable supplement. We refer to
these notes as "indexed notes."

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If you purchase an indexed note, you may receive an amount at maturity that is greater than or less than the face amount of your note,
depending upon the formula used to determine the amount payable and the relative value at maturity of the market measure to which your indexed
note is linked. We expect that the value of the applicable market measure will fluctuate over time.
An indexed note may provide either for cash settlement or for physical settlement by delivery of the relevant asset. An indexed note also may
provide that the form of settlement may be determined at our option or the holder's option. Some indexed notes may be convertible, exercisable, or
exchangeable prior to maturity, at our option or the holder's option, for the relevant asset or the cash value of the relevant asset.
We will specify in the applicable supplement the method for determining the principal, premium (if any), interest, or other amounts payable
(if any) in respect of particular indexed notes, as well as certain historical or other information with respect to the specified index or other market
measure, specific risk factors relating to that particular type of indexed note, and tax considerations associated with an investment in the indexed
notes.
A supplement for any particular indexed notes also will identify the calculation agent that will calculate the amounts payable with respect to
the indexed note. The calculation agent may be one of our affiliates, including Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), Merrill Lynch Commodities, Inc., or Merrill Lynch Capital Services, Inc. We may appoint different calculation agents
from time to time after the original issue date of an indexed note without your consent and without notifying you of the change. Absent manifest
error, all determinations of the calculation agent will be final and binding on you, the selling agents, and us. Upon request of the holder of an
indexed note, and to the extent set forth in the applicable supplement, the calculation agent will provide, if applicable, information relating to the
current principal, premium (if any), rate of interest, interest payable, or other amounts payable (if any) in connection with that indexed note.
For more information about indexed notes, see "Description of Debt Securities -- Indexed Notes" in the accompanying prospectus.
Original Issue Discount Notes. We may issue notes at a price lower than their principal amount or lower than their minimum guaranteed
repayment amount at maturity, which we refer to as "original issue discount notes." Original issue discount notes may be fixed-rate, floating-rate,
or indexed notes and may bear no interest ("zero coupon notes") or may bear interest at a rate that is below market rates at the time of issuance.
For more information on original issue discount notes, see "Description of Debt Securities -- Original Issue Discount Notes" in the accompanying
prospectus.
Specific Terms of the Notes. The applicable supplement(s) for each offering of notes will contain additional terms of the offering and a
specific description of those notes, including:

· the specific designation of the notes;

· the issue price;

· the principal amount;

· the issue date;

· the maturity date, and any terms providing for the extension or postponement of the maturity date;

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· the denominations or minimum denominations, if other than $1,000;

· the currency or currencies, if not U.S. dollars, in which payments will be made on the notes;

· whether the note is a fixed-rate note, a floating-rate note, or an indexed note;
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