Bond America Bank Corporation 0% ( US06053M6333 ) in USD

America Bank Corporation

100 % ▲

United States

US06053M6333 ( in USD )

28/10/2024 - Bond has expired

Prospectus brochure of the bond Bank of America Corporation US06053M6333 in USD 0%, expired

1 000 USD

9 245 000 USD

06053M633

N/A

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 US06053M6333, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/10/2024

The Bond issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06053M6333, was rated NR by Moody's credit rating agency.

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424B2 1 d810953d424b2.htm 424B2
Amended filing to correct
CUSIP on cover page
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-180488
Amendment No. 1 to Pricing Supplement No. 1385 dated October 23, 2014
(To Prospectus dated March 30, 2012 and
Series L Prospectus Supplement dated March 30, 2012)
Dated October 28, 2014

$9,245,000
Leveraged Notes Linked to the S&P 500® Index, due October 28, 2024
This Amendment No. 1 supersedes pricing supplement No. 1385 dated October 23, 2014.

· The notes are unsecured senior notes issued by Bank of America Corporation ("BAC"). The notes do not guarantee a full return of your principal at maturity, and you could lose up
to 100% of your investment.

· The notes priced on October 23, 2014 (the "pricing date").

· The notes will mature on October 28, 2024.

· The notes provide 2-to-1 upside exposure to increases in the S&P 500® Index (the "Market Measure").

· The notes provide 1-to-1 downside exposure to decreases in the Market Measure, with 100% of your investment at risk.

· All payments on the notes occur at maturity and are subject to the credit risk of Bank of America Corporation

· No periodic interest payments will be made on the notes.

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

· The notes will be issued in denominations of $10 and whole multiples of $10.

· The CUSIP number of the notes is 06053M633.

· The initial estimated value of the notes is less than the public offering price. As of the pricing date, the initial estimated value of the notes is $9.51 per $10 in principal amount.
See "Summary" on page PS-2 of this pricing supplement, "Risk Factors" beginning on page PS-5 of this pricing supplement and "Structuring the Notes" on page PS-20 of this
pricing supplement for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
The notes:

Are Not FDIC Insured

Are Not Bank Guaranteed

May Lose Value

Per Note

Total
Public Offering Price

$10

$
9,245,000
Underwriting Discount

$ 0

$
0

Proceeds (before expenses)

$10

$
9,245,000

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-5 of this pricing supplement, page S-5 of the prospectus supplement, and page 8 of the 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 or the accompanying prospectus supplement or 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 October 28, 2014 against payment in immediately available funds.
BofA Merrill Lynch
Selling Agent
SUMMARY
The Leveraged Notes Linked to the S&P 500® Index, due October 28, 2024 (the "notes") are our senior unsecured debt
securities. The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. The notes will
rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment
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424B2
of principal, will be subject to the credit risk of BAC. The notes provide you a leveraged positive return if the Ending Value of the S&P
500® Index (the "Market Measure") is greater than its Starting Value. If the Ending Value is less than the Starting Value, you will lose all
or a portion of the principal amount of your notes. Payments on the notes, including the amount you receive at maturity, will be calculated
based on the $10 principal amount per unit and will depend on our credit risk and the performance of the Market Measure.
Payments on the notes depend on our credit risk and on the performance of the Market Measure. The economic terms of the
notes are based on our internal funding rate, which is the rate we would pay to borrow funds through the issuance of market-linked notes
and the economic terms of certain related hedging arrangements we enter into. Our internal funding rate is typically lower than the rate we
would pay when we issue conventional fixed or floating rate debt securities. This difference in our internal funding rate, as well as the
hedging related charges described below, reduced the economic terms of the notes to you and the initial estimated value of the notes. Due
to these factors, the public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.
The initial estimated value of the notes as of the pricing date is set forth on the cover page of this document. For more
information about the initial estimated value and the structuring of the notes, see "Risk Factors" on page PS-5 and "Structuring the Notes"
on page PS-20.
Key Terms:

Market Measure:
The S&P 500® Index, a price return index. (Bloomberg ticker: "SPX").
Market Measure
The performance of the Market Measure will be measured according to the percentage change from its
Performance:
Starting Value to its Ending Value.

The "Starting Value" is 1,950.82, which was the closing level of the Market Measure on the pricing
date.

The "Ending Value" will equal the closing level of the Market Measure on the calculation day. If a
Market Disruption Event (as defined below) occurs and is continuing on the calculation day, or if
certain other events occur, the calculation agent will determine the Ending Value as set forth in the
section "Additional Terms of the Notes."
Calculation Day:
October 23, 2024, subject to postponement as described herein.
Participation Rate:
200%.
Maximum Payment:
Not applicable.

PS-2

Redemption Amount at
At maturity, you will receive a Redemption Amount that is greater than the principal amount if the
Maturity:
level of the Market Measure increases from the Starting Value to the Ending Value. If the level of the
Market Measure decreases from the Starting Value to the Ending Value, you will be subject to 1-to-1
downside exposure to that decrease, and will receive a Redemption Amount that is less than the
principal amount.

Any payments due on the notes, including any repayment of principal, are subject to our credit
risk as issuer of the notes.

The Redemption Amount, denominated in U.S. dollars, will be calculated as follows:

If the Ending Value is greater than the Starting Value, you will receive per unit:

Ending Value - Starting Value
Principal Amount + [ Principal Amount x Participation Rate x (
Starting Value
) ]

If the Ending Value is less than the Starting Value, you will receive per unit:

Ending Value
You will receive per unit: Principal Amount x
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(
)
Starting Value

Principal at Risk:
You may lose all or a significant portion of the principal amount of the notes. Further, if you sell the
notes prior to maturity, you may find that the market value per unit is less than the price that you paid
for the notes.
Calculation Agent:
The calculation agent will make all determinations associated with the notes. We will appoint our
affiliate, MLPF&S, to act as calculation agent. See the section entitled "Additional Terms of the Notes
--Role of the Calculation Agent."
Selling Agent:
MLPF&S. MLPF&S is not your fiduciary or advisor solely as a result of the making of the offering of
the notes, and you should not rely upon this pricing supplement, or the accompanying prospectus or
prospectus supplement, as investment advice or a recommendation to purchase notes.
Listing:
The notes will not be listed on a securities exchange or quotation system.

PS-3

HYPOTHETICAL PAYMENTS ON THE NOTES
The following table is for purposes of illustration only. It is based on hypothetical values and show hypothetical returns on the
notes. It illustrates the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100, the
Participation Rate of 200% and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of
return will depend on the actual Starting Value, Ending Value, and whether you hold the notes to maturity. The numbers appearing
in the table below have been rounded for ease of analysis, and do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Market Measure, see "The Market Measure" section below. The Market Measure is a price return
index and as such the Ending Value will not include any income generated by dividends paid on the securities included in the Market
Measure, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes
are subject to issuer credit risk.

Percentage Change
from the Starting
Value to the Ending
Redemption Amount
Total Rate of Return
Ending Value

Value

per Unit

on the Notes
0.00

-100.00%

$0.00

-100.00%
50.00

-50.00%

$5.00

-50.00%
80.00

-20.00%

$8.00

-20.00%
90.00

-10.00%

$9.00

-10.00%
94.00

-6.00%

$9.40

-6.00%
97.00

-3.00%

$9.70

-3.00%
100.00(1)

0.00%

$10.00

0.00%
102.00

2.00%

$10.40

4.00%
105.00

5.00%

$11.00

10.00%
110.00

10.00%

$12.00

20.00%
120.00

20.00%

$14.00

40.00%
130.00

30.00%

$16.00

60.00%
140.00

40.00%

$18.00

80.00%
150.00

50.00%

$20.00

100.00%
160.00

60.00%

$22.00

120.00%

(1)
The hypothetical Starting Value of 100 used in the table above has been chosen for illustrative purposes only. The actual Starting
Value is 1,950.82, which was the closing level of the Market Measure on the pricing date.

PS-4
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RISK FACTORS
Your investment in the notes is subject to investment risks, many of which differ from those of a conventional debt security. Your
decision to purchase notes should be made only after carefully considering the risks, including those discussed below, in light of your particular
circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about the material terms of the notes or
investments in equity or equity-based securities in general.
General Risks Relating to the Notes
Your investment may result in a loss; there is no guaranteed return of principal. There is no fixed principal repayment amount on
the notes at maturity. The notes provide a return based on the performance of the Market Measure and therefore, you may lose all or a significant
portion of your investment if the level of the Market Measure decreases from the Starting Value to the Ending Value. If the Ending Value is less
than the Starting Value, then you will receive a Redemption Amount at maturity that will be less than the principal amount of your notes.
Your return on the notes may be less than the yield on a conventional fixed or floating rate debt security of comparable
maturity. There will be no periodic interest payments on the notes as there would be on a conventional fixed-rate or floating-rate debt security
having the same maturity. Any return 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, such as inflation, that affect the time value of money.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to
affect the value of the notes. The notes are our senior unsecured debt securities. As a result, your receipt of the Redemption Amount at maturity is
dependent upon our ability to repay our obligations on the maturity date, regardless of whether the Market Measure increases from the Starting
Value to the Ending Value. No assurance can be given as to what our financial condition will be on the maturity date. If we become unable to
meet our financial obligations as they become due, you may not receive the amounts payable under the terms of the notes.
In addition, our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our perceived
creditworthiness and actual or anticipated decreases in our credit ratings or increases in the spread between the yield on our securities and the yield
on U.S. Treasury securities (the "credit spread") prior to the maturity date 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 level of the Market Measure, an
improvement in our credit ratings will not reduce the other investment risks related to the notes.
The public offering price you pay for the notes exceeds their initial estimated value. The initial estimated value of the notes is an
estimate only, determined as of the pricing date by reference to our and our affiliates' pricing models. These pricing models consider certain
assumptions and variables, including our credit spreads, our internal funding rate, mid-market terms on hedging transactions, expectations on
interest rates and volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in part on certain forecasts
about future events, which may prove to be incorrect.
The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S or any of our affiliates would be
willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after the date of this pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market
conditions.

PS-5
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for them.
If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than their
initial estimated value. This is due to, among other things, changes in the level of the Market Measure, our internal funding rate, and the inclusion
in the public offering price of the hedging related charges, all as further described in "Structuring the Notes" on page PS-20. These factors, together
with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the
notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
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 the
level of the Market Measure. The number of potential buyers of your notes in any secondary market may be limited. We anticipate that MLPF&S
will act as a market-maker for the notes, but neither we nor MLPF&S is required to do so. There is no assurance that any party will be willing to
purchase your notes at any price in any secondary market. MLPF&S may discontinue its market-making activities as to the notes at any time. To
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the extent that MLPF&S engages in any market-making activities, it may bid for or offer the notes. Any price at which MLPF&S 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.
In addition, if at any time MLPF&S were to cease acting as a market-maker as to the notes, it is likely that there would be significantly
less liquidity in the secondary market. In such a case, the price at which the notes could be sold likely would be lower than if an active market
existed.
The Redemption Amount will not reflect changes in the level of the Market Measure other than on the calculation day. Changes
in the level of the Market Measure during the term of the notes other than on the calculation day will not be reflected in the calculation of the
Redemption Amount. To calculate the Redemption Amount, the calculation agent will compare only the Ending Value to the Starting Value. No
other levels of the Market Measure will be taken into account. As a result, even if the level of the Market Measure has increased at certain times
during the term of the notes, you will receive a Redemption Amount that is less than the principal amount if the Ending Value is less than the
Starting Value.
The publisher of the Market Measure may adjust the Market Measure in a way that affects its levels, and the publisher has no
obligation to consider your interests. The publisher of the Market Measure can add, delete, or substitute the components included in the Market
Measure or make other methodological changes that could change its level. A new security included in the Market Measure may perform
significantly better or worse than the replaced security, and the performance will impact the level of the Market Measure. Additionally, the
publisher may alter, discontinue, or suspend calculation or dissemination of the Market Measure. Any of these actions could adversely affect the
value of your notes. The publisher of the Market Measure will have no obligation to consider your interests in calculating or revising the Market
Measure.

PS-6
If you attempt to sell notes prior to maturity, their market value, if any, will be affected by various factors that interrelate in
complex ways, and their market value may be less than the principal amount. You have no right to have your notes redeemed prior to
maturity. If you wish to liquidate your investment in the notes prior to maturity, your only option would be to sell them. At that time, there may be
an illiquid market for your notes or no market at all. Even if you were able to sell your notes, there are many factors outside of our control that may
affect their market value, some of which, but not all, are stated below. The impact of any one factor may be offset or magnified by the effect of
another factor. The following paragraphs describe a specific factor's expected impact on the market value of the notes, assuming all other
conditions remain constant.

· Level of the Market Measure. We anticipate that the market value of the notes prior to maturity generally will depend to a
significant extent on the level of the Market Measure. In general, it is expected that the market value of the notes will decrease as the
level of the Market Measure decreases, and increase as the level of the Market Measure increases. However, as the level of the

Market Measure increases or decreases, the market value of the notes is not expected to increase or decrease at the same rate. If you
sell your notes when the level of the Market Measure is less than, or not sufficiently above the Starting Value, then you may receive
less than the principal amount of your notes.

· Volatility of the Market Measure. Volatility is the term used to describe the size and frequency of market fluctuations. Increases or
decreases in the volatility of the Market Measure may have an adverse impact on the market value of the notes. Even if the level of

the Market Measure increases after the pricing date, if you are able to sell your notes before their maturity date, you may receive
substantially less than the amount that would be payable at maturity based on that level because of the anticipation that the level of
the Market Measure will continue to fluctuate until the Ending Value is determined.

· Economic and Other Conditions Generally. The general economic conditions of the capital markets in the United States, as well

as geopolitical conditions and other financial, political, regulatory, and judicial events and related uncertainties that affect stock
markets generally, may affect the level of the Market Measure and the market value of the notes.

· Interest Rates. We expect that changes in interest rates will affect the market value of the notes. In general, if U.S. interest rates
increase, we expect that the market value of the notes will decrease, and conversely, if U.S. interest rates decrease, we expect that the

market value of the notes will increase. In general, we expect that the longer the amount of time that remains until maturity, the more
significant the impact of these changes will be on the value of the notes.

· Dividend Yields. In general, if cumulative dividend yields on the securities included in the Market Measure increase, we anticipate

that the market value of the notes will decrease; conversely, if those dividend yields decrease, we anticipate that the market value of
your notes will increase.

· Our Financial Condition and Creditworthiness. Our perceived creditworthiness, including any increases in our credit spreads and
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any actual or anticipated decreases in our credit ratings, may adversely affect the market value of the notes. In general, we expect the

longer the amount of time that remains until maturity, the more significant the impact will be on the value of the notes. However, a
decrease in our credit spreads or an improvement in our credit ratings will not necessarily increase the market value of the notes.

· Time to Maturity. There may be a disparity between the market value of the notes prior to maturity and their value at maturity.
This disparity is often called a time "value," "premium," or "discount," and reflects expectations concerning the level of the Market

Measure prior to the maturity date. As the time to maturity decreases, this disparity will likely decrease, such that the value of the
notes will approach the expected Redemption Amount to be paid at maturity.

PS-7
Trading and hedging activities by us and our affiliates may affect your return on the notes and their market value. We and our
affiliates, including MLPF&S, may buy or sell the securities included in the Market Measure, or futures or options contracts on the Market
Measure or its component securities. We may execute such purchases or sales for our own accounts, for business reasons, or in connection with
hedging our obligations under the notes. These transactions could affect the value of these securities and, in turn, the level of the Market Measure
in a manner that could be adverse to your investment in the notes. On or before the pricing date, any purchases or sales by us, our affiliates or
others on our behalf may have increased the level of the Market Measure or its component securities. Consequently, the values of that Market
Measure or the securities included in the Market Measure may decrease subsequent to the pricing date, adversely affecting the market value of the
notes.
We, or one or more of our affiliates, including MLPF&S, may also engage in hedging activities that could have increased the level of the
Market Measure on the pricing date. In addition, these activities may decrease the market value of your notes prior to maturity, including on the
calculation day, and may affect the Redemption Amount. We or one or more of our affiliates, including MLPF&S, may purchase or otherwise
acquire a long or short position in the notes, and may hold or resell notes. For example, MLPF&S may enter into these transactions in connection
with any market making activities in which they engage. We cannot assure you that these activities will not adversely affect the level of the Market
Measure, the market value of your notes prior to maturity or the Redemption Amount.
Our trading, hedging and other business activities may create conflicts of interest with you. We or one or more of our affiliates,
including MLPF&S, may engage in trading activities related to the Market Measure and to securities included in the Market Measure that are not
for your account or on your behalf. We or one or more of our affiliates, including MLPF&S, also may issue or underwrite other financial
instruments with returns based upon the Market Measure. These trading and other business activities may present a conflict of interest between
your interest in the notes and the interests we and our affiliates, including MLPF&S, may have in our proprietary accounts, in facilitating
transactions, including block trades, for our or their other customers, and in accounts under our or their management. These trading and other
business activities, if they influence the level of the Market Measure or secondary trading in your notes, could be adverse to your interests as a
beneficial owner of the notes.
We expect to enter into arrangements or adjust or close out existing transactions to hedge our obligations under the notes. We or our
affiliates also may enter into hedging transactions relating to other notes or instruments that we issue, some of which may have returns calculated
in a manner related to that of the notes. We may enter into such hedging arrangements with one of our subsidiaries or affiliates. Such a party may
enter into additional hedging transactions with other parties relating to the notes and the Market Measure. This hedging activity is expected to
result in a profit to those engaging in the hedging activity, which could be more or less than initially expected, or the hedging activity could also
result in a loss. We or our affiliates will price these hedging transactions with the intent to realize a profit, regardless of whether the value of the
notes increases or decreases.
There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the
calculation agent. MLPF&S will be the calculation agent for notes and, as such, determined the Starting Value, and will determine the Ending
Value, and the Redemption Amount. Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate
and its responsibilities as calculation agent. These conflicts could occur, for instance, in connection with the calculation agent's determination as to
whether a Market Disruption Event has occurred, or in connection with judgments that it would be required to make if the publication of the
Market Measure is discontinued. See the sections entitled "Additional Terms of the Notes--Market Disruption Events," "--Adjustments to the
Market Measure," and "--Discontinuance of the Market Measure." The calculation agent will be required to carry out its duties in good faith and
use its reasonable judgment. However, because we expect to control the calculation agent, potential conflicts of interest could arise.

PS-8
The U.S. federal income tax consequences of an investment in the notes are uncertain, and may be adverse to a holder of the
notes. No statutory, judicial, or administrative authority directly addresses the characterization of the notes or securities similar to the notes for
U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the notes are not
certain. Under the terms of the notes, you will have agreed with us to treat the notes as single financial contracts, as described under "U.S. Federal
Income Tax Summary--General." If the Internal Revenue Service (the "IRS") were successful in asserting an alternative characterization for the
notes, the timing and character of gain or loss with respect to the notes may differ. No ruling will be requested from the IRS with respect to the
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424B2
notes and no assurance can be given that the IRS will agree with the statements made in the section entitled "U.S. Federal Income Tax Summary."
You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences of investing in the
notes.
Risks Relating to the Market Measure
You must rely on your own evaluation of the merits of an investment linked to the Market Measure. In the ordinary course of their
businesses, our affiliates may have expressed views on expected movements in the Market Measure or the securities included in the Market
Measure, 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 the Market Measure may at any time
have significantly different views from those of our affiliates. For these reasons, you are encouraged to derive information concerning the Market
Measure or its component securities from multiple sources, and you should not rely on the views expressed by our affiliates.
You will have no rights as a security holder, you will have no rights to receive any of the securities represented by the Market
Measure, and you will not be entitled to dividends or other distributions by the issuers of these securities. The notes are our debt securities.
They are not equity instruments, shares of stock, or securities of any other issuer. Investing in the notes will not make you a holder of any of the
securities represented by the Market Measure. You will not have any voting rights, any rights to receive dividends or other distributions, or any
other rights with respect to those securities. As a result, the return on your notes may not reflect the return you would realize if you actually owned
those securities and received the dividends paid or other distributions made in connection with them. Additionally, the level of the Market Measure
reflects only the prices of those component securities and does not take into consideration the value of dividends paid on those securities. Your
notes will be paid in cash and you have no right to receive delivery of any of these securities.
Except to the extent that our common stock is included in the Market Measure, we do not control any other company included in
the Market Measure and are not responsible for any disclosure made by any other company. We currently, or in the future, may engage in
business with companies included in the Market Measure, and we or our affiliates may from time to time own securities of companies included in
the Market Measure. However, neither we nor any of our affiliates, including MLPF&S, have the ability to control the actions of any of these
companies or have undertaken any independent review of, or made any due diligence inquiry with respect to, any of these companies, unless (and
only to the extent that) our securities are represented by the Market Measure. In addition, neither we nor any of our affiliates are responsible for the
calculation of the Market Measure. You should make your own investigation into the Market Measure.
Neither the publisher of the Market Measure nor any other companies included in the Market Measure will be involved in the offering of
the notes or will have any obligation of any sort with respect to the notes. As a result, none of those companies will have any obligation to take
your interests as holders of the notes into consideration for any reason, including taking any corporate actions that might affect the value of the
securities represented by the Market Measure or the value of the notes.

PS-9
Our business activities relating to the companies represented by the Market Measure may create conflicts of interest with you.
We and our affiliates, including MLPF&S, at the time of the offering of the notes or in the future, may engage in business with the companies
represented by the Market Measure, including making loans to, equity investments in, or providing investment banking, asset management, or
other services to those companies, their affiliates, and their competitors.
In connection with these activities, we or our affiliates may receive information about those companies that we will not divulge to you or
other third parties. One or more of our affiliates have published, and in the future may publish, research reports on one or more of these companies.
This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with
purchasing or holding your notes. Any of these activities may affect the market value of your notes. We, or any of our affiliates, do not make any
representation to any purchasers of the notes regarding any matters whatsoever relating to the issuers of the securities included in the Market
Measure. Any prospective purchaser of the notes should undertake an independent investigation of the companies included in the Market Measure
to a level that, in its judgment, is appropriate to make an informed decision regarding an investment in the notes. The composition of the Market
Measure does not reflect any investment recommendations from us or our affiliates.

PS-10
USE OF PROCEEDS
We will use the net proceeds we receive from the sale of the notes for the purposes described in the accompanying prospectus under
"Use of Proceeds." In addition, we expect that we or our affiliates may use a portion of the net proceeds to hedge our obligations under the notes.

PS-11
ADDITIONAL TERMS OF THE NOTES
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General
The notes are part of a series of medium-term notes entitled "Medium-Term Notes, Series L" issued under the Senior Indenture, as
amended and supplemented from time to time. The Senior Indenture is more fully described in the prospectus supplement and prospectus. The
following description of the notes supplements the description of the general terms and provisions of the notes and debt securities set forth under
the headings "Description of the Notes" in the prospectus supplement and "Description of Debt Securities" in the prospectus. These documents
should be read in connection with this pricing supplement.
The notes will be issued in denominations of $10 and whole multiples of $10. You may transfer the notes only in whole multiples of
$10.
Prior to maturity, the notes are not repayable at our option or at your option.
The notes are not subject to any sinking fund.
The notes will be issued in book-entry form only.
The Calculation Day
If the scheduled calculation day is not a Market Measure Business Day or if there is a Market Disruption Event on that day, the
calculation day will be the immediately succeeding Market Measure Business Day during which no Market Disruption Event occurs or is
continuing; provided that the Ending Value will be determined (or, if not determinable, estimated) by the calculation agent in a manner which the
calculation agent considers commercially reasonable under the circumstances on a date no later than the second scheduled Market Measure
Business Day prior to the maturity date, regardless of the occurrence of a Market Disruption Event on that second scheduled Market Measure
Business Day. Even if the calculation day is postponed for any reason, the maturity date will not be postponed.
A "Market Measure Business Day" means a day on which (1) the New York Stock Exchange (the "NYSE") and The NASDAQ Stock
Market (the "NASDAQ"), or their successors, are open for trading and (2) the Market Measure or any successor is calculated and published.
Market Disruption Events
"Market Disruption Event" means one or more of the following events, as determined by the calculation agent in its sole discretion:

(A)
the suspension of or material limitation on trading, in each case, for more than two consecutive hours of trading, or during the
one-half hour period preceding the close of trading, on the primary exchange where the securities included in the Market Measure

trade (without taking into account any extended or after-hours trading session), in 20% or more of the securities which then
comprise the Market Measure or any successor index; and

(B)
the suspension of or material limitation on trading, in each case, for more than two consecutive hours of trading, or during the
one-half hour period preceding the close of trading, on the primary exchange that trades options contracts or futures contracts

related to the Market Measure (without taking into account any extended or after-hours trading session), whether by reason of
movements in price otherwise exceeding levels permitted by the relevant exchange or otherwise, in options contracts or futures
contracts related to the Market Measure, or any successor index.

PS-12
For the purpose of determining whether a Market Disruption Event has occurred:

(1)
a limitation on the hours in a trading day and/or number of days of trading will not constitute a Market Disruption Event if it

results from an announced change in the regular business hours of the relevant exchange;

(2)
a decision to permanently discontinue trading in the relevant futures or options contracts related to the Market Measure, or any

successor index, will not constitute a Market Disruption Event;

(3)
a suspension in trading in a futures or options contract on the Market Measure, or any successor index, by a major securities
market by reason of (a) a price change violating limits set by that securities market, (b) an imbalance of orders relating to those

contracts, or (c) a disparity in bid and ask quotes relating to those contracts will constitute a suspension of or material limitation
on trading in futures or options contracts related to the Market Measure;

(4)
a suspension of or material limitation on trading on the relevant exchange will not include any time when that exchange is closed

for trading under ordinary circumstances; and

(5)
for the purpose of clause (A) above, any limitations on trading during significant market fluctuations under NYSE Rule 80B, or
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424B2

any applicable rule or regulation enacted or promulgated by the NYSE or any other self-regulatory organization or the SEC of
similar scope as determined by the calculation agent, will be considered "material."
Adjustments to the Market Measure
The publisher of the Market Measure may make a material change in the method of calculating the Market Measure or in another way
that changes it such that it does not, in the opinion of the calculation agent, fairly represent the level of the index had those changes or
modifications not been made. In this case, the calculation agent will, at the close of business in New York, New York, on the date that the closing
level is to be calculated, make adjustments to the Market Measure. Those adjustments will be made in good faith as necessary to arrive at a
calculation of a level of the Market Measure as if those changes or modifications had not been made, and calculate the closing level of the Market
Measure, as so adjusted.
Discontinuance of the Market Measure
The publisher of the Market Measure may discontinue publication of the Market Measure. The publisher or another entity may then
publish a substitute index that the calculation agent determines, in its sole discretion, to be comparable to the original index (a "successor index").
If this occurs, the calculation agent will substitute the successor index as calculated by that publisher or any other entity and calculate the Ending
Value. If the calculation agent selects a successor index, the calculation agent will give written notice of the selection to the trustee, to us, and to
the holders of the notes.
If the publisher of the Market Measure discontinues its publication before the calculation day and the calculation agent does not select a
successor index, then on the day that would have been the calculation day, until the earlier to occur of:

· the determination of the Ending Value; and

· a determination by the calculation agent that a successor index is available,
the calculation agent will compute a substitute level for the Market Measure in accordance with the procedures last used to calculate the Market
Measure before any discontinuance. The calculation agent will make available to holders of the notes information regarding those levels by means
of Bloomberg L.P., Thomson Reuters, a website, or any other means selected by the calculation agent in its reasonable discretion.

PS-13
If a successor index is selected or the calculation agent calculates a level as a substitute for the Market Measure, the successor index or
level will be used as a substitute for all purposes, including for the purpose of determining whether a Market Disruption Event exists.
Notwithstanding these alternative arrangements, any modification or discontinuance of the publication of the Market Measure may
adversely affect trading in the notes.
Role of the Calculation Agent
The calculation agent has the sole discretion to make all determinations regarding notes as described in this pricing supplement,
including determinations regarding the Starting Value, the Ending Value, the Market Measure, the Redemption Amount, any Market Disruption
Events, a successor index, Market Measure Business Days, business days, the calculation day, and determinations related to the discontinuance of
the Market Measure. Absent manifest error, all determinations of the calculation agent will be conclusive for all purposes and final and binding on
you and us, without any liability on the part of the calculation agent.
MLPF&S will act as the calculation agent for the notes. However, we may change the calculation agent at any time without notifying
you.
Same-Day Settlement and Payment
The notes will be delivered in book-entry form only through The Depository Trust Company against payment by purchasers of the notes
in immediately available funds. We will pay the Redemption Amount in immediately available funds so long as the notes are maintained in book-
entry form.
Events of Default and Acceleration
Events of default are defined in the Senior Indenture. If such event occurs and is continuing, the amount payable to a holder of the notes
upon any acceleration permitted under the Senior Indenture will be equal to the Redemption Amount described above, determined as if the notes
matured on the date of acceleration. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited under applicable
bankruptcy law. In case of a default in payment of the notes, whether at their maturity or upon acceleration, they will not bear a default interest
rate.
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Listing
The notes will not be listed on any securities exchange or quotation system.

PS-14
THE MARKET MEASURE
All disclosures contained in this document regarding the Market Measure, including, without limitation, its make up, method of
calculation, and changes in its components, have been derived from publicly available sources. The information reflects the policies of, and is
subject to change by, S&P Dow Jones Indices LLC (the "Index Sponsor"). The Index Sponsor, which licenses the copyright and all other rights to
the Market Measure, has no obligation to continue to publish, and may discontinue publication of, the Market Measure. The consequences of the
Index Sponsor discontinuing publication of the Market Measure are discussed in the section above entitled "Additional Terms of the Notes--
Discontinuance of the Market Measure." None of us, the calculation agent, or MLPF&S accepts any responsibility for the calculation, maintenance
or publication of the Market Measure or any successor index.
The Index is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the
Market Measure is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time
compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through
1943.
The Index Sponsor chooses companies for inclusion in the Market Measure with the aim of achieving a distribution by broad industry
groupings that approximates the distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000
companies, which the Index Sponsor uses as an assumed model for the composition of the total market. Relevant criteria employed by the Index
Sponsor include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the
extent to which the market price of that company's common stock generally is responsive to changes in the affairs of the respective industry and
the market value and trading activity of the common stock of that company. Ten main groups of companies constitute the Market Measure, with the
approximate percentage of the market capitalization of the Market Measure included in each group as of September 30, 2014 indicated in
parentheses: Information Technology (19.7%); Financials (16.3%); Health Care (13.9%); Consumer Discretionary (11.7%); Industrials (10.3%);
Energy (9.7%); Consumer Staples (9.5%); Materials (3.5%); Utilities (3.0%); and Telecommunication Services (2.4%). The Index Sponsor may
from time to time, in its sole discretion, add companies to, or delete companies from, the Market Measure to achieve the objectives stated above.
The Index Sponsor calculates the Market Measure by reference to the prices of the constituent stocks of the Market Measure without
taking account of the value of dividends paid on those stocks. As a result, the return on the notes will not reflect the return you would realize if you
actually owned the Market Measure constituent stocks and received the dividends paid on those stocks.
Computation of the Market Measure
While the Index Sponsor currently employs the following methodology to calculate the Market Measure, no assurance can be given that
the Index Sponsor will not modify or change this methodology in a manner that may affect the Redemption Amount.
Historically, the market value of any component stock of the Market Measure was calculated as the product of the market price per share
and the number of then outstanding shares of such component stock. In March 2005, the Index Sponsor began shifting the Market Measure halfway
from a market capitalization weighted formula to a float-adjusted formula, before moving the Market Measure to full float adjustment on
September 16, 2005. The Index Sponsor's criteria for selecting stocks for the Market Measure did not change with the shift to float adjustment.
However, the adjustment affects each company's weight in the Market Measure.
Under float adjustment, the share counts used in calculating the Market Measure reflect only those shares that are available to investors,
not all of a company's outstanding shares. Float adjustment excludes shares that are closely held by control groups, other publicly traded companies
or government agencies.

PS-15
In September 2012, all shareholdings representing more than 5% of a stock's outstanding shares, other than holdings by "block owners,"
were removed from the float for purposes of calculating the Market Measure. Generally, these "control holders" will include officers and directors,
private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners, holders of
restricted shares, ESOPs, employee and family trusts, foundations associated with the company, holders of unlisted share classes of stock,
government entities at all levels (other than government retirement/pension funds) and any individual person who controls a 5% or greater stake in
a company as reported in regulatory filings. However, holdings by block owners, such as depositary banks, pension funds, mutual funds and ETF
providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance companies, asset managers and
investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.
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Document Outline

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