Obligation Bank of America 4.1% ( US06053FAA75 ) en USD

Bank of America

100 % ▲

Etats-unis

US06053FAA75 ( en USD )

4.1% par an ( paiement semestriel )

23/07/2023 - Obligation échue

Prospectus brochure de l'obligation Bank of America US06053FAA75 en USD 4.1%, échue

2 000 USD

2 000 000 000 USD

06053FAA7

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 US06053FAA75, paye un coupon de 4.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/07/2023

L'Obligation émise par Bank of America ( Etats-unis ) , en USD, avec le code ISIN US06053FAA75, a été notée A2 ( 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 US06053FAA75, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

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

Aggregate Offering Price

Fee(1)
4.100% Senior Notes, due July 2023

$2,000,000,000

$272,800
(1)Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-180488

Pricing Supplement No. 1174
(To Prospectus dated March 30, 2012 and Prospectus Supplement dated March
30, 2012)
July 18, 2013

Medium-Term Notes, Series L
$2,000,000,000
4.100% Senior Notes, due July 2023
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 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.
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.
· Title of the Series:
4.100% Senior Notes, due July 2023
· Aggregate Principal Amount Initially Being
$2,000,000,000
Issued:

· Issue Date:
July 23, 2013
· CUSIP No.:
06053FAA7
· ISIN:
US06053FAA75
· Maturity Date for Principal:
July 24, 2023
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Senior
· Day Count Fraction:
30/360
· Interest Rate:
4.100%
· Interest Periods:
Semi-annual. The initial interest period will be the period from, and including,
the Issue Date to, but excluding, January 24, 2014, the initial Interest Payment
Date. 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:
January 24 and July 24 of each year, commencing January 24, 2014, subject to
the following business day convention (unadjusted).
· 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 first day of the calendar month in which the applicable Interest
Payment Date is 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-2
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 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 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

99.919%
$1,998,380,000
Selling Agents' Commission

0.450%
$
9,000,000

Proceeds (before expenses)

99.469%
$1,989,380,000
Sole Book-Runner
BofA Merrill Lynch

Barclays

BMO Capital Markets

Capital One Securities
Deutsche Bank Securities

Fifth Third Securities, Inc.

Lloyds Securities
nabSecurities, LLC
RBS
Santander

Scotiabank
SMBC Nikko

Standard Chartered Bank

Swedbank
Lebenthal & Co., LLC
Loop Capital Markets
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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 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 will generally apply to payments made after June 30, 2014. However,
this withholding tax will not be imposed on payments pursuant to obligations outstanding on July 1, 2014. Holders are urged to consult with their own tax advisors
regarding the possible implications of this recently enacted legislation on their investment in the notes.

Use of Proceeds

The proceeds of the sale of the notes will be used for general corporate purposes, including the tender offer for certain series of outstanding senior notes.

Supplemental Information Concerning the Plan of Distribution and Conflicts of Interest

On July 18, 2013, 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
applicable public offering price set forth above.

Principal Amount
Selling Agent
of Notes

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$1,720,000,000
Barclays Capital Inc.

$
20,000,000
BMO Capital Markets Corp.

$
20,000,000
Capital One Securities, Inc.

$
20,000,000
Deutsche Bank Securities Inc.

$
20,000,000
Fifth Third Securities, Inc.

$
20,000,000
Lloyds Securities Inc.

$
20,000,000
nabSecurities, LLC

$
20,000,000
RBS Securities Inc.

$
20,000,000
Santander Investment Securities Inc.

$
20,000,000
Scotia Capital (USA) Inc.

$
20,000,000
SMBC Nikko Securities America, Inc.

$
20,000,000
Standard Chartered Bank

$
20,000,000
Swedbank AB (publ)

$
20,000,000
Lebenthal & Co., LLC

$
10,000,000
Loop Capital Markets, LLC

$
10,000,000

Total

$2,000,000,000

The selling agents may sell the notes to certain dealers at the applicable public offering price, less a concession which will not exceed 0.300% of the principal
amount of the notes. The selling agents and those dealers may resell the notes to other dealers at a reallowance discount which will not exceed 0.250% 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 $577,600.

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

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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 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.

Standard Chartered Bank and Swedbank AB (publ) will not effect any offers or sales of any 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.

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 notes.

Canada

Each selling agent has represented and agreed that in connection with the distribution of the notes it will sell the notes 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 Registrant Obligations.

Israel

This pricing supplement and the attached prospectus supplement and prospectus is intended solely for investors listed in the First Supplement of the Israeli
Securities Law of 1968, as amended. A prospectus has not been prepared or filed, and will not be prepared or filed, in Israel relating to the notes offered hereunder.
The notes cannot be resold in Israel other than to investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended. Subject to any applicable
law, the notes offered hereunder may not be offered or sold to more than thirty-five offerees, in the aggregate, who are resident in the State of Israel, and are not listed in
the First Supplement of the Israeli Securities Law of 1968. No action will be taken in Israel that would permit an offering of the notes or the distribution of any offering
document or any other material to the public in Israel. In particular, no offering document or other material has been reviewed or approved by the Israel Securities
Authority. Any material provided to an offeree in Israel may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to
whom copies have been provided directly by us or the selling agents.

Singapore

This pricing supplement and the attached prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this pricing supplement

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and the attached prospectus supplement and prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of notes may not be circulated or distributed, nor may notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore
(the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section
275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire

share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is

an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:

(1)
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section

275(1A) or Section 276(4)(i)(B) of the SFA;

(2)
where no consideration is or will be given for the transfer;

(3)
where the transfer is by operation of law;

(4)
as specified in Section 276(7) of the SFA; or

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

South Korea

The notes have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations
thereunder (the "FSCMA") and the notes have been and will be offered in Korea as a private placement under the FSCMA. None of the notes may be offered, sold and
delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to
the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder
(the "FETL"). For a period of one year from the issue date of the notes, any acquirer of the notes who was solicited to buy the notes in Korea is prohibited from
transferring any of the notes to another person in any way other than as a whole to one transferee. Furthermore, the purchaser of the notes shall comply with all
applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the notes.

Each selling agent has represented and agreed that it has not offered, sold or delivered the notes directly or indirectly, or offered or sold the notes to any person
for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea and will not offer, sell or deliver the notes directly or indirectly, or offer or sale the
notes to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the FSCMA, the FETL and other relevant laws and regulations of Korea.

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Switzerland

If the notes are offered or distributed into, in or from Switzerland, (a) each selling agent has represented and agreed that it will not, directly or indirectly, (i)
publicly offer, sell, or advertise the notes in or from Switzerland, as such term is defined or interpreted under the Swiss Code of Obligations ("CO"), or (ii) if an to the
extent that the notes qualify as structured products within the meaning or the Swiss Federal Act on Collective Investment Schemes ("CISA"), distribute the notes to
non-qualified investors (as such term is defined in the CISA) into, in or from Switzerland, unless the notes are offered and distributed into, in or from Switzerland in
compliance with the CISA, its implementing ordinance and all other applicable laws and regulations in Switzerland, or (iii) distribute or otherwise make available this
pricing supplement and the attached prospectus supplement and prospectus or any other document related to the notes in Switzerland in a way that would constitute a
public offering of the notes or a distribution of the notes to non-qualified investors within the meaning of the CISA, as the case may be, and (b) each selling agent has
acknowledged and agreed that neither this pricing supplement and the attached prospectus supplement and prospectus nor any other document related to the notes
constitutes a prospectus in the sense of Article 652a or 1156 CO, or a simplified prospectus in the sense of Article 5 of the CISA.

United Arab Emirates

This pricing supplement and the attached prospectus supplement and prospectus have not been approved or licensed by the Central Bank of the United Arab
Emirates (the "UAE"), Securities and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE. The offer of the notes does not
constitute a public offer of securities in the UAE in accordance with relevant laws of the UAE, in particular, the Commercial Companies Law, Federal law No. 8 of
1984 (as amended). The notes may not be offered to the public in the UAE.

The notes may only be offered and issued to a limited number of investors in the UAE who qualify as sophisticated investors under the relevant laws and
regulations of the UAE. We represent and warrant that the notes will not be offered, sold, transferred or delivered to the public in the UAE.

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 Senior
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 Senior 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 Senior Indenture, the validity, binding nature and enforceability of the Senior 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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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 may not bear
· Indexed notes: principal, premium (if any), interest payments, or other
any interest
amounts payable (if any) linked, either directly or indirectly, to the price or

performance of one or more market measures, including securities, currencies
· Base floating rates of interest:
or composite currencies, commodities, interest rates, stock or commodity

¡ federal funds rate
indices, exchange traded funds, currency indices, consumer price indices,

¡ LIBOR
inflation indices, or any combination of the above

¡ EURIBOR

· Payments: U.S. dollars or any other currency that we specify in the applicable
¡ prime rate
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

Prospectus Supplement to Prospectus dated March 30, 2012
March 30, 2012
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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 Protection

42
Payment of Principal, Interest, and Other Amounts Due

S-9
Pledge by Holders to Secure Performance

43
Ranking

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

43
Redemption

S-12
Failure of Holder to Perform Obligations

43
Repayment

S-12
Unsecured Obligations

43
Reopenings

S-13
Description of Units

44
Extendible/Renewable Notes

S-13
General

44
Other Provisions

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

45
Repurchase

S-13
Modification

45
Form, Exchange, Registration, and Transfer of Notes

S-13
Enforceability of Rights of Unitholders; No Trust Indenture Act Protection

45
U.S. Federal Income Tax Considerations

S-14
Unsecured Obligations

46
Supplemental Plan of Distribution (Conflicts of Interest)

S-14
Description of Preferred Stock

46
Selling Restrictions

S-16
General

46
Legal Matters

S-24
The Preferred Stock

48

Page
Description of Depositary Shares

49
About this Prospectus

3
General

49
Prospectus Summary

4
Terms of the Depositary Shares

50
Risk Factors

8
Withdrawal of Preferred Stock

50
Currency Risks

8
Dividends and Other Distributions

50
Other Risks

10
Redemption of Depositary Shares

51
Bank of America Corporation

11
Voting the Deposited Preferred Stock

51
Use of Proceeds

11
Amendment and Termination of the Deposit Agreement

51
Description of Debt Securities

12
Charges of Depository

52
General

12
Miscellaneous

52
The Indentures

12
Resignation and Removal of Depository

52
Form and Denomination of Debt Securities

13
Description of Common Stock

52
Different Series of Debt Securities

14
General

52
Fixed-Rate Notes

15
Voting and Other Rights

53
Floating-Rate Notes

15
Dividends

53
Indexed Notes

23
Registration and Settlement

54
Floating-Rate/Fixed-Rate/Indexed Notes

24
Book-Entry Only Issuance

54
Original Issue Discount Notes

24
Certificates in Registered Form

54
Payment of Principal, Interest, and Other Amounts Due

24
Street Name Owners

55
No Sinking Fund

27
Legal Holders

55
Redemption

27
Special Considerations for Indirect Owners

55
Repayment

27
Depositories for Global Securities

56
Repurchase

27
Special Considerations for Global Securities

60
Conversion

28
Registration, Transfer, and Payment of Certificated Securities

61
Exchange, Registration, and Transfer

28
U.S. Federal Income Tax Considerations

62
Subordination

28
Taxation of Debt Securities

63
Sale or Issuance of Capital Stock of Banks

29
Taxation of Common Stock, Preferred Stock, and Depositary Shares

78
Limitation on Mergers and Sales of Assets

30
Taxation of Warrants

84
Waiver of Covenants

30
Taxation of Purchase Contracts

84
Modification of the Indentures

30
Taxation of Units

84
Meetings and Action by Securityholders

31
Reportable Transactions

84
Events of Default and Rights of Acceleration

31
Foreign Account Tax Compliance Act

85
Col ection of Indebtedness

31
EU Directive on the Taxation of Savings Income

86
Payment of Additional Amounts

32
Plan of Distribution (Conflicts of Interest)

87
Redemption for Tax Reasons

35
Distribution Through Underwriters

87
Defeasance and Covenant Defeasance

35
Distribution Through Dealers

88
Notices

36
Distribution Through Agents

88
Concerning the Trustees

37
Direct Sales

88
Governing Law

37
General Information

88
Description of Warrants

37
Market-Making Transactions by Affiliates

89
General

37
Conflicts of Interest

89
Description of Debt Warrants

37
ERISA Considerations

91
Description of Universal Warrants

38
Where You Can Find More Information

93
Modification

39
Forward-Looking Statements

94
Enforceability of Rights of Warrantholders; No Trust Indenture Act Protection

39
Legal Matters

94
Unsecured Obligations

40
Experts

95

S-2
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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 terms and conditions for

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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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