Obbligazione Bank of America Corporation 5.48% ( US06048WMN73 ) in USD

Emittente	Bank of America Corporation
Prezzo di mercato	100 USD ⇌
Paese	Stati Uniti
Codice isin	US06048WMN73 ( in USD )
Tasso d'interesse	5.48% per anno ( pagato 2 volte l'anno)
Scadenza	15/06/2016 - Obbligazione è scaduto
La brochure del prospetto in formato PDF
Importo minimo	1 000 USD
Importo totale	42 531 000 USD
Cusip	06048WMN7
Standard & Poor's ( S&P ) rating	BBB+ ( Lower medium grade - Investment-grade )
Moody's rating	Baa1 ( Lower medium grade - Investment-grade )
Descrizione dettagliata	Bank of America Corporation è una delle maggiori istituzioni finanziarie globali, offrendo una vasta gamma di servizi bancari e finanziari a privati, aziende e istituzioni. The Obbligazione issued by Bank of America Corporation ( United States ) , in USD, with the ISIN code US06048WMN73, pays a coupon of 5.48% per year. The coupons are paid 2 times per year and the Obbligazione maturity is 15/06/2016 The Obbligazione issued by Bank of America Corporation ( United States ) , in USD, with the ISIN code US06048WMN73, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency. The Obbligazione issued by Bank of America Corporation ( United States ) , in USD, with the ISIN code US06048WMN73, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Term Sheet
http://www.sec.gov/Archives/edgar/data/70858/000119312512266928/d...
424B2 1 d365117d424b2.htm TERM SHEET
CALCULATION OF REGISTRATION FEE

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

Registered

Unit

Offering Price

Fee(1)
Fixed to Floating Rate Notes with a Minimum
Coupon, due June 15, 2016

42,531

$1,000

$42,531,000
$4,874.05

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Term Sheet
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-180488

The Fixed to Floating Rate Notes with a Minimum Coupon (the "notes") are being offered by Bank of America Corporation ("BAC"). The notes will have the terms
specified in this term sheet as supplemented by the documents indicated below under "Additional Terms" (together, the "Note Prospectus"). Investing in the notes
involves a number of risks. There are important differences between the notes and a conventional debt security, including different investment risks.
See "Risk Factors" beginning on page TS-3 of this term sheet and beginning on page S-5 of the MTN prospectus supplement identified below under
"Additional Terms." The notes:

Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

In connection with this offering, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is acting in its capacity as principal for your account.
None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or disapproved of
these securities or determined if this Note Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Unit
Total

Public offering price (1)

$1,000.00
$42,531,000
Underwriting commission

$10.00

$425,310

Proceeds, before expenses, to Bank of America Corporation

$990.00

$42,105,690

(1)
Plus accrued interest from the scheduled settlement date, if settlement occurs after that date.
Merrill Lynch & Co.

June 7, 2012

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2 of 12
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Term Sheet
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with a Minimum Coupon, due June 15, 2016

The Fixed to Floating Rate Notes with a Minimum Coupon, due June 15, 2016 (the "notes"), are our senior debt securities and are not secured by collateral. The
notes will rank equally with all of our other senior unsecured indebtedness from time to time outstanding, and any payments due on the notes,
including any repayment of principal, will be subject to the credit risk of BAC. The notes 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 and not insured by the Federal Deposit Insurance Corporation or any other governmental
agency.
From the settlement date to, but excluding, June 15, 2013, the notes will bear interest at the fixed rate of 5.48% per annum. From June 15, 2013 to, but excluding,
the maturity date, the notes will bear interest at a floating rate equal to 3-month LIBOR (the "Reference Rate") plus 1.75% (the "Spread"). During the Floating Rate
Period, the interest rate payable on the notes will not be less than 1.75% per annum (the "Minimum Coupon").
Capitalized terms used but not defined in this term sheet have the meanings set forth in the MTN prospectus supplement. Unless otherwise indicated or unless the
context requires otherwise, all references in this document to "we," "us," "our," or similar references are to BAC.

Issuer:
Bank of America Corporation ("BAC")

Original Offering Price: $1,000.00 per unit

Term:
Four years

Payment at Maturity:
At maturity, you will receive for each unit of your notes a cash payment of $1,000 plus any accrued and unpaid interest, subject to our

credit risk. See "Risk Factors -- 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" on page TS-3 of this term sheet.

Interest Periods:
Quarterly. Each interest period (other than the first interest period, which will begin on the settlement date) will begin on, and will

include, an interest payment date, and will extend to, but will exclude, the next succeeding interest payment date (or the maturity date,
as applicable).

Interest Payment Dates: March 15, June 15, September 15, and December 15 of each year, beginning on September 15, 2012, with the final interest payment

due on the maturity date, subject to postponement as described in the section entitled "Other Terms of the Notes -- Interest"
beginning on page TS-5 of this term sheet.

Interest Rate:
Fixed Rate Period. From the settlement date to, but excluding, June 15, 2013, the notes will bear interest at a fixed rate of 5.48% per

annum.

Floating Rate Period. From June 15, 2013 to, but excluding, the maturity date (the "Floating Rate Period"), the notes will bear interest
at a per annum floating rate equal to the Reference Rate plus the Spread. The minimum rate of interest payable on the notes during
the Floating Rate Period will be the Minimum Coupon.

For additional information as to the calculation of interest during the Floating Rate Period, see "Description of Debt Securities --
Floating-Rate Notes" beginning on page 15 of the prospectus.

Spread:
1.75%

Minimum Coupon:
1.75% per annum

Reference Rate:
3-Month U.S. Dollar LIBOR that appears on Reuters page LIBOR01, or any page substituted for that page, as of 11:00 A.M., London

time, on the applicable London Banking Day (as defined below), as determined by the calculation agent in the manner described in the
section entitled "Other Terms of the Notes -- Interest" on page TS-5 of this term sheet. The Reference Rate is more ful y described
beginning on page TS-7.

Day Count Fraction:
30/360

Listing:
The notes will not be listed on any securities exchange.

Calculation Agent:
Merrill Lynch Capital Services, Inc. ("MLCS"), a subsidiary of BAC

Fees Charged:
The public offering price of the notes includes the underwriting commission of $10.00 per unit as listed on the cover page and an

additional charge of $7.50 per unit as more fully described on page TS-6.

Fixed to Floating Rate Notes
TS-2
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with a Minimum Coupon, due June 15, 2016

Your investment in the notes entails significant risks, many of which differ from those of a conventional debt security. An investment in the notes involves
significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the "Risk Factors" sections
beginning on page S-5 of the MTN prospectus supplement identified below under "Additional Terms." We also urge you to consult your investment, legal, tax,
accounting, and other advisors before you invest in the notes.
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 each payment of interest and the principal amount at maturity is dependent upon our
ability to repay our obligations on the applicable interest payment date and the maturity date. No assurance can be given as to what our financial condition will be on
any payment date. If we default upon our financial obligations, you may not receive any payments due on the notes.
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 our credit spreads 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 Reference Rate during the Floating
Rate Period, an improvement in our credit ratings will not reduce the other investment risks related to the notes.
We have included in the terms of the notes the costs of developing, hedging, and distributing them, and the price, if any, at which you may sell the
notes in any secondary market transaction will likely be less than the public offering price due to, among other things, the inclusion of these costs.
In determining the economic terms of notes, and consequently the potential return on notes to you, a number of factors are taken into account. Among these factors
are certain costs associated with developing, hedging, and offering the notes. In addition to the underwriting commission, the applicable public offering price may
include a hedging related charge, which reflects an estimated profit earned by one of our affiliates from the hedging related transactions associated with the notes,
as described on page TS-6. In entering into the hedging arrangements for the notes, we seek competitive terms and may enter into hedging transactions with one of
our affiliates. All of these charges related to the notes reduce the economic terms of the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which MLPF&S or another purchaser might be willing to
purchase your notes in a secondary market transaction is expected to be less than the applicable public offering price due to, among other things, the inclusion of
these costs and the costs of unwinding any related hedging.
The quoted price of any of our affiliates for the notes could be higher or less than the applicable public offering price.
A trading market is not expected to develop for the notes. MLPF&S is not obligated to make a market for, or to repurchase, the notes.
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. 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 it is not required to do so. MLPF&S may discontinue its
market-making activities as to the notes at any time. To 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 for 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 less than if an active market existed.
If you attempt to sell the 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 of the notes.
Unlike savings accounts, certificates of deposit, and other similar investment products, 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 sel 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 al , are
stated below. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another
factor. The following paragraphs describe the expected impact on the market value of the notes from a change in a specific factor, assuming all other conditions
remain constant.

· Changes in Interest Rates. Changes in prevailing interest rates may adversely impact the market value of the notes. However, as the levels of prevailing
interest rates increase or decrease, the market value of the notes is not expected to increase or decrease at the same rate.

· Volatility of Market Interest Rates. Volatility is the term used to describe the size and frequency of market fluctuations. An unsettled international

environment and related uncertainties may result in greater interest rate volatility, which may continue over the term of the notes. Increases or decreases
in the volatility of market interest rates have an adverse impact on the market value of the notes.

· Economic and Other Conditions Generally. The general economic conditions of the capital markets in the U.S. and globally, as well as geopolitical
conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally, may affect the value of the notes.

· Our Financial Condition and Creditworthiness. Our perceived creditworthiness, including any increases in our credit spreads and 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.

Fixed to Floating Rate Notes
TS-3
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Term Sheet
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with a Minimum Coupon, due June 15, 2016

· 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 cal ed

a time "value," "premium," or "discount," and reflects expectations concerning market interest rates 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 remaining payments on the notes.
Our hedging activities may affect the market value of the notes.
We, or one or more of our affiliates, including MLPF&S, may engage in hedging activities that may increase or decrease the market value of the notes prior to
maturity. In addition, we or one or more of our affiliates, including MLPF&S, may purchase or otherwise acquire a long or short position in the notes. We or any of
our affiliates, including MLPF&S, may hold or resell the notes. We cannot assure you that these activities will not affect the market value of the notes prior to
maturity.
Our trading and hedging activities may create conflicts of interest with you.
We or one or more of our affiliates, including MLPF&S, may engage in trading activities that are not for your account or on your behalf. We expect to enter into
arrangements to hedge the market risks associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the
hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates. 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, but which could also
result in a loss for the hedging counterparty. These trading and hedging activities may present a conflict of interest between your interest in the notes and the
interests we and our affiliates may have in our and our affiliates' proprietary accounts, in facilitating transactions for our and our affiliates' customers, and in
accounts under our and our affiliates' management. These trading and underwriting activities could affect secondary trading in the notes in a manner that would be
adverse to your interests as a beneficial owner of the notes.
There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the calculation agent.
Our subsidiary, MLCS, is the calculation agent for the notes and, as such, will determine the rate of interest on the notes for each interest period during the Floating
Rate Period. Under some circumstances, these duties could result in a conflict of interest between MLCS's status as our subsidiary and its responsibilities as
calculation agent. These conflicts could occur, for instance, in connection with judgments that it would be required to make if the Reference Rate is unavailable on
any interest determination period, as described beginning on page 18 of the prospectus. The calculation agent will be required to carry out its duties in good faith
and using its reasonable judgment. However, because we expect to control the calculation agent, potential conflicts of interest could arise.

Fixed to Floating Rate Notes
TS-4
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with a Minimum Coupon, due June 15, 2016

You may wish to consider an investment in the notes if:
The notes may not be an appropriate investment for you if:

§
You anticipate that the sum of the interest payments on the notes will be
§
You anticipate that the sum of the interest payments on the notes will not
sufficient to provide you with your desired return.
be sufficient to provide you with your desired return.

§
You accept that, although you will be entitled to receive the principal
§
You seek an investment with a fixed or guaranteed rate of return
amount of the notes at maturity, the interest rate applicable to each
throughout the term of the notes.
quarterly interest period of the notes during the Floating Rate Period

above the Minimum Coupon is uncertain.
§
You seek assurances that there will be a liquid market if and when you

want to sel the notes prior to maturity.
§
You are willing to accept that a trading market is not expected to develop

for the notes. You understand that secondary market prices for the notes,
§
You are unwilling or are unable to assume the credit risk associated with
if any, will be affected by various factors, including our actual and
us, as the issuer of the notes.
perceived creditworthiness.

§
You are willing to accept that all payments on the notes depend on our
creditworthiness, as the issuer of the notes.

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 identified below under "Additional Terms." 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 term sheet.
The notes will be issued in denominations of whole units. Each unit will have a principal amount of $1,000. You may transfer the notes only in whole units. The notes
will mature on June 15, 2016.
Prior to maturity, the notes are not repayable at our option or your option. The notes are not subject to any sinking fund.
The notes will be issued in book-entry form only.
Interest
If any interest payment date, including the maturity date of the notes, falls on a day that is not a business day, no adjustment will be made to the length of the
corresponding interest period; however, we will make the required payment on the next business day and no additional interest will accrue in respect of the payment
made on the next business day.
The interest rate for each quarterly interest period during the Floating Rate Period will be reset on the first day of that interest period, which we refer to as the
"interest reset date." For each such interest period, the applicable rate of interest will be determined on the second London Banking Day preceding the applicable
interest reset date (each, an "interest determination date"). The calculation agent will determine the applicable interest rate for each interest period in the Floating
Rate Period. Once determined by the calculation agent, the applicable interest rate for each such quarterly interest period will apply from and including the interest
reset date, through, but excluding, the next interest reset date (or maturity date, as applicable).
A "London Banking Day" is a day on which commercial banks are open for business (including dealings in U.S. dollars) in London, England.
A "business day" means any day other than a day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive
order to close or a day on which transactions in U.S. dollars are not conducted.
For as long as the notes are held in book-entry only form, the record date for each payment of interest will be the business day prior to the payment date. If the
notes are issued at any time in a form that is other than book-entry only, the regular record date for an interest payment date will be the 15th day of the calendar
month preceding the interest payment date.
For additional information as to the calculation of interest on the notes, including the determination of the Reference Rate during the Floating Rate Period, see
"Description of Debt Securities -- Fixed-Rate Notes" and " -- Floating-Rate Notes" beginning on page 15 of the prospectus. If the Reference Rate cannot be
determined as provided in the first three subparagraphs of "Description of Debt Securities -- Floating-Rate Notes-LIBOR Notes" on the first interest determination
date for the Floating Rate Period, then the calculation agent will determine the Reference Rate on that day in a manner which it considers commercially reasonable
under the circumstances.
Payment at Maturity
If the maturity date of the notes falls on a day that is not a business day, we will make the required payment on the next business day and no interest will accrue in
respect of the payment made on the next business day.
Role of the Calculation Agent
The calculation agent has the sole discretion to make all determinations regarding the notes, including determinations regarding the interest rate for each applicable
interest period during the Floating Rate Period, the amount of each interest payment, London Banking Days, and business days. Absent manifest error, all
determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent.

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Fixed to Floating Rate Notes
TS-5
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with a Minimum Coupon, due June 15, 2016

We have initially appointed our subsidiary, MLCS, as the calculation agent, but we may change the calculation agent at any time without notifying you.
Events of Default and Rights of Acceleration
If an event of default (as defined in the Senior Indenture) occurs and is continuing, holders of the notes may accelerate the maturity of the notes, as described under
"Description of Debt Securities -- Events of Default and Rights of Acceleration" in the prospectus identified below under "Additional Terms." Upon an event of
default, you will be entitled to receive the principal amount plus accrued and unpaid interest through the payment date. In case of an event of default, the notes will
not bear a default interest rate.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date. Under Rule
15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than three business days prior to the original issue date will be
required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange.
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and will participate as selling agent in the
distribution of the notes. Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members. MLPF&S may not make
sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term
sheet, and will receive the indicated underwriting commission. The public offering price includes, in addition to the underwriting commission, a charge of
approximately $7.50 per unit, reflecting an estimated profit earned by MLPF&S from transactions through which the notes are structured and resulting obligations
hedged. Actual profits or losses from these hedging transactions may be more or less than this amount. In entering into the hedging arrangements for the notes, we
seek competitive terms and may enter into hedging transactions with MLPF&S or another of our affiliates.
All charges related to the notes, including the underwriting commission and the hedging related costs and charges, reduce the economic terms of the notes. For
further information regarding these charges, our trading and hedging activities and conflicts of interest, see "Risk Factors" beginning on page TS-3 and "Use of
Proceeds" on page 11 of the prospectus identified below under "Additional Terms."
If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices.
MLPF&S may act as principal or agent in these transactions; however it is not obligated to engage in any such transactions.
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate entry on Schedule 1 to the Master Registered Global Senior
Note, dated March 30, 2012 (the "Master Note") identifying the notes offered hereby as supplemental obligations thereunder in accordance with the instructions of
BAC, and the notes have been delivered against payment therefor as contemplated in this term sheet and the related prospectus supplement and prospectus, all in
accordance with the provisions of the Senior Indenture, such notes will be legal, valid and binding obligations of BAC, subject to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable
principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) (or any successor statute) and any bank
regulatory powers now or hereafter in effect and to the application of principles of public policy. This opinion is given as of the date hereof and is limited to the federal
laws of the United States, the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions
of the Delaware Constitution and reported judicial decisions interpreting the foregoing). In addition, this opinion is subject to the assumption that the trustee's
certificate of authentication of the Master Note has been manually signed by one of the trustee's authorized officers and to customary assumptions about the
trustee's authorization, execution and delivery of the Senior Indenture, the validity, binding nature and enforceability of the Senior Indenture with respect to the
trustee, the legal capacity of natural persons, the genuineness of signatures, the authenticity of all documents submitted to McGuireWoods LLP as originals, the
conformity to original documents of all documents submitted to McGuireWoods LLP as photocopies thereof, the authenticity of the originals of such copies and
certain factual matters, all as stated in the letter of McGuireWoods LLP dated March 30, 2012, which has been filed as an exhibit to BAC's Registration Statement
relating to the notes filed with the SEC on March 30, 2012.

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Term Sheet
http://www.sec.gov/Archives/edgar/data/70858/000119312512266928/d...

with a Minimum Coupon, due June 15, 2016

The Reference Rate, 3-Month U.S. Dollar LIBOR, will be determined based on Reuters page LIBOR01, or any page substituted for that page, as of 11:00 A.M.,
London time, on the applicable London Banking Day. For additional information as to the determination of the Reference Rate, see "Description of Debt Securities
-- Floating-Rate Notes -- LIBOR Notes" on page 18 of the prospectus.
The following graph sets forth the monthly historical performance of the Reference Rate in the period from January 2007 through May 2012. Any historical upward or
downward trend in the Reference Rate during any period set forth below is not an indication that the Reference Rate is more or less likely to increase or decrease
at any time over the term of the notes. On the pricing date, the Reference Rate was 0.46785%.

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Term Sheet
http://www.sec.gov/Archives/edgar/data/70858/000119312512266928/d...

with a Minimum Coupon, due June 15, 2016

The following summary of the material U.S. federal income tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of
Morrison & Foerster LLP, our tax counsel. The fol owing discussion supplements the discussions under "U.S. Federal Income Tax Considerations" in the
accompanying prospectus and under "U.S. Federal Income Tax Considerations" in the accompanying prospectus supplement and is not exhaustive of all possible
tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), regulations promulgated under the Code by the
U.S. Treasury Department ("Treasury") (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements
of the Internal Revenue Service ("IRS"), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly
with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax
consequences described below. This summary does not include any description of the tax laws of any state or local governments, or of any foreign government,
that may be applicable to a particular holder.
This summary is directed solely to U.S. Holders and Non-U.S. Holders that, except as otherwise specifically noted, will purchase the notes upon original issuance
and will hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means property held for investment, and that are not
excluded from the discussion under "U.S. Federal Income Tax Considerations" in the accompanying prospectus. This summary assumes that the issue price of the
notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as wel as
any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.
U.S. Holders
The notes will be treated as variable rate debt instruments providing for stated interest at a single fixed rate and one or more qualified floating rates. Under Treasury
regulations applicable to such instruments, you generally will be required to account for interest on the notes as described below. You will be required to construct
an "equivalent fixed rate debt instrument" for the notes and apply the general rules applicable to debt instruments described under the section of the prospectus
entitled "U.S. Federal Income Tax Considerations -- Taxation of Debt Securities." The applicable rules require (i) replacing the initial fixed rate by a "qualified floating
rate" that would preserve the fair market value of the notes, and (ii) determining the fixed rate substitute for each floating rate. The fixed rate substitute for each
qualified floating rate is the value of the rate on the issue date of the notes. The equivalent fixed rate debt instrument is the hypothetical instrument that has terms
that are identical to those of the notes, except that the equivalent fixed rate debt instrument provides for the fixed rate substitutes in lieu of the rates on the notes.
Under these rules, the equivalent fixed rate debt instrument will have stated interest equal to the fixed rate substitutes. The amount of OID is determined for the
equivalent fixed rate debt instrument under the rules applicable to fixed rate debt instruments and is taken into account as if the holder held the equivalent fixed rate
debt instrument. Please see the discussion in the prospectus under the section entitled "U.S. Federal Income Tax Considerations -- Taxation of Debt Securities --
Consequences to U.S. Holders -- Original Issue Discount" for a discussion of these rules. Under these rules, based on the rates in effect as of the date of this term
sheet, we expect that the notes may be issued with OID. You will be required to make appropriate adjustments for interest actually paid on the notes. Qualified
stated interest and OID, if any, allocable to an accrual period must be increased (or decreased) if the interest actually accrued or paid during an accrual period
exceeds (or is less than) the interest assumed to be accrued or paid during the accrual period under the equivalent fixed rate debt instrument. This increase or
decrease is an adjustment to qualified stated interest for the accrual period if the equivalent fixed rate debt instrument provides for qualified stated interest and the
increase or decrease is reflected in the amount actually paid during the accrual period. Otherwise, this increase or decrease is an adjustment to OID, if any, for the
accrual period.
Upon the sale, exchange, retirement, or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference between the amount realized
upon the sale, exchange, retirement, or other disposition (less an amount equal to any accrued interest not previously included in income if the note is disposed of
between interest payment dates, which will be included in income as interest income for U.S. federal income tax purposes) and the U.S. Holder's adjusted tax basis
in the note. A U.S. Holder's adjusted tax basis in a note generally will be the cost of the note to such U.S. Holder, increased by any OID previously included in
income with respect to the note, and decreased by the amount of any payment (other than a payment of qualified stated interest) received in respect of the note.
Any gain or loss realized on the sale, exchange, retirement, or other disposition of a note generally will be capital gain or loss and will be long-term capital gain or
loss if the note has been held for more than one year. The ability of U.S. Holders to deduct capital losses is subject to limitations under the Code.
Non-U.S. Holders
Please see the discussion under "U.S. Federal Income Tax Considerations -- Taxation of Debt Securities -- Consequences to Non-U.S. Holders" in the
accompanying prospectus for the material U.S. federal income tax consequences that will apply to Non-U.S. Holders of the notes.
Backup Withholding and Information Reporting
Please see the discussion under "U.S. Federal Income Tax Considerations -- Taxation of Debt Securities -- Backup Withholding and Information Reporting" in the
accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on the notes.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as wel as
any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.

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