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

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) suspend solicitation until such time as the Company has advised the Agents that 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 the Agents suspend solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented at the time of the suspension may be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The Company may 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 offers orders to purchase Notes at any timeCertificated Notes. Upon receipt of such instructions, whereupon the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) forthwith suspend solicitation until such time as the Company NIB has advised the Agents them 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 the Agents suspend NIB suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurredsettlement, the Company, consistent with its obligations under the Distribution Agreement, NIB will promptly will advise the Agents and the Fiscal Agent whether such sales orders may be settled and whether copies of the Prospectus Prospectus, together with the appropriate Pricing Supplement, or the 144A Prospectus, as supplemented applicable, as in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. The Company NIB will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company NIB determines that such sales orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. Authenticity In the case of Signatures: The Trustee the Registered Notes only, if NIB decides to amend or supplement the Registration Statement or the Prospectus it will promptly advise the Agents and furnish the Agents from time to time with the specimen signatures of each 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 Trustee's officersSelling Agency Agreement. In the case of Registered Notes only, employees or agents who have been authorized by subject to the Trustee provisions of the Selling Agency Agreement, NIB may file with the Commission any supplement to authenticate the Prospectus relating to the Notes, but ; NIB will provide the Agents will have no obligation or liability and the Fiscal Agent with copies of any such supplement, and confirm to the Company 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 Trustee 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 respect accordance with the terms of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any NoteSelling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. The Company may NIB reserves the right, in its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) forthwith suspend solicitation until such time as the Company NIB has advised the Agents them 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 the Agents suspend NIB suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurredsettlement, the Company, consistent with its obligations under the Distribution Agreement, NIB will promptly will advise the Agents and the Fiscal Agent whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, or 144A Prospectus, as applicable, may be delivered in connection with the settlement of such salesorders. The Company NIB will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company NIB determines that such sales orders may not be settled or that copies of such Prospectus or 144A Prospectus may not be so delivered. Authenticity In the case of Signatures: The Trustee 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 from time to time with the specimen signatures of each 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 Trustee's officersSelling Agency Agreement. Subject to the provisions of the Selling Agency Agreement, employees or agents who have been authorized by NIB may file with the Trustee Commission any such supplement to authenticate the Prospectus relating to the Notes, but . NIB will provide the Agents will have no obligation or liability and the Fiscal Agent with copies of any such supplement, and confirm to the Company 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 Trustee 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 respect accordance with the terms of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any NoteSelling Agency Agreement.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each proposed amendment or supplement and with such certificates, opinions and disclosure letters as are required, all to the extent required by and in accordance with the terms of the Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Agents shall be made only to the extent that funds are provided to the Trustee on for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any Noteadvertising 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 the Company.

Suspension of Solicitation; Amendment or Supplement. The Company If, 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 solicitations of purchases of Securities; and if FPL shall decide to amend or supplement the Registration Statement or the Prospectus, 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 Notes at any time, whereupon . Upon receipt of such instructions the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) forthwith suspend solicitation of offers to purchase from FPL until such time as the Company FPL has advised the Agents them that solicitation of offers to purchase Notes may be resumed. If the Company proposes FPL decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes Securities (except in the case of a Pricing Supplementother 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 to the Agents such and Deutsche Bank Trust Company Americas copies of the 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 the Agents Agents, at the direction of FPL, suspend solicitation of offers to purchase Notes from FPL there shall be any orders outstanding offers to purchase Notes that which have been accepted by the Company but for which settlement has have not occurredbeen settled, the Company, consistent with its obligations under the Distribution Agreement, FPL will promptly will advise the Agents and Deutsche Bank Trust Company Americas whether such sales 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 may be delivered in connection with the settlement of such salesorders. The Company FPL will have the sole responsibility for such decision and for any arrangements arrangement which may be made in the event that the Company FPL determines that such sales orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The Company may reserves the right, in its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) forthwith suspend solicitation until such time as the Company has advised the Agents them that such solicitation of offers to purchase Notes may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and 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, may be delivered in connection with the settlement of such orders. 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 that copies of such Prospectus may not be so delivered. If the Company proposes decides to amend or supplement the Registration Statement (as defined in the Agency Agreement), any Issuer Free Writing Prospectus or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Prospectus, it will promptly advise the Agents and will furnish to the Agents such with the proposed amendment or supplement andand with such certificates and opinions as are required, after all to the Agents extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company will arrange to have been afforded a reasonable opportunity to review such amendment or supplement, will cause any such amendment or supplement to be the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus relating to the Notes filed with the Commission. The Company will promptly provide the Agents and Deutsche Bank with copies of any such amendment or supplement supplement, and confirm to the Agents that such amendment or supplement has been filed with the Commission. In , and in the event that at case of any supplement to the time Prospectus or the Agents suspend solicitation Issuer Free Writing Prospectus, pursuant to the applicable paragraph of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations Rule 424(b) or Rule 433(d) under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented at the time of the suspension may be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 NoteAct.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Master Agency Agreement, the Company or the Guarantor may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes or Book-Entry Warrants. Upon receipt of such instructions, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) forthwith suspend solicitation until such time as the Company or the Guarantor has advised the Agents them 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 the Agents suspend Company or the Guarantor suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and XXX Xxxxxx whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate product supplement, Term Sheet or any other Time of Sale Information, may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements which arrangement that may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus Prospectus, product supplement, Term Sheet or any other Time of Sale Information, may not be so delivered. Authenticity If the Company and the Guarantor decide to amend or supplement the Registration Statement (as defined in the Master Agency Agreement) or the Prospectus or any product supplement, Term Sheet or any other Time of Signatures: The Trustee Sale Information, they will promptly advise the Agents and furnish the Agents from time to time with the specimen signatures of each 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 Trustee's officersMaster Agency Agreement. Subject to the provisions of the Master Agency Agreement, employees the Company and the Guarantor may file with the Commission any such supplement or agents who have been authorized by any product supplement to the Trustee Prospectus relating to authenticate Notes, but the Program Securities and the related Guarantees. The Company will provide the Agents will have no obligation or liability and BNY Mellon with copies of any such supplement, and confirm to the Company or Agents that such supplement has been filed with the Trustee in respect Commission pursuant to the applicable paragraph of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any NoteRule 424(b).

Suspension of Solicitation; Amendment or Supplement. The If, at any time when a prospectus relating to the Securities 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 solicitations 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 Notes at any time, whereupon time for a period of time or permanently. Upon receipt of such instructions the Agents Agent will as promptly as possible forthwith (but in any event not later than within one business day after receipt of such instructionBusiness Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplementother than to change interest rates), it will promptly advise the Agents Agent and the Trustee and will furnish to the Agents such Agent and the Trustee with copies of the 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 the Agents suspend Agent, at the direction of the Company, suspends solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents Agent and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The As provided in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any timetime and, whereupon upon receipt of at least one Business Day's prior notice from the Company, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) each forthwith suspend solicitation until such time as the Company has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If the Agents receive the notice from the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Distribution Agreement. The Company will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Company will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Company will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the settlement of such salesoffers. 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 which may be made in the event purchaser. The Company shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing supplements) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in 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 determines that and such sales may 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 Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Determination of Settlement Date All offers accepted by the Company will be settled or that copies no later than the third Business Day next succeeding the date of such Prospectus may not acceptance unless otherwise agreed by any purchaser and the Company. The settlement date shall be so delivered. Authenticity specified upon receipt of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Notean offer.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Master Agency Agreement, the Company or the Guarantor may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes or Book-Entry Warrants. Upon receipt of such instructions, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) forthwith suspend solicitation until such time as the Company or the Guarantor has advised the Agents them 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 the Agents suspend Company or the Guarantor suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and BNY Mellon whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate product supplement, Term Sheet or any other Time of Sale Information, may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements which arrangement that may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus Prospectus, product supplement, Term Sheet or any other Time of Sale Information, may not be so delivered. Authenticity If the Company and the Guarantor decide to amend or supplement the Registration Statement (as defined in the Master Agency Agreement) or the Prospectus or any product supplement, Term Sheet or any other Time of Signatures: The Trustee Sale Information, they will promptly advise the Agents and furnish the Agents from time to time with the specimen signatures of each 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 Trustee's officersMaster Agency Agreement. Subject to the provisions of the Master Agency Agreement, employees the Company and the Guarantor may file with the Commission any such supplement or agents who have been authorized by any product supplement to the Trustee Prospectus relating to authenticate Notes, but the Program Securities and the related Guarantees. The Company will provide the Agents will have no obligation or liability and BNY Mellon with copies of any such supplement, and confirm to the Company or Agents that such supplement has been filed with the Trustee in respect Commission pursuant to the applicable paragraph of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any NoteRule 424(b).

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the 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 for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Securities. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements management which may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement. Subject to the provisions of the Selling Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Securities. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee in respect of for such purpose. Advertising Costs: The Company shall have the authenticity of sole right to approve the signature form and substance of any officeradvertising 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, employee or agent of unless otherwise agreed to by the Company or the Trustee on any NoteCompany.

Suspension of Solicitation; Amendment or Supplement. The Subject to the representations, warranties and covenants of the Company contained in the Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Securities. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement, employees and, subject to the provisions of the Selling Agreement, make the appropriate filings thereof with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Purchasing Agent, the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notesany of the Company, but the Purchasing Agent or the Agents will have no obligation or liability shall be made only to the Company or 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 respect connection with the solicitation of offers to purchase the Securities. The expense of such advertising will be solely the responsibility of the authenticity of Purchasing Agent or such Agent, unless otherwise agreed to by the signature of any officer, employee or agent of the Company or the Trustee on any NoteCompany.

Suspension of Solicitation; Amendment or Supplement. The If, 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 own expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, 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 Notes at any time, whereupon . Upon receipt of such instructions the Agents will as promptly as possible forthwith (but in any event not later than within one business day after receipt of such instructionBusiness Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes may be resumedresumed and the Company has complied with Section 6 of the Agency Agreement to the extent then required. If the Company proposes 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 case of a Pricing SupplementExchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish to the Agents such and the Trustee with copies of the 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 the Agents Agents, at the direction of the Company, suspend solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales 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 may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity Delivery of Signatures: Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof must be delivered to a purchaser prior to or together with the 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 within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in 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 Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will furnish the Agents from time make all such deliveries with respect to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized all Notes sold directly by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 NoteCompany.

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Distribution Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon and upon receipt of at least one Business Day's prior notice from the Issuer, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) each forthwith suspend solicitation until such time as the Company Issuer has advised the Agents it that solicitation of offers to purchase Notes may be resumed. If the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity to review such amendment or supplement, terms of the Distribution Agreement. The Issuer will cause file such amendment or supplement to be filed with the Commission. The Company will promptly , provide the Agents and the Trustee with copies of any such amendment or supplement and supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Issuer will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Issuer will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes at any time. As soon as reasonably practicable, whereupon but in no event later than one Business Day after notice from the Issuer, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) each forthwith suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes may be resumed. If the Company proposes 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 Statement Statements or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity to review such amendment or supplement, terms of the Agency Agreement. The Issuer will cause file 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Issuer will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Issuer will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents each Agent to suspend solicitation of offers to purchase Certificated Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after . Upon receipt of such instruction) instructions, each Agent will forthwith suspend such solicitation until such time as it has been advised by the Company has advised the Agents that such solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Prospectus, it will promptly advise the Agents each Agent and will furnish to each Agent with 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 all consistent with the CommissionCompany’s obligations under the Agency Agreement. The Company will will, consistent with such obligations, promptly provide advise each Agent and the Agents with copies of Trustee whether 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 accepted offers outstanding at the time the Agents suspend such Agent suspended solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such salesoffers. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales offers may not be settled or that copies of the Prospectus and such Prospectus Pricing Supplement may not be so delivered. Authenticity Delivery of SignaturesProspectus: A copy of the Prospectus and the Pricing Supplement relating to the 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 its purchaser. If notice of a change in the terms of the Certificated 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 preceding paragraph, each Agent will deliver the Prospectus and a Pricing Supplement as herein described with respect to each Note sold by it. Advertising: The Trustee will furnish Company shall have the Agents from time sole right to time with approve the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature form and substance of any officer, employee or agent advertising an Agent may initiate in connection with such Agent’s solicitation of the Company or the Trustee on any Noteoffers to purchase Certificated Notes.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents each Agent to suspend solicitation of offers to purchase Certificated Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after . Upon receipt of such instruction) instructions, each Agent will forthwith suspend such solicitation until such time as it has been advised by the Company has advised the Agents that such solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Prospectus, it will promptly advise the Agents each Agent and will furnish to each Agent with 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 all consistent with the CommissionCompany’s obligations under the Agency Agreement. The Company will will, consistent with such obligations, promptly provide advise each Agent and the Agents with copies of Trustee whether 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 accepted offers outstanding at the time the Agents suspend such Agent suspended solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such salesoffers. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales offers may not be settled or that copies of the Prospectus and such Prospectus Pricing Supplement may not be so delivered. Authenticity Delivery of SignaturesProspectus: A copy of the Prospectus and the Pricing Supplement relating to the 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 its purchaser. If notice of a change in the terms of the Certificated 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 preceding paragraph, each Agent will deliver the Prospectus and a Pricing Supplement as herein described with respect to each Note sold by it. The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized make such delivery if such Note is sold directly by the Trustee Company to authenticate Notes, but a purchaser other than an Agent. Advertising: The Company shall have the Agents will have no obligation or liability sole right to approve the Company or the Trustee in respect of the authenticity of the signature form and substance of any officer, employee or agent advertising an Agent may initiate in connection with such Agent’s solicitation of the Company or the Trustee on any Noteoffers to purchase Certificated Notes.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the 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 for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Securities. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements management which may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement. Subject to the provisions of the Selling Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Securities. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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 the Company. 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 authenticity beneficial owner of such Note (the “Survivor’s Option”). The exercise of the signature of any officer, employee or agent of Survivor’s Option shall be conducted in the Company or the Trustee on any Note.following manner:

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the Agents will as promptly as possible (but in any event not later than one business day after solicitation of orders to purchase Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus (including the final pricing supplement) as supplemented in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the Securities Act, if available) may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus (including the final pricing supplement) (or the notice provided for in Rule 173(a) under the Securities Act, if available) may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, any Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the SEC any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 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. Part I: Form of Terms Agreement for Fixed-Rate Notes ___________, 20__ 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 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 Filed under Rule 424(b)[(2)][(3)], Registration Statement No. 333-257399 [Preliminary][Final] Pricing Supplement No. _______– dated ________, __________, 20__ (To: Prospectus dated , 2021) 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 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 signature originals of any officersuch copies and certain factual matters, employee 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.] Filed under Rule 424(b)[(2)][(3)], Registration Statement No. 333-257399 [Preliminary][Final] Pricing Supplement No. _______– dated ________, __________, 20__ (To: Prospectus dated , 2021) 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 agent 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 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.] 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 Trustee on 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 Notesuch selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of purchases at any time. Upon receipt of such instructions, the Agents will forthwith suspend solicitation of offers to purchase Notes at any time, whereupon from the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) suspend solicitation Company until such time as the Company has advised the Agents them that solicitation of offers to purchase Notes may be resumed. If 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 proposes will give the Agents, the applicable Trustee and the Authenticating Agent notice of (i) its intention to amend or supplement file any amendment to the Registration Statement or the Prospectus relating to the Notes any amendment or supplement (except in the case of other than a Pricing Supplement), it ) 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 promptly advise the Agents and will furnish be delivered or mailed to the Agents such proposed amendment or supplement and, after at the address (and other contact information) for the Agents have been afforded a reasonable opportunity to review such amendment or supplement, will cause such amendment or supplement to be filed with as set forth in Section 12 of 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 CommissionDistribution Agreement. In the event that at the time the Agents suspend solicitation of offers to purchase Notes from the Company is suspended (other than to change interest rates or other variable terms) there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has that have not occurredbeen settled, the Company, consistent with its obligations under the Distribution Agreement, Company will promptly will advise the Agents Agents, the applicable Trustee and the Authenticating Agent whether such sales offers may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity Delivery of SignaturesProspectus and Applicable Pricing Supplement: The Trustee Unless not required by the 1933 Act Regulations, the applicable Agent will furnish the Agents from time to time with the specimen signatures of each cause a copy of the Trustee's officersmost recent Prospectus, employees including the appropriate Pricing Supplement, to accompany or agents who have been authorized by precede the Trustee earlier of (a) the written confirmation of a sale sent to authenticate Notes, but an investor or other purchaser or (b) the Agents will have no obligation delivery of Notes to an investor or liability to the Company other purchaser 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 Noteits agent.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that 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 the Agents suspend Company suspends solicitation of offers to purchase Notes there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of SignaturesTrustee Not to Risk Funds: The Nothing herein shall be deemed to require the Trustee will furnish to risk or expend its own funds in connection with any payment to the Company, or the Agents from time to time with or the specimen signatures of each of the Trustee's officerspurchasers, employees or agents who have been authorized it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. 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 authenticity Principal Amount on each anniversary of the signature of any officer, employee or agent Initial Redemption Date until the Redemption Price is 100% of the Company Principal Amount. ABN AMRO FINANCIAL SERVICES, INC. By: Name: Title: ACCEPTED: SLM CORPORATION By: Name: Title: Pricing Supplement No. ___ Trade Date: ___/___/___ (To Prospectus Supplement dated ___, ___) Issue Date: ___/___/___ The date of this Pricing Supplement is _______ __, ____ [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 Trustee on 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 Notesuch selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the 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 for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Securities. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement. Subject to the provisions of the Selling Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Securities. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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 the Company. 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 authenticity beneficial owner of such Note (the “Survivor’s Option”). The exercise of the signature of any officer, employee or agent of Survivor’s Option shall be conducted in the Company or the Trustee on any Note.following manner:

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any time, whereupon and, upon receipt of notice from the Issuer, the Agents will as promptly as possible (practicable, but in any no event not later than one business day after receipt of Business Day following such instruction) notice, suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If an Agent receives the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents and will furnish to the Agents such with the proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Agency Agreement. The Issuer will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the CompanyIssuer will have the sole responsibility for fulfilling such obligations; the applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, consistent with its obligations under but the Distribution Agreement, applicable Agent will not be obligated to fulfill such obligations. The Issuer will in addition promptly will advise the Agents whether applicable Agent and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that 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 the Agents suspend Company suspends solicitation of offers to purchase Notes there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company or the Guarantor decides to amend or supplement the Registration Statement or the Prospectus, the Company will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company and the Guarantor may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. , 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 authenticity Principal Amount on each anniversary of the signature of any officer, employee or agent Initial Redemption Date until the Redemption Price is 100% of the Company 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: Pricing Supplement No. ____ Trade Date: ______ (To Prospectus dated ____________) Issue Date: ______ The date of this Pricing Supplement is _________ CUSIP or the Trustee on any Note.Common Code: Price to Public: Principal Amount: Proceeds to Issuer: Discounts and Commissions: Reallowance: Dealer: Maturity Date:

Suspension of Solicitation; Amendment or Supplement. The As provided in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time. As soon as practicable, whereupon the Agents will as promptly as possible (but in any event not later than one business day Business Day in New York City after receipt of such instruction) notice from the Company, the Agents will each forthwith suspend solicitation until such time as the Company has advised the Agents them that solicitation of offers to purchase Notes may be resumedresumed as provided in the Distribution Agreement. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity to review such amendment or supplement, terms of the Distribution Agreement. The Company will cause file 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Company suspends solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Company will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Company will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the settlement of such salesoffers. 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 purchaser. Subject to the foregoing, it is anticipated that delivery of the Prospectus, confirmation and for any arrangements which may Notes to the Purchaser will be made in the event simultaneously at settlement. The Company shall ensure that the Company determines that such sales may not be settled or that Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate Pricing Supplements) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the first sentence of this paragraph. If, since the date of acceptance of a purchaser's offer, the Prospectus may 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 be so deliveredapplicable 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 Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Authenticity of Signatures: Signatures The Company will cause the Trustee will to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents no Agent will have no any obligation or liability to the 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 NoteNote or Book-Entry Security.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Subordinated Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, the Prospectus Disclosure Package, an Issuer Free Writing Prospectus or Permitted Free Writing Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement. Subject to the provisions of the Selling Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Subordinated Notes. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Purchasing Agent, the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notesany of the Company, but the Purchasing Agent or the Agents will have no obligation or liability shall be made only to the Company or 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 respect connection with the solicitation of offers to purchase the Subordinated Notes. The expense of such advertising will be solely the responsibility of the authenticity of Purchasing Agent or such Agent, unless otherwise agreed to by the signature of any officer, employee or agent of the Company or the Trustee on any NoteCompany.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company's representations, warranties and covenants contained in the Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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. B-18 CHI99 5065785-1.021110.0010 In the event that at the time the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement. Subject to the provisions of the Selling Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Purchasing Agent, the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Noteseither the Company, but the Purchasing Agent or the Agents will have no obligation or liability shall be made only to the Company or 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 respect connection with the solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of the authenticity Purchasing Agent or such Agent, unless otherwise agreed to by the Company. B-19 CHI99 5065785-1.021110.0010 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 signature of any officer, employee or agent of the Company or the Trustee on any Note.such Notes shall be as follows: CUSIP Number_____________ Interest Rate Provisions: If Fixed Rate:

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any timetime and, whereupon upon receipt of notice from the Issuer, the Agents will will, as promptly as possible (practicable, but in any no event not later than one business day after receipt of following such instruction) notice, suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents and will furnish to the Agents such with the proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Agency Agreement. The Issuer will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the CompanyIssuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, consistent with its obligations under but the Distribution Agreement, Agents will not be obligated to fulfill such obligations. The Issuer will in addition promptly will advise the Agents whether and the Trustee, or the Designated Agent, if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the 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 for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Securities. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements managements which may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement. Subject to the provisions of the Selling Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Securities. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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 the Company. 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 authenticity beneficial owner of such Note (the “Survivor’s Option”). The exercise of the signature of any officer, employee or agent of Survivor’s Option shall be conducted in the Company or the Trustee on any Note.following manner:

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the Agents will as promptly as possible (but in any event not later than one business day after solicitation of orders to purchase Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as supplemented in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, any Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the SEC any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 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. 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 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 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 Filed under Rule 424(b)[(2)][(3)], Registration Statement No. 333-[ ] [Preliminary][Final] Pricing Supplement No. – dated , , 20 (To: Prospectus dated [ ], 2015) 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 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 signature originals of any officersuch copies and certain factual matters, employee or agent 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.] Filed under Rule 424(b)[(2)][(3)] Registration Statement No.333-[ ] [Preliminary][Final] Pricing Supplement No. – dated , , 20 (To: Prospectus dated [ ], 2015) 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 or and the Trustee 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 any NoteFebruary 27, 2015.]

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents each Agent to suspend solicitation of offers to purchase Book-Entry Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after . Upon receipt of such instruction) instructions, each Agent will forthwith suspend such solicitation until such time as it has been advised by the Company has advised the Agents that such solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Prospectus, it will promptly advise the Agents each Agent and will furnish to each Agent with 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 all consistent with the CommissionCompany’s obligations under the Agency Agreement. The Company will will, consistent with such obligations, promptly provide advise each Agent and the Agents with copies of Trustee whether 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 accepted offers outstanding at the time the Agents suspend such Agent suspended solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such salesoffers. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales offers may not be settled or that copies of the Prospectus and such Prospectus Pricing Supplement may not be so delivered. Authenticity Delivery of SignaturesProspectus: The Trustee will furnish the Agents from time to time with the specimen signatures of each A copy of the Trustee's officersProspectus and the Pricing Supplement relating to each Book-Entry Note must be made available prior to confirmation of the purchase of such Note and payment for such Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by an Agent between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by such Agent to a customer or his agent, employees or agents who have been authorized such confirmation shall be accompanied by the Trustee to authenticate Notes, but Prospectus and a Pricing Supplement setting forth the Agents will have no obligation or liability terms in effect when the order was placed. Subject to the Company or the Trustee in preceding paragraph, each Agent will deliver a Prospectus and a Pricing Supplement as herein described with respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Noteto each Book-Entry Note sold by it.

Suspension of Solicitation; Amendment or Supplement. The As provided in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any timetime and, whereupon upon receipt of at least one Business Day's prior notice from the Company, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) each forthwith suspend solicitation until such time as the Company has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If the Agents receive the notice from the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Distribution Agreement. The Company will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Company will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Company will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the settlement of such salesoffers. 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 which may be made in the event purchaser. The Company shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing supplements) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in 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 determines that and such sales may 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 Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. DETERMINATION OF SETTLEMENT DATE All offers accepted by the Company will be settled or that copies no later than the third Business Day next succeeding the date of such Prospectus may not acceptance unless otherwise agreed by any purchaser and the Company. The settlement date shall be so delivered. Authenticity specified upon receipt of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Notean offer.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s and the Guarantors’ representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that 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 the Agents suspend Company suspends solicitation of offers to purchase Notes there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. 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 authenticity Principal Amount on each anniversary of the signature of any officer, employee or agent 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] By: Name: Title: LASALLE FUNDING LLC By: Name: Title: LaSalleNotes® -------------------------------------------------------------------------------- Pricing Supplement No. __ Trade Date: __/__/__ (To Prospectus Supplement dated September 29, 2006) Issue Date: __/__/__ The date of this Pricing Supplement is _________ __, ____ or Common Code Principal Amount Interest Rate Maturity Date Price to Public Frequency Subject to Dates and terms of redemption (begin date) Survivor’s Option Redemption (including the Trustee on redemption price) Discounts and Proceeds to Issuer Commissions Reallowance Dealer 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 Notesuch selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents each Agent to suspend solicitation of offers to purchase Certificated Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after . Upon receipt of such instruction) instructions, each Agent will forthwith suspend such solicitation until such time as it has been advised by the Company has advised the Agents that such solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Prospectus, it will promptly advise the Agents each Agent and will furnish to each Agent with 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 all consistent with the CommissionCompany’s obligations under the Agency Agreement. The Company will will, consistent with such obligations, promptly provide advise each Agent and the Agents with copies of Trustee whether 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 accepted offers outstanding at the time the Agents suspend such Agent suspended solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such salesoffers. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales offers may not be settled or that copies of the Prospectus and such Prospectus Pricing Supplement may not be so delivered. Authenticity Delivery of SignaturesProspectus: The Trustee will furnish the Agents from time to time with the specimen signatures of each A copy of the Trustee's officersProspectus and the Pricing Supplement relating to the Notes and a pricing supplement relating to a Certificated Note must accompany or precede any written offer of such Note, employees delivery of such Note, confirmation of the purchase of such Note and payment for such Note by its purchaser. If notice of a change in the terms of the Certificated 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 agents who have been authorized his agent, such confirmation shall be accompanied by the Trustee to authenticate Notes, but Prospectus and a Pricing Supplement setting forth the Agents will have no obligation or liability terms in effect when the order was placed. Subject to the Company or preceding paragraph, each Agent will deliver the Trustee in Prospectus and a Pricing Supplement as herein described with respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Noteto each Note sold by it.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the 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 for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Securities. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements management which may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersAgency Agreement. Subject to the provisions of the Agency Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Securities. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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 the Company. 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 authenticity beneficial owner of such Note (the “Survivor’s Option”). The exercise of the signature of any officer, employee or agent of Survivor’s Option shall be conducted in the Company or the Trustee on any Note.following manner:

Suspension of Solicitation; Amendment or Supplement. The If, 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 own expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, 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 Notes at any time, whereupon . Upon receipt of such instructions the Agents will as promptly as possible forthwith (but in any event not later than within one business day after receipt of such instructionBusiness Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes may be resumedresumed and the Company has complied with Section 6 of the Agency Agreement to the extent then required. If the Company proposes 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 case of a Pricing SupplementExchange Act, solely to add 63 29 exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish to the Agents such and the Trustee with copies of the 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 the Agents Agents, at the direction of the Company, suspend solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales 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 may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity Delivery of Signatures: Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof must be delivered to a purchaser prior to or together with the 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 within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in 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 Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will furnish the Agents from time make all such 64 30 deliveries with respect to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized all Notes sold directly by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 NoteCompany.

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Distribution Agreement, the Issuer may instruct the Agents Distributors to suspend solicitation of offers to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after and upon receipt of such instruction) at least one Business Day's prior notice from the Issuer, the Distributors will each forthwith suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes may be resumed. If the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Distributor and will furnish to each Distributor with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity to review such amendment or supplement, terms of the Distribution Agreement. The Issuer will cause file such amendment or supplement to be filed with the Commission. The Company will promptly , provide the Agents Distributors with copies of any such amendment or supplement and supplement, confirm to the Agents Distributors that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Issuer will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Issuer will in addition promptly will advise the Agents whether Distributors and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Subject to the representations, warranties and covenants of the Company and the Guarantor contained in the Agency Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the Agents will solicitation of orders to purchase Book-Entry Notes. As soon as promptly as possible (practicable, but in any event not later than one business day Business Day after receipt of such instruction) notice, the Agents will suspend solicitation until such time as the Company has advised the Agents it that such solicitation of offers to purchase Notes 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 the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the applicable Agents, the Company, consistent with its obligations under Trustee and the Distribution Agreement, promptly will advise the Agents DTC Agent whether such sales orders may be settled and whether copies of the Final Prospectus as supplemented in effect at the time of the suspension suspension, including the applicable Final Supplement, (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Final Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. Authenticity Delivery of SignaturesFinal Prospectus: The Trustee will furnish With respect to each offering pursuant to the Agents from time to time with the specimen signatures of each Agency Agreement, an Agent shall send a copy of the Trustee's officers, employees Final Prospectus as the same may be supplemented or agents who have been authorized by amended (either physically or pursuant to Rule 172 under the Trustee to authenticate Notes, but the Agents will have no obligation or liability Act) to the Company customer or its agent with or prior to the Trustee in respect delivery of the authenticity written confirmation of sale sent to such customer or agent. Confirmation: For each offer to purchase a Book-Entry Note solicited by an Agent and accepted by or on behalf of the signature of any officerCompany, employee the Agent will issue a confirmation, which confirmation may be delivered by facsimile or agent of other electronic transmission, to the Company or purchaser, with a copy to the Trustee on any NoteCompany, setting forth the details for settlement set forth below and delivery and payment instructions.

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any timetime and, whereupon upon receipt of notice from the Issuer, the Agents will will, as promptly as possible (practicable, but in any no event not later than one business day after receipt of following such instruction) notice, suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Agency Agreement. The Issuer will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the CompanyIssuer will have the sole responsibility for fulfilling such obligations; the applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, consistent with its obligations under but the Distribution Agreement, applicable Agent will not be obligated to fulfill such obligations. The Issuer will in addition promptly will advise the Agents whether applicable Agent and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The If, at any time when a Final Prospectus relating to the Notes 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 may instruct will notify the Agents Agent promptly to suspend solicitation of offers to purchase purchases of the Notes at any time, whereupon and the Agents will as promptly as possible (but in any event not later than one business day after receipt Agent shall suspend its solicitations of such instruction) suspend solicitation until such time as purchases of securities; and if the Company has advised the Agents that solicitation of offers to purchase Notes may be resumed. If the Company proposes 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 Agent to suspend solicitation of offers to purchase at any time for a period of time or permanently. Upon receipt of such instructions the Agent will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised it that 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 (except in the case of a Pricing Supplementother than to change interest rates), it will promptly advise the Agents Agent and the Trustee and will furnish to the Agents such Agent and the Trustee with copies of the 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 the Agents suspend Agent, in its capacity as agent and not as principal, at the direction of the Company, suspends solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents Agent and the Trustee whether such sales 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 may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Final Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon from time to time and for any period of time or permanently, the Agents will as promptly as possible (but in any event not later than one business day after solicitation of orders to purchase Shares. Upon receipt of such instruction) instructions (which may be given orally or in writing), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases that there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Depositary whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than, in each case, an amendment or supplement effected by the filing of Signatures: The Trustee 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 thereof and, promptly after the filing thereof, furnish the Agents from time to time and the Depositary with the specimen signatures of each 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 Trustee's officersDistribution Agreement. Subject to the provisions of the Distribution Agreement, employees or agents who have been authorized by the Trustee Company may file with the Commission any supplement to authenticate Notesthe Prospectus relating to the Shares and the Preferred Shares. Promptly after filing, but the Company will provide the Agents will have no obligation or liability and the Depositary with copies of any such supplement and confirm to the Company or Agents that such supplement has been filed with the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any NoteCommission.

Suspension of Solicitation; Amendment or Supplement. The If, at any time when a prospectus relating to the Securities 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 solicitations 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 Notes at any time, whereupon time for a period of time or permanently. Upon receipt of such instructions the Agents Agent will as promptly as possible forthwith (but in any event not later than within one business day after receipt of such instructionBusiness Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplementother than to change interest rates), it will promptly advise the Agents Agent and the Trustee and will furnish to the Agents such Agent and the Trustee with copies of the 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 the Agents suspend Agent, at the direction of the Company, suspends solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents Agent and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Issuing Agent whether such sales orders may be settled and whether copies of the Prospectus Disclosure Package as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus Disclosure Package may not be so delivered. Authenticity If the Company decides to amend or supplement the Registration Statement or the Basic 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 Signatures: The Trustee 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 from time to time and the Issuing Agent with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Program Prospectus relating to the Notes. The Company will provide the Agents and the Issuing Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the SEC. Issuing Agent and Paying Agent Not to Risk Funds: Nothing herein shall be deemed to require the Issuing Agent or agents who have been authorized the Paying Agent to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee Issuing Agent to authenticate Notes, but the Agents will have no obligation or liability to either the Company or the Trustee Agents shall be made only to the extent 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 respect 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 the Company. 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 authenticity Verizon 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 signature of any officer, employee or agent Principal Amount on each anniversary of the Company 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. INCAPITAL LLC By: Title: ACCEPTED VERIZON COMMUNICATIONS INC. By: Title: 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: INCAPITAL LLC By: Title: ACCEPTED VERIZON COMMUNICATIONS INC. By: Title: 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. [ ] Trade Date: [ ] Issue Date: [ ] Joint Lead Managers and Lead Agents: [ ] Agents: [ ] 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 Trustee name of a nominee of DTC, as depository, or another depository as may be named in a subsequent pricing supplement. 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. [ ] Trade Date: [ ] Issue Date: [ ] Joint Lead Managers and Lead Agents: [ ] Agents: [ ] 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. 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 Notesuch selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. The Subject to the representations, warranties and covenants of the Company and the Guarantor contained in the Agency Agreement, the Company may instruct the Agents Agent to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the Agents will as promptly as possible (but in any event not later than one business day after solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instruction) instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Agent, the Company, consistent with its obligations under Trustees and the Distribution Agreement, promptly will advise the DTC Agents whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such salesorders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales orders may not be settled or that copies of such Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. Authenticity Delivery of SignaturesProspectus: The Trustee will furnish A copy of the Prospectus and a Pricing Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-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. Unless the Agents from time to time comply with the specimen signatures 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 Trustee's officersCompany, employees the Agent will issue a confirmation, which confirmation may be delivered by facsimile or agents who have been authorized by the Trustee to authenticate Notesother electronic transmission, but the Agents will have no obligation or liability to the Company or purchaser, with a copy to the Trustee in respect of Company, setting forth the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Notedetails set forth above and delivery and payment instructions.

Suspension of Solicitation; Amendment or Supplement. The Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) suspend solicitation until such time as the Company has advised the Agents that 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 the Agents suspend solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented at the time of the suspension may be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Company and the Trustee to DTC, dated as of October 31, 2001, and a Medium Term Note Certificate Agreement, dated as of December 1, 1998 between the Trustee and DTC (the "Certificate Agreement"), and the Trustee's obligations as a participant in DTC including DTC's Same-Day Funds Settlement System ("SDFS").

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon and upon receipt of at least one Business Day's prior notice from the Issuer, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) each forthwith suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes may be resumed. If the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity to review such amendment or supplement, terms of the Agency Agreement. The Issuer will cause file 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Issuer will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Issuer will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in affect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any time, whereupon and, upon receipt of notice from the Agents Issuer, each Agent will as promptly as possible (practicable, but in any no event not later than one business day after receipt of Business Day following such instruction) notice, suspend solicitation until such time as the Company Issuer has advised the Agents it that solicitation of offers to purchase Notes 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 Company proposes Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and their counsel and will furnish to each Agent and their counsel with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Agency Agreement. The Issuer will promptly file or mail to review the Commission for filing such amendment or supplement, will cause such amendment or supplement to be filed with the Commission. The Company will promptly provide the Agents each Agent and their counsel with copies of any such amendment or supplement and supplement, confirm to the Agents each Agent and their counsel that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the CompanyIssuer will have the sole responsibility for fulfilling such obligations; each applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, consistent with its obligations under but no Agent will be obligated to fulfill such obligations. The Issuer will in addition promptly advise each Agent and the Distribution Agreement, promptly will advise the Agents whether Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The If, at any time when a prospectus relating to the Securities 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 solicitations 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 Notes at any time, whereupon time for a period of time or permanently. Upon receipt of such instructions the Agents Agent will as promptly as possible forthwith (but in any event not later than within one business day after receipt of such instructionBusiness Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplementother than to change interest rates), it will promptly advise the Agents Agent and the Trustee and will furnish to the Agents such Agent and the Trustee with copies of the 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 the Agents suspend Agent, at the direction of the Company, suspends solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents Agent and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as theretofore amended or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The As provided in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any timetime and, whereupon upon receipt of at least one Business Day's prior notice from the Company, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) each forthwith suspend solicitation until such time as the Company has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If the Agents receive the notice from the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Distribution Agreement. The Company will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Company will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Company will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the settlement of such salesoffers. 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 which may be made in the event purchaser. The Company shall ensure that the Company determines that such sales may not be settled or that Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing supplements) in such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee quantities and within such time limits as will furnish enable the Agents from time Presenting Agent to time deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the specimen signatures preceding sentence. If, since the date of each 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 Trustee's officers, employees Notes being purchased by such purchaser and otherwise as most recently amended or agents who have been authorized by supplemented on the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect date of delivery of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any NoteProspectus.

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes purchases at any time, whereupon and, upon receipt of notice from the Issuer, the Agents will as promptly as possible (practicable, but in any no event not later than one business day after receipt of Business Day following such instruction) notice, suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents and will furnish to the Agents such with the proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Agency Agreement. The Issuer will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the CompanyIssuer will have the sole responsibility for fulfilling such obligations; the applicable Agent will make reasonable efforts to assist the Issuer to fulfill such obligations, consistent with its obligations under but the Distribution Agreement, applicable Agent will not be obligated to fulfill such obligations. The Issuer will in addition promptly will advise the Agents whether applicable Agent and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Company Subject to the Issuer’s representations, warranties and covenants contained in the Distribution Agreement, the Issuer may instruct the Agents each ELEMENTS Agent to suspend solicitation of offers to purchase ELEMENTS Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after . Upon receipt of such instruction) instructions, each ELEMENTS Agent will forthwith suspend such solicitation until such time as it has been advised by the Company has advised the Agents Issuer 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 the Agents suspend solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the CompanyIssuer will, consistent with its obligations under the Distribution Agreement, promptly will advise each ELEMENTS Agent and the Agents Trustee whether any accepted offers outstanding at the time such sales ELEMENTS Agent suspended solicitation may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Prospectus Supplement, may be delivered in connection with the settlement of such salesoffers. The Company Issuer will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company Issuer determines that such sales offers may not be settled or that copies of the Prospectus and such Prospectus Supplement may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time A. In connection with the specimen signatures initial issuance of any new series of ELEMENTS, Mxxxxxx Lxxxx or other applicable Elements Agent involved in the initial issuance of such series (“ML”) shall provide the Issuer with the general terms of the proposed series, the associated swap, the underlying index and license particulars, the listing details and the marketing materials to be utilized. If ML and the Issuer agree to proceed with the proposed series of ELEMENTS and, at the Issuer’s option, the Issuer identifies an acceptable swap counterparty (the “SC”) willing to provide a hedge, a preliminary prospectus supplement shall be prepared and filed with the SEC, supplemental marketing material (including any Fact Sheets or Web site content) (the content of which shall be satisfactory to each of the Trustee's officersIssuer and ML in their respective sole discretion) shall be prepared and, employees if required, filed with the SEC as an issuer Free Writing Prospectus or agents who have been authorized by an underwriter Free Writing Prospectus, and the Trustee Issuer shall file a listing application with the securities exchange on which such series is to authenticate Notes, but the Agents will have no obligation or liability to the 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 Notebe listed.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the Agents will as promptly as possible (but in any event not later than one business day after solicitation of orders to purchase Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as supplemented in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, any Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the SEC any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee in respect of for such purpose. Advertising Costs: The Company shall have the authenticity of sole right to approve the signature form and substance of any officeradvertising 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, employee or agent unless otherwise agreed to by the Company. , 20 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 Company or 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 Trustee Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on any Notean exchange.] Electronically Presented by: INCAPITAL LLC Accepted by: BANK OF AMERICA CORPORATION , 20 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 , 20 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 Filed under Rule 424(b)(3), Registration Statement No. Pricing Supplement No. – dated , , 20 (To: Prospectus Dated July 15, 2011) 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: _____________________________________________________ Filed under Rule 424(b)(3) Registration Statement No. Pricing Supplement No. – dated , , 20 (To: Prospectus Dated July 15, 2011) Redemption Information: _______________________________________________ Joint Lead Managers and Lead Agents: ____________________________________ Agents: _____________________________________________________________ Trade Date: __________________________________________________________ Settlement Date: ______________________________________________________ Minimum Denominations/Increments: _____________________________________ Call Description: ______________________________________________________ Other Terms: _________________________________________________________ Validity of Notes: _____________________________________________________

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents Purchasing Agent to suspend solicitation of offers to purchase Notes at any time, whereupon for any period of time or permanently, the Agents will as promptly as possible (but in any event not later than one business day after solicitation of orders to purchase Notes. Upon receipt of such instruction) instructions (which may be given orally), each Purchasing Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents Purchasing Agent and the Trustee whether such sales orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as supplemented in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, any Disclosure Package or the Prospectus, it will promptly advise the Purchasing Agent and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Purchasing Agent or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company or the Purchasing Agent shall be made only to the extent that funds are provided to the Trustee in respect of for such purpose. Advertising Costs: The Company shall have the authenticity of sole right to approve the signature form and substance of any officeradvertising 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, employee unless otherwise agreed to by the Company. Xxxxxxxxx Group, Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx Group, Inc. Notes Due Nine Months or agent More from Date of Issue The undersigned agrees to purchase the Company or the Trustee on any Note.following Notes Clearing Information: The terms of 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. The Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, whereupon the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents them that solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the and Prospectus relating to the Notes (except in the case of a Pricing Supplementincluding by filing any documents incorporated by reference therein), it will promptly advise the Agents and will furnish to the Agents such and/or their counsel with copies of the proposed amendment or supplement and(including any document proposed to be incorporated by reference therein). One copy of such document, after along with a copy of any correspondence relating thereto sent to the Agents have been afforded a reasonable opportunity to review such amendment or supplementCommission, will cause such amendment be telecopied or supplement delivered to be filed with each of the Commission. The Company will promptly provide Agents, their counsel and the Agents with copies Trustee at their respective addresses set forth under the heading "Preparation of any such amendment or supplement and confirm to the Agents that such amendment or supplement has been filed with the Commission. Pricing Supplement." In the event that at the time the Agents suspend solicitation of offers to purchase Notes from the Company is suspended [(other than to establish or change interest rates, maturities, prices or other similar variable terms with respect to the Notes)] there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has have not occurredbeen settled, the Company, consistent with its obligations under the Distribution Agreement, Company will promptly will advise the Agents and the Trustee whether such sales 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 may be delivered in connection with the settlement of such salesoffers. 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 offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Supplemented Prospectus: A copy of the most recent Supplemented Prospectus 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 Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation obligations or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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. resumed In the event that at the time the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. 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 authenticity XXXX 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: INCAPITAL LLC By: Title: ACCEPTED DISCOVER FINANCIAL SERVICES By: Title: 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 signature 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 INCAPITAL LLC By: Title: ACCEPTED DISCOVER FINANCIAL SERVICES By: Title: 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. Trade Date: Issue Date: Joint Lead Managers and Lead Agents: Agents: Other Terms: 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. Trade Date: Issue Date: Settlement Date: Joint Lead Managers and Lead Agents: Agents: Other Terms: 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 officer, employee or agent of the Company or the Trustee on any Notesuch selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustees with the specimen signatures of each proposed amendment or supplement and with such certificates, opinions and disclosure letters as are required, all to the extent required by and in accordance with the terms of the Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustees with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Agents shall be made only to the extent that funds are provided to the Trustee on for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any Noteadvertising 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 the Company.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that 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 the Agents suspend Company suspends solicitation of offers to purchase Notes there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company or the Guarantor decides to amend or supplement the Registration Statement or the Prospectus, the Company will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company and the Guarantor may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. , 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 authenticity Principal Amount on each anniversary of the signature of any officer, employee or agent Initial Redemption Date until the Redemption Price is 100% of the Company 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: Pricing Supplement No. ____ Trade Date: ______ (To Prospectus dated ____________) Issue Date: ______ The date of this Pricing Supplement is _________ CUSIP or the Trustee on any Note.Common Code: Price to Public: Principal Amount: Proceeds to Issuer: Discounts and Commissions: Reallowance: Dealer: Maturity Date:

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s or the Guarantor’s representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Securities Administrator whether such sales orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as supplemented in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the Securities Act, if available) may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or the notice provided for in Rule 173(a) under the Securities Act, if available) may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Securities Administrator with the specimen signatures of each 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 Trustee's officersDistribution Agreement. Subject to the provisions of the Distribution Agreement, employees the Company may file with the SEC any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Securities Administrator with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the SEC. Securities Administrator Not to Risk Funds: Nothing herein shall be deemed to require the Securities Administrator to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee Securities Administrator to authenticate Notes, but the Agents will have no obligation or liability to either the Company or the Trustee in respect of Agents shall be made only to the authenticity of extent that funds are provided to the signature of any officer, employee or agent of the Company or the Trustee on any NoteSecurities Administrator for such purpose.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement. Subject to the provisions of the Selling Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Purchasing Agent and the Trustee with copies of any such supplement, and confirm to the Purchasing Agent that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Purchasing Agent, the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Noteseither the Company, but the Purchasing Agent or the Agents will have no obligation or liability shall be made only to the Company or 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 respect connection with the solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of the authenticity Purchasing Agent or such Agent, unless otherwise agreed to by the Company. 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 signature of any officer, employee or agent of the Company or the Trustee on any Note.such Notes shall be as follows:

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Distribution Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon and upon receipt of at least one Business Day's prior notice from the Issuer, the Agents will as promptly as possible (but in any event not later than one business day after receipt of such instruction) each forthwith suspend solicitation until such time as the Company Issuer has advised the Agents it that solicitation of offers to purchase Notes may be resumed. If the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents each Agent and will furnish to each Agent with the Agents such proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity to review such amendment or supplement, terms of the Distribution Agreement. The Issuer will cause file such amendment or supplement to be filed with the Commission. The Company will promptly , provide the Agents and the Trustee with copies of any such amendment or supplement and supplement, confirm to the Agents that such amendment or supplement has been filed with the CommissionCommission 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the Company, consistent with its obligations under Issuer will have the Distribution Agreement, sole responsibility for fulfilling such obligations. The Issuer will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the settlement of such salesoffers. 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 Company Issuer will have the sole responsibility for right to accept offers to purchase Notes and may reject any such decision and for any arrangements which may be made offer, in whole or in part. If the event that Issuer accepts or rejects an offer, in whole or in part, the Company determines that such sales may not be settled or that copies of such Prospectus may not be Issuer will promptly so delivered. Authenticity of Signatures: The Trustee will furnish notify the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 NotePresenting Agent.

Suspension of Solicitation; Amendment or Supplement. The If, at any time when a Final Prospectus relating to the Notes 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 may instruct will notify the Agents Agent promptly to suspend solicitation of offers to purchase purchases of the Notes at any time, whereupon and the Agents will as promptly as possible (but in any event not later than one business day after receipt Agent shall suspend its solicitations of such instruction) suspend solicitation until such time as purchases of securities; and if the Company has advised the Agents that solicitation of offers to purchase Notes may be resumed. If the Company proposes 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 Agent to suspend solicitation of offers to purchase at any time for a period of time or permanently. Upon receipt of such instructions the Agent will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised it that 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 (except in the case of a Pricing Supplementother than to change interest rates), it will promptly advise the Agents Agent and the Trustee and will furnish to the Agents such Agent and the Trustee with copies of the 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 the Agents suspend Agent, in its capacity as agent and not as principal, at the direction of the Company, suspends solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents Agent and the Trustee whether such sales 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 may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Final Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that 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 the Agents suspend Company suspends solicitation of offers to purchase Notes there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company or the Guarantor decides to amend or supplement the Registration Statement or the Prospectus, the Company will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company and the Guarantor may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. , 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 authenticity Principal Amount on each anniversary of the signature of any officer, employee or agent Initial Redemption Date until the Redemption Price is 100% of the Company 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: Registration No. - Pricing Supplement No. ____ Trade Date: ______ (To Prospectus dated ____________) Issue Date: ______ The date of this Pricing Supplement is _________ CUSIP or the Trustee on any Note.Common Code: Price to Public: Principal Amount: Proceeds to Issuer: Discounts and Commissions: Reallowance: Dealer: Maturity Date:

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Agency Agreement, the Company may instruct the Agents each Agent to suspend solicitation of offers to purchase Book-Entry Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after . Upon receipt of such instruction) instructions, each Agent will forthwith suspend such solicitation until such time as it has been advised by the Company has advised the Agents that such solicitation of offers to purchase Notes may be resumed. If the Company proposes decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement)Prospectus, it will promptly advise the Agents each Agent and will furnish to each Agent with 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 all consistent with the CommissionCompany’s obligations under the Agency Agreement. The Company will will, consistent with such obligations, promptly provide advise each Agent and the Agents with copies of Trustee whether 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 accepted offers outstanding at the time the Agents suspend such Agent suspended solicitation of offers to purchase Notes there shall be any outstanding offers to purchase Notes that have been accepted by the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, promptly will advise the Agents whether such sales may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such salesoffers. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such sales offers may not be settled or that copies of the Prospectus and such Prospectus Pricing Supplement may not be so delivered. Authenticity Delivery of SignaturesProspectus: A copy of the Prospectus and the Pricing Supplement relating to each Book-Entry Note must accompany or precede any written offer of such Note, confirmation of the purchase of such Note and payment for such Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by an Agent between the time an order for a Book-Entry 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 preceding paragraph, each Agent will deliver a Prospectus and a Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized make such delivery if such Note is sold directly by the Trustee Company to authenticate Notes, but a purchaser other than an Agent. Advertising: The Company shall have the Agents will have no obligation or liability sole right to approve the Company or the Trustee in respect of the authenticity of the signature form and substance of any officer, employee or agent advertising an Agent may initiate in connection with such Agent’s solicitation of the Company or the Trustee on any Noteoffers to purchase Book-Entry Notes.

Suspension of Solicitation; Amendment or Supplement. The Subject to the representations, warranties and covenants of the Company contained in the Selling Agreement, the Company may instruct the Purchasing Agent to instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurredwill promptly advise the Purchasing Agent, the Company, consistent with its obligations under Agents and the Distribution Agreement, promptly will advise the Agents Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity If the Company decides to amend or supplement the Registration Statement, the Time of Signatures: The Trustee Sale Prospectus or the Prospectus, it will promptly advise the Purchasing Agent and the Agents and furnish the Agents from time to time Purchasing Agent and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agreement, employees and, subject to the provisions of the Selling Agreement, make the appropriate filings thereof with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Purchasing Agent, the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notesany of the Company, but the Purchasing Agent or the Agents will have no obligation or liability shall be made only to the Company or 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 respect connection with the solicitation of offers to purchase the Notes. The expense of such advertising will be solely the responsibility of the authenticity of Purchasing Agent or such Agent, unless otherwise agreed to by the signature of any officer, employee or agent of the Company or the Trustee on any NoteCompany.

Suspension of Solicitation; Amendment or Supplement. The If, 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 own expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, 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 Notes at any time, whereupon . Upon receipt of such instructions the Agents will as promptly as possible forthwith (but in any event not later than within one business day after receipt of such instructionBusiness Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes may be resumedresumed and the Company has complied with Section 6 of the Agency Agreement to the extent then required. If the Company proposes 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 case of a Pricing SupplementExchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish to the Agents such and the Trustee with copies of the 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 the Agents Agents, at the direction of the Company, suspend solicitation of offers to purchase Notes from the Company there shall be any orders outstanding offers to purchase Notes that which have not been accepted by settled, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales 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 may be delivered in connection with the settlement Settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity A copy of Signatures: the Prospectus as most recently amended or supplemented on the date of delivery thereof must be delivered to a purchaser prior to or together with the 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 within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in 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 Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will furnish the Agents from time make all such deliveries with respect to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized all Notes sold directly by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 NoteCompany.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as supplemented in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the Securities Act, if available) may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or the notice provided for in Rule 173(a) under the Securities Act, if available) may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement or the Indenture, employees as the case may be. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Agents shall be made only to the extent 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 the Company. 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: 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 Noteportion of the sales price as compensation.

Suspension of Solicitation; Amendment or Supplement. The Company As provided in the Agency Agreement, the Issuer may instruct the Agents to suspend solicitation of offers to purchase Notes at any time, whereupon and, upon receipt of notice from the Issuer or the Company, the Agents will as promptly as possible (practicable, but in any no event not later than one business day after receipt of Business Day following such instruction) notice, suspend solicitation until such time as the Company Issuer has advised the Agents them that solicitation of offers to purchase Notes purchases may be resumed. If the Agents receive the notice from the Issuer or the Company proposes 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 (except in the case of a Pricing Supplement)Notes, it will promptly advise the Agents and will furnish to the Agents such with the proposed amendment or supplement and, after in accordance with the Agents have been afforded a reasonable opportunity terms of the Agency Agreement. The Issuer will promptly file or mail to review the Commission for filing 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 supplement, confirm to the Agents that such amendment or supplement has been filed with the Commission33 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 the Agents suspend Issuer suspends solicitation of offers to purchase Notes purchases there shall be any outstanding offers to purchase Notes that have been already accepted by the Company but Issuer outstanding for which settlement has not occurredsettlement, the CompanyIssuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, consistent with its obligations under but the Distribution Agreement, Agents will not be obligated to fulfill such obligations. The Issuer will in addition promptly will advise the Agents whether and the Trustee if such sales may offers are not to be settled and whether if copies of the Prospectus as supplemented in effect at the time of the suspension may not be delivered in connection with the 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 that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee will furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the 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 Noteoffers.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. , 000 The Dow Chemical Company 0000 Xxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Treasurer The undersigned agrees to purchase the following aggregate principal amount of Dow InterNotes: $ The terms of such Notes shall be as follows: CUSIP Number: Notes: 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]: Applicable Time: Redemption/Repayment Price: Initially % of Principal Amount and declining by % of the authenticity Principal Amount on each anniversary of the signature of any officer, employee or agent Initial Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Company Principal Amount. INCAPITAL LLC By: Title: ACCEPTED THE DOW CHEMICAL COMPANY By: Title: Pricing Supplement Dated: Rule 424(b)(3) (To Prospectus Dated February 19, 2010, and File No. 333-164985 Prospectus Supplement dated February 19, 2010) Pricing Supplement No. Trade Date: Issue Date: Joint Lead Managers: Agents: Other Terms: «FirstName»» «Company»» «Address1»» «Address2»» «City»», «State»» «Postal»» 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 Trustee on 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 Notesuch selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus (including the final Pricing Supplement) as supplemented in effect at the time of the suspension (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus (including the final Pricing Supplement) (or the notice provided for in Rule 173(a) under the 1933 Act, if available) may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the SEC any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee in respect of for such purpose. Advertising Costs: The Company shall have the authenticity of sole right to approve the signature form and substance of any officeradvertising 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, employee unless otherwise agreed to by the Company. 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 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 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 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 Filed under Rule 424(b)(3), Registration Statement No. 333-130584 Pricing Supplement No. dated , , 200 (To: Prospectus Dated ) 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: Filed under Rule 424(b)(3) Registration Statement No. 333-130584 Pricing Supplement No. dated , , 200 (To: Prospectus Dated ) Joint Lead Managers and Lead Agents: Agents: Trade Date: Settlement Date: Minimum Denominations/Increments: Call Description: Change of Control: Other Terms: Dear .: In connection with public offerings of securities after the date hereof for which we are acting as lead agent, as lead or agent co-manager of an underwriting syndicate or otherwise involved in the Company or distribution of securities by means of an offering of securities for sale to selected dealers, you may be offered the Trustee on 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 Notesuch selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. The Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of offers orders to purchase Notes at any time, whereupon the Agents will as promptly as possible (but in any event not later than one business day after Notes. Upon receipt of such instruction) instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised the Agents it that solicitation of offers to purchase Notes purchases 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 the Agents suspend Company suspends solicitation of offers to purchase Notes purchases there shall be any orders outstanding offers to purchase Notes that have been accepted by for settlement, the Company but for which settlement has not occurred, the Company, consistent with its obligations under the Distribution Agreement, will promptly will advise the Agents and the Trustee whether such sales orders may be settled and whether copies of the Prospectus as supplemented in effect at the time of the suspension may be delivered in connection with the settlement of such salesorders. 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 orders may not be settled or that copies of such Prospectus may not be so delivered. Authenticity of Signatures: The Trustee If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents from time to time and the Trustee with the specimen signatures of each 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 Trustee's officersSelling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, employees the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or agents who have been authorized expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to either the Company 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 an Agent may initiate in respect 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. , 000 The Dow Chemical Company 0000 Xxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Treasurer The undersigned agrees to purchase the following aggregate principal amount of Dow InterNotes: $ The terms of such Notes shall be as follows: CUSIP Number: Notes: 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]: Applicable Time: Redemption/Repayment Price: Initially % of Principal Amount and declining by % of the authenticity Principal Amount on each anniversary of the signature of any officer, employee or agent Initial Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Company Principal Amount. [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED THE DOW CHEMICAL COMPANY By: Title: Pricing Supplement Dated: Rule 424(b)(3) (To Prospectus Dated February 23, 2007, and Prospectus Supplement dated October 29, 2008) File No. 333-140859] Pricing Supplement No. Trade Date: Issue Date: Joint Lead Managers: Agents: Other Terms: «FirstName»» «Company»» «Address1»» «Address2»» «City»», «State»» «Postal»» 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 Trustee on 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 Notesuch selected dealer group organized by us as follows.