Bond America Bank Corporation 0.584% ( US06048WHF05 ) in USD

America Bank Corporation

100 % ▲

United States

US06048WHF05 ( in USD )

0.584% per year ( payment 2 times a year)

26/08/2031

Prospectus brochure of the bond Bank of America Corporation US06048WHF05 en USD 0.584%, maturity 26/08/2031

1 000 USD

12 200 000 USD

06048WHF0

A- ( Upper medium grade - Investment-grade )

26/02/2026 ( In 109 days )

Bank of America Corporation is a multinational financial services corporation headquartered in Charlotte, North Carolina, offering a wide range of financial products and services to individuals, small businesses, and large corporations worldwide.

The Bond issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WHF05, pays a coupon of 0.584% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/08/2031

The Bond issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WHF05, was rated NR by Moody's credit rating agency.

The Bond issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WHF05, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Pricing Supplement
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424B2 1 d424b2.htm PRICING SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered
Price Per Unit
Offering Price
Fee(1)
20-Year Callable Capped Notes Linked to the
Difference between the 30-Year and the 2-Year U.S.
Dollar Constant Maturity Swap Rates, due
August 26, 2031

12,200 $1,000.00 $12,200,000
$1,416.42

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Pricing Supplement No. 720
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated April 20, 2009
Registration No. 333-158663
and Series L Prospectus Supplement dated April 21, 2009)
August 24, 2011

$12,200,000
20-Year Callable Capped Notes Linked to the Difference between the 30-Year and the 2-Year U.S. Dollar Constant Maturity
Swap Rates, due August 26, 2031

· The notes are senior unsecured debt securities issued by Bank of America Corporation. Subject to our credit risk, we will pay the principal amount of the notes, together with
any accrued and unpaid interest, on the maturity date or date of early redemption, as applicable.

· The notes will be issued in minimum denominations of $1,000, and whole multiples of $1,000.

· The notes are designed for investors who wish to receive quarterly interest income, where, as described below, after the first year of the notes, the amount of such interest
depends on the amount by which the Spread Differential exceeds the Strike (each as defined below) as of the applicable interest determination date (as defined below).

· Interest will be paid quarterly on February 26, May 26, August 26, and November 26 of each year, beginning on November 26, 2011.

· During the first four quarterly interest periods, interest on the notes will accrue at the rate of 12.50% per annum.

· During each subsequent quarterly interest period beginning on August 26, 2012, interest on the notes will accrue at a rate per annum equal to the product of (a) 4 and
(b) the amount by which the 30-year U.S. Dol ar Constant Maturity Swap Rate exceeds the 2-year U.S. Dol ar Constant Maturity Swap Rate on the applicable interest

determination date, each expressed as a percentage (such amount, which may be negative, the "Spread Differential"), minus the Strike. The Strike is 0.50%. In no event
will the interest rate applicable to any interest period be greater than 12.50% per annum or less than 0.00% per annum.
We further describe how to determine the interest payable on the notes beginning on page PS-13.

· At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal to the principal amount of the notes, plus any accrued but unpaid interest.

· We may redeem al of the notes on any quarterly interest payment date occurring on or after August 26, 2012 (an "Early Redemption Date"). If redeemed early, you will receive
a cash payment equal to the principal amount of the notes, plus any accrued but unpaid interest to but excluding the Early Redemption Date.

· The notes will not be listed on any securities exchange.

· In connection with this offering, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is acting in its capacity as a principal for your account.

· The CUSIP number for the notes is 06048WHF0.

· The notes have been offered at varying public offering prices related to prevailing market prices. The public offering price will include accrued interest from August 26, 2011, if
settlement occurs after that date.

· The purchase price of the notes to the sel ing agent is 95.00% of the principal amount of the notes.
The notes:

Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The 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. Potential purchasers of the notes
should consider the information in "Risk Factors" beginning on page PS-8, page S-4 of the attached prospectus supplement, and page 8 of the attached prospectus.
None of the Securities and Exchange Commission (the "SEC"), 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 accompanying prospectus supplement, or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form only through The Depository Trust Company on or about August 26, 2011 against payment in immediately available funds.
BofA Merrill Lynch
Selling Agent
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TABLE OF CONTENTS

Page
SUMMARY
PS-3

RISK FACTORS
PS-8

USE OF PROCEEDS
PS-12
DESCRIPTION OF THE NOTES
PS-13
THE 30-YEAR U.S. DOLLAR CONSTANT MATURITY SWAP RATE (CMS30) AND THE 2-YEAR U.S. DOLLAR
CONSTANT MATURITY SWAP RATE (CMS2)
PS-16
SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
PS-20
U.S. FEDERAL INCOME TAX SUMMARY
PS-21
ERISA CONSIDERATIONS
PS-28
VALIDITY OF THE NOTES
PS-29

PS-2
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SUMMARY
This summary includes questions and answers that highlight selected information from this pricing supplement and
the accompanying prospectus supplement and prospectus to help you understand these notes. You should read carefully the
entire pricing supplement, prospectus supplement, and prospectus to understand fully the terms of the notes, as well as the tax
and other considerations important to you in making a decision about whether to invest in the notes. In particular, you should
review carefully the section in this pricing supplement entitled "Risk Factors," which highlights a number of risks, to
determine whether an investment in the notes is appropriate for you. If information in this pricing supplement is inconsistent
with the prospectus supplement or prospectus, this pricing supplement will supersede those documents.
Certain capitalized terms used and not defined in this pricing supplement have the meanings ascribed to them in the
prospectus supplement and prospectus.
In light of the complexity of the transaction described in this pricing supplement, you are urged to consult with your
own attorneys and business and tax advisors before making a decision to purchase any of the notes.
The information in this "Summary" section is qualified in its entirety by the more detailed explanation set forth
elsewhere in this pricing supplement and the accompanying prospectus supplement and prospectus. You should rely only on
the information contained in this pricing supplement and the accompanying prospectus supplement and prospectus. We have
not authorized any other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. Neither we nor the selling agent is making an offer to sell these notes in any
jurisdiction where the offer or sale is not permitted. You should assume that the information in this pricing supplement, the
accompanying prospectus supplement, and prospectus is accurate only as of the date on their respective front covers.
Unless otherwise indicated or unless the context requires otherwise, all references in this document to "we," "us,"
"our," or similar references are to Bank of America Corporation.
What are the notes?
The notes are senior debt securities issued by Bank of America Corporation, and are not secured by collateral. The
notes will rank equally with all of our other unsecured senior indebtedness from time to time outstanding, and any
payments due on the notes, including any repayment of principal, will be subject to our credit risk. Unless earlier
redeemed, the notes will mature on August 26, 2031.
The notes differ from traditional debt securities in that their return is linked to the performance of the 30-year
and 2-year U.S. Dollar Constant Maturity Swap Rates. The notes are designed for investors who wish to receive quarterly
interest income, and are willing to accept that after the first four quarterly interest periods, the amount of interest payable
depends on the amount by which the 30-year U.S. Dollar Constant Maturity Swap Rate exceeds the 2-year U.S. Dollar
Constant Maturity Swap Rate (such amount, which may be negative, the "Spread Differential") as of the applicable interest
determination date, minus the Strike, as described below. However, in no event will the interest rate applicable to any interest
period be greater than 12.50% per annum or less than 0.00% per annum. Interest payable on the notes after August 26, 2012
may be more or less than the rate that we would pay on a conventional fixed-rate or floating-rate debt security with the same
maturity, and may be 0.00% per annum.
Investors in the notes should have a view as to U.S. Dollar Constant Maturity Swap Rates and related interest rate
movements, must be willing to forgo guaranteed market rates of interest for most of the term of their investment in the notes,
and must be willing to accept that the interest rate after the first four quarterly interest periods is capped at 12.50% per annum
and may be 0.00% per annum. Investors must also be prepared to have their notes redeemed by us at our option on any
interest payment date on or after August 26, 2012.

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Will you receive interest on the notes?
Yes. During the first four quarterly interest periods, interest on the notes will accrue at the rate of 12.50% per annum;
and during subsequent quarterly interest periods, the amount of interest will depend on the amount by which the Spread
Differential exceeds the Strike, determined as of the applicable interest determination date, as described in this pricing
supplement. However, in no event will the interest rate applicable to any interest period be greater than 12.50% per annum or
less than 0.00% per annum. Interest will be calculated on the basis of a 360-day year of twelve 30-day months.
Will you receive your principal at maturity?
Yes. If you hold the notes until maturity, you will receive your principal amount and any accrued and unpaid interest
on the notes, subject to our credit risk. See "Risk Factors--Payments on the notes are subject to our credit risk, and changes
in our credit ratings are expected to affect the value of the notes." However, if you sell the notes prior to maturity, you may
find that the market value of the notes may be less than the principal amount of the notes.
How will the quarterly rate of interest on the notes be determined?
For each quarterly interest period, the calculation agent will determine the applicable annualized interest rate as
follows:

(a)
From and including August 26, 2011 to but excluding August 26, 2012, interest on the notes will accrue at the

rate of 12.50% per annum.

(b)
During each subsequent quarterly interest period beginning on August 26, 2012, interest will accrue at a rate

per annum equal to:
4 × (CMS30 CMS2 Strike)
In no event will the interest rate applicable to any interest period be greater than 12.50% per annum or less than
0.00% per annum.
There can be no assurance that the interest rate payable on the notes during these quarterly interest periods will be
similar to, or greater than, the interest that is payable on a conventional debt security.
The Strike is 0.50%.
Each quarterly interest period (other than the first quarterly interest period) will commence on, and will include, an
interest payment date, and will extend to, but will exclude, the next succeeding interest payment date. The first quarterly
interest period will commence on, and will include, August 26, 2011, and will extend to, but will exclude, November 26,
2011.
The interest due for each quarterly interest period will be paid on the following interest payment dates:
February 26, May 26, August 26, and November 26 of each year, beginning on November 26, 2011, and ending on the
maturity date.
"CMS30" means the 30-year U.S. Dollar Constant Maturity Swap Rate, expressed as a percentage, as quoted on the
Reuters Screen ISDAFIX3 Page, at 11:00 a.m., New York City time, on the applicable interest determination date.
"CMS2" means the 2-year U.S. Dollar Constant Maturity Swap Rate, expressed as a percentage, as quoted on the
Reuters Screen ISDAFIX3 Page, at 11:00 a.m., New York City time, on the applicable interest determination date.
The "interest determination date" for each quarterly interest period after the first four quarterly interest periods will
be the second U.S. Government Securities Business Day (as defined below) prior to the beginning of the applicable quarterly
interest period.

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A "U.S. Government Securities Business Day" means any day, other than a Saturday, Sunday, or a day on which the
Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income
departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Examples: Below are four examples of the calculation of the annualized interest rate payable on a quarterly interest
payment date after August 26, 2012 for the notes, based on the Strike of 0.50%. These examples are for purposes of
illustration only. The actual annualized interest rate to be applied in calculating the interest payable on the notes for any
quarterly interest period after the first four quarterly interest periods will depend on the actual levels of CMS30 and CMS2
and the actual Spread Differential (i.e., CMS30 CMS2) on the applicable interest determination date.
Example 1: The hypothetical CMS30 is substantially greater than the hypothetical CMS2 on the interest
determination date, and the hypothetical Spread Differential is greater than the Strike:

Hypothetical CMS30: 6.25%
Hypothetical CMS2: 2.00%
Strike:
0.50%
4 × (6.25% 2.00% 0.50%) = 15.00%
Interest rate payable for that quarterly interest period = 12.50% per annum (the interest rate cannot be greater
than 12.50% per annum)
Example 2: The hypothetical CMS30 is greater than the hypothetical CMS2 on the interest determination date, and
the hypothetical Spread Differential is greater than the Strike:

Hypothetical CMS30: 3.25%
Hypothetical CMS2: 2.35%
Strike:
0.50%
4 × (3.25% 2.35% 0.50%) = 1.60%
Interest rate payable for that quarterly interest period = 1.60% per annum
Example 3: The hypothetical CMS30 is greater than the hypothetical CMS2 on the interest determination date, but
the hypothetical Spread Differential is less than the Strike:

Hypothetical CMS30: 3.00%
Hypothetical CMS2: 2.80%
Strike:
0.50%
4 × (3.00% 2.80% 0.50%) = -1.20%
Interest rate payable for that quarterly interest period = 0.00% per annum (the interest rate cannot be less
than 0.00% per annum)
Example 4: The hypothetical CMS30 is less than the hypothetical CMS2 on the interest determination date:

Hypothetical CMS30: 3.75%
Hypothetical CMS2: 4.00%
Strike:
0.50%
4 × (3.75% 4.00% 0.50%) = -3.00%
Interest rate payable for that quarterly interest period = 0.00% per annum (the interest rate cannot be less
than 0.00% per annum)

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Is it possible that I will not receive any interest for any quarterly interest period after the first four quarterly interest
periods?
Yes. After the first four quarterly interest periods, if the Spread Differential is less than or equal to the Strike on the
applicable interest determination date, you will not receive any interest for that period. This will be the case for an interest
period even if the Spread Differential exceeds the Strike on one or more days after the applicable interest determination date.
After the first four quarterly interest periods, is the interest rate on the notes limited in any way?
Yes. The interest rate payable on the notes in all quarterly interest periods will not exceed 12.50% per annum, even
if CMS30 significantly exceeds CMS2 on each interest determination date. Further, we may redeem the notes on any quarterly
interest payment date occurring on or after August 26, 2012. If we elect to redeem the notes, you will not receive any interest
payments after the Early Redemption Date.
Can we redeem your notes before the maturity date?
Yes. We may redeem all of the notes on any quarterly interest payment date occurring on or after August 26, 2012.
We are generally more likely to elect to redeem the notes during periods when interest is accruing on the notes at a rate that is
greater than that which we would pay on our traditional interest bearing debt securities having a maturity equal to the
remaining term of the notes. See the section entitled "Description of the Notes--Early Redemption at Our Option."
Who will determine the interest rate applicable to each interest amount?
A calculation agent will make all the calculations associated with determining each interest payment. We have
appointed our subsidiary, Merrill Lynch Capital Services, Inc. ("MLCS"), to act as calculation agent. See the section entitled
"Description of the Notes--Role of the Calculation Agent."
What do CMS30 and CMS2 measure?
CMS30 and CMS2 are "constant maturity swap rates" that measure the fixed rate of interest payable on a
hypothetical fixed-for-floating U.S. dollar interest rate swap transaction with a maturity of 30 years and two years,
respectively. In such a hypothetical swap transaction, the fixed rate of interest, payable semi-annually on the basis of a
360-day year consisting of twelve 30-day months, is exchangeable for a floating 3-month LIBOR-based payment stream
that is payable quarterly on the basis of the actual number of days elapsed during a quarterly period in a 360-day year.
"LIBOR" is the London Interbank Offered Rate and is a common rate of interest used in the swaps industry. See the section
entitled "The 30-Year U.S. Dollar Constant Maturity Swap Rate (CMS30) and The 2-Year U.S. Dollar Constant Maturity
Swap Rate (CMS2)." The Spread Differential measures the steepness of the swap rate curve from the two-year maturity
point to the 30-year maturity point on the curve.
What have been the historic levels of CMS30 and CMS2?
We have included a table and a graph showing the historical month-end and daily spread, respectively, between
CMS30 and CMS2 from January 2006 through July 2011, in the section entitled "The 30-Year U.S. Dollar Constant Maturity
Swap Rate (CMS30) and The 2-Year U.S. Dollar Constant Maturity Swap Rate (CMS2)." We have provided this historical
information to help you evaluate the behavior of these rates in various periods. However, past behavior of these rates is not
necessarily indicative of how they will perform in the future.
Who is the selling agent for the notes?
MLPF&S is acting as our selling agent in connection with this offering and will be compensated based on the total
principal amount of notes sold. In this capacity, the selling agent is not your fiduciary or advisor, and you should not rely upon
any communication from it in connection with the notes as investment advice or a recommendation to purchase the notes. You
should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.

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How are the notes being offered?
We have registered the notes with the SEC in the U.S. However, we are not registering the notes for public
distribution in any jurisdiction other than the U.S. The selling agent may solicit offers to purchase the notes from non-U.S.
investors in reliance on available private placement exemptions. See the section entitled "Supplemental Plan of Distribution
--Selling Restrictions" in the prospectus supplement.
How are the notes treated for U.S. federal income tax purposes?
We intend to take the position that the notes will be treated as contingent payment debt instruments for U.S. federal
income tax purposes. Assuming the notes are properly treated as contingent payment debt instruments, you will be required to
include income on the notes over their term based upon a comparable yield.
If you are a Non-U.S. Holder, payments on the notes generally will not be subject to U.S. federal income or
withholding tax, as long as you provide us with the required completed tax forms.
See the section entitled "U.S. Federal Income Tax Summary."
Will the notes be listed on an exchange?
No. The notes will not be listed on any securities exchange, and a market for them may never develop.
Does ERISA impose any limitations on purchases of the notes?
Yes. An employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974 (commonly referred to as "ERISA") or a plan that is subject to Section 4975 of the Internal Revenue
Code of 1986, as amended, or the "Code," including individual retirement accounts, individual retirement annuities or Keogh
plans, or any entity the assets of which are deemed to be "plan assets" under the ERISA regulations, should not purchase,
hold, or dispose of the notes unless that plan or entity has determined that its purchase, holding, or disposition of the notes
will not constitute a prohibited transaction under ERISA or Section 4975 of the Code.
Any plan or entity purchasing the notes will be deemed to be representing that it has made such determination, or that
a prohibited transaction class exemption ("PTCE") or other statutory or administrative exemption exists and can be relied
upon by such plan or entity. See the section entitled "ERISA Considerations."
Are there any risks associated with your investment?
Yes. An investment in the notes is subject to risk. Please refer to the section entitled "Risk Factors" on the next page
of this pricing supplement and page S-4 of the prospectus supplement.

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RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional security. 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, 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.
It is possible that after the first four quarterly interest periods, you may not earn a return on your investment. The
interest payable on the notes during any quarterly interest period, except for the first four quarterly interest periods, will depend on
the amount by which the Spread Differential exceeds the Strike, determined as of the relevant interest determination date. As a result,
you could receive little or no payment of interest on one or more of the interest payment dates (except for the first four interest
payment dates) during the term of the notes. If the Spread Differential is constantly less than or equal to the Strike on each interest
determination date over the term of the notes, even if the Spread Differential exceeds the Strike during other days during each
quarterly interest period, your return on the notes would be limited to the first four quarterly fixed interest payments.
We have no control over various matters, including economic, financial and political events, which may affect the levels of
CMS30 and CMS2, and thus the Spread Differential. In recent years, the Spread Differential has been volatile, and such volatility
may be expected in the future. However, historical performance is not necessarily indicative of what may occur in the future. You
should have a view as to U.S. Dollar Constant Maturity Swap Rates and related interest rate movements, and must be willing to forgo
guaranteed market rates of interest for most of the term of the notes, before investing.
Your return is limited by the cap on the interest rate. The interest rate applicable to any interest period will not be
greater than 12.50% per annum. Accordingly, if CMS30 exceeds CMS2 on any interest determination date during the term of the
notes, your return on the notes may not reflect the full extent of that differential. Further, we may redeem the notes on any quarterly
interest payment date occurring on or after August 26, 2012. If we elect to redeem the notes, you will not receive any interest
payments after the Early Redemption Date.
Your yield may be less than the yield on a conventional debt security of comparable maturity. The yield that you
receive on the notes may be less than the return you would earn if you purchased a conventional debt security with the same maturity
date. As a result, your investment in the notes may not reflect the full opportunity cost to you when you consider factors that affect the
time value of money.
The notes are subject to our early redemption. We may redeem all of the notes on any interest payment date occurring on
or after August 26, 2012. You should expect to receive less than five business days' notice of that redemption, and if you intend to
purchase the notes, you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to
redeem the notes during periods when interest is accruing on the notes at a rate that is greater than that which we would pay on our
traditional interest bearing debt securities having a maturity equal to the remaining term of the notes. In contrast, we are generally less
likely to elect to redeem the notes during periods when interest is accruing on the notes at a rate that is less than that which we would
pay on our traditional interest bearing debt securities having a maturity equal to the remaining term of the notes. In general, the more
that CMS30 exceeds CMS2--that is, the higher the expected quarterly interest payments--the more likely it will be that we will elect
to redeem the notes.
If we redeem the notes prior to the maturity date, you will receive a cash payment equal to the principal amount of the notes,
plus any accrued and unpaid interest to but excluding the Early Redemption Date (as defined below), and you will not receive the
benefit of any future interest payments. In the case of an early redemption, you will not benefit from the fact that the Spread
Differential is greater than the Strike after the Early Redemption Date and prior to the maturity date. You may be unable to reinvest
your proceeds from the redemption in an investment with a return that is as high as the return on the notes would have been if they had
not been redeemed.

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Payments on the notes are subject to our credit risk, and changes in our credit ratings are expected to affect the
value of the notes. The notes are our senior unsecured debt securities. As a result, your receipt of all payments of interest and
principal on the notes is dependent upon our ability to repay our obligations on the applicable payment date. This will be the case
even if the difference between CMS30 and CMS2 increases after the pricing date. No assurance can be given as to what our financial
condition will be at any time during the term of the notes or on the maturity date.
In addition, our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our
perceived creditworthiness and an actual or anticipated decrease in our credit ratings prior to the maturity date of the notes may
adversely affect the market value of the notes. However, because your return on the notes depends upon factors in addition to our
ability to pay our obligations, such as the difference between CMS30 and CMS2 during the term of the notes, an improvement in our
credit ratings will not reduce the other investment risks related to the notes.
You must rely on your own evaluation of the merits of an investment linked to U.S. Dollar Constant Maturity Swap
Rates. In the ordinary course of their businesses, we or our affiliates may have expressed views on expected movements in the
U.S. Dollar Constant Maturity Swap Rates and related interest rates, and may do so in the future. These views or reports may be
communicated to our clients and clients of our affiliates. However, these views are subject to change from time to time. Moreover,
other professionals who deal in markets relating to U.S. Dollar Constant Maturity Swap Rates may at any time have significantly
different views from those of ours or our affiliates. For these reasons, you are encouraged to derive information concerning the
U.S. Dollar Constant Maturity Swap Rates and related interest rates from multiple sources, and you should not rely on the views
expressed by us or our affiliates.
Neither the offering of the notes nor any views which we or our affiliates from time to time may express in the ordinary
course of their businesses constitutes a recommendation as to the merits of an investment in the notes.
In seeking to provide you with what we believe to be commercially reasonable terms for the notes, we have
considered the costs of developing, hedging, and distributing the notes. In determining the economic terms of the notes, and
consequently the potential return on the notes to you, a number of factors are taken into account. Among these factors are certain costs
associated with creating, hedging, and offering the notes. In structuring the economic terms of the notes, we seek to provide you with
what we believe to be commercially reasonable terms. The price, if any, at which you could sell your notes in a secondary market
transaction is expected to be affected by the factors that we considered in setting the economic terms of the notes, namely the costs
associated with the notes, and compensation for developing and hedging our obligations under the notes. The quoted price of any of
our affiliates for the notes could be higher or lower than the original offering price.
Assuming there is no change in the difference between CMS30 and CMS2 after the pricing date and no change in market
conditions or any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase
your notes in a secondary market transaction is expected to be lower than the original offering price. This is due to, among other
things, the fact that the original offering price includes, and secondary market prices are likely to exclude, the development and
hedging costs associated with the notes.
We cannot assure you that a trading market for your notes will ever develop or be maintained. We will not list the
notes on any securities exchange. We cannot predict how the notes will trade in any secondary market or whether that market will be
liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and other factors, including
changes in levels of the Spread Differential. The number of potential buyers of your notes in any secondary market may be limited.
We anticipate that the selling agent will act as a market-maker for the notes, but it is not required to do so. The selling agent may
discontinue its market-making activities as to the notes at any time. To the extent that the selling agent engages in any market-making
activities, it may bid for or offer the notes. Any price at which the selling agent may bid for, offer, purchase, or sell any notes may
differ from the values determined by pricing models that it may use, whether as a result of dealer discounts, mark-ups, or other
transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the notes might otherwise trade
in the market.

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