Obligation Goldman Sachs 0.462% ( US38147QRE88 ) en USD

Goldman Sachs

100 % ▲

Etas-Unis

US38147QRE88 ( en USD )

0.462% par an ( paiement semestriel )

28/08/2023 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38147QRE88 en USD 0.462%, échue

1 000 USD

5 000 000 USD

38147QRE8

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QRE88, paye un coupon de 0.462% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/08/2023

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QRE88, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QRE88, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 a13-17794_23424b2.htm PROSPECTUS SUPPLEMENT NO. 2383 DATED AUGUST 26, 2013
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914

The Goldman Sachs Group, Inc.
$5,000,000
Floating Rate Notes due 2023

We wil pay interest quarterly on February 28, May 28, August 28 and November 28 of each year, commencing on November 28, 2013 to, and
including, the stated maturity date (August 28, 2023) at a floating rate equal to the then-applicable 10-year CMS rate minus the spread of 0.25% per
annum, subject to the minimum interest rate of 0.00% per annum. The notes wil mature on the stated maturity date. On the stated maturity date, you
wil receive $1,000, plus any accrued and unpaid interest, for each $1,000 of the face amount of your notes.

The interest on your notes for each quarterly interest period wil be a rate equal to the then-applicable 10-year CMS rate, determined on the
relevant interest determination date, minus the spread, subject to the minimum interest rate.

If the 10-year CMS rate minus 0.25% is less than or equal to 0.00% on the relevant interest determination date for any interest period, no
interest will be paid for that interest period.

Your investment in the notes involves certain risks, including, among other things, our credit risk. See page S-5.

You should read the additional disclosure herein so that you may better understand the terms and risks of your investment.

The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing
models used by Goldman, Sachs & Co. and taking into account our credit spreads) was equal to approximately $979 per $1,000 face
amount, which is less than the original issue price. The value of your notes at any time will reflect many factors and cannot be predicted.

On August 22, 2013, Moody's Investors Service ("Moody's") announced that it had placed the senior and subordinated debt ratings of the holding
companies of the largest U.S. banks under review as it considers reducing its government (or systemic) support assumptions to reflect the impact of
U.S. bank resolution policies. Four of these holding companies, including The Goldman Sachs Group, Inc., are under review for a credit ratings
downgrade by Moody's.

Original issue date:
August 28, 2013
Original issue price:
100.00% of the face amount

Underwriting discount:
1.05% of the face amount
Net proceeds to the issuer:
98.95% of the face amount

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement, the accompanying prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Goldman, Sachs & Co.
Prospectus Supplement No. 2383 dated August 26, 2013.

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The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sel initial y. We may decide to sel
additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and net proceeds that differ from the
amounts set forth above. The return (whether positive or negative) on your investment in notes wil depend in part on the issue price you pay for such
notes.

Goldman Sachs may use this prospectus supplement in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any other affiliate
of Goldman Sachs may use this prospectus supplement in a market-making transaction in a note after its initial sale. Unless Goldman Sachs or its
agent informs the purchaser otherwise in the confirmation of sale, this prospectus supplement is being used in a market-making
transaction.

About Your Notes

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus supplement constitutes a
supplement to the documents listed below and should be read in conjunction with such documents:

· Prospectus supplement dated September 19, 2011

· Prospectus dated September 19, 2011

The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms
or features described in the listed documents may not apply to your notes.

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SPECIFIC TERMS OF YOUR NOTES

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Please note that in this prospectus
supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include
its consolidated subsidiaries. Also, references to the "accompanying prospectus" mean the accompanying prospectus, dated September 19, 2011,
as supplemented by the accompanying prospectus supplement, dated September 19, 2011, relating to Medium-Term Notes, Series D, of The
Goldman Sachs Group, Inc. Please note that in this section entitled "Specific Terms of Your Notes", references to "holders" mean those who own
notes registered in their own names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in
notes registered in street name or in notes issued in book-entry form through The Depository Trust Company. Please review the special
considerations that apply to owners of beneficial interests in the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
References to the "indenture" in this prospectus supplement mean the senior debt indenture, dated July 16, 2008, between The Goldman Sachs
Group, Inc. and The Bank of New York Mellon, as trustee.

Key Terms

Issuer: The Goldman Sachs Group, Inc.

Specified currency: U.S. dol ars ("$")

Denominations: $1,000 or integral multiples of $1,000 in excess thereof

Type of Notes: Floating rate notes (notes)

Face amount: each note wil have a face amount equal to $1,000, or integral multiples of $1,000 in excess thereof; $5,000,000 in the aggregate for al
the offered notes; the aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sel an additional amount
of the offered notes on a date subsequent to the date of this prospectus supplement

Stated maturity date: August 28, 2023

Trade date: August 26, 2013

Original issue date (settlement date): August 28, 2013

Form of Notes: global form only

Supplemental discussion of U.S. federal income tax consequences: The notes wil be treated as variable rate debt instruments for U.S. federal
income tax purposes. Under this characterization, it is the opinion of Sidley Austin LLP that you should include the interest payments on the notes in
ordinary income at the time you receive or accrue such payments, depending on your regular method of accounting for tax purposes. Any gain or loss
you recognize upon the sale or maturity of your notes should be capital gain or loss. Please see "Supplemental Discussion of Federal Income Tax
Consequences" below for a more detailed discussion.

Interest rate: for any interest period, a rate per annum equal to the base rate, determined on the relevant interest determination date, minus the
spread, subject to the minimum interest rate; for the initial interest period, the base rate shal be the initial base rate

Base rate: 10-year CMS rate (as described under "Historical 10-Year CMS Rates" below and in the accompanying prospectus supplement under
"Description of the Notes We May Offer Interest Rates CMS Rate Notes")

Index maturity: 10 years

Initial base rate: 10-year CMS rate in effect on August 26, 2013

Minimum interest rate: 0.00% per annum

Spread: 0.25% per annum

Interest payment dates: expected to be February 28, May 28, August 28 and November 28 of each year, commencing on November 28, 2013, to,
and including, the stated maturity date, subject to adjustments as described elsewhere in the prospectus supplement

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Interest periods: quarterly; the period from and including each interest payment date (or the original issue date, in the case of the initial interest
period) to but excluding the next succeeding interest payment date (or the stated maturity date, in the case of the final interest period)

Interest determination dates: for each interest period, the second U.S. Government securities business day preceding the interest reset date

Business day convention: fol owing unadjusted; applicable to interest payment dates and interest reset dates

Interest reset dates: every February 28, May 28, August 28 and November 28 of each year, commencing on November 28, 2013

Day count convention: 30/360 (ISDA)

Regular record dates: the scheduled business day immediately preceding each interest payment date

No listing: the notes wil not be listed or displayed on any securities exchange or interdealer market quotation system

No redemption: the notes wil not be subject to redemption right or price dependent redemption right

Business Day: New York business day.

Calculation agent: Goldman, Sachs & Co.

CUSIP no.: 38147QRE8

ISIN no.: US38147QRE88

FDIC: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency; nor are
they obligations of, or guaranteed by, a bank

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HYPOTHETICAL EXAMPLES

The fol owing table is provided for purposes of il ustration only. It should not be taken as an indication or prediction of future investment results and
is intended merely to il ustrate the method we wil use to calculate the amount of interest accrued during each interest period.

The table below is based on 10-year CMS rates that are entirely hypothetical; no one can predict what the 10-year CMS rate wil be on any day,
and no one can predict the interest that wil accrue on your notes in any interest period.

For these reasons, the actual 10-year CMS rates, as wel as the interest payable on each interest payment date, may bear little relation to the
hypothetical table shown below or to the historical 10-year CMS rates shown elsewhere in this prospectus supplement. For information about the
10-year CMS rates during recent periods, see "Historical 10-year CMS Rates" on page S-10. Before investing in the offered notes, you should consult
publicly available information to determine the 10-year CMS rates between the date of this prospectus supplement and the date of your purchase of the
offered notes.

The fol owing table il ustrates the method we wil use to calculate the interest rate at which interest wil accrue on each day included in each interest
period, subject to the key terms and assumptions below.

The percentage amounts in the left column of the table below represent hypothetical 10-year CMS rates on a given interest determination date. The
right column of the table below represent the hypothetical interest, as a percentage of the face amount of each note, that would be payable on a given
interest payment date, based on the corresponding hypothetical 10-year CMS rate. The information in the table also reflects the key terms and
assumptions in the box below.

Key Terms and Assumption
Face amount
$1,000
Minimum interest rate
0.00% per annum
Spread
0.25% per annum

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.

Hypothetical interest amount payable on an interest
Hypothetical 10-Year CMS Rate
payment date (minus the spread).

-3.00%
0.00%*

-2.00%
0.00%*

-1.00%
0.00%*

0.00%
0.00%*

0.25%
0.00%

0.80%
0.55%

0.90%
0.65%

1.00%
0.75%

2.35%
2.10%

3.00%
2.75%

4.00%
3.75%

5.50%
5.25%

7.00%
6.75%

* Interest is floored at the minimum interest rate of 0.00% per annum for each interest payment date.

Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example,
payments on the notes are economical y equivalent to the amounts that would be paid on a combination of an interest-bearing bond bought, and an
option bought, by the holder (with an implicit option premium paid over time by the holder). The discussion in this paragraph does not modify or affect
the terms of the notes or the United States income tax treatment of the notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual 10-year CMS rate on any day or the market value of your notes, nor can we predict the relationship between the
10-year CMS rate and the market value of your notes at any time prior to the stated maturity date. The actual interest payment that a holder of the
offered notes will receive on each interest payment date and the rate of return on the offered notes will depend on the actual 10-year CMS rates
determined by the calculation agent over the life of your notes. Moreover, the assumptions on which the hypothetical table is based may turn out
to be inaccurate. Consequently, the interest amount to be paid in respect of your notes on each interest payment date may be very different from
the information reflected in the table above.

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ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES

An investment in your notes is subject to the risks described below as well as the risks described under "Considerations Relating to Floating
Rate Debt Securities" in the accompanying prospectus dated September 19, 2011. Your notes are a riskier investment than ordinary debt
securities. You should carefully review these risks as well as the terms of the notes described herein and in the accompanying prospectus, dated
September 19, 2011, as supplemented by the accompanying prospectus supplement, dated September 19, 2011, of The Goldman Sachs
Group, Inc. You should carefully consider whether the offered notes are suited to your particular circumstances.

The Estimated Value of Your Notes At the Time the Terms of Your Notes Were Set On the Trade Date (as Determined By Reference to
Pricing Models Used By Goldman, Sachs & Co.) Was Be Less Than the Original Issue Price Of Your Notes

The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes were set on the trade date,
as determined by reference to Goldman, Sachs & Co.'s pricing models and taking into account our credit spreads. Such estimated value on the trade
date is set forth on the cover of this prospectus supplement; after the trade date, the estimated value as determined by reference to these models wil
be affected by changes in market conditions, our creditworthiness and other relevant factors. If Goldman, Sachs & Co. buys or sel s your notes it wil
do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which Goldman, Sachs & Co.
wil buy or sel your notes at any time also wil reflect its then current bid and ask spread for similar sized trades of structured notes.

In estimating the value of your notes as of the time the terms of your notes were set on the trade date, as disclosed on the front cover of this
prospectus supplement, Goldman, Sachs & Co.'s pricing models consider certain variables, including principal y our credit spreads, interest rates
(forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary
and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold
your notes in the secondary market, if any, to others may differ, perhaps material y, from the estimated value of your notes determined by reference to
our models due to, among other things, any differences in pricing models or assumptions used by others. See "-- The Market Value of Your Notes
May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways" below.

The difference between the estimated value of your notes as of the time the terms of your notes were set on the trade date and the original issue
price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and
marketing the notes, and an estimate of the difference between the amounts we pay to Goldman, Sachs & Co. and the amounts Goldman, Sachs & Co.
pays to us in connection with your notes. We pay to Goldman, Sachs & Co. amounts based on what we would pay to holders of a non-structured note
with a similar maturity. In return for such payment, Goldman, Sachs & Co. pays to us the amounts we owe under your notes.

In addition to the factors discussed above, the value and quoted price of your notes at any time wil reflect many factors and cannot be predicted.
If Goldman, Sachs & Co. makes a market in the notes, the price quoted by Goldman, Sachs & Co. would reflect any changes in market conditions and
other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness. These changes may adversely affect the value
of your notes, including the price you may receive for your notes in any market making transaction. To the extent that Goldman, Sachs & Co. makes a
market in the notes, the quoted price wil reflect the estimated value determined by reference to Goldman, Sachs & Co.'s pricing models at that time,
plus or minus its then current bid and ask spread for similar sized trades of structured notes.

Furthermore, if you sel your notes, you wil likely be charged a commission for secondary market transactions, or the price will likely reflect a
dealer discount. This commission or discount wil further reduce the proceeds you would receive for your notes in a secondary market sale.

There is no assurance that Goldman, Sachs & Co. or any other party wil be wil ing to purchase your notes at any price and, in this regard,
Goldman, Sachs & Co. is not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active Trading Market" below.

The Notes Are Subject to the Credit Risk of the Issuer

Although the return on the notes wil be based in part on the performance of the 10-year CMS rate, the payment of any amount due on the notes is
subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability to pay al amounts due on the notes, and
therefore investors are subject to our credit risk and to

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changes in the market's view of our creditworthiness. See "Description of the Notes We May Offer -- Information About Our Medium-Term Notes,
Series D Program -- How the Notes Rank Against Other Debt" on page S-4 of the accompanying prospectus supplement.

We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

At our sole option, we may decide to sel an additional aggregate face amount of the notes subsequent to the date of this prospectus supplement.
The issue price of the notes in the subsequent sale may differ substantial y (higher or lower) from the issue price you paid as provided on the cover of
this prospectus supplement.

The Amount of Interest Payable on Your Notes Will Not Be Affected by the 10-Year CMS Rate on Any Day Other Than an Interest
Determination Date

For each interest period, the amount of interest payable on each interest payment date is calculated based on the 10-year CMS rate on the
applicable interest determination date minus the spread. Although the actual 10-year CMS rate on an interest payment date or at other times during an
interest period may be higher than the 10-year CMS rate on the applicable interest determination date, you wil not benefit from the 10-year CMS rate
at any time other than on the interest determination date for such interest period.

If the 10-Year CMS Rate Minus 0.25% Is Less than or Equal to 0.00% on the Relevant Interest Determination Date for Any Interest Period, No
Interest Will Be Paid for that Interest Period

Because of the formula used to calculate the interest rate applicable to your notes, in the event that on the relevant interest determination date for
any interest period the 10-year CMS rate does not exceed 0.25%, no interest wil be paid for such interest period, even if the 10-year CMS rate minus
0.25% on subsequent days is greater than 0.00%. Therefore, if the 10-year CMS rate does not exceed 0.25% for a prolonged period of time over the
life of your notes, including interest determination dates, you wil receive no interest during the affected interest periods. In such case, even if you
receive some interest payments on some or al of the interest payment dates, the overal return you earn on your notes may be less than you would
have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

Recent Regulatory Investigations Regarding Potential Manipulation of ISDAfix May Adversely Affect Your Notes

It has been reported that the U.K. Financial Conduct Authority and the U.S. Commodity Futures Trading Commission are working together to
investigate potential manipulation of ISDAfix. If such manipulation occurred, it may have resulted in the 10-year CMS rate being artificially lower (or
higher) than it would otherwise have been. Any changes or reforms affecting the determination or supervision of ISDAfix in light of these investigations
may result in a sudden or prolonged increase or decrease in reported ISDAfix, which could have an adverse impact on the trading market for ISDAfix-
benchmarked securities such as your notes, the value of your notes and any payments on your notes.

The Historical Levels of the 10-Year CMS Rate Are Not an Indication of the Future Levels of the 10-Year CMS Rate

In the past, the level of the 10-year CMS rate has experienced significant fluctuations. You should note that historical levels, fluctuations and trends
of the 10-year CMS rate are not necessarily indicative of future levels. Any historical upward or downward trend in the 10-year CMS rate is not an
indication that the 10-year CMS rate is more or less likely to increase or decrease at any time during an interest period, and you should not take the
historical levels of the 10-year CMS rate as an indication of its future performance.

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If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes
Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected

The amount you wil be paid for your notes on the stated maturity date wil not be adjusted based on the issue price you pay for the notes. If you
purchase notes at a price that differs from the face amount of the notes, then the return on your investment in such notes held to the stated maturity
date wil differ from, and may be substantial y less than, the return on notes purchased at face amount. If you purchase your notes at a premium to
face amount and hold them to the stated maturity date, the return on your investment in the notes wil be lower than it would have been had you
purchased the notes at face amount or a discount to face amount.

The Market Value of Your Notes May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sel them in the open
market before the stated maturity date. A number of factors, many of which are beyond our control, wil influence the market value of your notes,
including:

·
the 10-year CMS rate;

·
the volatility i.e., the frequency and magnitude of changes in the level of the 10-year CMS rate;

·
economic, financial, regulatory and political, military or other events that affect the level of the 10-year CMS rate general y.

·
interest rate and yield rates in the market;

·
the time remaining until your notes mature; and

·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or changes

in other credit measures.

These factors, and many other factors, wil influence the price you wil receive if you sel your notes before maturity, including the price you may
receive for your notes in any market making transaction. If you sel your notes before maturity, you may receive less than the face amount of your
notes.

You cannot predict the future performance of the 10-year CMS rate based on its historical performance. The actual performance of the 10-year
CMS rate over the life of the offered notes may bear little or no relation to the historical levels of the 10-year CMS rate or to the hypothetical examples
shown elsewhere in this prospectus supplement.

If the 10-Year CMS Rate Changes, the Market Value of Your Notes May Not Change in the Same Manner

The price of your notes may move differently than the 10-year CMS rate. Changes in the 10-year CMS rate may not result in a comparable change
in the market value of your notes. We discuss some of the reasons for this disparity under "-- The Amount of Interest Payable on Your Notes Wil Not
Be Affected by the 10-year CMS rate on Any Day Other Than an Interest Determination Date" and "-- The Market Value of Your Notes May Be
Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways" above.

Goldman Sachs' Anticipated Hedging Activities May Negatively Impact Investors in the Notes and Cause our Interests and Those of Our
Clients and Counterparties to be Contrary to Those of Investors in the Notes

Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to the 10-year CMS rate.
We also expect to adjust our hedge by, among other things, purchasing or sel ing any of the foregoing, and perhaps other instruments linked to the
10-year CMS rate, at any time and from time to time, and to unwind the hedge by sel ing any of the foregoing on or before the determination date for
your notes. We may also enter into, adjust and unwind hedging transactions relating to other rate-linked notes whose returns are linked to changes in
the level of the 10-year CMS rate.

Any of these hedging or other activities may adversely affect the levels of the 10-year CMS rate and therefore the market value of your notes and
the amount we wil pay on your notes. In addition, you should expect that these transactions wil cause Goldman Sachs or its clients or counterparties to
have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the notes. Goldman Sachs wil
have no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential

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effect on an investor in the notes, and may receive substantial returns on hedging or other activities while the value of your notes declines.

As Calculation Agent, Goldman, Sachs & Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Notes and
the Amount You May Receive On Any Interest Payment Date

As calculation agent for your notes, Goldman, Sachs & Co. wil have discretion in making certain determinations that affect your notes, including
determining the 10-year CMS rate on any interest determination date, which we wil use to determine the amount we wil pay on any applicable interest
payment date during the interest periods. The exercise of this discretion by Goldman, Sachs & Co. could adversely affect the value of your notes and
may present Goldman, Sachs & Co. with a conflict of interest. We may change the calculation agent at any time without notice and Goldman, Sachs &
Co. may resign as calculation agent at any time upon 60 days' written notice to Goldman Sachs.

Your Notes May Not Have an Active Trading Market

Your notes wil not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little
or no secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity and we expect that
transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your notes in any secondary
market could be substantial.

Certain Considerations for Insurance Companies and Employee Benefit Plans

Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the
Employee Retirement Income Security Act of 1974, as amended, which we cal "ERISA", or the Internal Revenue Code of 1986, as amended, including
an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes with the assets
of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes
could become a "prohibited transaction" under ERISA, the Internal Revenue Code or any substantial y similar prohibition in light of the representations a
purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is discussed in more detail
under "Employee Retirement Income Security Act" below.

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USE OF PROCEEDS

We wil use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying prospectus under
"Use of Proceeds".

HEDGING

In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging transactions involving
purchases of instruments linked to the 10-year CMS rate. In addition, from time to time, we and/or our affiliates expect to enter into additional hedging
transactions and to unwind those we have entered into, in connection with the offered notes and perhaps in connection with other notes we issue, some
of which may have returns linked to the 10-year CMS rate. Consequently, with regard to your notes, from time to time, we and/or our affiliates:

·
expect to acquire or dispose of positions in over-the-counter options, futures or other instruments linked to the 10-year CMS rate, and/or

·
may take short positions in securities of the kind described above -- i.e., we and/or our affiliates may sel securities of the kind that we do

not own or that we borrow for delivery to purchaser, and/or

·
may take or dispose of positions in interest rate swaps, options swaps and treasury bonds.

We and/or our affiliates may also acquire a long or short position in securities similar to your notes from time to time and may, in our or their sole
discretion, hold or resel those securities.

In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to other notes with
returns linked to the 10-year CMS rate. These steps may also involve sales and/or purchases of some or all of the listed or over-the-counter options,
futures or other instruments linked to the 10-year CMS rate.

The hedging activity discussed above may adversely affect the market value of your notes from time to time and the amount we will pay on
your notes. See "Additional Risk Factors Specific to Your Notes" above for a discussion of these adverse effects.

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8/28/2013 9:21 AM