Obligation Bank of America Corporation 6.25% ( US060505EH35 ) en USD

Société émettrice	Bank of America Corporation
Prix sur le marché	100 % ⇌
Pays	Etats-Unis
Code ISIN	US060505EH35 ( en USD )
Coupon	6.25% par an ( paiement semestriel )
Echéance	Perpétuelle
Prospectus brochure sous format PDF
Montant Minimal	1 000 USD
Montant de l'émission	2 000 000 000 USD
Cusip	060505EH3
Notation Standard & Poor's ( S&P )	BBB- ( Qualité moyenne inférieure )
Notation Moody's	N/A
Prochain Coupon	05/09/2026 ( Dans 27 jours )
Description détaillée	Bank of America Corporation est une société de services financiers multinationale américaine offrant une large gamme de produits et services bancaires aux particuliers, aux entreprises et aux institutions financières, notamment des services de dépôt, de prêt, d'investissement et de gestion de patrimoine. L'Obligation émise par Bank of America Corporation ( Etats-Unis ) , en USD, avec le code ISIN US060505EH35, paye un coupon de 6.25% par an. Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle L'Obligation émise par Bank of America Corporation ( Etats-Unis ) , en USD, avec le code ISIN US060505EH35, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d782084d424b5.htm 424B5
CALCULATION OF REGISTRATION FEE

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

Registered

Unit

Price

Fee(1)
Depositary Shares, each representing a 1/25th interest in a Share
of Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series X

2,000,000

$1,000
$2,000,000,000
$257,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-180488
2,000,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of Fixed-to-Floating
Rate Non-Cumulative Preferred Stock, Series X
Bank of America Corporation is offering 2,000,000 depositary shares, each representing a 1/25th interest in a share of our perpetual Fixed-to-
Floating Rate Non-Cumulative Preferred Stock, Series X, $0.01 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000
per depositary share) (the "Preferred Stock"). Each depositary share entitles the holder, through the depository, to a proportional fractional interest
in all rights and preferences of the Preferred Stock represented by the depositary share.
We may at our option redeem the Preferred Stock at any time on or after September 5, 2024, in whole or in part, at a redemption price equal to
$25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and unpaid dividends for the then-current dividend period to but
excluding the redemption date, without accumulation of any undeclared dividends. We also may redeem the Preferred Stock upon certain events
involving capital treatment as described in this prospectus supplement. Redeeming the Preferred Stock will cause the corresponding depositary
shares to be redeemed.
Holders of the Preferred Stock will be entitled to receive, only when, as, and if declared by our board of directors or a duly authorized committee
of our board, and to the extent we have funds legally available for the payment of dividends, cash dividends at a rate equal to (1) 6.250% per
annum (equivalent to $62.50 per depositary share per annum) for each semi-annual dividend period from the original issue date of the Preferred
Stock to, but excluding, September 5, 2024, and (2) three-month LIBOR plus a spread of 3.705% per annum for each quarterly dividend period
beginning September 5, 2024. When, as, and if declared by our board of directors or a duly authorized committee of our board, we will pay the
semi-annual dividend payments, in arrears, on March 5 and September 5 of each year beginning March 5, 2015, and quarterly dividend payments,
in arrears, on March 5, June 5, September 5, and December 5 of each year beginning on December 5, 2024. Dividends on the Preferred Stock will
not be cumulative.
We do not intend to apply to list the depositary shares or the Preferred Stock on any securities exchange.
Concurrently with this offering of depositary shares representing interests in the Preferred Stock, we are offering depositary shares each
representing a 1/1,000th ownership interest in a share of our 6.625% Non-Cumulative Preferred Stock, Series W (the "Series W Preferred Stock").
The depositary shares representing interests in the Series W Preferred Stock are being offered pursuant to a separate prospectus supplement.
Neither offering is contingent upon the other.
Investing in the depositary shares involves risks. See "Risk Factors" beginning on page S-8.

The depositary shares are unsecured and are not savings accounts, deposits, or other obligations of a bank. The depositary shares are not
guaranteed by Bank of America, N.A. or any other bank and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.

Per Depositary
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424B5

Share

Total

Public offering price(1)

$
1,000
$2,000,000,000
Underwriting commissions

$
15
$
30,000,000
Proceeds to Bank of America Corporation (before expenses)(1)

$
985
$1,970,000,000

(1)
Plus accrued cash dividends, if any, that may be declared from September 5, 2014 to the date of delivery.
The underwriters expect to deliver the depositary shares in book-entry only form through the facilities of The Depository Trust Company on or
about September 5, 2014.
Sole Book-Runner
BofA Merrill Lynch
Goldman, Sachs & Co.

ANZ Securities

BBVA

Capital One Securities

CIBC

Rabobank International
ING

Lloyds Securities

MUFG

nabSecurities, LLC

Natixis
RBS

Santander

Scotiabank

SOCIETE GENERALE

Standard Chartered Bank

CastleOak Securities, L.P.

Drexel Hamilton

Great Pacific Securities
Loop Capital Markets
MFR Securities, Inc.

Mischler Financial Group, Inc.

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
Prospectus Supplement to Prospectus dated March 30, 2012
September 2, 2014
TABLE OF CONTENTS

Prospectus Supplement

Page

Page
Description of Universal Warrants

38
About this Prospectus Supplement

S-3
Modification

39
Summary

S-4
Enforceability of Rights of Warrantholders; No Trust Indenture
Risk Factors

S-8
Act Protection

39
Description of the Preferred Stock

S-13
Unsecured Obligations

40
General

S-13
Description of Purchase Contracts

40
Dividends

S-13
General

40
Liquidation Rights

S-16
Purchase Contract Property

40
Optional Redemption

S-17
Information in Supplement

41
Voting Rights

S-18
Prepaid Purchase Contracts; Applicability of Indenture

42
Preemptive and Conversion Rights

S-20
Non-Prepaid Purchase Contracts; No Trust Indenture Act
Outstanding Preferred Stock

S-20
Protection

42
Authorized Classes of Preferred Stock

S-21
Pledge by Holders to Secure Performance

43
Concurrent Offering

S-42
Settlement of Purchase Contracts That Are Part of Units

43
Additional Classes or Series of Stock

S-42
Failure of Holder to Perform Obligations

43
Depository, Transfer Agent, and Registrar

S-42
Unsecured Obligations

43
Calculation Agent

S-42
Description of Units

44
Description of the Depositary Shares

S-43
General

44
General

S-43
Unit Agreements: Prepaid, Non-Prepaid, and Other

45
Dividends and Other Distributions

S-43
Modification

45
Redemption of Depositary Shares

S-44
Enforceability of Rights of Unitholders; No Trust Indenture Act
Voting the Preferred Stock

S-44
Protection

45
Form and Notices

S-44
Unsecured Obligations

46
Registration and Settlement

S-45
Description of Preferred Stock

46
Book-Entry System

S-45
General

46
Same Day Settlement

S-45
The Preferred Stock

48
Payment of Dividends

S-45
Description of Depositary Shares

49
Notices

S-46
General

49
U.S. Federal Income Tax Considerations

S-47
Terms of the Depositary Shares

50
ERISA Considerations

S-48
Withdrawal of Preferred Stock

50
Underwriting (Conflicts of Interest)

S-49
Dividends and Other Distributions

50
Selling Restrictions

S-51
Redemption of Depositary Shares

51
Legal Matters

S-53
Voting the Deposited Preferred Stock

51
Prospectus

Amendment and Termination of the Deposit Agreement

51

Page
Charges of Depository

52
About this Prospectus

3
Miscellaneous

52
Prospectus Summary

4
Resignation and Removal of Depository

52
Risk Factors

8
Description of Common Stock

52
Currency Risks

8
General

52
Other Risks

10
Voting and Other Rights

53
Bank of America Corporation

11
Dividends

53
Use of Proceeds

11
Registration and Settlement

54
Description of Debt Securities

12
Book-Entry Only Issuance

54
General

12
Certificates in Registered Form

54
The Indentures

12
Street Name Owners

55
Form and Denomination of Debt Securities

13
Legal Holders

55
Different Series of Debt Securities

14
Special Considerations for Indirect Owners

55
Fixed-Rate Notes

15
Depositories for Global Securities

56
Floating-Rate Notes

15
Special Considerations for Global Securities

60
Indexed Notes

23
Registration, Transfer, and Payment of Certificated Securities

61
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Floating-Rate/Fixed-Rate/Indexed Notes

24
U.S. Federal Income Tax Considerations

62
Original Issue Discount Notes

24
Taxation of Debt Securities

63
Payment of Principal, Interest, and Other Amounts Due

24
Taxation of Common Stock, Preferred Stock, and Depositary
No Sinking Fund

27
Shares

78
Redemption

27
Taxation of Warrants

84
Repayment

27
Taxation of Purchase Contracts

84
Repurchase

27
Taxation of Units

84
Conversion

28
Reportable Transactions

84
Exchange, Registration, and Transfer

28
Foreign Account Tax Compliance Act

85
Subordination

28
EU Directive on the Taxation of Savings Income

86
Sale or Issuance of Capital Stock of Banks

29
Plan of Distribution (Conflicts of Interest)

87
Limitation on Mergers and Sales of Assets

30
Distribution Through Underwriters

87
Waiver of Covenants

30
Distribution Through Dealers

88
Modification of the Indentures

30
Distribution Through Agents

88
Meetings and Action by Securityholders

31
Direct Sales

88
Events of Default and Rights of Acceleration

31
General Information

88
Collection of Indebtedness

31
Market-Making Transactions by Affiliates

89
Payment of Additional Amounts

32
Conflicts of Interest

89
Redemption for Tax Reasons

35
ERISA Considerations

91
Defeasance and Covenant Defeasance

35
Where You Can Find More Information

93
Notices

36
Forward-Looking Statements

94
Concerning the Trustees

37
Legal Matters

94
Governing Law

37
Experts

95
Description of Warrants

37
General

37
Description of Debt Warrants

37

S-2
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement describes the specific terms of the Preferred Stock and the related depositary shares, and supplements the
description of our preferred stock and depositary shares included in the attached prospectus. In considering an investment in the depositary shares,
you should rely only on the information included or incorporated by reference in this prospectus supplement and the attached 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. If information in this prospectus supplement is inconsistent with the attached prospectus, the information in this prospectus
supplement supersedes the information in the attached prospectus. The delivery of this prospectus supplement, at any time, does not imply that
there has been no change in our affairs since the date of this prospectus supplement or that the information in this prospectus supplement or the
attached prospectus is correct as of any time after that date.
This prospectus supplement and the attached prospectus do not constitute an offer to sell or the solicitation of an offer to buy the depositary
shares in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the attached prospectus
and the offering of the depositary shares in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the
attached prospectus, you should find out about and observe these restrictions. See "Underwriting."
This prospectus supplement has been prepared on the basis that any offer of the depositary shares in any Member State of the European
Economic Area (each, a "Relevant Member State") which has implemented the Prospectus Directive (2003/71/EC) and amendments thereto (the
"Prospectus Directive") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State,
from the requirement to publish a prospectus for offers of the depositary shares. Accordingly, any person making or intending to make an offer in
that Relevant Member State of the depositary shares which are the subject of the offering contemplated in this prospectus supplement and the
attached prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer. Neither we nor the underwriters have authorized, and neither we nor they authorize, the making of any offer of the depositary
shares in circumstances in which an obligation arises for us or the underwriters to publish or supplement a prospectus for such offer.
Unless otherwise indicated or the context requires otherwise, all references in this prospectus supplement to "Bank of America," "the
Corporation," "we," "us," and "our" are to Bank of America Corporation. Capitalized terms used, but not defined, in this prospectus supplement
are defined in the attached prospectus.
Persons outside the United States who come into possession of this prospectus supplement and the attached prospectus must inform
themselves about and observe any restrictions relating to the offering of the depositary shares and the distribution of this prospectus
supplement and the attached prospectus outside of the United States.

S-3
SUMMARY
The following information about the depositary shares and the Preferred Stock summarizes, and should be read in conjunction with, the
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424B5
information contained in this prospectus supplement and in the attached prospectus.
Securities Offered
We are offering 2,000,000 depositary shares representing interests in our Preferred Stock, with each share of Preferred Stock having a
liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share). Each depositary share represents a 1/25th interest in a
share of the Preferred Stock. Each depositary share entitles the holder to a proportional fractional interest in the Preferred Stock represented by
that depositary share, including dividend, voting, redemption, and liquidation rights.
We may elect from time to time to issue additional depositary shares representing interests in the Preferred Stock, without notice to, or
consent from, the existing holders of Preferred Stock, and all those additional depositary shares would be deemed to form a single series with
the Preferred Stock, described by this prospectus supplement and the attached prospectus.
Concurrently with this offering of 2,000,000 depositary shares representing interests in the Preferred Stock, we are offering depositary
shares each representing a 1/1,000th interest in a share of our Series W Preferred Stock. The depositary shares representing interests in the
Series W Preferred Stock are being offered pursuant to a separate prospectus supplement. Neither offering is contingent upon the other.
Dividends
We will pay cash dividends on the Preferred Stock only when, as, and if declared by our board of directors or a duly authorized
committee of our board, and to the extent that we have funds legally available for the payment of such dividends, from the date of issuance to,
but excluding, September 5, 2024, at a rate of 6.250% per annum (equivalent to $62.50 per depositary share per annum), payable semi-
annually, in arrears. Thereafter, we will pay cash dividends on the Preferred Stock when, as, and if declared by our board of directors or a duly
authorized board committee at a floating rate equal to three-month LIBOR plus a spread of 3.705% per annum, payable quarterly, in arrears
(each such rate, a "dividend rate").
Dividends on the Preferred Stock will not be cumulative. Accordingly, if for any reason our board of directors or a duly authorized
committee of our board does not declare a dividend on the Preferred Stock for a dividend period prior to the related dividend payment date,
that dividend will not cumulate and will cease to accrue, and we will have no obligation to pay a dividend for that dividend period on the
applicable dividend payment date or at any time in the future, whether or not our board of directors or a duly authorized committee of our
board declares a dividend on the Preferred Stock or any other series of our preferred stock or common stock for any future dividend period. A
"dividend period" is the period from, and including, a dividend payment date (as defined below) to, but excluding, the next dividend payment
date, except that the initial dividend period will begin on and include the original issue date of the depositary shares and the Preferred Stock.
So long as any share of Preferred Stock remains outstanding, (1) no dividend will be declared and paid or set aside for payment and no
distribution will be declared and made or set aside for payment on any junior stock (as defined below under "Description of the Preferred

S-4
Stock--Dividends") (other than a dividend payable solely in shares of junior stock), (2) no shares of junior stock will be repurchased,
redeemed, or otherwise acquired for consideration by us, directly or indirectly (other than as a result of a reclassification of junior stock for or
into other junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock, and other than
through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock) nor will any monies be paid to or made
available for a sinking fund for the redemption of any such securities by us, and (3) no shares of parity stock (as defined below under
"Description of the Preferred Stock--Dividends") will be repurchased, redeemed, or otherwise acquired for consideration by us otherwise than
pursuant to pro rata offers to purchase all, or a pro rata portion, of the Preferred Stock and such parity stock except by conversion into or
exchange for shares of junior stock, during a dividend period, unless, in each case, the full dividends for the immediately preceding dividend
period on all outstanding shares of the Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those
dividends has been set aside. The foregoing limitations do not apply to purchases or acquisitions of our junior stock pursuant to any employee
or director incentive or benefit plan or arrangement (including any of our employment, severance, or consulting agreements) of ours or of any
of our subsidiaries adopted before or after the date of this prospectus supplement.
Except as provided below, for so long as any share of Preferred Stock remains outstanding, we will not declare, pay, or set aside for
payment, dividends on any parity stock unless we have paid in full, or set aside payment in full, all dividends for the immediately preceding
dividend period for outstanding shares of Preferred Stock. To the extent that we declare dividends on the Preferred Stock and on any parity
stock but cannot make full payment of those declared dividends, we will allocate the dividend payments on a pro rata basis among the holders
of shares of Preferred Stock and the holders of any parity stock. For purposes of calculating the pro rata allocation of partial dividend
payments, we will allocate dividend payments based on the ratio between the dividend payments due on shares of Preferred Stock and the
aggregate of the current and accrued dividends due on any parity stock.
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Subject to the conditions described above, and not otherwise, dividends (payable in cash, stock, or otherwise), as may be determined by
the board of directors or a duly authorized committee of our board, may be declared and paid on our common stock and any other securities
junior to the Preferred Stock from time to time out of any funds legally available for such payment, and the holders of the Preferred Stock
shall not be entitled to participate in those dividends.
See "Description of the Preferred Stock--Dividends" beginning on page S-13 for more information about the payment of dividends.
Dividend Payment Dates
Cash dividends on the Preferred Stock will be payable when, as, and if declared by our board of directors or a duly authorized committee
of our board, and to the extent that we have funds legally available for the payment of such dividends, semi-annually on March 5 and
September 5 of each year, beginning on March 5, 2015 to September 5, 2024, and, thereafter, quarterly, in arrears, on March 5, June 5,
September 5, and December 5 of each year, beginning on December 5, 2024 (each a "dividend payment date"). If any date on which dividends
otherwise would be payable is not a Business Day (as defined below under "Description of the Preferred Stock--Dividends"), then the
dividend payment date will be the next succeeding day that is a Business Day, unless for the Fixed Rate Period (as defined below under
"Description of the Preferred Stock--Dividends"), that day falls in the next calendar year, or, for the Floating

S-5
Rate Period (as defined below under "Description of the Preferred Stock--Dividends"), that day falls in the next calendar month, then in each
case the dividend payment date will be the immediately preceding Business Day.
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem the Preferred Stock, in whole or in part, at any time on or
after September 5, 2024, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and
unpaid dividends for the then-current dividend period to but excluding the redemption date, without accumulation of any undeclared
dividends. In addition, at any time within 90 days after a "capital treatment event," as defined herein, we may provide notice to holders of the
Preferred Stock that we will redeem the Preferred Stock and will subsequently redeem, out of funds legally available therefor, the Preferred
Stock, in whole but not in part, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued
and unpaid dividends for the then-current dividend period to but excluding the redemption date, without accumulation of any undeclared
dividends. Redemption of the Preferred Stock is subject to our receipt of any required prior approval of the Board of Governors of the Federal
Reserve System, or the "Federal Reserve Board," or other appropriate federal banking agency. Our redemption of the Preferred Stock will
cause the redemption of the corresponding depositary shares. Neither the holders of the Preferred Stock nor the holders of the related
depositary shares will have the right to require redemption.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, dissolution, or winding up, the holders of the Preferred Stock are entitled to
receive out of our assets available for distribution to stockholders, before any distribution of assets is made to holders of our common stock or
any of our other stock ranking junior to the Preferred Stock as to such distribution, a liquidating distribution of $25,000 per share (equivalent
to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of undeclared dividends. Distributions will be
made only to the extent of our assets remaining available after satisfaction of all liabilities to creditors and subject to the rights of holders of
any securities ranking senior to the Preferred Stock and pro rata as to the Preferred Stock and any other shares of our stock ranking equally as
to such distribution.
Voting Rights
The holders of depositary shares of the Preferred Stock do not have voting rights, except as specifically required by Delaware law and
except as provided below under "Description of the Preferred Stock--Voting Rights" and "Description of the Depositary Shares--Voting the
Preferred Stock" in this prospectus supplement.
Ranking
The Preferred Stock will rank, as to payment of dividends and distribution of assets upon our liquidation, dissolution, or winding up,
equally with our 7% Cumulative Redeemable Preferred Stock, Series B (the "Series B Preferred Stock"), 6.204% Non-Cumulative Preferred
Stock, Series D (the "Series D Preferred Stock"), Floating Rate Non-Cumulative Preferred Stock, Series E (the "Series E Preferred Stock"),
Floating Rate Non-Cumulative Preferred Stock, Series F (the "Series F Preferred Stock"), Adjustable Rate Non-Cumulative Preferred Stock,
Series G (the

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424B5

S-6
"Series G Preferred Stock"), 6.625% Non-Cumulative Preferred Stock, Series I (the "Series I Preferred Stock"), Fixed-to-Floating Rate Non-
Cumulative Preferred Stock, Series K (the "Series K Preferred Stock"), 7.25% Non-Cumulative Perpetual Convertible Preferred Stock,
Series L (the "Series L Preferred Stock"), Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M (the "Series M Preferred
Stock"), 6% Non-Cumulative Perpetual Preferred Stock, Series T (the "Series T Preferred Stock"), Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series U (the "Series U Preferred Stock"), Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V (the "Series V
Preferred Stock"), Floating Rate Non-Cumulative Preferred Stock, Series 1 (the "Series 1 Preferred Stock"), Floating Rate Non-Cumulative
Preferred Stock, Series 2 (the "Series 2 Preferred Stock"), 6.375% Non-Cumulative Preferred Stock, Series 3 (the "Series 3 Preferred Stock"),
Floating Rate Non-Cumulative Preferred Stock, Series 4 (the "Series 4 Preferred Stock"), Floating Rate Non-Cumulative Preferred Stock,
Series 5 (the "Series 5 Preferred Stock), and, if issued, the Series W Preferred Stock, and senior to our common stock.
Preemptive and Conversion Rights
The holders of the depositary shares do not have any preemptive or conversion rights.
Depository, Transfer Agent, and Registrar
Computershare Trust Company, N.A. will serve as depository, transfer agent, and registrar for the Preferred Stock and transfer agent and
registrar for the depositary shares.
Calculation Agent
The Bank of New York Mellon Trust Company, N.A. will be the calculation agent for the Preferred Stock during the Floating Rate
Period (as defined below).
Conflicts of Interest
Merrill Lynch, Pierce, Fenner & Smith Incorporated, the sole book-runner for this offering, is our affiliate. As such, Merrill Lynch,
Pierce Fenner & Smith Incorporated has a "conflict of interest" in this offering within the meaning of Financial Industry Regulatory Authority
("FINRA") Rule 5121. Consequently, this offering is being conducted in compliance with the provisions of FINRA Rule 5121. FINRA Rule
5121 requires that a "qualified independent underwriter" participate in the preparation of this prospectus supplement and exercise the usual
standards of due diligence with respect thereto. Goldman, Sachs & Co. has agreed to act as the qualified independent underwriter for this
offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated is not permitted to sell depositary shares in this offering to an account over
which it exercises discretionary authority without the prior specific written approval of the account holder. For more information, see
"Underwriting (Conflicts of Interest)."

S-7
RISK FACTORS
Your investment in the depositary shares involves risks. This prospectus supplement does not describe all of those risks.
In consultation with your own financial and legal advisors, you should consider carefully the following risks before deciding whether an
investment in the depositary shares is suitable for you. The depositary shares are not an appropriate investment for you if you are not
knowledgeable about significant features of the depositary shares, the Preferred Stock, or financial matters in general. You should not purchase
depositary shares unless you understand and know that you can bear these investment risks.
You should review carefully the information in this prospectus supplement and the attached prospectus about the Preferred Stock, depositary
shares, and other securities. For more information regarding risks that may materially affect our business and results, please refer to the
information under the caption "Item 1A. Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2013, which is
incorporated by reference herein.
You are making an investment decision about the depositary shares as well as our Preferred Stock.
As described in this prospectus supplement, we are issuing fractional interests in shares of our Preferred Stock. Those fractional interests take
the form of depositary shares. The depository will rely solely on the dividend payments on the Preferred Stock it receives from us to fund all
dividend payments on the depositary shares. You should review carefully the information in this prospectus supplement and the attached prospectus
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424B5
regarding our depositary shares and Preferred Stock.
The Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.
The shares of Preferred Stock are our equity interests and do not constitute indebtedness. This means that the depositary shares which
represent proportional fractional interests in the shares of Preferred Stock will rank junior to all of our indebtedness and to other non-equity claims
on us and our assets available to satisfy claims on us, including claims in our liquidation. Our existing and future indebtedness may restrict
payment of dividends on the Preferred Stock. In addition, holders of the depositary shares representing the Preferred Stock may be fully
subordinated to interests held by the U.S. Government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred stock
like the Preferred Stock, (1) dividends are payable only when, as and if declared by our board of directors or a duly authorized committee of the
board and (2) as a corporation, we are subject to restrictions on dividend payments and redemption payments out of legally available funds.
Further, the Preferred Stock places no restrictions on our business or operations or on our ability to incur indebtedness or engage in any
transactions, subject only to the limited voting rights referred to below under "Risk Factors--Holders of the Preferred Stock will have limited
voting rights."
Our ability to pay dividends depends upon the results of operations of our subsidiaries.
We are a holding company and conduct substantially all of our operations through subsidiaries. Our ability to declare and pay cash dividends
is primarily dependent on the receipt

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of dividends and other distributions from our subsidiaries. Various legal limitations restrict the extent to which our subsidiaries may pay dividends
or other funds or otherwise engage in transactions with us or some of our other subsidiaries. Also, our right to participate in any distribution of
assets of any of our subsidiaries upon such subsidiary's liquidation or otherwise, and thus your ability as a holder of the depositary shares to benefit
indirectly from such distribution, will be subject to the prior claims of creditors of that subsidiary, except to the extent that any of our claims as a
creditor of such subsidiary may be recognized. As a result, the depositary shares effectively will be subordinated to all existing and future
liabilities and obligations of our subsidiaries.
Our ability to pay dividends on the Preferred Stock may be limited by extensive and changing regulatory considerations.
We and our broker-dealer, bank and other subsidiaries are subject to extensive laws, regulations and rules, both in the U.S. and
internationally, that may limit directly or indirectly the payment of dividends on the Preferred Stock. Furthermore, many of the new rules and
regulations are in proposed form and subject to periods of significant comment and further revisions. As a result, there is considerable uncertainty
about what the final versions of these proposed rules and regulations will be or the impact they may have on us and our subsidiaries. While we
closely monitor various regulatory developments and intend to manage our assets and liabilities and our operations to comply with new laws,
regulations and rules at the time they become effective, there is no assurance that we will be compliant with all such laws, regulations and rules at
such times and a failure to be so compliant could adversely affect our ability to pay dividends on the Preferred Stock.
The Preferred Stock may be junior in rights and preferences to our future preferred stock.
The Preferred Stock may be junior to preferred stock we issue in the future, which by its terms is expressly senior to the Preferred Stock. The
terms of any of our future preferred stock expressly senior to the Preferred Stock may restrict dividend payments on the Preferred Stock. Unless
full dividends for all of our outstanding preferred stock senior to the Preferred Stock have been declared and paid or set aside for payment, no
dividends will be declared or paid and no distribution will be made on any shares of the Preferred Stock, and no shares of the Preferred Stock may
be repurchased, redeemed, or otherwise acquired by us, directly or indirectly, for consideration. This could result in dividends on the Preferred
Stock not being paid when due to you.
Cash dividends on the Preferred Stock are discretionary and non-cumulative.
Cash dividends on the Preferred Stock are discretionary and non-cumulative. Consequently, if our board of directors or a duly authorized
committee of our board does not authorize and declare a dividend for any dividend period prior to the related dividend payment date, holders of the
Preferred Stock would not be entitled to receive a dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable.
We will have no obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our board of directors
or a duly authorized committee of the board has not declared a dividend before the related dividend payment date, whether or not dividends on the
Preferred Stock or any other series of our preferred stock or our common stock are declared for any future dividend period. In addition, under the
Federal Reserve Board's risk-based capital rules related to additional Tier 1 capital instruments, dividends on the Preferred Stock may only be paid
out of our net income and retained earnings.

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We may be able to redeem the Preferred Stock prior to September 5, 2024.
By its terms, the Preferred Stock may be redeemed by us prior to September 5, 2024 upon the occurrence of certain events involving the
capital treatment of the Preferred Stock. In particular, upon our good faith determination that an event has occurred that would constitute a "capital
treatment event," we may, at our option, redeem in whole, but not in part, the shares of Preferred Stock, subject to any required prior approval of
the Federal Reserve Board or other appropriate federal banking agency. See "Description of the Preferred Stock--Optional Redemption."
Although the terms of the Preferred Stock have been established to satisfy the criteria for "additional Tier 1 capital" instruments consistent
with Basel 3 as set forth in the joint final rulemaking issued in July 2013 by the Federal Reserve Board, the Federal Deposit Insurance Corporation
and the Office of the Comptroller of the Currency, it is possible that the Preferred Stock may not satisfy the criteria set forth in future rulemaking
or interpretations. As a result, a "capital treatment event" could occur whereby we would have the right, subject to any required prior approval of
the Federal Reserve Board or other appropriate federal banking agency, to redeem the Preferred Stock in accordance with its terms prior to
September 5, 2024 at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and unpaid cash
dividends for the then-current dividend period to but excluding the redemption date, without accumulation of any undeclared cash dividends.
Investors should not expect us to redeem the Preferred Stock on the date it becomes redeemable or on any particular date after it becomes
redeemable.
The Preferred Stock is a perpetual equity security. This means that it has no maturity or mandatory redemption date and is not redeemable at
the option of investors, including the holders of the depositary shares offered by this prospectus supplement. The Preferred Stock may be redeemed
by us at our option, either in whole or in part, at any time on or after September 5, 2024 or, in whole prior to that date, under certain circumstances
after the occurrence of a capital treatment event. Any decision we may make at any time to redeem the Preferred Stock will depend upon, among
other things, our evaluation of our capital position, the composition of our shareholders' equity, and general market conditions at that time.
Our right to redeem the Preferred Stock is subject to limitations. Under the Federal Reserve Board's current risk-based capital rules
applicable to bank holding companies, any redemption of the Preferred Stock is subject to prior approval of the Federal Reserve Board. We cannot
assure you that the Federal Reserve Board will approve any redemption of the Preferred Stock. There also can be no assurance that, if we requested
to redeem the Preferred Stock without issuing securities that qualify as common equity Tier 1 capital or additional Tier 1 capital instruments, the
Federal Reserve Board will authorize the redemption. In such case, under such current guidelines, we must demonstrate that we will continue to
hold capital commensurate with our risk to the satisfaction of the Federal Reserve Board. We currently understand that the factors that the Federal
Reserve Board will consider in evaluating a requested redemption, or a request that we be permitted to redeem the Preferred Stock without
replacing it with common equity Tier 1 capital or additional Tier 1 capital instruments, may include an evaluation of the overall level and quality
of our then applicable capital components, considered in light of our then applicable risk exposures, earnings and growth strategy, and other
supervisory considerations, although the Federal Reserve Board may change these factors at any time. The factors may also include, among other
things, the capital plans and stress tests submitted by the bank holding company, the bank holding company's ability to meet and exceed minimum
regulatory capital ratios under stressed scenarios, its expected sources and uses of capital over the planning horizon (generally a

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period of two years) under baseline and stressed scenarios, and any potential impact of changes to its business plan and activities on its capital
adequacy and liquidity, although the Federal Reserve Board may change these factors at any time.
If the Preferred Stock is redeemed, the corresponding redemption of the depositary shares would be a taxable event to you. In addition, you
might not be able to reinvest the money you receive upon redemption of the depositary shares in a similar security.
If we are deferring payments on our outstanding junior subordinated notes or are in default under the indentures governing those
securities, we will be prohibited from making distributions on or redeeming the Preferred Stock.
The terms of our outstanding junior subordinated notes prohibit us from declaring or paying any dividends or distributions on our preferred
stock, including the Preferred Stock, or redeeming, purchasing, acquiring, or making a liquidation payment on the Preferred Stock, if we are aware
of any event that would be an event of default under the indenture governing those junior subordinated notes or at any time when we have deferred
payment of interest on those junior subordinated notes.
An active trading market for the Preferred Stock and the related depositary shares does not exist and may not develop.
The Preferred Stock and the related depositary shares are new issues of securities with no established trading market. We do not intend to list
the Preferred Stock or the depositary shares on any securities exchange. We cannot predict how the depositary shares will trade in the secondary
market or whether that market will be liquid or illiquid. The number of potential buyers of the depositary shares in any secondary market may be
limited. Although the underwriters may purchase and sell their depositary shares in the secondary market from time to time, the underwriters will
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not be obligated to do so and may discontinue making a market for the depositary shares at any time without giving us notice. We cannot assure
you that a secondary market for the depositary shares will develop, or that if one develops, it will be maintained. If an active, liquid market does
not develop for the depositary shares, the market price and liquidity of the depositary shares may adversely be affected.
Holders of the Preferred Stock will have limited voting rights.
Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of voting stockholders.
Holders of the Preferred Stock will have voting rights only as specifically required by Delaware law and as described below under "Description of
the Preferred Stock--Voting Rights." Holders of depositary shares must act through the depository to exercise any voting rights of the Preferred
Stock.
Holders of depositary shares may be unable to use the dividends received deduction and may not be eligible for the preferential tax rates
applicable to "qualified dividend income."
Distributions paid to corporate U.S. Holders of the depositary shares out of cash dividends on the Preferred Stock may be eligible for the
dividends received deduction, and distributions paid to non-corporate U.S. Holders of the depositary shares out of those dividends may be subject
to tax at the preferential tax rates applicable to "qualified dividend income," if we have current or

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accumulated earnings and profits, as determined for U.S. federal income tax purposes. Although we presently have accumulated earnings and
profits, we may not have sufficient current or accumulated earnings and profits during future fiscal years for the distributions on the Preferred
Stock to qualify as dividends for U.S. federal income tax purposes. If the distributions fail to qualify as dividends, U.S. Holders would be unable
to use the dividends received deduction and may not be eligible for the preferential tax rates applicable to "qualified dividend income." If any
distributions on the Preferred Stock with respect to any fiscal year are not eligible for the dividends received deduction or preferential tax rates
applicable to "qualified dividend income" because of insufficient current or accumulated earnings and profits, the market value of the depositary
shares may decline.

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DESCRIPTION OF THE PREFERRED STOCK
You should read the following description of the Preferred Stock along with the "Description of Preferred Stock" beginning on page 46 of
the attached prospectus. This description of the Preferred Stock is qualified by the Certificate of Designations relating to the Preferred Stock
("Certificate of Designations"), which will be filed in a Current Report on Form 8-K, and where this description is inconsistent with the
description of the Preferred Stock in the Certificate of Designations, the Certificate of Designations will control.
General
Shares of the Preferred Stock represent a single series of our authorized preferred stock. We are offering 2,000,000 depositary shares,
representing 80,000 shares of the Preferred Stock, by this prospectus supplement and the attached prospectus. Holders of the Preferred Stock have
no preemptive rights. Shares of the Preferred Stock, upon issuance against full payment of the purchase price for the depositary shares, will be fully
paid and nonassessable. The depository will be the sole holder of shares of the Preferred Stock. The holders of depositary shares will be required to
exercise their proportional rights in the Preferred Stock through the depository, as described in "Description of the Depositary Shares" on page S-
43.
On the date of original issuance, the Preferred Stock will rank equally with our Series B Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series I Preferred Stock, Series K Preferred Stock, Series L Preferred Stock,
Series M Preferred Stock, Series T Preferred Stock, Series U Preferred Stock, Series V Preferred Stock, Series 1 Preferred Stock, Series 2 Preferred
Stock, Series 3 Preferred Stock, Series 4 Preferred Stock, Series 5 Preferred Stock and, if issued, Series W Preferred Stock, as to payment of
dividends and distribution of assets upon our liquidation, dissolution or winding up. The Preferred Stock, together with any other series of our
preferred stock, will rank senior to our common stock, and any of our other stock that is expressly made junior to our preferred stock, as to
payment of dividends and distribution of assets upon our liquidation, dissolution, or winding up. We may from time to time, without notice to or
consent from the holders of the Preferred Stock, create and issue additional shares of preferred stock ranking equally with the Preferred Stock as to
dividends and distribution of assets upon our liquidation, dissolution, or winding up.
Concurrently with this offering of depositary shares representing interests in the Preferred Stock, we are offering depositary shares each
representing a 1/1,000th ownership interest in a share of our Series W Preferred Stock. The depositary shares representing interests in the Series W
Preferred Stock are being offered pursuant to a separate prospectus supplement. Neither offering is contingent upon the other.
The Preferred Stock will not be convertible into, or exchangeable for, shares of any other class or series of our stock or other securities and
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will not be subject to any sinking fund or our other obligation to redeem or repurchase the Preferred Stock. The Preferred Stock is not secured, is
not guaranteed by us or any of our affiliates and is not subject to any other arrangement that legally or economically enhances the ranking of the
Preferred Stock.
Dividends
Dividends on shares of the Preferred Stock will not be mandatory. Holders of the Preferred Stock will be entitled to receive, only when, as,
and if declared by our board of directors or a duly authorized committee of our board, out of funds legally available under Delaware law for
payment, non-cumulative cash dividends based on the liquidation preference of $25,000 per share of Preferred Stock, and no more, at a rate equal
to (1) 6.250% per annum (equivalent to $62.50

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per depositary share per annum), for each semi-annual dividend period from the issue date of the Preferred Stock to, but excluding, September 5,
2024 (the "Fixed Rate Period"), and (2) thereafter, three-month LIBOR plus a spread of 3.705% per annum, for each quarterly dividend period
beginning September 5, 2024 (the "Floating Rate Period").
When, as, and if declared by our board of directors or a duly authorized committee of our board, during the Fixed Rate Period, we will pay
cash dividends on the Preferred Stock semi-annually, in arrears, on March 5 and September 5 of each year, beginning on March 5, 2015. When, as
and if declared by our board of directors or a duly authorized committee of our board, during the Floating Rate Period, we will pay cash dividends
on the Preferred Stock quarterly, in arrears, on March 5, June 5, September 5, and December 5 of each year, beginning on December 5, 2024. We
will pay cash dividends to the holders of record of shares of the Preferred Stock as they appear on our stock register on each record date, which
shall be the fifteenth day of the calendar month preceding the month in which such dividend payment date falls or such other record date fixed by
our board of directors (or a duly authorized committee of the board) that is not more than 60 nor less than 10 days prior to such dividend payment
date. If any date on which dividends otherwise would be payable is not a Business Day, then the dividend payment date will be the next succeeding
day that is a Business Day, unless, for the Fixed Rate Period, that day falls in the next calendar year, or, for the Floating Rate Period, that day falls
in the next calendar month, then in each case the dividend payment date will be the immediately preceding Business Day. A "Business Day" for
the Fixed Rate Period means any weekday in New York, New York or Charlotte, North Carolina that is not a day on which banking institutions in
those cities are authorized or required by law, regulation, or executive order to be closed. A "Business Day" for the Floating Rate Period means any
weekday in New York, New York or Charlotte, North Carolina that is not a day on which banking institutions in those cities are authorized or
required by law, regulation, or executive order to be closed, and additionally, is a London banking day (as defined below).
Dividends on the Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of our board does not
declare a dividend on the Preferred Stock for any dividend period prior to the related dividend payment date, that dividend will not cumulate and
will cease to accrue, and we will have no obligation to pay a dividend for that dividend period on the related dividend payment date or at any
future time, whether or not dividends on the Preferred Stock or any other series of our preferred stock or common stock are declared for any future
dividend period. A "dividend period" means the period from, and including, each dividend payment date to, but excluding, the next succeeding
dividend payment date, except for the initial dividend period, which will be the period from, and including, September 5, 2014 to, but excluding,
the next succeeding dividend payment date.
Dividends on the Preferred Stock will accrue from the original issue date at the then-applicable dividend rate on the liquidation preference
amount of $25,000 per share (equivalent to $1,000 per depositary share). If we issue additional shares of the Preferred Stock, dividends on those
additional shares will accrue from the original issue date of those additional shares at the then-applicable dividend rate.
We will calculate dividends on the Preferred Stock for the Fixed Rate Period on the basis of a 360-day year of twelve 30-day months. We
will calculate dividends on the Preferred Stock for the Floating Rate Period on the basis of the actual number of days in a dividend period and a
360-day year. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward.
Dividends on the Preferred Stock will cease to accrue after the redemption date, as described below under "--Optional Redemption," unless we
default in the payment of the redemption price of the shares of the Preferred Stock called for redemption.

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The dividend rate for each dividend period in the Floating Rate Period will be determined by the calculation agent using three-month LIBOR
as in effect on the second London banking day prior to the beginning of the dividend period, which date is the "dividend determination date" for
the dividend period. The calculation agent then will add three-month LIBOR as determined on the dividend determination date and the applicable
spread. Once the dividend rate for the Preferred Stock is determined, the calculation agent will deliver that information to us and the transfer agent.
Absent manifest error, the calculation agent's determination of the dividend rate for a dividend period for the Preferred Stock will be final. A
"London banking day" is any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in
London, England.
The term "three-month LIBOR" means the London interbank offered rate for deposits in U.S. dollars for a three month period, as that rate
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