Common use of Suspension of Solicitation; Amendment or Supplement Clause in Contracts

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB has advised them that such solicitation may be resumed. In the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to The Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, for whereupon the Agents will as promptly as possible (but in any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon event not later than one business day after receipt of such instructions, the Agents will forthwith instruction) suspend solicitation until such time as NIB the Company has advised them the Agents that such solicitation of offers to purchase Notes may be resumed. If the Company proposes to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement), it will promptly advise the Agents and will furnish to the Agents such proposed amendment or supplement and, after the Agents have been afforded a reasonable opportunity to review such amendment or supplement, will cause such amendment or supplement to be filed with the Commission. The Company will promptly provide the Agents with copies of any such amendment or supplement and confirm to the Agents that such amendment or supplement has been filed with the Commission. In the event that at the time NIB suspends the Agents suspend solicitation of purchases offers to purchase Notes there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company but for settlementwhich settlement has not occurred, NIB the Company, consistent with its obligations under the Distribution Agreement, promptly will promptly advise the Agents and the Fiscal Agent whether such orders sales may be settled and whether copies of the Prospectus as in effect supplemented at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orderssales. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders sales may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case Authenticity of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it Signatures: The Trustee will promptly advise the Agents and furnish the Agents from time to time with the proposed amendment specimen signatures of each of the Trustee's officers, employees or supplement and with such certificates and opinions as are requiredagents who have been authorized by the Trustee to authenticate Notes, all but the Agents will have no obligation or liability to the extent required by and Company or the Trustee in accordance with the terms respect of the Selling Agency Agreement. Subject to the provisions authenticity of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies signature of any such supplementofficer, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend employee or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms agent of the Selling Agency AgreementCompany or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB has advised them that such solicitation may be resumed. In the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspensionProspectus, together with the appropriate Pricing Supplement, or the 144A Prospectus, as applicable, as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of the Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, Prospectus it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject In the case of Registered Notes only, subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. ; NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates certificates, opinions and opinions disclosure letters as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to any of the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising any Agent may initiate in connection with such Agent’s solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, as applicable, unless otherwise agreed to by and in accordance with the terms of the Selling Agency AgreementCompany.

Suspension of Solicitation; Amendment or Supplement. NIB The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB the Company has advised them that such solicitation may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Deutsche Bank whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) ), any Issuer Free Writing Prospectus or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission Company will arrange to have any such amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus relating to the NotesNotes filed with the Commission. NIB The Company will provide the Agents and the Fiscal Agent Deutsche Bank with copies of any such amendment or supplement, and confirm to the Agents that such amendment or supplement has been filed with the Commission Commission, and in the case of any supplement to the Prospectus or the Issuer Free Writing Prospectus, pursuant to the applicable paragraph of Rule 424(b). In ) or Rule 433(d) under the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementAct.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the rightIf, during any period in which, in the opinion of Counsel for the Agents, a prospectus relating to the Securities is required to be delivered under the Securities Act, any event occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, FPL will notify the Agents promptly to suspend solicitation of purchases of the Securities and each Agent shall suspend its sole discretionsolicitations of purchases of Securities; and if FPL shall decide to amend or supplement the Registration Statement or the Prospectus, to it will promptly advise the Agents by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Upon the Agents’ receipt of such amendment or supplement and advice from FPL that solicitations may be resumed, the Agents will resume solicitations of purchases of the Securities. In addition, FPL may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents will forthwith suspend solicitation of offers to purchase from FPL until such time as NIB FPL has advised them that such solicitation of offers to purchase may be resumed. If FPL decides to amend or supplement the Registration Statement or the Prospectus relating to the Securities (other than to change interest rates, maturity dates and/or redemption terms), it will promptly advise the Agents and Deutsche Bank Trust Company Americas and will furnish the Agents and Deutsche Bank Trust Company Americas copies of the proposed amendment or supplement. In the event that at the time NIB suspends the Agents, at the direction of FPL, suspend solicitation of purchases offers to purchase from FPL there shall be any orders outstanding for settlementwhich have been accepted but which have not been settled, NIB FPL will promptly advise the Agents and the Fiscal Agent Deutsche Bank Trust Company Americas whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB FPL will have the sole responsibility for such decision and for any arrangements that arrangement which may be made in the event that NIB FPL determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to The Company may instruct the Agents to suspend solicitation of purchases at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company and, if the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if the Agents hold Notes as principal pursuant to a Terms Agreement, the Agents have held such Notes for more than 180 days), the Company's obligations described in this paragraph shall likewise be suspended until such time as NIB the Company has advised them that such solicitation of offers to purchase may be resumed. In the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB The Company will promptly advise give the Agents and notice of its intention to file or prepare any additional registration statement with respect to the Fiscal Agent whether such orders may be settled and whether copies registration of the Prospectus as in effect at the time of the suspensionadditional Notes, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides amendment to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed any amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating (other than an amendment or supplement providing solely for a change in the interest rates of the Notes or an amendment or supplement that relates exclusively to an offering of senior debt securities other than the Notes. NIB ) or any document that would as a result thereof be incorporated by reference in the Prospectus, and will provide furnish the Agents and the Fiscal Agent with copies of any such supplementamendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and confirm will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object; PROVIDED, that the requirements of this sentence shall not apply to the Agents that such supplement has been filed with Company's proxy statement, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, so long as the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and Company shall furnish the Agents with the proposed amendment copies of such documents on or supplement and with such certificates and opinions as are required, all prior to the extent required by and in accordance date of filing thereof with the terms of the Selling Agency Agreement.the

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightrepresentations, warranties and covenants of the Company and the Guarantor contained in its sole discretionthe Agency Agreement, to the Company may instruct the Agents Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesWarrants. Upon receipt of such instructions, the Agents Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlementissuance, NIB the Company will promptly advise the Agents Agent and the Fiscal Warrant Agent (or, if applicable, the relevant Paying Agent) whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing SupplementSupplement (or the notice provided for in Rule 173(a) under the Securities Act, or 144A Prospectus, as if applicable), may be delivered in connection with the settlement issuance of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (or 144A Prospectus the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. In the case Delivery of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it Rule 173 Notice: The Agent will promptly advise the Agents and furnish the Agents comply with the proposed amendment requirements of Rule 173(a) under the Securities Act. Confirmation: For each order to purchase a Book-Entry Warrant solicited by the Agent and accepted by or supplement and with such certificates and opinions as are requiredon behalf of the Company, all the Agent will issue a confirmation, which confirmation may be delivered by facsimile or other electronic transmission, to the extent required by and in accordance purchaser, with the terms of the Selling Agency Agreement. Subject a copy to the provisions of Company, setting forth the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents details set forth above and the Fiscal Agent with copies of any such supplement, delivery and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementpayment instructions.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Agency Agreement as they relate to prior solicitations or sales of Securities, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesSecurities. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that management which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the NotesSecurities. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Securities. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the terms of the Selling Agency Agreement.Company. APPENDIX TO EXHIBIT B

Suspension of Solicitation; Amendment or Supplement. NIB The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders offers to purchase Book-Entry Notes. Upon As soon as practicable, but in no event later than one Business Day after receipt of such instructionsinstructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Book-Entry Notes from the Company until such time as NIB the Company has advised them that such solicitation may be resumed. In If the event that at Company or the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB Guarantor decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (as defined except in the Selling Agency Agreement) case of a Pricing Supplement to the Prospectus), the Company or the ProspectusGuarantor, it as the case may be, will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject The Company or the Guarantor will mail or transmit to the provisions of the Selling Agency Agreement, NIB may file with the Commission for filing therewith any such supplement to the Prospectus relating to the Notes. NIB will , provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b)Commission. In the case event that at the time the Company suspends solicitation of 144A offers to purchase Book-Entry Notes onlythere shall be any outstanding offers to purchase Book-Entry Notes that have been accepted by the Company but for which settlement has not yet occurred, if NIB decides to amend or supplement a 144A Prospectus, it the Company will promptly advise the Agents and furnish the Agents Trustee whether such sales may be settled and whether copies of the Prospectus as supplemented to the time of the suspension may be delivered in connection with the proposed amendment settlement of such sales. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such sales may not be settled or supplement and with that copies of such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementProspectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. NIB The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB the Company has advised them that such solicitation may be resumed. In If the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the ProspectusProspectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, supplement and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). EXHIBIT A-11 In the case event that at the time the Company suspends solicitation of 144A offers to purchase Book-Entry Notes onlythere shall be any outstanding offers to purchase Book-Entry Notes that have been accepted by the Company but for which settlement has not yet occurred, if NIB decides to amend or supplement a 144A Prospectus, it the Company will promptly advise the Agents relevant Agent and furnish the Agents Trustee whether such orders may be settled and whether copies of the Prospectus as supplemented to the time of the suspension may be delivered in connection with the proposed amendment settlement of such sales. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or supplement and with that copies of such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementProspectus may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the rightIf, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act or the Rules and Regulations, the Company will notify the Agents promptly to suspend solicitation of purchases of the Notes and the Agents shall suspend their solicitations of purchases of Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its sole discretionown expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, to however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents' receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Notes. In addition, the Company may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumedresumed and the Company has complied with Section 6 of the Agency Agreement to the extent then required. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (other than to change interest rates or maturities or similar changes and except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB suspends the Agents, at the direction of the Company, suspend solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Delivery of Prospectus A copy of the case Prospectus as most recently amended or supplemented on the date of Registered Notes only, if NIB decides delivery thereof must be delivered to amend a purchaser prior to or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents together with the proposed earliest of (i) any written offer of such Note, (ii) confirmation of the purchase of such Note and (iii) payment for such Note by its purchaser. The Company shall ensure that an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing stickers as described in the section entitled "Procedures for Establishing the Terms of the Notes" above) in such quantities and with within such certificates and opinions time limits as are required, all will enable such Agent to the extent required deliver such confirmation or Note to a purchaser as contemplated by these procedures and in accordance compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency Agreement. Subject to Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the provisions date of delivery of the Selling Agency Agreement, NIB may file Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementCompany.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s and the Guarantor’s representations, warranties and covenants contained in its sole discretionthe Master Agency Agreement, to the Company or the Guarantor may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesNotes or Book-Entry Warrants. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB the Company or the Guarantor has advised them that such solicitation may be resumed. In the event that at the time NIB the Company or the Guarantor suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent XXX Xxxxxx whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplementproduct supplement, Term Sheet or 144A Prospectus, as applicableany other Time of Sale Information, may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements arrangement that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus Prospectus, product supplement, Term Sheet or 144A Prospectus any other Time of Sale Information, may not be so delivered. In If the case of Registered Notes only, if NIB decides Company and the Guarantor decide to amend or supplement the Registration Statement (as defined in the Selling Master Agency Agreement) or the ProspectusProspectus or any product supplement, it Term Sheet or any other Time of Sale Information, they will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Master Agency Agreement. Subject to the provisions of the Selling Master Agency Agreement, NIB the Company and the Guarantor may file with the Commission any such supplement or any product supplement to the Prospectus relating to the NotesProgram Securities and the related Guarantees. NIB The Company will provide the Agents and the Fiscal Agent BNY Mellon with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Agency Agreement, to the Company may instruct the Agents each Agent to suspend solicitation of offers to purchase Certificated Notes at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents each Agent will forthwith suspend such solicitation until such time as NIB it has been advised them by the Company that such solicitation may be resumed. In If the event that Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement, all consistent with the Company’s obligations under the Agency Agreement. The Company will, consistent with such obligations, promptly advise each Agent and the Trustee whether any accepted offers outstanding at the time NIB suspends such Agent suspended solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such ordersoffers. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders offers may not be settled or that copies of the Prospectus and such Prospectus or 144A Prospectus Pricing Supplement may not be so delivered. In Delivery of Prospectus: A copy of the case of Registered Notes only, if NIB decides to amend or supplement Prospectus and the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all Pricing Supplement relating to the extent required Notes and a pricing supplement relating to a Certificated Note must accompany or precede any written offer of such Note, delivery of such Note, confirmation of the purchase of such Note and payment for such Note by and its purchaser. If notice of a change in accordance with the terms of the Selling Agency AgreementCertificated Notes is received by an Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by such Agent to a customer or his agent, such confirmation shall be accompanied by the Prospectus and a Pricing Supplement setting forth the terms in effect when the order was placed. Subject to the provisions of the Selling Agency Agreementpreceding paragraph, NIB may file with the Commission any such supplement to each Agent will deliver the Prospectus relating and a Pricing Supplement as herein described with respect to each Note sold by it. Advertising: The Company shall have the Notes. NIB will provide sole right to approve the Agents form and the Fiscal Agent with copies substance of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and advertising an Agent may initiate in connection with such certificates and opinions as are required, all Agent’s solicitation of offers to the extent required by and in accordance with the terms of the Selling Agency Agreementpurchase Certificated Notes.

Suspension of Solicitation; Amendment or Supplement. NIB reserves If, at any time when a prospectus relating to the rightSecurities is required to be delivered under the Act, any event occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Agent promptly to suspend solicitation of purchases of the Securities and the Agent shall suspend its sole discretionsolicitations of purchases of securities; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its reasonable best efforts to cause any amendment of the Registration Statement containing an amended Prospectus to be made effective as soon as possible. Upon the Agent’s receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agent will resume solicitations of purchases of the Securities. In addition, subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents Agent to suspend solicitation of offers to purchase at any time, time for any a period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents Agent will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (other than to change interest rates), it will promptly advise the Agent and the Trustee and will furnish the Agent and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB the Agent, at the direction of the Company, suspends solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents Agent and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightDistribution Agreement, in its sole discretion, to the Issuer may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon and upon receipt of such instructionsat least one Business Day's prior notice from the Issuer, the Agents will each forthwith suspend solicitation until such time as NIB the Issuer has advised them it that solicitation of offers to purchase may be resumed. If the Agents receive the notice from the Issuer contemplated by the second paragraph of Section 2(b) or by 3(c) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Issuer is required, pursuant to Section 3(c) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Issuer will file such amendment or supplement with the Commission, provide the Agents and the Trustee with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Distribution Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases offers to purchase there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to the Issuer may instruct the Agents to suspend solicitation of offers to purchase at any time. As soon as reasonably practicable, for any period of time or permanently, but in no event later than one Business Day after notice from the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsIssuer, the Agents will each forthwith suspend solicitation until such time as NIB the Issuer has advised them that solicitation of offers to purchase may be resumed. If the Agents receive the notice from the Issuer contemplated by Section 3(b) or 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer is required, pursuant to the second sentence of Section 4(b) of the Agency Agreement, to prepare an amendment or supplement, it will promptly furnish each Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statements or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will file such amendment or supplement with the Commission, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases offers to purchase there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Agency Agreement, to the Company may instruct the Agents each Agent to suspend solicitation of offers to purchase Certificated Notes at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents each Agent will forthwith suspend such solicitation until such time as NIB it has been advised them by the Company that such solicitation may be resumed. In If the event that Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement, all consistent with the Company’s obligations under the Agency Agreement. The Company will, consistent with such obligations, promptly advise each Agent and the Trustee whether any accepted offers outstanding at the time NIB suspends such Agent suspended solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such ordersoffers. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders offers may not be settled or that copies of the Prospectus and such Prospectus or 144A Prospectus Pricing Supplement may not be so delivered. In Delivery of Prospectus: A copy of the case of Registered Notes only, if NIB decides to amend or supplement Prospectus and the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all Pricing Supplement relating to the extent required Notes and a pricing supplement relating to a Certificated Note must accompany or precede any written offer of such Note, delivery of such Note, confirmation of the purchase of such Note and payment for such Note by and its purchaser. If notice of a change in accordance with the terms of the Selling Agency AgreementCertificated Notes is received by an Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by such Agent to a customer or his agent, such confirmation shall be accompanied by the Prospectus and a Pricing Supplement setting forth the terms in effect when the order was placed. Subject to the provisions of the Selling Agency Agreementpreceding paragraph, NIB may file with the Commission any such supplement to each Agent will deliver the Prospectus relating and a Pricing Supplement as herein described with respect to each Note sold by it. The Trustee will make such delivery if such Note is sold directly by the NotesCompany to a purchaser other than an Agent. NIB will provide Advertising: The Company shall have the Agents sole right to approve the form and the Fiscal Agent with copies substance of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and advertising an Agent may initiate in connection with such certificates and opinions as are required, all Agent’s solicitation of offers to the extent required by and in accordance with the terms of the Selling Agency Agreementpurchase Certificated Notes.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Agency Agreement as they relate to prior solicitations or sales of Securities, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesSecurities. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that management which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the NotesSecurities. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Securities. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the terms Company. APPENDIX TO EXHIBIT B National Rural Utilities Cooperative Finance Corporation Survivor’s Option Checklist CFC InterNotes (“Note” or “Notes”) may contain a provision that permits repayment of a Note prior to its stated maturity, due to the death of the Selling Agency Agreement.beneficial owner of such Note (the “Survivor’s Option”). The exercise of the Survivor’s Option shall be conducted in the following manner:

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightrepresentations, warranties and covenants of the Company contained in its sole discretionthe Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesSecurities. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in Statement, the Selling Agency Agreement) General Disclosure Package or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject , and, subject to the provisions of the Selling Agency Agreement, NIB may file make the appropriate filings thereof with the Commission SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any such supplement payment to the Prospectus relating to Company, or the Notes. NIB will provide Purchasing Agent, the Agents and or the Fiscal purchasers, it being understood by all parties that payments made by the Trustee to any of the Company, the Purchasing Agent with copies of any such supplement, and confirm to or the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required by that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising the Purchasing Agent or an Agent may initiate in accordance connection with the terms solicitation of offers to purchase the Securities. The expense of such advertising will be solely the responsibility of the Selling Agency AgreementPurchasing Agent or such Agent, unless otherwise agreed to by the Company.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s and the Guarantor’s representations, warranties and covenants contained in its sole discretionthe Master Agency Agreement, to the Company or the Guarantor may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesNotes or Book-Entry Warrants. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB the Company or the Guarantor has advised them that such solicitation may be resumed. In the event that at the time NIB the Company or the Guarantor suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent BNY Mellon whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplementproduct supplement, Term Sheet or 144A Prospectus, as applicableany other Time of Sale Information, may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements arrangement that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus Prospectus, product supplement, Term Sheet or 144A Prospectus any other Time of Sale Information, may not be so delivered. In If the case of Registered Notes only, if NIB decides Company and the Guarantor decide to amend or supplement the Registration Statement (as defined in the Selling Master Agency Agreement) or the ProspectusProspectus or any product supplement, it Term Sheet or any other Time of Sale Information, they will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Master Agency Agreement. Subject to the provisions of the Selling Master Agency Agreement, NIB the Company and the Guarantor may file with the Commission any such supplement or any product supplement to the Prospectus relating to the NotesProgram Securities and the related Guarantees. NIB The Company will provide the Agents and the Fiscal Agent BNY Mellon with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightDistribution Agreement, in its sole discretion, to instruct the Agents to Company may suspend solicitation of purchases at any timetime and, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsat least one Business Day's prior notice from the Company, the Agents will each forthwith suspend solicitation until such time as NIB the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 5(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders offers already accepted by the Company outstanding for settlement, NIB the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such ordersoffers. NIB Acceptance of Offers Each Agent will promptly advise the Company, orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole responsibility right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company rejects an offer, the Company will promptly notify the Agent involved. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof (except as provided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such decision and for any arrangements purchaser. The Company shall ensure that may be made in the event that NIB determines that such orders may not be settled or that Presenting Agent receives copies of such the Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed each amendment or supplement thereto (including appropriate pricing supplements) in such quantities and with within such certificates and opinions time limits as are required, all will enable the Presenting Agent to the extent required deliver such confirmation or Note to a purchaser as contemplated by these procedures and in accordance compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency Agreement. Subject to Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the provisions date of delivery of the Selling Agency Agreement, NIB may file with Prospectus. Determination of Settlement Date All offers accepted by the Commission Company will be settled no later than the third Business Day next succeeding the date of acceptance unless otherwise agreed by any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents purchaser and the Fiscal Agent with copies Company. The settlement date shall be specified upon receipt of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementan offer.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the rightIf, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Medium-Term Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act or the Rules and Regulations, the Company will notify the Agents promptly to suspend solicitation of purchases of the Medium-Term Notes and the Agents shall suspend their solicitations of purchases of Medium-Term Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the SEC an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its sole discretionown expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, to however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents' receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Medium-Term Notes. In addition, the Company may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumedresumed and the Company has complied with Section 6 of the Distribution Agreement to the extent then required. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Medium-Term Notes (other than to change interest rates or maturities or similar changes and except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB suspends the Agents, at the direction of the Company, suspend solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Delivery of Prospectus ---------------------- A copy of the case Prospectus as most recently amended or supplemented on the date of Registered Notes only, if NIB decides delivery thereof must be delivered to amend a purchaser prior to or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents together with the proposed earliest of (i) any written offer of such Medium-Term Note, (ii) confirmation of the purchase of such Medium-Term Note and (iii) payment for such Medium-Term Note by its purchaser. The Company shall ensure that an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing supplements as described in the section entitled "Procedures for Establishing the Terms of the Medium-Term Notes" above) in such quantities and with within such certificates and opinions time limits as are required, all will enable such Agent to the extent required deliver such confirmation or Medium-Term Note to a purchaser as contemplated by these procedures and in accordance compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Medium-Term Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency AgreementMedium-Term Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Subject The Trustee will make all such deliveries with respect to all Medium-Term Notes sold directly by the Company. Confirmation ------------ For each order to purchase a Medium-Term Note solicited by any Agent and accepted by the Company, the Presenting Agent will issue a confirmation to the provisions purchaser (with a copy to the Company), including delivery and payment instructions. Payment of Expenses ------------------- Each Agent shall forward to the Company, on a monthly basis, a statement of the Selling Agency Agreement, NIB may file with the Commission any out-of-pocket expenses incurred by such supplement Agent during that month that are reimbursable to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission it pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Distribution Agreement.. The Company will remit payment to the Agents currently on a monthly basis. Advertising Costs -----------------

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes onlyPurchasing Agent, if NIB decides to amend the Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company, the Purchasing Agent or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required by that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising the Purchasing Agent or an Agent may initiate in accordance connection with the solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of the Purchasing Agent or such Agent, unless otherwise agreed to by the Company. XXXXXXX X XXXXX XXXXXXXXX , 000_ HSBC Finance Corporation 2000 Xxxxxxx Xxxx Prospect Heights, Illinois 60070 Attention: Secretary The undersigned agrees to purchase the following HSBC Finance InterNotes®: The terms of the Selling Agency Agreement.such Notes shall be as follows:

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Issuing Agent whether such orders may be settled and whether copies of the Prospectus Disclosure Package as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus Disclosure Package may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the ProspectusBasic Prospectus or the Program Prospectus Supplement (other than by an amendment or supplement (i) providing solely for the establishment of, or a change in, the interest rates or formulas, maturity dates or price of Notes or similar changes, (ii) effected by the filing of a document with the Commission pursuant to the 1934 Act or (iii) relating solely to an offering of securities other than the Notes), it will promptly advise the Agents and furnish the Agents and the Issuing Agent with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission any such supplement to the Program Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Issuing Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant SEC. Issuing Agent and Paying Agent Not to Risk Funds: Nothing herein shall be deemed to require the Issuing Agent or the Paying Agent to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Issuing Agent to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Issuing Agent for such purpose. The Paying Agent shall have no obligation to make any payment for which there is not sufficient available funds in the Note Account. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT E TERMS AGREEMENT Part I: Form of Terms Agreement for Fixed-Rate Notes Verizon Communications Inc. Terms Agreement Verizon InterNotes® [ ], 20[ ] Verizon Communications Inc. Xxx Xxxxxxx Xxx Xxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000 The undersigned agrees to purchase the following aggregate principal amount of Verizon InterNotes®: $ The terms of the Selling Agency AgreementVerizon InterNotes® shall be as follows: CUSIP Number: Interest Rate: % Maturity Date: Price to Public: Agent’s Concession: % Net Proceeds to Issuer: Settlement Date, Time and Place: Survivor’s Option: Interest Payment Frequency: Optional Redemption/Repayment, if any: Initial Redemption/Repayment Date[s]: Redemption/Repayment Price: Initially % of Principal Amount and declining by % of the Principal Amount on each anniversary of the Initial Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Principal Amount. Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED VERIZON COMMUNICATIONS INC. By: Title: Part II: Form of Terms Agreement for Floating-Rate Notes or Indexed Notes Verizon Communications Inc. Terms Agreement Verizon InterNotes® [ ], 20[ ] Verizon Communications Inc. Xxx Xxxxxxx Xxx Xxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000 The undersigned agrees to purchase the following aggregate principal amount of Verizon InterNotes®: $ The terms of the Verizon InterNotes® shall be as follows: CUSIP Number: Maturity Date: Price to Public: Agent’s Concession: % Net Proceeds to Issuer: Settlement Date, Time and Place: Survivor’s Option: Interest Payment Frequency: Interest Payment Dates: Interest Rate Basis: Initial Interest Rate: % Index Maturity: Spread to Interest Rate Basis: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Optional Redemption/Repayment, if any: Initial Redemption/Repayment Date[s]: Redemption/Repayment Price: Initially % of Principal Amount and declining by % of the Principal Amount on each anniversary of the Initial Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Principal Amount. Calculation Agent: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED VERIZON COMMUNICATIONS INC. By: Title: EXHIBIT F Part I: Form of Pricing Supplement for Fixed-Rate Notes Pricing Supplement Dated: Filed under Rule 424(b)(3) (To Prospectus Dated September 1, 2016, and File No. 333-213439 Prospectus Supplement Dated [●], 2017) Pricing Supplement No. [ ] Verizon Communications Inc. Xxx Xxxxxxx Xxx Xxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000 Verizon InterNotes® Trade Date: [ ] Issue Date: [ ] Joint Lead Managers and Lead Agents: [ ] Agents: [ ] CUSIP NUMBER PRINCIPAL AMOUNT SELLING PRICE GROSS CONCESSION NET PROCEEDS COUPON RATE COUPON FREQUENCY MATURITY DATE FIRST COUPON DATE FIRST COUPON AMOUNT SURVIVOR’S OPTION PRODUCT RANKING REDEMPTION INFO Other Terms: The Verizon InterNotes® will be represented by a Master Note in fully registered form, without coupons. The Master Note will be deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC, as depository, or another depository as may be named in a subsequent pricing supplement. Part II: Form of Pricing Supplement for Floating-Rate Notes Pricing Supplement Dated: Filed under Rule 424(b)(3) (To Prospectus Dated September 1, 2016, and File No. 333-213439 Prospectus Supplement Dated [●], 2017) Pricing Supplement No. [ ] Verizon Communications Inc. Xxx Xxxxxxx Xxx Xxxxxxx Xxxxx, Xxx Xxxxxx 00000-0000 Verizon InterNotes® Trade Date: [ ] Issue Date: [ ] Joint Lead Managers and Lead Agents: [ ] Agents: [ ] CUSIP NUMBER PRINCIPAL AMOUNT SELLING PRICE GROSS CONCESSION NET PROCEEDS COUPON TYPE INTEREST RATE BASIS INDEX MATURITY SPREAD TO INTEREST RATE BASIS MATURITY DATE MAXIMUM INTEREST AMOUNT INITIAL INTEREST RATE FIRST COUPON DATE INTEREST PAYMENT DATES DAY COUNT BASIS INTEREST RESET DATES Other Terms: The Verizon InterNotes® will be represented by a Master Note in fully registered form, without coupons. The Master Note will be deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC, as depository, or another depository as may be named in a subsequent pricing supplement. EXHIBIT G Master Selected Dealer Agreement , 20[ ] Dear [Dealer Name]: In connection with public offerings of securities after the date hereof for which we are acting as lead agent, as lead or co-manager of an underwriting syndicate or in connection with unregistered (pursuant to Rule 144A under the Securities Act (as defined below) or otherwise exempt) offerings of securities for which we are acting as lead agent or lead or co-manager or otherwise involved in the distribution of securities by means of an offering of securities for sale to selected dealers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchases at any time, for any period of time or permanentlyand, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsnotice from the Issuer, the Agents will forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. If an Agent receives the notice from the Issuer contemplated by Section 2(a) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and will furnish the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; the applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, but the applicable Agent will not be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents applicable Agent and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchases at any timetime and, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsnotice from the Issuer, the Agents will forthwith will, as promptly as practicable, but in no event later than one business day following such notice, suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Issuer contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and will furnish the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer’s obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee, or the Designated Agent, if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as in effect at the time of the suspensionsuspension (or the notice provided for in Rule 173(a) under the 1933 Act, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, if available) may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or 144A Prospectus the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in Statement, the Selling Agency Agreement) Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission SEC any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT B TERMS AGREEMENT Part I: Form of Terms Agreement for Fixed-Rate Notes SLM Corporation Terms Agreement SLM Corporation 00000 Xxxxxxxx Xxx Xxxxxx, XX 00000 SLM Corporation EdNotes® The undersigned agrees to purchase the following EdNotes® Clearing Information: The terms of such EdNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Maturity Date: Coupon Type: Coupon: Coupon Payments: Settlement Date: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Change of Control Covenant: Y/N Initial Sale Time: Use of Free Writing Prospectus: Y/N [Any other terms and conditions agreed to by the Selling Agency AgreementPurchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Electronically Presented by: INCAPITAL LLC Accepted by: SLM CORPORATION Part II: Form of Terms Agreement for Floating-Rate Notes SLM Corporation Terms Agreement SLM Corporation 00000 Xxxxxxxx Xxx Xxxxxx, XX 00000 SLM Corporation EdNotes® The undersigned agrees to purchase the following EdNotes® Clearing Information: The terms of such EdNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Settlement Date: Maturity Date: Coupon Type: Interest Rate Basis: Index Maturity: Spread to Interest Rate Basis: Interest Payment Dates: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Change of Control Covenant: Y/N Initial Sale Time: Use of Free Writing Prospectus: Y/N [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Electronically Presented by: INCAPITAL LLC Accepted by: SLM CORPORATION Part III: Form of Terms Agreement for Consumer Price Index Linked Notes , 20 SLM Corporation Terms Agreement SLM Corporation 00000 Xxxxxxxx Xxx Xxxxxx, XX 00000 SLM Corporation EdNotes® The undersigned agrees to purchase the following EdNotes® Clearing Information: The terms of such EdNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Settlement Date: Maturity Date: Coupon Type: Interest Rate Basis: Index Maturity: Spread to Interest Rate Basis: Interest Payment Dates: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Change of Control Covenant: Y/N Initial Sale Time: Use of Free Writing Prospectus: Y/N [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Electronically Presented by: INCAPITAL LLC Accepted by: XXX XXXXXXXXXXX Exhibit C Part I: Form of Pricing Supplement for Fixed-Rate Notes Filed under Rule 424(b)(3), Registration Statement No. 333-130584 Pricing Supplement No. dated , , 200 (To: Prospectus Dated ) SLM Corporation 00000 Xxxxxxxx Xxx Xxxxxx, XX 00000 SLM Corporation $ SLM Corporation EdNotes® Prospectus dated CUSIP Number Aggregate Principal Amount Price to Public Gross Concession Net Proceeds Coupon Type Coupon Rate Coupon Frequency Maturity Date 1st Coupon Date 1st Coupon Amount Survivor’s Option Change of Control Covenant Product Ranking Redemption Information: Joint Lead Managers and Lead Agents: Agents: Trade Date: Settlement Date: Minimum Denominations/Increments: S & P Ratings Services Rating: Xxxxx’x Investor Services Rating: Call Description: Change of Control: Other Terms: Part II: Form of Pricing Supplement for Floating-Rate Notes Filed under Rule 424(b)(3) Registration Statement No. 333-130584 Pricing Supplement No. dated , , 200 (To: Prospectus Dated ) SLM Corporation 00000 Xxxxxxxx Xxx Xxxxxx, XX 00000 SLM Corporation $ SLM Corporation EdNotes® Prospectus dated CUSIP Number Principal Amount Gross Concession Net Proceeds Coupon Type Interest Rate Basis Index Maturity Spread to Interest Rate Basis Maturity Date Interest Reset Dates Maximum Interest Amount Initial Interest Rate 1st Coupon Date Interest Payment Dates Day Count Basis Survivor’s Option Product Ranking Xxxxx’x Rating S & P Rating Redemption Information: Joint Lead Managers and Lead Agents: Agents: Trade Date: Settlement Date: Minimum Denominations/Increments: Call Description: Change of Control: Other Terms: EXHIBIT D Master Selected Dealer Agreement Dear .: In connection with public offerings of securities after the date hereof for which we are acting as lead agent, as lead or co-manager of an underwriting syndicate or otherwise involved in the distribution of securities by means of an offering of securities for sale to selected dealers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany's representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus (including the final Pricing Supplement) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission SEC any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementSEC.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s or the Guarantor’s representations, warranties and covenants contained in its sole discretionthe Distribution Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Securities Administrator whether such orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as in effect at the time of the suspensionsuspension (or the notice provided for in Rule 173(a) under the Securities Act, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, if available) may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or 144A Prospectus the notice provided for in Rule 173(a) under the Securities Act, if available) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in Statement, the Selling Agency Agreement) Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Securities Administrator with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Distribution Agreement. Subject to the provisions of the Selling Agency Distribution Agreement, NIB the Company may file with the Commission SEC any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Securities Administrator with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant SEC. Securities Administrator Not to Risk Funds: Nothing herein shall be deemed to require the Securities Administrator to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Securities Administrator to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required by and in accordance with that funds are provided to the terms of the Selling Agency AgreementSecurities Administrator for such purpose.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Agency Agreement as they relate to prior solicitations or sales of Securities, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesSecurities. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the NotesSecurities. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Securities. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the terms Company. APPENDIX TO EXHIBIT B National Rural Utilities Cooperative Finance Corporation Survivor’s Option Checklist CFC InterNotes (“Note” or “Notes”) may contain a provision that permits repayment of a Note prior to its stated maturity, due to the death of the Selling Agency Agreement.beneficial owner of such Note (the “Survivor’s Option”). The exercise of the Survivor’s Option shall be conducted in the following manner:

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchases at any timetime and, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsnotice from the Issuer, the Agents will forthwith will, as promptly as practicable, but in no event later than one business day following such notice, suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Issuer contemplated by Section 2(a) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; the applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, but the applicable Agent will not be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents applicable Agent and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightDistribution Agreement, in its sole discretion, to the Company may instruct the Agents to suspend solicitation of offers to purchase at any time. As soon as practicable, for but in any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon event not later than one Business Day in New York City after receipt of such instructionsnotice from the Company, the Agents will each forthwith suspend solicitation until such time as NIB the Company has advised them that solicitation of offers to purchase may be resumed as provided in the Distribution Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will file such amendment or supplement with the Commission, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time NIB the Company suspends solicitation of purchases offers to purchase there shall be any orders offers already accepted by the Company outstanding for settlement, NIB the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such ordersoffers. NIB Acceptance of Offers Each Agent will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole responsibility right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, the Company will promptly notify the Agent involved. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof (except as provided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such decision and for any arrangements purchaser. Subject to the foregoing, it is anticipated that may be made in the event that NIB determines that such orders may not be settled or that copies delivery of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it confirmation and Notes to the Purchaser will promptly advise be made simultaneously at settlement. The Company shall ensure that the Agents Presenting Agent receives copies of the Prospectus and furnish the Agents with the proposed each amendment or supplement thereto (including appropriate Pricing Supplements) in such quantities and with within such certificates and opinions time limits as are required, all will enable the Presenting Agent to the extent required deliver such confirmation or Note to a purchaser as contemplated by these procedures and in accordance compliance with the first sentence of this paragraph. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency Agreement. Subject to Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the provisions date of delivery of the Selling Agency Agreement, NIB may file with Prospectus. Authenticity of Signatures The Company will cause the Commission any such supplement Trustee to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents from time to time with the proposed amendment specimen signatures of each of the Trustee's officers, employees or supplement and with such certificates and opinions as are requiredagents who have been authorized by the Trustee to authenticate Notes, all but no Agent will have any obligation or liability to the extent required by and Company or the Trustee in accordance with the terms respect of the Selling Agency Agreementauthenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note or Book-Entry Security.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Agency Agreement as they relate to prior solicitations or sales of Securities, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesSecurities. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that managements which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the NotesSecurities. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Securities. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the terms Company. APPENDIX TO EXHIBIT B National Rural Utilities Cooperative Finance Corporation Survivor’s Option Checklist CFC InterNotes (“Note” or “Notes”) may contain a provision that permits repayment of a Note prior to its stated maturity, due to the death of the Selling Agency Agreement.beneficial owner of such Note (the “Survivor’s Option”). The exercise of the Survivor’s Option shall be conducted in the following manner:

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchases at any time, for any period of time or permanentlyand, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of notice from the Issuer, each Agent will as promptly as practicable, but in no event later than one Business Day following such instructionsnotice, the Agents will forthwith suspend solicitation until such time as NIB the Issuer has advised them it that solicitation of purchases may be resumed. Each Agent which receives the notice from the Issuer contemplated by Section 2(a) of the Agency Agreement, will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and their counsel and will furnish each Agent and their counsel with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide each Agent and their counsel with copies of any such amendment or supplement, confirm to each Agent and their counsel that such amendment or supplement has been filed with the Commission and advise each Agent and their counsel that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; each applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, but no Agent will be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents each Agent and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves If, at any time when a prospectus relating to the rightSecurities is required to be delivered under the Act, any event occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Agent promptly to suspend solicitation of purchases of the Securities and the Agent shall suspend its sole discretionsolicitations of purchases of securities; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its reasonable best efforts to cause any amendment of the Registration Statement containing an amended Prospectus to be made effective as soon as possible. Upon the Agent's receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agent will resume solicitations of purchases of the Securities. In addition, subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents Agent to suspend solicitation of offers to purchase at any time, time for any a period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents Agent will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (other than to change interest rates), it will promptly advise the Agent and the Trustee and will furnish the Agent and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB the Agent, at the direction of the Company, suspends solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents Agent and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightrepresentations, warranties and covenants of the Company contained in its sole discretionthe Agency Agreement, to the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon As soon as practicable, but in any event not later than one Business Day after receipt of such instructionsnotice, the Agents will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation may be resumed. Except as otherwise provided for in the Agency Agreement, the Company will have discretion regarding whether to amend or supplement the MTN Prospectus. If the Company proposes so to amend or supplement, it will promptly advise the Agents and will furnish the Agents such proposed amendment or supplement. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents applicable Agents, the Trustee and the Fiscal DTC Agent whether such orders may be settled and whether copies of the Final Prospectus as in effect at the time of the suspension, together with including the appropriate Pricing applicable Final Supplement, (or 144A Prospectusthe notice provided for in Rule 173(a) under the Securities Act, as if applicable), may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Final Prospectus (or 144A Prospectus the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. In the case Delivery of Registered Notes only, if NIB decides Final Prospectus: With respect to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all each offering pursuant to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB an Agent shall send a copy of the Final Prospectus as the same may file with be supplemented or amended (either physically or pursuant to Rule 172 under the Commission any such supplement Act) to the Prospectus relating customer or its agent with or prior to the Notesdelivery of the written confirmation of sale sent to such customer or agent. NIB Confirmation: For each offer to purchase a Book-Entry Note solicited by an Agent and accepted by or on behalf of the Company, the Agent will provide the Agents and the Fiscal Agent with copies of any such supplementissue a confirmation, and confirm which confirmation may be delivered by facsimile or other electronic transmission, to the Agents that such supplement has been filed purchaser, with the Commission pursuant a copy to the applicable paragraph of Rule 424(b). In Company, setting forth the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents details for settlement set forth below and furnish the Agents with the proposed amendment or supplement delivery and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementpayment instructions.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightDistribution Agreement, in its sole discretion, to the Issuer may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon and upon receipt of such instructionsat least one Business Day's prior notice from the Issuer, the Agents will each forthwith suspend solicitation until such time as NIB the Issuer has advised them it that solicitation of offers to purchase may be resumed. If the Agents receive the notice from the Issuer contemplated by the second paragraph of Section 2(b) or by 3(c) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Issuer is required, pursuant to Section 3(c) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Issuer will file such amendment or supplement with the Commission, provide the Agents and the Trustee with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Distribution Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases offers to purchase there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such ordersoffers. NIB Acceptance and Rejection of Offers Each Agent will promptly advise the Issuer, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, without notice to the Issuer, reject any offer received by it, in whole or in part. The Issuer will have the sole responsibility for right to accept offers to purchase Notes and may reject any such decision and for any arrangements that may be made offer, in whole or in part. If the event that NIB determines that such orders may not be settled Issuer accepts or that copies of such Prospectus rejects an offer, in whole or 144A Prospectus may not be so delivered. In in part, the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it Issuer will promptly advise so notify the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementPresenting Agent.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as in effect at the time of the suspensionsuspension (or the notice provided for in Rule 173(a) under the Securities Act, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, if available) may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or 144A Prospectus the notice provided for in Rule 173(a) under the Securities Act, if available) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementAgent Agreement or the Indenture, as the case may be. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to any of the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose in advance. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent unless otherwise agreed to by and in accordance with the Company. EXHIBIT H GENERAL MOTORS FINANCIAL COMPANY, INC. General Motors Financial Term Notes TERMS AGREEMENT , 201 General Motors Financial Company, Inc. 000 Xxxxxx Xxxxxx Xxxxx 0000 Fort Worth, Texas 76102 Attention: [Secretary] The undersigned agrees to purchase [as Principal] [as Agent] the following aggregate principal amount of Notes: $ The terms of such Notes shall be as follows: Trade Date: Settlement Date, Time, Place: Issue Date: CUSIP Number: Maturity Date: Price to Public: Net Proceeds to Company: Agent’s Concession: % Settlement Date, Time and Place: If Fixed Rate Note: Interest Rate: % Maturity Date: Interest Payment Dates: Regular Record Date: If Floating Rate Note: Base Interest Rate: % Index Maturity: Spread and/or Spread Multiplier: % Maximum Interest Rate: % Minimum Interest Rate: % Initial Interest Rate: % Interest Rate Reset Period: Interest Rate Reset Dates: Interest Calculation Dates: Interest Payment Dates: Regular Record Dates: Calculation Agent: Interest Payment Frequency: Stock Exchange Listing: Survivor’s Option: Optional Redemption / Repayment provisions, if any: Initial Redemption Date: Redemption Price: Initially % of Principal Amount and declining by % of the Principal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED: GENERAL MOTORS FINANCIAL COMPANY, INC. By: Title: AMERICREDIT FINANCIAL SERVICES, INC. By: Title: EXHIBIT I Form of Pricing Supplement General Motors Financial Term Notes Filed under Rule 424(b)(2), Registration Statement No. [xxx-xxxxxx] Pricing Supplement No. xx - Dated [ ] (To: Prospectus Dated June 21, 2017) CUSIP Number Selling Agency Agreement.Price Gross Concession Net Proceeds Principal Amount Coupon Type Coupon Rate Coupon Frequency Maturity Date 1st Coupon Date 1st Coupon Amount Survivor’s Option Product Ranking Guarantor Redemption Information: Trade Date: General Motors Financial Company, Inc. Settlement Date: GM Financial Term Notes Minimum Denomination/Increments: $6,000,000,000 Initial trades settle flat and clear SDFS: DTC Book Entry only Prospectus Dated: June 21, 2017 Purchasing Agent: Incapital LLC Agents: BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, RBC Capital Markets, Xxxxx Fargo Advisors Dealers purchasing Notes on an agency basis for client accounts shall purchase Notes at the public offering price. Notes sold by the Selected Dealers for their own account may be sold at the public offering price less a discount as specified above. Notes purchased by the Selected Dealers on behalf of level fee accounts may be sold to such accounts at the discount to the public offering price specified above, in which case, such Selected Dealers will not retain any portion of the sales price as compensation. EXHIBIT J

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightrepresentations, warranties and covenants of the Company and the Guarantor contained in its sole discretionthe Agency Agreement, to the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon As soon as practicable, but in any event not later than one Business Day after receipt of such instructionsnotice, the Agents will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation may be resumed. Except as otherwise provided for in the Agency Agreement, the Company will have discretion regarding whether to amend or supplement the MTN Prospectus. If the Company proposes so to amend or supplement, it will promptly advise the Agents and will furnish the Agents such proposed amendment or supplement. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents applicable Agents, the Trustee and the Fiscal DTC Agent whether such orders may be settled and whether copies of the Final Prospectus as in effect at the time of the suspension, together with including the appropriate Pricing applicable Final Supplement, (or 144A Prospectusthe notice provided for in Rule 173(a) under the Securities Act, as if applicable), may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Final Prospectus (or 144A Prospectus the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. In the case Delivery of Registered Notes only, if NIB decides Final Prospectus: With respect to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all each offering pursuant to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB an Agent shall send a copy of the Final Prospectus as the same may file with be supplemented or amended (either physically or pursuant to Rule 172 under the Commission any such supplement Act) to the Prospectus relating customer or its agent with or prior to the Notesdelivery of the written confirmation of sale sent to such customer or agent. NIB Confirmation: For each offer to purchase a Book-Entry Note solicited by an Agent and accepted by or on behalf of the Company, the Agent will provide the Agents and the Fiscal Agent with copies of any such supplementissue a confirmation, and confirm which confirmation may be delivered by facsimile or other electronic transmission, to the Agents that such supplement has been filed purchaser, with the Commission pursuant a copy to the applicable paragraph of Rule 424(b). In Company, setting forth the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents details for settlement set forth below and furnish the Agents with the proposed amendment or supplement delivery and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementpayment instructions.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightDistribution Agreement, in its sole discretion, to instruct the Agents to Company may suspend solicitation of purchases at any timetime and, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsat least one Business Day's prior notice from the Company, the Agents will each forthwith suspend solicitation until such time as NIB the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 5(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders offers already accepted by the Company outstanding for settlement, NIB the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such ordersoffers. NIB Acceptance of Offers Each Agent will promptly advise the Company, orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole responsibility right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company rejects an offer, the Company will promptly notify the Agent involved. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof (except as provided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such decision and for any arrangements purchaser. The Company shall ensure that may be made in the event that NIB determines that such orders may not be settled or that Presenting Agent receives copies of such the Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed each amendment or supplement thereto (including appropriate pricing supplements) in such quantities and with within such certificates and opinions time limits as are required, all will enable the Presenting Agent to the extent required deliver such confirmation or Note to a purchaser as contemplated by these procedures and in accordance compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency Agreement. Subject to Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the provisions date of delivery of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightDistribution Agreement, in its sole discretion, to instruct the Agents to Company may suspend solicitation of purchases at any timetime and, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsat least one Business Day's prior notice from the Company, the Agents will each forthwith suspend solicitation until such time as NIB the Company has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Company contemplated by Section 5(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders offers already accepted by the Company outstanding for settlement, NIB the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such ordersoffers. NIB ACCEPTANCE OF OFFERS Each Agent will promptly advise the Company, orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole responsibility right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company rejects an offer, the Company will promptly notify the Agent involved. DELIVERY OF PROSPECTUS A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof (except as provided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such decision and for any arrangements purchaser. The Company shall ensure that may be made in the event that NIB determines that such orders may not be settled or that Presenting Agent receives copies of such the Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed each amendment or supplement thereto (including appropriate pricing supplements) in such quantities and with within such certificates and opinions time limits as are required, all will enable the Presenting Agent to the extent required deliver such confirmation or Note to a purchaser as contemplated by these procedures and in accordance compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency Agreement. Subject to Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the provisions date of delivery of the Selling Agency Agreement, NIB may file with Prospectus. DETERMINATION OF SETTLEMENT DATE All offers accepted by the Commission Company will be settled no later than the third Business Day next succeeding the date of acceptance unless otherwise agreed by any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents purchaser and the Fiscal Agent with copies Company. The settlement date shall be specified upon receipt of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementan offer.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchases at any timetime and, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of notice from the Issuer, each Agent will, as promptly as practicable, but in no event later than one business day following such instructionsnotice, the Agents will forthwith suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. Each Agent which receives the notice from the Issuer contemplated by Section 2(a) of the Agency Agreement will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and their counsel and will furnish each Agent and their counsel with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide each Agent and their counsel with copies of any such amendment or supplement, confirm to each Agent and their counsel that such amendment or supplement has been filed with the Commission and advise each Agent and their counsel that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; each applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, but no Agent will be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents each Agent and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the rightIf, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act or the rules and regulations thereunder, the Company will notify the Agents promptly to suspend solicitation of purchases of the Notes and the Agents shall suspend their solicitations of purchases of Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Securities Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its sole discretionown expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, to however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents’ receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Notes. In addition, the Company may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumedresumed and the Company has complied with Section 6 of the Agency Agreement to the extent then required. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (other than to change interest rates or maturities or similar changes and except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB suspends the Agents, at the direction of the Company, suspend solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Delivery of Prospectus A copy of the case Prospectus as most recently amended or supplemented on the date of Registered Notes only, if NIB decides delivery thereof must be delivered to amend a purchaser prior to or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents together with the proposed earliest of (i) any written offer of such Note, (ii) confirmation of the purchase of such Note and (iii) payment for such Note by its purchaser. The Company shall ensure that an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing stickers as described in the section entitled “Procedures for Establishing the Terms of the Notes” above) in such quantities and with within such certificates and opinions time limits as are required, all will enable such Agent to the extent required deliver such confirmation or Note to a purchaser as contemplated by these procedures and in accordance compliance with the preceding sentence. If, since the date of acceptance of a purchaser’s offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency Agreement. Subject to Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the provisions date of delivery of the Selling Agency Agreement, NIB may file Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementCompany.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Agency Agreement as they relate to prior solicitations or sales of Securities, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesSecurities. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that management which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the NotesSecurities. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Securities. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the terms Company. APPENDIX TO EXHIBIT B National Rural Utilities Cooperative Finance Corporation Survivor’s Option Checklist CFC Subordinated Notes (Subordinated Deferrable Interest Notes) (“Note” or “Notes”) may contain a provision that permits repayment of a Note prior to its stated maturity, due to the death of the Selling Agency Agreement.beneficial owner of such Note (the “Survivor’s Option”). The exercise of the Survivor’s Option shall be conducted in the following manner:

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustees with the proposed amendment or supplement and with such certificates certificates, opinions and opinions disclosure letters as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustees with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to any of the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising any Agent may initiate in connection with such Agent’s solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, as applicable, unless otherwise agreed to by and in accordance with the terms of the Selling Agency AgreementCompany.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightrepresentations, warranties and covenants of the Company and the Guarantor contained in its sole discretionthe Agency Agreement, to the Company may instruct the Agents Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents Agent, the Trustees and the Fiscal Agent DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing SupplementSupplement (or the notice provided for in Rule 173(a) under the Securities Act, or 144A Prospectus, as if applicable), may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (or 144A Prospectus the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. In Delivery of Prospectus: A copy of the case Prospectus and a Pricing Supplement relating to a Book-Entry Note must accompany or precede the earliest of Registered Notes onlyany written offer of such Book-Entry Note, if NIB decides to amend or supplement confirmation of the Registration Statement (as defined purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementBook-Entry Notes is received by the Agent between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject Unless the Agents comply with the requirements of Rule 173(a) under the Securities Act, the Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. Unless the Agents comply with the requirements of Rule 173(a) under the Securities Act, the Company will make such delivery if such Book-Entry Note is sold directly by the Company to a purchaser (other than the Agent). Confirmation: For each order to purchase a Book-Entry Note solicited by the Agent and accepted by or on behalf of the Company, the Agent will issue a confirmation, which confirmation may be delivered by facsimile or other electronic transmission, to the provisions of the Selling Agency Agreementpurchaser, NIB may file with the Commission any such supplement a copy to the Prospectus relating to Company, setting forth the Notes. NIB will provide the Agents details set forth above and the Fiscal Agent with copies of any such supplement, delivery and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementpayment instructions.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the rightIf, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to 62 28 state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act or the Rules and Regulations, the Company will notify the Agents promptly to suspend solicitation of purchases of the Notes and the Agents shall suspend their solicitations of purchases of Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its sole discretionown expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, to however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents' receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Notes. In addition, the Company may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumedresumed and the Company has complied with Section 6 of the Agency Agreement to the extent then required. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (other than to change interest rates or maturities or similar changes and except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add 63 29 exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB suspends the Agents, at the direction of the Company, suspend solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Delivery of Prospectus A copy of the case Prospectus as most recently amended or supplemented on the date of Registered Notes only, if NIB decides delivery thereof must be delivered to amend a purchaser prior to or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents together with the proposed earliest of (i) any written offer of such Note, (ii) confirmation of the purchase of such Note and (iii) payment for such Note by its purchaser. The Company shall ensure that an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing stickers as described in the section entitled "Procedures for Establishing the Terms of the Notes" above) in such quantities and with within such certificates and opinions time limits as are required, all will enable such Agent to the extent required deliver such confirmation or Note to a purchaser as contemplated by these procedures and in accordance compliance with the preceding sentence. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Selling Agency Agreement. Subject to Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the provisions date of delivery of the Selling Agency Agreement, NIB may file Prospectus. The Trustee will make all such 64 30 deliveries with respect to all Notes sold directly by the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementCompany.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s and the Guarantor’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company or the Guarantor decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it the Company will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company and the Guarantor may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT C XXXX XXXXXXX LIFE INSURANCE COMPANY SignatureNotes TERMS AGREEMENT , 200 Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Boston, Massachusetts 02116 The undersigned agrees to purchase the following aggregate principal amount of Notes: $ The terms of such Notes shall be as follows: CUSIP Number: Interest Rate: % Maturity Date: Price to Public: Agent’s Concession: % Reallowance: % Fully and Unconditionally Guaranteed By: Manulife Financial Corporation Settlement Date, Time and Place: Survivor’s Option: Interest Payment Dates: Optional Redemption, if any: Initial Redemption Date: Redemption Price: Initially % of Principal Amount and declining % of the Selling Agency Agreement.Principal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent and the Company] ABN AMRO FINANCIAL SERVICES, INC. By: Name: Title: ACCEPTED: XXXX XXXXXXX LIFE INSURANCE COMPANY By: Name: Title: EXHIBIT D FORM OF PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-124223 and 000-000000-00 Xxxx Xxxxxxx Life Insurance Company SignatureNotes With Maturities of Twelve Months or More from Date of Issue Fully and Unconditionally Guaranteed By Manulife Financial Corporation Pricing Supplement No. ____ Trade Date: ______ (To Prospectus dated ____________) Issue Date: ______ The date of this Pricing Supplement is _________ CUSIP or Common Code: Price to Public: Principal Amount: Proceeds to Issuer: Discounts and Commissions: Reallowance: Dealer: Maturity Date:

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB has advised them that such solicitation may be resumed. In the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if If NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany's representations, warranties and covenants contained in its sole discretionthe Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. B-18 CHI99 5065785-1.021110.0010 In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes onlyPurchasing Agent, if NIB decides to amend the Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company, the Purchasing Agent or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required by that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising the Purchasing Agent or an Agent may initiate in accordance connection with the solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of the Purchasing Agent or such Agent, unless otherwise agreed to by the Company. B-19 CHI99 5065785-1.021110.0010 EXHIBIT C TERMS AGREEMENT , 200_ HSBC Finance Corporation 00000 Xxxxx Xxxxxxxxxx Xxxx. Xxxxxxx, Xxxxxxxx 00000 Attention: Secretary The undersigned agrees to purchase the following HSBC Finance InterNotes®: The terms of the Selling Agency Agreement.such Notes shall be as follows: CUSIP Number_____________ Principal Amount: Interest Rate Provisions: If Fixed Rate:

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as in effect at the time of the suspensionsuspension (or the notice provided for in Rule 173(a) under the 1933 Act, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, if available) may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or 144A Prospectus the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) Statement, any Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission SEC any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT C TERMS AGREEMENT Part I: Form of Terms Agreement for Fixed-Rate Notes , 20 Bank of America Terms Agreement Bank of America Corporation 000 Xxxxx Xxxxx Xxxxxx, NC 1-007-06-10 Xxxxxxxxx, XX 00000 Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: The terms of such InterNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Maturity Date: Coupon Type: Coupon: Coupon Payments: Settlement Date: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Initial Sale Time: Use of Free Writing Prospectus: Y/N [Any other terms and conditions agreed to by the Selling Agency AgreementPurchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Electronically Presented by: INCAPITAL LLC Accepted by: BANK OF AMERICA CORPORATION Part II: Form of Terms Agreement for Floating-Rate Notes , 20 Bank of America Terms Agreement Bank of America Corporation 000 Xxxxx Xxxxx Xxxxxx, NC 1-007-06-10 Xxxxxxxxx, XX 00000 Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: The terms of such InterNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Settlement Date: Maturity Date: Coupon Type: Interest Rate Basis: Initial Interest Rate: Index Maturity: Spread to Interest Rate Basis: Interest Payment Dates: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Initial Sale Time: Calculation Agent: Use of Free Writing Prospectus: Y/N [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Electronically Presented by: INCAPITAL LLC Accepted by: BANK OF AMERICA CORPORATION Part III: Form of Terms Agreement for Indexed Notes , 20 Bank of America Terms Agreement Bank of America Corporation 000 Xxxxx Xxxxx Xxxxxx, NC 1-007-06-10 Xxxxxxxxx, XX 00000 Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: The terms of such InterNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Settlement Date: Maturity Date: Coupon Type: Interest Rate Basis: Initial Interest Rate: Index Maturity: Spread to Interest Rate Basis: Interest Payment Dates: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Initial Sale Time: Calculation Agent: Use of Free Writing Prospectus: Y/N [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Electronically Presented by: INCAPITAL LLC Accepted by: BANK OF AMERICA CORPORATION Exhibit D Part I: Form of Pricing Supplement for Fixed-Rate Notes Filed under Rule 424(b)(3), Registration Statement No. Pricing Supplement No. – dated , , 20 (To: Prospectus Dated July 15, 2011) Bank of America Corporation 000 Xxxxx Xxxxx Xxxxxx, NC1-007-06-10 Charlotte, NC 28255 Bank of America Corporation Bank of America InterNotes® Prospectus dated July 15, 2011 CUSIP Number Aggregate Principal Amount Price to Public Gross Concession Net Proceeds Coupon Type Coupon Rate Coupon Frequency Maturity Date 1st Coupon Date 1st Coupon Amount Survivor’s Option Product Ranking Redemption Information: _______________________________________________ Joint Lead Managers and Lead Agents: ____________________________________ Agents: _____________________________________________________________ Trade Date: __________________________________________________________ Settlement Date: ______________________________________________________ Minimum Denominations/Increments: _____________________________________ Call Description: ______________________________________________________ Calculation Agent: _____________________________________________________ Other Terms: _________________________________________________________ Validity of Notes: _____________________________________________________ Part II: Form of Pricing Supplement for Floating-Rate Notes Filed under Rule 424(b)(3) Registration Statement No. Pricing Supplement No. – dated , , 20 (To: Prospectus Dated July 15, 2011) Bank of America Corporation 000 Xxxxx Xxxxx Xxxxxx, NC1-007-06-10 Charlotte, NC 28255 Bank of America Corporation Bank of America InterNotes® Prospectus dated July 15, 2011 CUSIP Number Principal Amount Gross Concession Net Proceeds Coupon Type Interest Rate Basis Index Maturity Spread to Interest Rate Basis Maturity Date Interest Reset Dates Maximum Interest Amount Initial Interest Rate 1st Coupon Date Interest Payment Dates Day Count Basis Survivor’s Option Product Ranking Redemption Information: _______________________________________________ Joint Lead Managers and Lead Agents: ____________________________________ Agents: _____________________________________________________________ Trade Date: __________________________________________________________ Settlement Date: ______________________________________________________ Minimum Denominations/Increments: _____________________________________ Call Description: ______________________________________________________ Other Terms: _________________________________________________________ Validity of Notes: _____________________________________________________ Part III: Form of Preliminary Pricing Supplement for Indexed Notes To be agreed upon by Bank of America and the Agents

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents Purchasing Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Purchasing Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents Purchasing Agent and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as in effect at the time of the suspensionsuspension (or the notice provided for in Rule 173(a) under the 1933 Act, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, if available) may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or 144A Prospectus the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) Statement, any Disclosure Package or the Prospectus, it will promptly advise the Agents Purchasing Agent and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Purchasing Agent or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Agents and furnish Trustee to either the Agents with Company or the proposed amendment or supplement and with such certificates and opinions as are required, all Purchasing Agent shall be made only to the extent required that funds are provided to the Trustee for such purpose. Sch C-14 Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising a Purchasing Agent may initiate in connection with such Purchasing Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Purchasing Agent, unless otherwise agreed to by and in accordance with the Company. SCHEDULE D TERMS AGREEMENT , 20 Xxxxxxxxx Group, Inc. Terms Agreement Xxxxxxxxx Group, Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx Group, Inc. Notes Due Nine Months or More from Date of Issue The undersigned agrees to purchase the following Notes Clearing Information: The terms of the Selling Agency Agreement.such Notes shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Maturity Date: Coupon Type: Coupon: Coupon Payments: Settlement Date: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Time of Acceptance: Use of Free Writing Prospectus: Y/N

Suspension of Solicitation; Amendment or Supplement. NIB reserves If, at any time when a Final Prospectus relating to the rightNotes is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the 1933 Act, the Company will notify the Agent promptly to suspend solicitation of purchases of the Notes and the Agent shall suspend its sole discretionsolicitations of purchases of securities; and if the Company shall decide to amend or supplement the Registration Statement or the Final Prospectus, it will promptly advise the Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its reasonable best efforts to cause any amendment of the Registration Statement containing an amended Final Prospectus to be made effective as soon as possible. Upon the Agent’s receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agent will resume solicitations of purchases of the Notes. In addition, subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents Agent to suspend solicitation of offers to purchase at any time, time for any a period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents Agent will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Final Prospectus relating to the Notes (other than to change interest rates), it will promptly advise the Agent and the Trustee and will furnish the Agent and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB the Agent, in its capacity as agent and not as principal, at the direction of the Company, suspends solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents Agent and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Final Prospectus as theretofore amended or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Final Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightDistribution Agreement, in its sole discretion, to the Issuer may instruct the Agents Distributors to suspend solicitation of offers to purchase at any time, for any period and upon receipt of time or permanentlyat least one Business Day's prior notice from the Issuer, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents Distributors will each forthwith suspend solicitation until such time as NIB the Issuer has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Issuer contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Issuer is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor and will furnish each Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Issuer will file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Distribution Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases offers to purchase there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations. The Issuer will in addition promptly advise the Agents Distributors and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. resumed In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT E TERMS AGREEMENT Part I: Form of Terms Agreement for Fixed-Rate Notes Discover Financial Services Terms Agreement , 20 Discover Financial Services c/o Discover Financial Services [●] [●] The undersigned agrees to purchase the following aggregate principal amount of XXXX XXXX XXXX®: $ The terms of the Selling Agency AgreementXXXX XXXX XXXX® shall be as follows: CUSIP Number: Notes: Interest Rate: Maturity Date: Price to Public: Agent’s Concession: Net Proceeds to Issuer: Interest Payment Dates: Settlement Date, Time and Place: Posting Date: Trade Date: Survivor’s Option: Xxxxx’x Rating: S & P Rating: Redemption Info: Use of Free Writing Prospectus: Y/N Applicable Time: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED DISCOVER FINANCIAL SERVICES By: Title: Part II: Form of Terms Agreement for Floating-Rate Notes or Indexed Notes Discover Financial Services Terms Agreement , 20 Discover Financial Services c/o Discover Financial Services [●] [●] The undersigned agrees to purchase the following aggregate principal amount of XXXX XXXX XXXX®: $ The terms of the XXXX XXXX XXXX® shall be as follows: CUSIP Number: Notes: Price to Public: Agent’s Concession: Net Proceeds to Issuer: Posting Date: Trade Date: Settlement Date, Time and Place: Maturity Date: Coupon Type: Applicable Time: Interest Rate Basis: Initial Interest Rate: Index Maturity: Spread to Interest Rate Basis: Interest Payment Dates: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Survivor’s Option: Xxxxx’x Rating: S & P Rating: Redemption Info: Calculation Agent: Use of Free Writing Prospectus: Y/N [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED DISCOVER FINANCIAL SERVICES By: Title: EXHIBIT F Part I: Form of Pricing Supplement for Fixed-Rate Notes Pricing Supplement Dated: Filed under Rule 424(b)(3) (To Prospectus Dated June 26, 2015, and File No. 333- Prospectus Supplement Dated September 8, 2015) Pricing Supplement No. Discover Financial Services c/o Discover Financial Services [●] [●] Trade Date: Issue Date: Joint Lead Managers and Lead Agents: Agents: CUSIP NUMBER PRINCIPAL AMOUNT SELLING PRICE GROSS CONCESSION NET PROCEEDS COUPON RATE COUPON FREQUENCY MATURITY DATE FIRST COUPON DATE FIRST COUPON AMOUNT SURVIVOR’S OPTION PRODUCT RANKING REDEMPTION INFO Other Terms: Part II: Form of Pricing Supplement for Floating-Rate Notes Pricing Supplement Dated: Filed under Rule 424(b)(3) (To Prospectus Dated June 26, 2015, and File No. 333- Prospectus Supplement Dated September 8, 2015) Pricing Supplement No. Discover Financial Services c/o Discover Financial Services [●] [●] Trade Date: Issue Date: Settlement Date: Joint Lead Managers and Lead Agents: Agents: CUSIP NUMBER PRINCIPAL AMOUNT SELLING PRICE GROSS CONCESSION NET PROCEEDS COUPON TYPE INTEREST RATE BASIS INDEX MATURITY SPREAD TO INTEREST RATE BASIS MATURITY DATE MAXIMUM INTEREST AMOUNT INITIAL INTEREST RATE FIRST COUPON DATE INTEREST PAYMENT DATES DAY COUNT BASIS Other Terms: EXHIBIT G Master Selected Dealer Agreement [DATE] Dear [Customer Name]: In connection with public offerings of securities after the date hereof for which we are acting as lead agent, as lead or co-manager of an underwriting syndicate or in connection with unregistered (pursuant to Rule 144A under the Securities Act (as defined below) or otherwise exempt) offerings of securities for which we are acting as lead agent or lead or co-manager or otherwise involved in the distribution of securities by means of an offering of securities for sale to selected dealers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as in effect at the time of the suspensionsuspension (or the notice provided for in Rule 173(a) under the 1933 Act, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, if available) may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or 144A Prospectus the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) Statement, any Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission SEC any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company. EXHIBIT C TERMS AGREEMENT Part I: Form of Terms Agreement for Fixed-Rate Notes , 20 Bank of America Terms Agreement Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: The terms of such InterNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Maturity Date: Coupon Type: Coupon: Coupon Payments: Settlement Date: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Presented by: INCAPITAL LLC [Name], [date], [time] Signature Accepted by: BANK OF AMERICA CORPORATION Signature Part II: Form of Terms Agreement for Floating-Rate Notes , 20 Bank of America Terms Agreement Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: The terms of such InterNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Settlement Date: Maturity Date: Coupon Type: Interest Rate Basis: Initial Interest Rate: Index Maturity: Spread to Interest Rate Basis: Interest Payment Dates: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Calculation Agent: [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Presented by: INCAPITAL LLC [Name], [date], [time] Signature Accepted by: BANK OF AMERICA CORPORATION Signature Part III: Form of Terms Agreement for Indexed Notes , 20 Bank of America Terms Agreement Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: The terms of such InterNotes® shall be as follows: CUSIP Number: Principal Amount: Issue Price (as % of par): Commission: Net Proceeds to Issuer: Important Dates: Posting Date: Trade Date: Settlement Date: Maturity Date: Coupon Type: Interest Rate Basis: Initial Interest Rate: Index Maturity: Spread to Interest Rate Basis: Interest Payment Dates: Interest Reset Dates: Minimum Interest Amount: Day Count Basis: Survivor’s Option: Collateral Type: Xxxxx’x Rating: S & P Rating: Redemption Info: Calculation Agent: [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Presented by: INCAPITAL LLC [Name], [date], [time] Signature Accepted by: BANK OF AMERICA CORPORATION Signature Exhibit D Part I: Form of Pricing Supplement for Fixed-Rate Notes Filed under Rule 424(b)[(2)][(3)], Registration Statement No. 333-[ ] [Preliminary][Final] Pricing Supplement No. – dated , , 20 (To: Prospectus dated [ ], 2015) Bank of America Corporation Bank of America InterNotes® CUSIP Number Aggregate Principal Amount Price to Public Gross Concession Net Proceeds Coupon Type Coupon Rate Coupon Frequency Maturity Date 1st Coupon Date 1st Coupon Amount Survivor’s Option Product Ranking Redemption Information: Joint Lead Managers and Lead Agents: Agents: Offering Dates: Trade Date: Settlement Date: Minimum Denominations/Increments: Call Description: Other Terms: [In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation (the “Company”), when the trustee has made an appropriate entry on Schedule 1 to the master registered global [senior][subordinated] note that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in accordance with the terms instructions of the Selling Agency AgreementCompany and the notes have been delivered against payment therefor as contemplated in this supplement and the related prospectus, all in accordance with the provisions of the indenture governing the notes, such notes will be legal, valid and binding obligations of the Company, subject to the effect of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the date hereof and is limited to 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 customary assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes and due authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes 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 copies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated February 27, 2015, which has been filed as an exhibit to the Company’s Registration Statement relating to the notes filed with the Securities and Exchange Commission on February 27, 2015.] Part II: Form of Pricing Supplement for Floating-Rate Notes Filed under Rule 424(b)[(2)][(3)] Registration Statement No.333-[ ] [Preliminary][Final] Pricing Supplement No. – dated , , 20 (To: Prospectus dated [ ], 2015) Bank of America Corporation Bank of America InterNotes® CUSIP Number Principal Amount Gross Concession Net Proceeds Coupon Type Interest Rate Basis Index Maturity Spread to Interest Rate Basis Maturity Date Interest Reset Dates Maximum Interest Amount Initial Interest Rate 1st Coupon Date Interest Payment Dates Day Count Basis Survivor’s Option Product Ranking Redemption Information: Joint Lead Managers and Lead Agents: Agents: Offering Dates: Trade Date: Settlement Date: Minimum Denominations/Increments: [Initial trades settle flat and clear SDFS: DTC Book-Entry only] [DTC Number 0235 via RBC Xxxx Xxxxxxxx Inc.] Calculation Agent: Other Terms: [In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation (the “Company”), when the trustee has made an appropriate entry on Schedule 1 to the master registered global [senior][subordinated] note that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in accordance with the instructions of the Company and the notes have been delivered against payment therefor as contemplated in this supplement and the related prospectus, all in accordance with the provisions of the indenture governing the notes, such notes will be legal, valid and binding obligations of the Company, subject to the effect of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the date hereof and is limited to 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 customary assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes and due authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes 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 copies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated February 27, 2015, which has been filed as an exhibit to the Company’s Registration Statement relating to the notes filed with the Securities and Exchange Commission on February 27, 2015.]

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchase at any time, for any period of time or permanentlyand, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsnotice from the Issuer or the Company, the Agents will forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Issuer or the Company contemplated by Section 4(d) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer or the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and will furnish the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer or the Company suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchases at any time, for any period of time or permanentlyand, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsnotice from the Issuer, the Agents will forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Issuer contemplated by Section 2(a) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and will furnish the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; the applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, but the applicable Agent will not be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents applicable Agent and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s and the Guarantor’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company or the Guarantor decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it the Company will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company and the Guarantor may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT C XXXX XXXXXXX LIFE INSURANCE COMPANY SignatureNotes TERMS AGREEMENT , 200 Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 The undersigned agrees to purchase the following aggregate principal amount of Notes: $ The terms of such Notes shall be as follows: CUSIP Number: Interest Rate: % Maturity Date: Price to Public: Agent’s Concession: % Reallowance: % Fully and Unconditionally Guaranteed By: Manulife Financial Corporation Settlement Date, Time and Place: Survivor’s Option: Interest Payment Dates: Optional Redemption, if any: Initial Redemption Date: Redemption Price: Initially % of Principal Amount and declining % of the Selling Agency Agreement.Principal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent and the Company] ABN AMRO FINANCIAL SERVICES, INC. By: Name: Title: ACCEPTED: XXXX XXXXXXX LIFE INSURANCE COMPANY By: Name: Title: EXHIBIT D FORM OF PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-124223 and 000-000000-00 Xxxx Xxxxxxx Life Insurance Company SignatureNotes With Maturities of Twelve Months or More from Date of Issue Fully and Unconditionally Guaranteed By Manulife Financial Corporation Pricing Supplement No. ____ Trade Date: ______ (To Prospectus dated ____________) Issue Date: ______ The date of this Pricing Supplement is _________ CUSIP or Common Code: Price to Public: Principal Amount: Proceeds to Issuer: Discounts and Commissions: Reallowance: Dealer: Maturity Date:

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Trustee Not to Risk Funds: Nothing herein shall be deemed to require the case of Registered Notes onlyTrustee to risk or expend its own funds in connection with any payment to the Company, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the ProspectusAgents or the purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject that funds are provided to the provisions Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of the Selling Agency Agreement, NIB any advertising an Agent may file initiate in connection with the Commission any such supplement Agent’s solicitation to the Prospectus relating to purchase the Notes. NIB The expense of such advertising will provide be solely the Agents responsibility of such Agent, unless otherwise agreed to by the Company. XXXXXXX X XXX XXXXXXXXXXX EdNotes SM TERMS AGREEMENT , 200 SLM Corporation 10000 Xxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 The undersigned agrees to purchase the following aggregate principal amount of Notes: $ The terms of such Notes shall be as follows: CUSIP Number: Interest Rate: % Maturity Date: Price to Public: Agent’s Concession: % Reallowance: % Settlement Date, Time and Place: Survivor’s Option: Interest Payment Dates: Optional Redemption, if any: Initial Redemption Date: Redemption Price: Initially % of Principal Amount and declining % of the Principal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent and the Fiscal Agent Company] ABN AMRO FINANCIAL SERVICES, INC. By: Name: Title: ACCEPTED: SLM CORPORATION By: Name: Title: Exhibit D Form of Pricing Supplement Registration No. 333-107132 Filed Pursuant to Rule 424(b)(3) SLM Corporation EdNotes SM With Maturities of 9 Months or More from Date of Issue Pricing Supplement No. ___ Trade Date: ___/___/___ (To Prospectus Supplement dated ___, ___) Issue Date: ___/___/___ The date of this Pricing Supplement is _______ __, ____ CUSIP or Common Code Principal Amount Interest Rate Maturity Date Price to Public Interest Payment Frequency Subject to Dates and terms of redemption (begin date) Survivor’s Option Redemption (including the redemption price) Discounts and Proceeds to Issuer Commissions Reallowance Dealer EXHIBIT E Form of Master Selected Dealer Agreement [Name of Broker-Dealer] [Broker-Dealer’s Address] Dear Selected Dealer: In connection with copies public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be offered the right as such a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions selected dealer group organized by us as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementfollows.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Subordinated Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in Statement, the Selling Agency Agreement) Prospectus Disclosure Package, an Issuer Free Writing Prospectus or the Permitted Free Writing Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Subordinated Notes. NIB The Company will provide the Agents Purchasing Agent and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Purchasing Agent that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes onlyPurchasing Agent, if NIB decides to amend the Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to any of the Company, the Purchasing Agent or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required by that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising the Purchasing Agent or an Agent may initiate in accordance connection with the terms solicitation of offers to purchase the Subordinated Notes. The expense of such advertising will be solely the responsibility of the Selling Agency AgreementPurchasing Agent or such Agent, unless otherwise agreed to by the Company.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus (including the final pricing supplement) as in effect at the time of the suspensionsuspension (or the notice provided for in Rule 173(a) under the Securities Act, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, if available) may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus (including the final pricing supplement) (or 144A Prospectus the notice provided for in Rule 173(a) under the Securities Act, if available) may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) Statement, any Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission SEC any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company. EXHIBIT C TERMS AGREEMENT Part I: Form of Terms Agreement for Fixed-Rate Notes ___________, 20__ Bank of America Terms Agreement Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: ____________ The terms of such InterNotes® shall be as follows: CUSIP Number: ____________ Principal Amount: ____________ Issue Price (as % of par): ____________ Commission: ____________ Net Proceeds to Issuer: ____________ Important Dates: Posting Date: ____________ Trade Date: ____________ Maturity Date: ____________ Coupon Type: ____________ Coupon: ____________ Coupon Payments: ____________ Settlement Date: ____________ Survivor’s Option: ____________ Collateral Type: ____________ Xxxxx’x Rating: ____________ S&P Rating: ____________ Redemption Info: ____________ [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Presented by: INSPEREX LLC [Name], [date], [time] Signature Accepted by: BANK OF AMERICA CORPORATION Signature Part II: Form of Terms Agreement for Floating-Rate Notes ___________, 20__ Bank of America Terms Agreement Bank of America InterNotes® The undersigned agrees to purchase the following InterNotes® Clearing Information: ____________ The terms of such InterNotes® shall be as follows: CUSIP Number: ____________ Principal Amount: ____________ Issue Price (as % of par): ____________ Commission: ____________ Net Proceeds to Issuer: ____________ Important Dates: Posting Date: ____________ Trade Date: ____________ Settlement Date: ____________ Maturity Date: ____________ Coupon Type: ____________ Interest Rate Basis: ____________ Initial Interest Rate: ____________ Index Maturity: ____________ Spread to Interest Rate Basis: ____________ Interest Payment Dates: ____________ Interest Reset Dates: ____________ Minimum Interest Amount: ____________ Day Count Basis: ____________ Survivor’s Option: ____________ Collateral Type: ____________ Xxxxx’x Rating: ____________ S&P Rating: ____________ Redemption Info: ____________ Calculation Agent: ____________ [Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.] Presented by: INSPEREX LLC [Name], [date], [time] Signature Accepted by: BANK OF AMERICA CORPORATION Signature Exhibit D Part I: Form of Pricing Supplement for Fixed-Rate Notes Filed under Rule 424(b)[(2)][(3)], Registration Statement No. 333-257399 [Preliminary][Final] Pricing Supplement No. _______– dated ________, __________, 20__ (To: Prospectus dated , 2021) Bank of America Corporation Bank of America InterNotes® CUSIP Number Aggregate Principal Amount Price to Public Gross Concession Net Proceeds Coupon Type Coupon Rate Coupon Frequency Maturity Date 1st Coupon Date 1st Coupon Amount Survivor’s Option Product Ranking Redemption Information: Joint Lead Managers and Lead Agents: Agents: Offering Dates: Trade Date: Settlement Date: Minimum Denominations/Increments: Call Description: Other Terms: [In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation (the “Company”), when the trustee (or other appropriate party under the [senior][subordinated] indenture) has made the appropriate entries or notations on Schedule 1 to the master registered global [senior][subordinated] note that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in accordance with the terms instructions of the Selling Agency AgreementCompany, and the notes have been delivered against payment therefor as contemplated in this pricing supplement and the related prospectus, all in accordance with the provisions of the indenture governing the notes, the notes will be the legal, valid and binding obligations of the Company, subject to the effects of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the date hereof and is limited to 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) as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes and due authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes with respect to the trustee, the legal capacity of individuals, 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 copies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated June 25, 2021, which has been filed as an exhibit to the Company’s Registration Statement relating to the notes filed with the Securities and Exchange Commission on June 25, 2021.] Part II: Form of Pricing Supplement for Floating-Rate Notes Filed under Rule 424(b)[(2)][(3)], Registration Statement No. 333-257399 [Preliminary][Final] Pricing Supplement No. _______– dated ________, __________, 20__ (To: Prospectus dated , 2021) Bank of America Corporation Bank of America InterNotes® CUSIP Number Principal Amount Gross Concession Net Proceeds Coupon Type Interest Rate Basis Index Maturity Spread to Interest Rate Basis Maturity Date Interest Reset Dates Maximum Interest Amount Initial Interest Rate 1st Coupon Date Interest Payment Dates Day Count Basis Survivor’s Option Product Ranking Redemption Information: Joint Lead Managers and Lead Agents: Agents: Offering Dates: Trade Date: Settlement Date: Minimum Denominations/Increments: [Initial trades settle flat and clear SDFS: DTC Book-Entry only] [DTC Number 0235 via RBC Xxxx Xxxxxxxx Inc.] Calculation Agent: Other Terms: [In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation (the “Company”), when the trustee (or other appropriate party under the [senior][subordinated] indenture) has made the appropriate entries or notations on Schedule 1 to the master registered global [senior][subordinated] note that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in accordance with the instructions of the Company, and the notes have been delivered against payment therefor as contemplated in this pricing supplement and the related prospectus, all in accordance with the provisions of the indenture governing the notes, the notes will be the legal, valid and binding obligations of the Company, subject to the effects of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the date hereof and is limited to 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) as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes and due authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes with respect to the trustee, the legal capacity of individuals, 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 copies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated June 25, 2021, which has been filed as an exhibit to the Company’s Registration Statement relating to the notes filed with the Securities and Exchange Commission on June 25, 2021.] EXHIBIT E Master Selected Dealer Agreement Dear [________]: In connection with public offerings of securities after the date hereof for which we are acting as lead agent, as lead or co-manager of an underwriting syndicate or in connection with unregistered (pursuant to Rule 144A or otherwise exempt) offerings of securities for which we are acting as lead agent or lead or co-manager or otherwise involved in the distribution of securities by means of an offering of securities for sale to selected dealers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s and the Guarantors’ representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT C LASALLE FUNDING LLC LaSalleNotes® Terms Agreement __________ __, 200_ LaSalle Funding LLC 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 The undersigned agrees to purchase the following aggregate principal amount of Notes: $ ___________ The terms of such Notes shall be as follows: CUSIP Number: ________________ Interest Rate: _________________% Maturity Date: ________________ Price to Public: _______________ Agent’s Concession: ___________% Guaranteed Unconditionally By: ABN AMRO Holding N.V. and ABN AMRO Bank N.V. Settlement Date, Time and Place: __________________________________________ Survivor’s Option: _______________ Interest Payment Dates: _______________ Optional Redemption, if any: ______________ Initial Redemption Date: _________________ Redemption Price: Initially % of Principal Amount and declining __________ % of the Selling Agency AgreementPrincipal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent, the Company and the Guarantors] LASALLE FINANCIAL SERVICES, INC. By: Name: Title: ACCEPTED: LASALLE FUNDING LLC By: Name: Title: EXHIBIT D FORM OF PRICING SUPPLEMENT Registration No. 333-[ ] Filed Pursuant to Rule 424(b)(2) LASALLE FUNDING LLC LaSalleNotes® Fully and Unconditionally Guaranteed By ABN AMRO HOLDING N.V. and ABN AMRO BANK N.V. -------------------------------------------------------------------------------- Pricing Supplement No. __ Trade Date: __/__/__ (To Prospectus Supplement dated September 29, 2006) Issue Date: __/__/__ The date of this Pricing Supplement is _________ __, ____ CUSIP or Common Code Principal Amount Interest Rate Maturity Date Price to Public Interest Payment Frequency Subject to Dates and terms of redemption (begin date) Survivor’s Option Redemption (including the redemption price) Discounts and Proceeds to Issuer Commissions Reallowance Dealer EXHIBIT E Form of Master Selected Dealer Agreement1 [Name of Broker-Dealer] [Broker-Dealer’s Address] Dear Selected Dealer: In connection with public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be offered the right as such a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. NIB reserves If, at any time when a prospectus relating to the rightSecurities is required to be delivered under the Act, any event occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Agent promptly to suspend solicitation of purchases of the Securities and the Agent shall suspend its sole discretionsolicitations of purchases of securities; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its reasonable best efforts to cause any amendment of the Registration Statement containing an amended Prospectus to be made effective as soon as possible. Upon the Agent's receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agent will resume solicitations of purchases of the Securities. In addition, subject to its representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents Agent to suspend solicitation of offers to purchase at any time, time for any a period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents Agent will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (other than to change interest rates), it will promptly advise the Agent and the Trustee and will furnish the Agent and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB the Agent, at the direction of the Company, suspends solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents Agent and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchase at any time, for any period of time or permanentlyand, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsnotice from the Issuer or the Company, the Agents will forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Issuer or the Company contemplated by Section 4(d) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer or the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and will furnish the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the 33 73 Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB has advised them that such solicitation may be resumed. In the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if If NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB has advised them that such solicitation may be resumed. In the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if If NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to The Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, for whereupon the Agents will as promptly as possible (but in any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon event not later than one business day after receipt of such instructions, the Agents will forthwith instruction) suspend solicitation until such time as NIB the Company has advised them the Agents that such solicitation of offers to purchase Notes may be resumed. If the Company proposes to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement), it will promptly advise the Agents and will furnish to the Agents such proposed amendment or supplement and, after the Agents have been afforded a reasonable opportunity to review such amendment or supplement, will cause such amendment or supplement to be filed with the Commission. The Company will promptly provide the Agents with copies of any such amendment or supplement and confirm to the Agents that such amendment or supplement has been filed with the Commission. In the event that at the time NIB suspends the Agents suspend solicitation of purchases offers to purchase Notes there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company but for settlementwhich settlement has not occurred, NIB the Company, consistent with its obligations under the Distribution Agreement, promptly will promptly advise the Agents and the Fiscal Agent whether such orders sales may be settled and whether copies of the Prospectus as in effect supplemented at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orderssales. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders sales may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case Authenticity of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it Signatures: The Trustee will promptly advise the Agents and furnish the Agents from time to time with the proposed amendment specimen signatures of each of the Trustee's officers, employees or supplement and with such certificates and opinions as are requiredagents who have been authorized by the Trustee to authenticate Notes, all but the Agents will have no obligation or liability to the extent required Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Cost: The Company will determine with the Agents the amount of advertising that may be appropriate in the solicitation of offers to purchase the Notes. Advertising expenses will be paid by the Agents. II. Book-Entry Procedures In connection with the qualification of Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its obligations under a Letter of Representations from the terms Company and the Trustee to DTC, dated as of the Selling Agency Agreement. Subject to the provisions of the Selling Agency October 31, 2001, and a Medium Term Note Certificate Agreement, NIB may file with dated as of December 1, 1998 between the Commission any such supplement to Trustee and DTC (the Prospectus relating to the Notes. NIB will provide the Agents "Certificate Agreement"), and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(bTrustee's obligations as a participant in DTC including DTC's Same-Day Funds Settlement System ("SDFS"). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to instruct the Agents to Issuer may suspend solicitation of purchase at any time, for any period of time or permanentlyand, the solicitation of orders to purchase Book-Entry Notes. Upon upon receipt of such instructionsnotice from the Issuer, the Agents will forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as NIB the Issuer has advised them that solicitation of purchases may be resumed. If the Agents receive the notice from the Issuer contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and will furnish the Agents with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will promptly file or mail to the Commission for filing such amendment or supplement, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer’s obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to The Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them the Agents that such solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or mailed to the Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: If to [notice provisions for Agents] and to: Xxxxxxxx Xxxxxxx LLP 0000 Xxxx Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: F. Xxxxxxxxx Xxxxxxxx, Xx., Esquire Telephone: (000) 000-0000 Facsimile: (000) 000-0000 In the event that at the time NIB suspends the solicitation of purchases offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes) there shall be any orders outstanding for settlementoffers to purchase Notes that have been accepted by the Company which have not been settled, NIB the Company will promptly advise the Agents Offering Agent and the Fiscal Agent Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such ordersoffers. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders offers may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Delivery of Prospectus and applicable Pricing Supplement: A copy of the case of Registered Notes onlymost recent Prospectus and the applicable Pricing Supplement, if NIB decides which pursuant to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or Rule 434 may be delivered separately from the Prospectus, it must accompany or precede the earlier of (a) the written confirmation of a sale sent to an investor or other purchaser or its agent and (b) the delivery of Notes to an investor or other purchaser or its agent. Authenticity of Signatures: The Agents will promptly advise the Agents and furnish the Agents with the proposed amendment have no obligation or supplement and with such certificates and opinions as are required, all liability to the extent required by and Company or the Trustee in accordance with the terms respect of the Selling Agency Agreement. Subject to the provisions authenticity of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies signature of any such supplementofficer, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend employee or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms agent of the Selling Agency AgreementCompany or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany's representations, warranties and covenants contained in its sole discretionthe Distribution Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally or in writing), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Final Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Final Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Final Prospectus, it will promptly advise the Agents Lead Agent, on behalf of the Agents, and furnish the Agents Lead Agent, on behalf of the Agents, and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Distribution Agreement. Subject to the provisions of the Selling Agency Distribution Agreement, NIB the Company may file with the Commission any such supplement to the Final Prospectus relating to the Notes. NIB The Company will provide the Agents Lead Agent, on behalf of the Agents, and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents Lead Agent that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementCommission.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s representations, warranties and covenants contained in its sole discretionthe Distribution Agreement, to the Company may instruct the Agents to suspend at any time, from time to time and for any period of time or permanently, the solicitation of orders to purchase Book-Entry NotesShares. Upon receipt of such instructionsinstructions (which may be given orally or in writing), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases that there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Depositary whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the ProspectusProspectus (other than, in each case, an amendment or supplement effected by the filing of a document with the Commission pursuant to the Exchange Act or an amendment or supplement relating solely to the offering of securities other than the Shares or the Preferred Shares), it will promptly advise the Agents and thereof and, promptly after the filing thereof, furnish the Agents and the Depositary with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Distribution Agreement. Subject to the provisions of the Selling Agency Distribution Agreement, NIB the Company may file with the Commission any such supplement to the Prospectus relating to the NotesShares and the Preferred Shares. NIB Promptly after filing, the Company will provide the Agents and the Fiscal Agent Depositary with copies of any such supplement, supplement and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency AgreementCommission.

Suspension of Solicitation; Amendment or Supplement. NIB reserves If, at any time when a Final Prospectus relating to the rightNotes is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Act, the Company will notify the Agent promptly to suspend solicitation of purchases of the Notes and the Agent shall suspend its sole discretionsolicitations of purchases of securities; and if the Company shall decide to amend or supplement the Registration Statement or the Final Prospectus, it will promptly advise the Agent by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its reasonable best efforts to cause any amendment of the Registration Statement containing an amended Final Prospectus to be made effective as soon as possible. Upon the Agent's receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agent will resume solicitations of purchases of the Notes. In addition, subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents Agent to suspend solicitation of offers to purchase at any time, time for any a period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents Agent will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Final Prospectus relating to the Notes (other than to change interest rates), it will promptly advise the Agent and the Trustee and will furnish the Agent and the Trustee with copies of the proposed amendment or supplement. In the event that at the time NIB the Agent, in its capacity as agent and not as principal, at the direction of the Company, suspends solicitation of purchases offers to purchase from the Company there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents Agent and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Final Prospectus as theretofore amended or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement Settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Final Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightCompany’s and the Guarantor’s representations, warranties and covenants contained in its sole discretionthe Selling Agent Agreement, to the Company may instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of offers to purchase may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company or the Guarantor decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it the Company will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agent Agreement. Subject to the provisions of the Selling Agency Agent Agreement, NIB the Company and the Guarantor may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB The Company will provide the Agents and the Fiscal Agent Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the applicable paragraph of Rule 424(b). In Company, or the case of 144A Notes only, if NIB decides to amend Agents or supplement a 144A Prospectusthe purchasers, it will promptly advise being understood by all parties that payments made by the Trustee to either the Company or the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all shall be made only to the extent required that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by and in accordance with the Company. EXHIBIT C XXXX XXXXXXX LIFE INSURANCE COMPANY SignatureNotes TERMS AGREEMENT , 200 Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Boston, Massachusetts 02116 The undersigned agrees to purchase the following aggregate principal amount of Notes: $ The terms of such Notes shall be as follows: CUSIP Number: Interest Rate: % Maturity Date: Price to Public: Agent’s Concession: % Reallowance: % Fully and Unconditionally Guaranteed By: Manulife Financial Corporation Settlement Date, Time and Place: Survivor’s Option: Interest Payment Dates: Optional Redemption, if any: Initial Redemption Date: Redemption Price: Initially % of Principal Amount and declining % of the Selling Agency Agreement.Principal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent and the Company] ABN AMRO FINANCIAL SERVICES, INC. By: Name: Title: ACCEPTED: XXXX XXXXXXX LIFE INSURANCE COMPANY By: Name: Title: EXHIBIT D FORM OF PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(2) Registration No. - Xxxx Xxxxxxx Life Insurance Company SignatureNotes With Maturities of Twelve Months or More from Date of Issue Fully and Unconditionally Guaranteed By Manulife Financial Corporation Pricing Supplement No. ____ Trade Date: ______ (To Prospectus dated ____________) Issue Date: ______ The date of this Pricing Supplement is _________ CUSIP or Common Code: Price to Public: Principal Amount: Proceeds to Issuer: Discounts and Commissions: Reallowance: Dealer: Maturity Date:

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to its representations, warranties and covenants contained in the rightDistribution Agreement, in its sole discretioncase the Notes are sold to or through an Agent, to the Company may instruct the Agents to suspend solicitation of purchases of Notes at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them that such solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement, the Prospectus or the applicable Prospectus Supplement relating to the Notes (other than to change interest rates or other variable terms with respect to the offering of the Notes through a Pricing Supplement), it will promptly advise the Agents and the Issuing Agent and a reasonable time in advance of filing will furnish the Agents, the Issuing Agent and their respective counsel with copies of the proposed amendment or supplement. In the event that at the time NIB suspends the solicitation of purchases offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding for settlementwhich have not been settled, NIB the Company will promptly advise the Agents and the Fiscal Issuing Agent whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Delivery of Prospectus: A copy of the case most recent Prospectus and Prospectus Supplement and of Registered Notes onlythe applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale of a Book-Entry Note sent to its purchaser or (b) the payment for such Note by its purchaser. Authenticity of Signatures: The Agents will have no obligations or liability to the Company, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) Issuing Agent or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and Trustee in accordance with the terms respect of the Selling Agency Agreement. Subject to the provisions authenticity of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies signature of any such supplementofficer, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend employee or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms agent of the Selling Agency AgreementCompany, the Issuing Agent or the Trustee on any Note.

Suspension of Solicitation; Amendment or Supplement. NIB reserves As provided in the rightAgency Agreement, in its sole discretion, to the Issuer may instruct the Agents to suspend solicitation of offers to purchase at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon and upon receipt of such instructionsat least one Business Day's prior notice from the Issuer, the Agents will each forthwith suspend solicitation until such time as NIB the Issuer has advised them that solicitation of offers to purchase may be resumed. If the Agents receive the notice from the Issuer contemplated by Section 4(b) of the Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Agency Agreement. If the Issuer is required, pursuant to the last sentence of Section 4(b) of the Agency Agreement, to prepare an amendment or supplement, it will promptly furnish each Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Agent and will furnish each Agent with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Issuer will file such amendment or supplement with the Commission, provide the Agents with copies of any such amendment or supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission and advise the Agents that solicitation may be resumed. In Any such suspension shall not affect the Issuer's obligations under the Agency Agreement; and in the event that at the time NIB the Issuer suspends solicitation of purchases offers to purchase there shall be any orders offers already accepted by the Issuer outstanding for settlement, NIB the Issuer will have the sole responsibility for fulfilling such obligations. The Issuer will in addition promptly advise the Agents and the Fiscal Agent whether Trustee if such orders may offers are not to be settled and whether if copies of the Prospectus as in effect affect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may not be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementoffers.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as NIB has advised them that such solicitation may be resumed. In the event that at the time NIB suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB will promptly advise the Agents and the Fiscal Agent whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such orders. NIB will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In the case of Registered Notes only, if If NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. NIB reserves Subject to the rightrepresentations, warranties and covenants of the Company contained in its sole discretionthe Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time, time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructionsinstructions (which may be given orally), the Agents each Agent will forthwith suspend solicitation until such time as NIB the Company has advised them it that such solicitation of purchases may be resumed. In the event that at the time NIB the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, NIB the Company will promptly advise the Purchasing Agent, the Agents and the Fiscal Agent Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that which may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In If the case of Registered Notes only, if NIB Company decides to amend or supplement the Registration Statement (as defined in Statement, the Selling Agency Agreement) Time of Sale Prospectus or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents Purchasing Agent and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject , and, subject to the provisions of the Selling Agency Agreement, NIB may file make the appropriate filings thereof with the Commission SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any such supplement payment to the Prospectus relating Company, or the Purchasing Agent, the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to any of the Company, the Purchasing Agent or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising the Purchasing Agent or an Agent may initiate in connection with the solicitation of offers to purchase the Notes. NIB The expense of such advertising will provide be solely the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms responsibility of the Selling Agency AgreementPurchasing Agent or such Agent, unless otherwise agreed to by the Company.

Suspension of Solicitation; Amendment or Supplement. NIB reserves the right, in its sole discretion, to The Company may instruct the Agents to suspend solicitation of purchases at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as NIB the Company has advised them that such solicitation of offers to purchase may be resumed. However, no such suspension will affect any offer to purchase Notes previously accepted or deemed to be accepted by the Company. See the description of suspension or termination set forth under “Method of Offering,” above. The Company will give the Agents, the applicable Trustee and the Authenticating Agent notice of (i) its intention to file any amendment to the Registration Statement or any amendment or supplement (other than a Pricing Supplement) to the Prospectus pursuant to the 1933 Act or (ii) the initial press release relating to earnings results for any fiscal period or to significant corporate developments during any period during which solicitations of offers to purchase Notes has not been suspended. One copy of any such document will be delivered or mailed to the Agents at the address (and other contact information) for the Agents as set forth in Section 12 of the Distribution Agreement. In the event that at the time NIB suspends the solicitation of purchases offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding for settlementoffers to purchase Notes that have been accepted by the Company that have not been settled, NIB the Company will promptly advise the Agents Agents, the applicable Trustee and the Fiscal Authenticating Agent whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, suspension may be delivered in connection with the settlement of such orders. NIB The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that NIB the Company determines that such orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. In Delivery of Prospectus and Applicable Pricing Supplement: Unless not required by the case 1933 Act Regulations, the applicable Agent will cause a copy of Registered Notes only, if NIB decides to amend or supplement the Registration Statement (as defined in the Selling Agency Agreement) or the most recent Prospectus, it will promptly advise including the Agents and furnish appropriate Pricing Supplement, to accompany or precede the Agents with earlier of (a) the proposed amendment written confirmation of a sale sent to an investor or supplement and with such certificates and opinions as are required, all other purchaser or (b) the delivery of Notes to the extent required by and in accordance with the terms of the Selling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, NIB may file with the Commission any such supplement to the Prospectus relating to the Notes. NIB will provide the Agents and the Fiscal Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). In the case of 144A Notes only, if NIB decides to amend an investor or supplement a 144A Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment other purchaser or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agency Agreementits agent.