CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount     to be     Registered		Proposed     Maximum     Offering     Price Per     Unit		Proposed     Maximum     Aggregate     Offering Price		Amount of     Registration     Fee(1)
Variable Coupon Notes Linked to a Basket of 16 Common Equity Securities, due July 14, 2015		1,200,000		$10.00		$12,000,000		$1,393.20

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

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-158663

The notes are being offered by Bank of America Corporation (“BAC”). The notes will have the terms specified in this term sheet as supplemented by the documents indicated below under “Additional Terms” (together, the “Note Prospectus”). Investing in the notes involves a number of risks. There are important differences between the notes and a conventional debt security, including different investment risks. See “Risk Factors” on page TS-6 of this term sheet and beginning on page S-8 of product supplement VCN-2. The notes:

  Are Not FDIC Insured   Are Not Bank Guaranteed   May Lose Value

In connection with this offering, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is acting in its capacity as principal for your account.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Unit	Total
Public offering price	$10.000		$12,000,000
Underwriting discount	$0.225		$270,000
Proceeds, before expenses, to Bank of America Corporation	$9.775		$11,730,000

Merrill Lynch & Co.
July 7, 2011

1,200,000 Units

Variable Coupon Notes

Linked to a Basket of 16 Common Equity Securities,

due July 14, 2015 $10 principal amount per unit

Term Sheet No. 683

Pricing Date

Settlement Date

Maturity Date

CUSIP No.

July 7, 2011

July 14, 2011

July 14, 2015

06051N286

Variable Coupon Notes

The notes have a maturity of four years

The notes provide annual coupon payments based on the average performance of an equally-weighted basket of 16 common equity securities (the “Basket Stocks”), subject to a maximum Coupon Rate of 7.47% per annum and a Minimum Coupon Rate of 1.00% per annum

Payment of principal amount and the final coupon payment at maturity

Payment of interest and repayment of principal at maturity are subject to the credit risk of Bank of America Corporation

No listing on any securities exchange

Market Downside Protection

Enhanced Income

Market Access

Enhanced Return

Market Downside Protection

Summary

The Variable Coupon Notes Linked to a Basket of 16 Common Equity Securities, due July 14, 2015 (the “notes”) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally with all of our other unsecured and unsubordinated debt, and all payments due on the notes, including any repayment of principal, will be subject to the credit risk of BAC.

The notes provide investors with annual interest payments based upon the performance of an equally-weighted basket (the “Basket”) of 16 common equity securities. The Basket consists of the following common equity securities:

Basket Stock	Ticker	Weight	Initial Share Price
Aflac Incorporated	AFL	6.25%	47.27
Barrick Gold Corporation	ABX	6.25%	46.55
The Boeing Company	BA	6.25%	75.73
Chevron Corporation.	CVX	6.25%	106.53
Citigroup Inc.	C	6.25%	42.66
Comcast Corporation	CMCSA	6.25%	25.66
CVS Caremark Corporation	CVS	6.25%	38.53
Deere & Company	DE	6.25%	86.47
Eastman Chemical Company	EMN	6.25%	105.86
The Goodyear Tire & Rubber Company	GT	6.25%	17.62
Google Inc.	GOOG	6.25%	543.70
Las Vegas Sands Corp.	LVS	6.25%	45.29
Metlife, Inc.	MET	6.25%	44.14
Potash Corporation of Saskatchewan Inc.	POT	6.25%	58.02
Priceline.com Incorporated	PCLN	6.25%	546.58
Wal-Mart Stores, Inc.	WMT	6.25%	54.56

The notes are not traditional debt securities, and investors may not earn interest on their investment above the minimum coupon of 1.00% per annum.

Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement VCN-2. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to BAC.

  Variable Coupon Notes   TS-2

Terms of the Notes

Issuer:	Bank of America Corporation (“BAC”)
Original Offering Price:	$10.00 per unit
Term:	Four years
Coupon Determination Dates:	July 6, 2012, July 5, 2013, July 7, 2014, and July 7, 2015, subject to postponement as described on page S-20 of product supplement VCN-2 if it is determined that a scheduled Coupon Determination Date is not a trading day or if a Market Disruption Event occurs on a scheduled Coupon Determination Date.
Coupon Payment Dates:	Annually, on July 14 of each year or, if that day is not a business day, the next following business day.
Coupon Payments:	On each Coupon Payment Date, the applicable Coupon Payment payable on the notes will equal the product of the principal amount and the Coupon Rate determined on the applicable Coupon Determination Date.
Initial Share Price:	For each Basket Stock, the Initial Share Price is the Volume Weighted Average Price of the Basket Stock as listed in the table immediately above.
Volume Weighted Average Price:	The price (rounded to two decimal places) shown on page “AQR” on Bloomberg L.P. for trading in shares of the Basket Stock taking place on all U.S. exchanges on the pricing date from approximately 9:30 a.m. to 4:02 p.m. for Basket Stocks whose primary exchange is the New York Stock Exchange, and from 9:30 a.m. to 4:05 p.m. for Basket Stocks whose primary exchange is the Nasdaq Global Select Market.
Annual Level:	For each Basket Stock, the Annual Level will be the Closing Price of one share of the Basket Stock on the applicable Coupon Determination Date, multiplied by its Price Multiplier.
Minimum Coupon Rate:	1.00% per annum
Auto-Cap:	7.47%
Return Floor:	Not applicable
Price Multiplier:	For each Basket Stock, 1, subject to adjustment for certain corporate events relating to the Basket Stocks described beginning on page S-22 of product supplement VCN-2.
Calculation Agent:	MLPF&S, a subsidiary of BAC
Fees Charged:	The public offering price of the notes includes the underwriting discount of $0.225 per unit as listed on the cover page and an additional charge of $0.075 per unit more fully described on page TS-7.

Coupon Payment Determination

On each Coupon Determination Date, the Performance Level for each Basket Stock will be determined as follows:

The Coupon Rate will equal the arithmetic average of the Performance Level (the “Average Performance Level”) of each of the Basket Stocks on the applicable Coupon Determination Date. However, in no event will the Coupon Rate be less than the Minimum Coupon Rate.

  Variable Coupon Notes   TS-3

Hypothetical Coupon Rate Calculations

Examples

Set forth below are examples of the calculations of the hypothetical Coupon Rates (rounded to the nearest hundredth and expressed as percentages) determined on each of the Coupon Determination Dates, based upon the Minimum Coupon Rate of 1.00% per annum and the Auto-Cap of 7.47%. The examples illustrate, for the Initial Share Prices set forth in the table below, and a range of hypothetical Annual Levels on each Coupon Determination Date:

• the hypothetical Stock Return and Performance Level of each Basket Stock;

• the hypothetical Average Performance Level; and

• the hypothetical Coupon Rate payable on the applicable Coupon Payment Date.

On the first Coupon Determination Date, the hypothetical Stock Return of each Basket Stock is less than zero. The Performance Level of each Basket Stock will equal its hypothetical Stock Return, resulting in a hypothetical Average Performance Level of -19.12%. However, because in no event will the Coupon Rate determined on any Coupon Determination Date be less than the Minimum Coupon Rate, the hypothetical Coupon Rate for July 16, 2012 is 1.00%.

On the second Coupon Determination Date, the hypothetical Stock Returns of two Basket Stocks are less than zero, and the hypothetical Stock Returns of the other fourteen Basket Stocks are greater than zero. Because of the Auto-Cap, the Performance Levels of each of the Basket Stocks with a Stock Return that is greater than zero will equal the Auto-Cap, and the Performance Levels of each of the Basket Stocks with a Stock Return that is less than zero will equal its hypothetical Stock Return. The hypothetical Average Performance Level is -3.78%. However, because in no event will the Coupon Rate determined on any Coupon Determination Date be less than the Minimum Coupon Rate, the hypothetical Coupon Rate for July 15, 2013 is 1.00%.

On the third Coupon Determination Date, the hypothetical Stock Return of each Basket Stock is greater than zero. Because of the Auto-Cap, the Performance Level of each Basket Stock will equal the Auto-Cap. Therefore, even though the hypothetical average Stock Return is 14.13%, the hypothetical Coupon Rate for July 14, 2014 is 7.47%.

On the fourth Coupon Determination Date, the hypothetical Stock Return of each Basket Stock is greater than zero. Because of the Auto-Cap, the Performance Level of the Basket Stocks with a Stock Return that is greater than zero will equal the Auto-Cap. Therefore, even though the hypothetical average Stock Return is 2.55%, the hypothetical Average Performance Level is 7.47%. As a result, the hypothetical Coupon Rate for July 14, 2015 is 7.47%.

These examples and the table below are for illustration only. The Coupon Rate on one or more Coupon Payment Dates may be limited to the Minimum Coupon Rate.

  Variable Coupon Notes   TS-4

		July 16, 2012			July 15, 2013
	Initial Share Price	Annual Level	Stock Return	Performance Level	Annual Level	Stock Return	Performance Level
Aflac Incorporated	47.27	33.09	-29.99%	-29.99%	48.26	2.10%	7.47%
Barrick Gold Corporation	46.55	37.24	-20.00%	-20.00%	47.48	2.01%	7.47%
The Boeing Company	75.73	56.80	-25.00%	-25.00%	15.15	-79.99%	-79.99%
Chevron Corporation.	106.53	91.62	-14.00%	-14.00%	15.98	-85.00%	-85.00%
Citigroup Inc.	42.66	33.27	-22.01%	-22.01%	42.70	0.10%	7.47%
Comcast Corporation	25.66	21.81	-15.01%	-15.01%	26.07	1.60%	7.47%
CVS Caremark Corporation	38.53	28.13	-26.99%	-26.99%	38.92	1.01%	7.47%
Deere & Company	86.47	75.23	-13.00%	-13.00%	88.77	2.66%	7.47%
Eastman Chemical Company	105.86	95.28	-10.00%	-10.00%	108.35	2.35%	7.47%
The Goodyear Tire & Rubber Company	17.62	13.57	-22.98%	-22.98%	17.81	1.08%	7.47%
Google Inc.	543.70	483.89	-11.00%	-11.00%	598.07	10.00%	7.47%
Las Vegas Sands Corp.	45.29	34.42	-24.00%	-24.00%	45.68	0.86%	7.47%
Metlife, Inc.	44.14	37.08	-15.99%	-15.99%	45.15	2.29%	7.47%
Potash Corporation of Saskatchewan Inc.	58.02	47.58	-18.00%	-18.00%	59.18	2.00%	7.47%
Priceline.com Incorporated	546.58	453.66	-17.00%	-17.00%	551.50	0.90%	7.47%
Wal-Mart Stores, Inc.	54.56	43.10	-21.01%	-21.01%	55.65	1.99%	7.47%
Hypothetical Average Stock Return			-19.12%			-8.38%
Hypothetical Average Performance Level				-19.12%			-3.78%
Hypothetical Coupon Rate				1.00%			1.00%
		July 14, 2014			July 14, 2015
	Initial Share Price	Annual Level	Stock Return	Performance Level	Annual Level	Stock Return	Performance Level
Aflac Incorporated	47.27	52.94	12.01%	7.47%	48.68	2.99%	7.47%
Barrick Gold Corporation	46.55	52.83	13.50%	7.47%	47.48	2.01%	7.47%
The Boeing Company	75.73	84.06	11.00%	7.47%	79.52	5.01%	7.47%
Chevron Corporation.	106.53	117.72	10.50%	7.47%	110.26	3.50%	7.47%
Citigroup Inc.	42.66	48.20	12.99%	7.47%	43.08	0.99%	7.47%
Comcast Corporation	25.66	29.51	15.00%	7.47%	26.69	4.01%	7.47%
CVS Caremark Corporation	38.53	43.93	14.01%	7.47%	39.49	2.49%	7.47%
Deere & Company	86.47	95.99	11.00%	7.47%	90.37	4.51%	7.47%
Eastman Chemical Company	105.86	119.10	12.50%	7.47%	111.69	5.50%	7.47%
The Goodyear Tire & Rubber Company	17.62	20.79	17.99%	7.47%	17.71	0.51%	7.47%
Google Inc.	543.70	630.69	16.00%	7.47%	551.86	1.50%	7.47%
Las Vegas Sands Corp.	45.29	52.99	17.00%	7.47%	45.63	0.75%	7.47%
Metlife, Inc.	44.14	50.76	15.01%	7.47%	44.25	0.26%	7.47%
Potash Corporation of Saskatchewan Inc.	58.02	67.31	16.01%	7.47%	59.33	2.25%	7.47%
Priceline.com Incorporated	546.58	639.50	17.00%	7.47%	553.41	1.25%	7.47%
Wal-Mart Stores, Inc.	54.56	62.47	14.49%	7.47%	56.34	3.26%	7.47%
Hypothetical Average Stock Return			14.13%			2.55%
Hypothetical Average Performance Level				7.47%			7.47%
Hypothetical Coupon Rate				7.47%			7.47%

  Variable Coupon Notes   TS-5

Risk Factors

There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page S-8 of product supplement VCN-2 and page S-4 of the MTN prospectus supplement identified below under “Additional Terms.” We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

§ The Coupon Rate on one or more Coupon Payment Dates may be limited to the Minimum Coupon Rate.

§ Your yield may be less than the yield on a conventional debt security of comparable maturity.

§ The Coupon Rate that will be applicable to each Coupon Payment Date is limited to the same rate as the Auto-Cap.

§ Due to the Auto-Cap, a significantly negative Stock Return of one or more Basket Stocks may not be offset by the positive stock return of one or more other Basket Stocks.

§ Your investment return, if any, may be less than a comparable investment directly in the Basket or the Basket Stocks.

§ You must rely on your own evaluation of the merits of an investment linked to the Basket Stocks.

§ Payments on the notes are subject to our credit risk, and changes in our credit ratings are expected to affect the value of the notes.

§ In seeking to provide you with what we believe to be competitive terms for the notes while providing MLPF&S with compensation for its services, we have considered the costs of developing, hedging, and distributing the notes described on page TS-7. The price at which you may sell the notes in any secondary market may be lower than the public offering price due to, among other things, the inclusion of these costs.

§ A trading market is not expected to develop for the notes. MLPF&S is not obligated to make a market for, or to repurchase, the notes.

§ The Coupon Payments will not be affected by all developments relating to the Basket Stocks.

§ Changes in the value of one or more of the Basket Stocks may be offset by changes in the value of one or more of the other Basket Stocks.

§ If you attempt to sell the notes prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than their Original Offering Price.

§ You will have no rights of a holder of any of the Basket Stocks, you will have no rights to receive any of the Basket Stocks, and you will not be entitled to dividends or other distributions by the issuers of the Basket Stocks.

§ Although we or our affiliates may from time to time hold one or more Basket Stocks, we do not control any company included in the Basket and are not responsible for any disclosure made by any other company.

§ Our business activities relating to the issuers of the Basket Stocks may create conflicts of interest with you.

§ The issuers of the Basket Stocks have no obligations relating to the notes and we will not perform any due diligence procedures with respect to these issuers.

§ Purchases and sales of the Basket Stocks by us and our affiliates may affect your return.

§ Our trading and hedging activities may create conflicts of interest with you.

§ Our hedging activities may affect your return on the notes and their market value.

§ The Annual Level of each Basket Stock determined on any Coupon Determination Date is not subject to adjustment for all corporate events.

§ There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the calculation agent.

§ You should consider the tax consequences of investing in the notes. See “Certain U.S. Federal Income Taxation Considerations” below and beginning on page S-29 of product supplement VCN-2.

  Variable Coupon Notes   TS-6

Investor Considerations

You may wish to consider an investment in the notes if:

§ You anticipate that the Annual Level of each of the Basket Stocks will be greater than the Initial Share Price on each of the Coupon Determination Dates.

§ You accept that the Coupon Rate applicable to each annual interest period is uncertain and may not be more than the Minimum Coupon Rate.

§ You accept that the Coupon Rate for each Coupon Payment Date is limited to the same rate as the Auto-Cap.

§ You seek exposure to the Basket Stocks with no expectation of dividends or other benefits of owning the Basket Stocks.

§ You are willing to accept that a trading market is not expected to develop for the notes. You understand that secondary market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness.

§ You are willing to make an investment, the payments on which depend on our creditworthiness, as the issuer of the notes.

The notes may not be an appropriate investment for you if:

§ You anticipate that the Annual Level of each of the Basket Stocks will be less than the Initial Share Price on each of the Coupon Determination Dates.

§ You seek an investment that provides annual interest payments with a guaranteed rate or a floating rate that is not limited to the Auto-Cap.

§ You want to receive dividends or other distributions paid on the Basket Stocks.

§ You seek assurances that there will be a liquid market if and when you want to sell the notes prior to maturity.

§ You are unwilling or are unable to assume the credit risk associated with us, as the issuer of the notes.

Supplement to the Plan of Distribution; Role of MLPF&S and Conflicts of Interest

We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.

MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of the notes. Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members. MLPF&S may not make sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.

Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount. The public offering price includes, in addition to the underwriting discount, a charge of approximately $0.075 per unit. This charge reflects an estimated profit earned by MLPF&S from transactions through which the notes are structured and resulting obligations hedged. The fees charged reduce the economic terms of the notes. Actual profits or losses from these hedging transactions may be more or less than this amount. In entering into the hedging arrangements for the notes, we seek competitive terms and may enter into hedging transactions with a division of MLPF&S or one of our subsidiaries or affiliates. For further information regarding these charges, our trading and hedging activities and other conflicts of interest, see “Risk Factors,” beginning on page S-8 and “Use of Proceeds” on page S-17 in Product Supplement VCN-2.

If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.

MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices. MLPF&S may act as principal or agent in these transactions; however it is not obligated to engage in any such transactions.

  Variable Coupon Notes   TS-7

The Basket Stocks

None of the issuers of the Basket Stocks has authorized or sanctioned the notes or participated in the preparation of this term sheet. Each of these issuers is subject to the informational requirements of the Exchange Act and files reports and other information with the SEC. Companies with securities registered under the Exchange Act are required to file periodically financial and other information required by the SEC. Information filed with the SEC can be inspected and copied at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material also can be obtained from the Public Reference Section at prescribed rates. In addition, information filed electronically by each of the issuers of the Basket Stocks with the SEC can be reviewed through a website maintained by the SEC. The address of the SEC’s website is http://www.sec.gov.

This term sheet relates only to the notes and does not relate to the Basket Stocks. We are not offering or selling securities of any of the issuers of the Basket Stocks. The descriptions of the Basket Stocks in this section are derived from the publicly available documents described in the preceding paragraph. None of us or our affiliates has participated in the preparation of these documents, verified the accuracy or the completeness of the information concerning the Basket Stocks included in the publicly available documents or made any due diligence inquiry with respect to the Basket Stocks. We do not make any representation that the publicly available documents or any other publicly available information about the Basket Stocks are accurate or complete. There can be no assurance that events occurring prior or subsequent to the date of this term sheet (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that might affect the value of any of the Basket Stocks have been or will be publicly disclosed. Because each Coupon Payment is related to the value of the Basket Stocks, those events, if any, also would affect the market value of the notes. We do not intend to furnish to you any additional information about the Basket Stocks. Neither we nor any of our affiliates makes any representation to you as to the future performance of any of the Basket Stocks.

We obtained the historical prices of the Basket Stocks shown below from the Bloomberg Financial^® service, without independent verification. The historical value of any Basket Stock should not be taken as an indication of its future performance, and we cannot assure you that its Annual Level determined on any Coupon Determination Date will not decrease from its Initial Share Price.

You should make your own investigation into the Basket Stocks.

Historical Data on the Basket Stocks

The following tables set forth the high, low, and period-end closing prices of each of the Basket Stocks on its principal exchange from the first quarter of 2006 through the pricing date.

Aflac, Inc.

Aflac, Inc. is a general business holding company. The company, through its subsidiaries, provides supplemental insurance to individuals in the United States and Japan. The company’s products include accident and disability plans, cancer expense plans, short-term disability plans, sickness and hospital indemnity plans, hospital intensive care plans, and fixed-benefit dental plans. This Basket Stock trades on the New York Stock Exchange under the symbol “AFL.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		49.30		45.13		45.13
	Second Quarter		49.15		44.55		46.35
	Third Quarter		46.81		42.46		45.76
	Fourth Quarter		46.00		43.65		46.00
2007	First Quarter		49.26		45.64		47.06
	Second Quarter		53.59		47.34		51.40
	Third Quarter		57.04		50.70		57.04
	Fourth Quarter		62.90		56.47		62.63
2008	First Quarter		65.55		58.72		64.95
	Second Quarter		68.22		62.80		62.80
	Third Quarter		64.25		51.25		58.75
	Fourth Quarter		58.02		30.38		45.84
2009	First Quarter		46.28		11.49		19.36
	Second Quarter		37.66		18.75		31.09
	Third Quarter		43.02		28.65		42.74
	Fourth Quarter		47.14		40.58		46.25
2010	First Quarter		54.82		45.95		54.29
	Second Quarter		56.56		40.48		42.67
	Third Quarter		53.61		43.12		51.71
	Fourth Quarter		57.85		51.45		56.43
2011	First Quarter		59.28		50.45		52.78
	Second Quarter		57.00		44.30		46.68
	Third Quarter (through the pricing date)		47.43		46.43		47.40

  Variable Coupon Notes   TS-8

Barrick Gold Corporation

Barrick Gold Corporation is an international gold company with operating mines and development projects in the United States, Canada, South America, Australia, and Africa. This Basket Stock trades on the New York Stock Exchange under the symbol “ABX.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		31.46		25.65		27.24
	Second Quarter		35.23		26.89		29.60
	Third Quarter		34.04		28.28		30.72
	Fourth Quarter		31.50		28.34		30.70
2007	First Quarter		32.11		27.42		28.55
	Second Quarter		31.17		27.99		29.07
	Third Quarter		40.94		29.60		40.28
	Fourth Quarter		46.98		37.39		42.05
2008	First Quarter		53.57		41.94		43.45
	Second Quarter		46.04		37.36		45.50
	Third Quarter		50.39		26.60		36.74
	Fourth Quarter		37.36		18.14		36.77
2009	First Quarter		39.58		26.04		32.42
	Second Quarter		38.08		27.53		33.55
	Third Quarter		40.04		31.48		37.90
	Fourth Quarter		47.93		34.58		39.38
2010	First Quarter		41.76		34.00		38.34
	Second Quarter		46.38		39.11		45.41
	Third Quarter		47.22		40.03		46.29
	Fourth Quarter		54.83		45.45		53.18
2011	First Quarter		53.88		46.13		51.91
	Second Quarter		55.63		43.04		45.29
	Third Quarter (through the pricing date)		46.19		44.78		46.19

The Boeing Company

The Boeing Company, together with its subsidiaries, develops, produces, and markets commercial jet aircraft, as well as provides related support services to the commercial airline industry worldwide. The company also researches, develops, produces, modifies, and supports information, space, and defense systems, including military aircraft, helicopters and space and missile systems. This Basket Stock trades on the New York Stock Exchange under the symbol “BA.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		79.18		66.49		77.93
	Second Quarter		88.94		76.98		81.91
	Third Quarter		83.75		72.80		78.85
	Fourth Quarter		91.10		79.14		88.84
2007	First Quarter		91.71		85.43		88.91
	Second Quarter		100.59		88.83		96.16
	Third Quarter		107.23		92.74		104.99
	Fourth Quarter		106.65		86.62		87.46
2008	First Quarter		86.98		72.45		74.37
	Second Quarter		87.07		65.72		65.72
	Third Quarter		69.26		55.47		57.35
	Fourth Quarter		56.62		37.11		42.67
2009	First Quarter		46.31		29.36		35.58
	Second Quarter		52.83		35.44		42.50
	Third Quarter		54.62		39.04		54.15
	Fourth Quarter		56.05		47.22		54.13
2010	First Quarter		74.11		56.18		72.61
	Second Quarter		75.59		60.11		62.75
	Third Quarter		69.69		60.76		66.54
	Fourth Quarter		71.66		62.50		65.26
2011	First Quarter		73.93		66.40		73.93
	Second Quarter		79.95		71.25		73.93
	Third Quarter (through the pricing date)		75.99		74.15		75.99

  Variable Coupon Notes   TS-9

Chevron Corporation

Chevron Corporation is an integrated energy company with operations in countries located around the world. The company produces and transports crude oil and natural gas. The company also refines, markets, and distributes fuels as well as is involved in chemical operations, mining operations, power generation and energy services. This Basket Stock trades on the New York Stock Exchange under the symbol “CVX.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		62.21		54.08		57.97
	Second Quarter		62.88		56.78		62.06
	Third Quarter		67.85		60.88		64.86
	Fourth Quarter		75.97		62.94		73.53
2007	First Quarter		74.95		66.43		73.96
	Second Quarter		84.24		74.83		84.24
	Third Quarter		94.84		80.76		93.58
	Fourth Quarter		94.86		83.79		93.33
2008	First Quarter		94.61		77.51		85.36
	Second Quarter		103.09		86.74		99.13
	Third Quarter		99.08		77.50		82.48
	Fourth Quarter		82.20		57.83		73.97
2009	First Quarter		77.35		56.46		67.24
	Second Quarter		72.67		63.75		66.25
	Third Quarter		72.64		61.40		70.43
	Fourth Quarter		79.64		68.14		76.99
2010	First Quarter		80.88		70.13		75.83
	Second Quarter		82.83		67.86		67.86
	Third Quarter		81.28		67.31		81.05
	Fourth Quarter		91.60		80.97		91.25
2011	First Quarter		108.01		90.41		107.43
	Second Quarter		109.66		97.90		102.84
	Third Quarter (through the pricing date)		106.59		104.09		106.59

Citigroup Inc.

Citigroup Inc. is a diversified financial services holding company that provides a broad range of financial services to consumer and corporate customers around the world. The company’s services include investment banking, retail brokerage, corporate banking, and cash management products and services. This Basket Stock trades on the New York Stock Exchange under the symbol “C.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		492.90		450.50		472.30
	Second Quarter		503.70		474.10		482.40
	Third Quarter		502.30		464.00		496.70
	Fourth Quarter		564.10		493.80		557.00
2007	First Quarter		552.50		487.50		513.40
	Second Quarter		552.00		510.50		512.90
	Third Quarter		528.40		453.00		466.70
	Fourth Quarter		483.20		292.90		294.40
2008	First Quarter		296.90		186.20		214.20
	Second Quarter		268.10		167.60		167.60
	Third Quarter		211.20		140.30		205.10
	Fourth Quarter		230.00		37.70		67.10
2009	First Quarter		74.60		10.20		25.30
	Second Quarter		40.20		26.80		29.70
	Third Quarter		52.30		25.90		48.40
	Fourth Quarter		50.00		32.00		33.10
2010	First Quarter		43.10		31.50		40.50
	Second Quarter		49.70		36.30		37.60
	Third Quarter		43.00		36.60		39.00
	Fourth Quarter		48.10		39.50		47.30
2011	First Quarter		51.30		43.90		44.20
	Second Quarter		46.00		36.81		41.64
	Third Quarter (through the pricing date)		42.88		42.01		42.63

  Variable Coupon Notes   TS-10

Comcast Corporation

Comcast Corporation is a provider of video, high-speed Internet and phone services. The company offers a variety of entertainment, information and communications services to residential and commercial customers. The company is headquartered in Philadelphia, Pennsylvania. This Basket Stock trades on the Nasdaq Global Select Market under the symbol “CMCSA.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		18.83		17.40		17.44
	Second Quarter		22.35		17.59		21.83
	Third Quarter		24.57		20.69		24.57
	Fourth Quarter		28.75		24.20		28.22
2007	First Quarter		30.07		25.30		25.95
	Second Quarter		28.39		25.74		28.12
	Third Quarter		29.02		23.67		24.18
	Fourth Quarter		24.35		17.63		18.26
2008	First Quarter		20.54		16.61		19.34
	Second Quarter		22.72		18.61		18.97
	Third Quarter		22.28		18.01		19.63
	Fourth Quarter		19.35		13.07		16.88
2009	First Quarter		17.99		11.22		13.64
	Second Quarter		16.69		13.53		14.49
	Third Quarter		17.56		13.26		16.89
	Fourth Quarter		17.64		14.06		16.86
2010	First Quarter		18.82		15.21		18.82
	Second Quarter		20.39		16.77		17.37
	Third Quarter		19.56		17.00		18.08
	Fourth Quarter		22.25		17.66		21.97
2011	First Quarter		25.77		22.37		24.72
	Second Quarter		26.68		23.44		25.34
	Third Quarter (through the pricing date)		25.97		25.49		25.58

CVS Caremark Corporation

CVS Caremark Corporation is an integrated pharmacy health care provider. The company’s offerings include pharmacy benefit management services, mail order, retail and specialty pharmacy, disease management programs, and retail clinics. The company operates drugstores throughout the U.S., the District of Columbia, and Puerto Rico. This Basket Stock trades on the New York Stock Exchange under the symbol “CVS.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		30.57		26.35		29.87
	Second Quarter		31.25		27.69		30.70
	Third Quarter		35.95		30.10		32.12
	Fourth Quarter		32.15		27.19		30.91
2007	First Quarter		34.67		30.79		34.14
	Second Quarter		39.08		34.29		36.45
	Third Quarter		39.63		35.12		39.63
	Fourth Quarter		42.25		37.15		39.75
2008	First Quarter		41.25		35.49		40.51
	Second Quarter		44.12		39.48		39.57
	Third Quarter		39.20		32.67		33.66
	Fourth Quarter		33.77		24.42		28.74
2009	First Quarter		29.80		23.98		27.49
	Second Quarter		32.98		28.10		31.87
	Third Quarter		37.52		30.68		35.74
	Fourth Quarter		38.01		28.87		32.21
2010	First Quarter		37.07		31.07		36.56
	Second Quarter		37.37		29.32		29.32
	Third Quarter		31.54		27.00		31.47
	Fourth Quarter		35.00		29.65		34.77
2011	First Quarter		35.71		32.24		34.32
	Second Quarter		38.80		34.77		37.58
	Third Quarter (through the pricing date)		38.54		37.69		38.54

  Variable Coupon Notes   TS-11

Deere & Company

Deere & Company manufactures and distributes a range of agricultural, construction and forestry, and commercial and consumer equipment. The company supplies replacement parts for its own products and for those of other manufacturers. Deere also provides product and parts financing services. This Basket Stock trades on the New York Stock Exchange under the symbol “DE.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		39.89		34.00		39.53
	Second Quarter		45.67		38.65		41.75
	Third Quarter		42.39		34.34		41.96
	Fourth Quarter		49.07		41.80		47.54
2007	First Quarter		57.98		45.45		54.32
	Second Quarter		62.15		52.24		60.37
	Third Quarter		74.21		58.55		74.21
	Fourth Quarter		93.12		70.76		93.12
2008	First Quarter		94.69		76.40		80.44
	Second Quarter		93.35		71.38		72.13
	Third Quarter		73.47		47.76		49.50
	Fourth Quarter		46.30		28.77		38.32
2009	First Quarter		45.99		24.83		32.87
	Second Quarter		47.05		34.26		39.95
	Third Quarter		46.31		35.31		42.92
	Fourth Quarter		56.59		41.13		54.09
2010	First Quarter		61.96		48.96		59.46
	Second Quarter		62.21		54.78		55.68
	Third Quarter		73.61		54.50		69.78
	Fourth Quarter		84.46		68.57		83.05
2011	First Quarter		96.89		83.02		96.89
	Second Quarter		99.24		78.53		82.45
	Third Quarter (through the pricing date)		86.44		84.54		86.44

Eastman Chemical Company

Eastman Chemical Company is an international chemical company which produces chemicals, fibers, and plastics. The company’s operations include coatings, adhesives, specialty polymers, and inks, fibers, performance chemicals and intermediates, performance polymers, and specialty plastics. This Basket Stock trades on the New York Stock Exchange under the symbol “EMN.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		53.27		47.70		51.18
	Second Quarter		57.99		50.19		54.00
	Third Quarter		54.46		49.19		54.02
	Fourth Quarter		61.23		54.20		59.31
2007	First Quarter		64.66		57.90		63.33
	Second Quarter		69.42		63.31		64.33
	Third Quarter		71.23		63.49		66.73
	Fourth Quarter		68.65		59.05		61.09
2008	First Quarter		67.47		58.00		62.45
	Second Quarter		77.52		64.31		68.86
	Third Quarter		68.80		53.27		55.06
	Fourth Quarter		54.66		26.83		31.71
2009	First Quarter		33.68		18.00		26.80
	Second Quarter		45.03		28.35		37.90
	Third Quarter		55.15		35.21		53.54
	Fourth Quarter		61.39		50.21		60.24
2010	First Quarter		64.35		56.53		63.68
	Second Quarter		71.12		53.36		53.36
	Third Quarter		74.00		51.63		74.00
	Fourth Quarter		84.08		74.08		84.08
2011	First Quarter		99.32		85.35		99.32
	Second Quarter		108.15		95.02		102.07
	Third Quarter (through the pricing date)		105.67		103.42		105.67

  Variable Coupon Notes   TS-12

The Goodyear Tire & Rubber Company

The Goodyear Tire & Rubber Company develops, manufactures, distributes, and sells tires for most applications. The company also manufactures and markets several lines of rubber and rubber-related chemicals and provides automotive repair services. The company also retreads truck, aircraft, and heavy equipment tires. The company provides its products and services worldwide. This Basket Stock trades on the New York Stock Exchange under the symbol “GT.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		18.87		12.94		14.48
	Second Quarter		15.20		10.55		11.10
	Third Quarter		14.94		9.86		14.50
	Fourth Quarter		20.99		14.24		20.99
2007	First Quarter		31.76		22.67		31.19
	Second Quarter		36.39		31.55		34.76
	Third Quarter		36.63		25.05		30.41
	Fourth Quarter		30.98		25.83		28.22
2008	First Quarter		29.31		23.49		25.80
	Second Quarter		29.22		17.83		17.83
	Third Quarter		22.42		14.86		15.31
	Fourth Quarter		15.05		4.18		5.97
2009	First Quarter		7.95		3.51		6.26
	Second Quarter		13.51		6.49		11.26
	Third Quarter		18.32		10.55		17.03
	Fourth Quarter		17.81		12.54		14.10
2010	First Quarter		15.94		12.50		12.64
	Second Quarter		14.65		9.94		9.94
	Third Quarter		12.37		9.24		10.75
	Fourth Quarter		12.11		9.56		11.85
2011	First Quarter		15.45		11.58		14.98
	Second Quarter		18.72		14.61		16.77
	Third Quarter (through the pricing date)		17.85		17.29		17.43

Google Inc.

Google Inc. is a global technology company that provides a web based search engine through its website. The company offers a wide range of search options, including web, image, groups, directory, and news searches. This Basket Stock trades on the Nasdaq Global Select Market under the symbol “GOOG.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		471.84		337.06		390.00
	Second Quarter		440.50		370.02		419.33
	Third Quarter		424.56		367.23		401.90
	Fourth Quarter		509.65		401.44		460.48
2007	First Quarter		505.00		438.68		458.16
	Second Quarter		530.26		458.00		523.38
	Third Quarter		569.55		491.52		567.27
	Fourth Quarter		741.79		579.03		691.48
2008	First Quarter		685.33		413.62		440.47
	Second Quarter		594.90		446.84		526.42
	Third Quarter		555.15		381.00		400.52
	Fourth Quarter		411.72		257.44		307.65
2009	First Quarter		378.77		282.75		348.06
	Second Quarter		444.32		354.09		421.59
	Third Quarter		499.06		396.63		495.85
	Fourth Quarter		622.73		484.58		619.98
2010	First Quarter		626.75		526.43		567.01
	Second Quarter		595.30		444.95		444.95
	Third Quarter		530.41		436.07		525.79
	Fourth Quarter		627.16		522.35		593.97
2011	First Quarter		639.63		557.10		586.21
	Second Quarter		591.80		474.88		506.38
	Third Quarter (through the pricing date)		546.60		521.07		546.60

  Variable Coupon Notes   TS-13

Las Vegas Sands Corp.

Las Vegas Sands Corp. owns and operates casino resorts and convention centers. The company operates in United States, Macau and Singapore. Las Vegas Sand Corp’s casinos offer a wide range of gaming activities and entertainment as well as overnight accommodations, while its expo centers host a wide range of entertainment shows, expositions, and other activities. This Basket Stock trades on the New York Stock Exchange under the symbol “LVS.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		56.72		38.68		56.66
	Second Quarter		77.86		55.00		77.86
	Third Quarter		77.15		59.41		68.35
	Fourth Quarter		97.00		67.77		89.48
2007	First Quarter		108.59		81.02		86.61
	Second Quarter		90.74		72.83		76.39
	Third Quarter		139.71		76.64		133.42
	Fourth Quarter		144.56		103.05		103.05
2008	First Quarter		100.32		71.85		73.64
	Second Quarter		81.50		47.10		47.44
	Third Quarter		56.87		31.83		36.11
	Fourth Quarter		31.32		3.23		5.93
2009	First Quarter		8.48		1.42		3.01
	Second Quarter		11.34		3.74		7.86
	Third Quarter		19.56		6.65		16.84
	Fourth Quarter		18.28		13.17		14.94
2010	First Quarter		21.90		15.37		21.15
	Second Quarter		27.04		19.85		22.14
	Third Quarter		35.59		21.59		34.85
	Fourth Quarter		52.80		35.19		45.95
2011	First Quarter		50.60		36.34		42.22
	Second Quarter		47.51		37.82		42.21
	Third Quarter (through the pricing date)		45.30		43.82		45.30

MetLife, Inc.

MetLife, Inc. provides individual insurance, employee benefits and financial services with operations throughout the United States and the regions of Latin America, Europe, and Asia Pacific. The company’s products include life insurance, annuities, automobile and homeowners insurance, retail banking and other financial services to individuals as well as group insurance. This Basket Stock trades on the New York Stock Exchange under the symbol “MET.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		51.98		48.14		48.37
	Second Quarter		53.19		48.44		51.21
	Third Quarter		57.23		49.65		56.68
	Fourth Quarter		59.83		56.23		59.01
2007	First Quarter		65.92		59.10		63.15
	Second Quarter		69.04		63.29		64.48
	Third Quarter		69.92		59.62		69.73
	Fourth Quarter		70.87		60.46		61.62
2008	First Quarter		61.47		54.62		60.26
	Second Quarter		62.88		52.77		52.77
	Third Quarter		63.00		43.75		56.00
	Fourth Quarter		48.15		16.48		34.86
2009	First Quarter		35.97		12.10		22.77
	Second Quarter		35.50		23.43		30.01
	Third Quarter		40.83		26.90		38.07
	Fourth Quarter		38.35		33.22		35.35
2010	First Quarter		43.34		33.64		43.34
	Second Quarter		47.10		37.76		37.76
	Third Quarter		42.73		36.49		38.45
	Fourth Quarter		44.92		37.74		44.44
2011	First Quarter		48.64		42.28		44.73
	Second Quarter		46.79		39.24		43.87
	Third Quarter (through the pricing date)		44.38		43.32		44.27

  Variable Coupon Notes   TS-14

Potash Corporation of Saskatchewan Inc.

Potash Corporation of Saskatchewan Inc. produces potash, phosphate, and nitrogen to the agricultural and industrial industries worldwide. The company conducts operations in Canada, Chile, the United States, Brazil, and Trinidad. This Basket Stock trades on the New York Stock Exchange under the symbol “POT.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		10.98		8.77		9.79
	Second Quarter		11.78		8.80		9.55
	Third Quarter		11.73		9.21		11.58
	Fourth Quarter		16.25		11.50		15.94
2007	First Quarter		18.66		14.89		17.77
	Second Quarter		26.76		17.78		25.99
	Third Quarter		35.23		25.11		35.23
	Fourth Quarter		48.43		34.16		47.99
2008	First Quarter		54.76		40.01		51.74
	Second Quarter		79.83		52.93		76.19
	Third Quarter		76.17		43.90		44.00
	Fourth Quarter		42.68		16.53		24.41
2009	First Quarter		30.40		22.10		26.94
	Second Quarter		39.29		26.54		31.02
	Third Quarter		33.19		28.04		30.11
	Fourth Quarter		40.99		28.48		36.17
2010	First Quarter		42.33		33.12		39.78
	Second Quarter		39.17		28.75		28.75
	Third Quarter		50.16		28.20		48.01
	Fourth Quarter		51.61		44.88		51.61
2011	First Quarter		63.31		51.97		58.93
	Second Quarter		61.44		50.97		56.99
	Third Quarter (through the pricing date)		57.83		56.04		57.83

Priceline.com Incorporated

Priceline.com Incorporated enables consumers to use the Internet to save money on a variety of products and services. The company’s product allows customers to name their own price on products or services and communicates that demand directly to participating sellers or to their private databases. Participants include domestic and international airlines, and hotel chains. This Basket Stock trades on the Nasdaq Global Select Market under the symbol “PCLN.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		24.87		21.06		24.84
	Second Quarter		32.22		23.81		29.86
	Third Quarter		36.79		25.91		36.79
	Fourth Quarter		43.97		36.75		43.61
2007	First Quarter		55.26		42.29		53.26
	Second Quarter		68.74		54.21		68.74
	Third Quarter		89.95		61.56		88.75
	Fourth Quarter		119.73		84.27		114.86
2008	First Quarter		127.51		89.36		120.86
	Second Quarter		139.66		115.46		115.46
	Third Quarter		117.20		66.84		68.43
	Fourth Quarter		73.65		47.07		73.65
2009	First Quarter		86.68		66.04		78.78
	Second Quarter		118.00		80.88		111.55
	Third Quarter		168.24		103.75		165.82
	Fourth Quarter		229.24		157.79		218.50
2010	First Quarter		255.99		195.35		255.00
	Second Quarter		273.00		175.19		176.54
	Third Quarter		349.93		176.41		348.34
	Fourth Quarter		420.65		330.86		399.55
2011	First Quarter		506.44		409.41		506.44
	Second Quarter		555.65		458.78		511.93
	Third Quarter (through the pricing date)		547.34		523.94		547.34

  Variable Coupon Notes   TS-15

Wal-Mart Stores Inc.

Wal-Mart Stores, Inc. operates discount stores, supercenters, and neighborhood markets. The company’s discount stores and supercenters offer merchandise such as apparel, housewares, small appliances, electronics, and hardware. The company’s markets offer a full-line supermarket and a limited assortment of general merchandise. The company operates nationally and internationally. This Basket Stock trades on the New York Stock Exchange under the symbol “WMT.”

		High          Closing Price		Low          Closing Price		Period-End          Closing Price
2006	First Quarter		48.54		44.74		47.24
	Second Quarter		49.65		45.03		48.17
	Third Quarter		49.81		43.02		49.32
	Fourth Quarter		51.75		45.54		46.18
2007	First Quarter		50.26		45.73		46.95
	Second Quarter		51.21		46.33		48.11
	Third Quarter		49.15		42.27		43.65
	Fourth Quarter		49.43		42.90		47.53
2008	First Quarter		53.62		45.72		52.68
	Second Quarter		59.80		54.08		56.20
	Third Quarter		63.17		56.02		59.89
	Fourth Quarter		59.73		49.67		56.06
2009	First Quarter		57.18		46.42		52.10
	Second Quarter		53.80		47.87		48.44
	Third Quarter		51.88		47.57		49.09
	Fourth Quarter		54.96		49.00		53.45
2010	First Quarter		55.99		52.61		55.60
	Second Quarter		55.53		48.07		48.07
	Third Quarter		54.08		48.00		53.52
	Fourth Quarter		55.36		53.25		53.93
2011	First Quarter		57.57		51.37		52.05
	Second Quarter		56.06		52.13		53.14
	Third Quarter (through the pricing date)		54.49		53.39		54.49

  Variable Coupon Notes   TS-16

Certain U.S. Federal Income Taxation Considerations

Set forth below is a summary of certain U.S. federal income tax considerations relating to an investment in the notes. The following summary is not complete and is qualified in its entirety by the discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page S-29 of product supplement VCN-2, which you should carefully review prior to investing in the notes. For purposes of that discussion, we intend to take the position that the notes will be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, subject to taxation under the “noncontingent bond method,” and the balance of this discussion assumes that this characterization is proper and will be respected. Capitalized terms used and not defined herein have the meanings ascribed to them in product supplement VCN-2.

Under this characterization, the notes generally will be subject to the Treasury regulations governing contingent payment debt instruments. Under those regulations, a U.S. Holder will be required to report OID or interest income based on a “comparable yield” and a “projected payment schedule,” established by us for determining interest accruals and adjustments with respect to a note. A U.S. Holder who does not use the “comparable yield” and follow the “projected payment schedule” to calculate its OID and interest income on a note must timely disclose and justify the use of other estimates to the IRS.

A U.S. Holder will be required to recognize interest income equal to the amount of any “positive adjustment” for a note for the taxable year in which a contingent payment is paid (including a payment of interest at maturity). A positive adjustment is the excess of actual payments in respect of contingent payments over the projected amount of contingent payments. A U.S. Holder also will be required to account for any “negative adjustment” for a taxable year in which a contingent payment is paid. A negative adjustment is the excess of the projected amounts of contingent payments over actual payments in respect of the contingent payments. A net negative adjustment is the amount by which total negative adjustments in a taxable year exceed total positive adjustments in such taxable year. A net negative adjustment (1) will first reduce the amount of interest for the note that a U.S. Holder would otherwise be required to include in income in the taxable year, and (2) to the extent of any excess, will result in an ordinary loss equal to that portion of the excess as does not exceed the excess of (A) the amount of all previous interest inclusions under the note over (B) the total amount of the U.S. Holder’s net negative adjustments treated as ordinary loss on the note in prior taxable years. A net negative adjustment is not subject to the 2% floor limitation imposed on miscellaneous deductions under Section 67 of the Code. Any net negative adjustment in excess of the amounts described above in (1) and (2) will be carried forward to offset future interest income on the note or to reduce the amount realized on a sale, exchange, or redemption of the note and, in the case of a payment at maturity, should result in a capital loss. The deductibility of capital losses by a U.S. Holder is subject to limitations.

The following table reflects the expected issue date of July 14, 2011 and the scheduled maturity date of July 14, 2015 for the notes and is based upon the projected payment schedule and a comparable yield equal to 3.0460% per annum (compounded annually) that we established for the notes, and shows the amounts of ordinary income from a note that an initial U.S. Holder that holds the note until maturity and pays taxes on a calendar year basis should be required to report each calendar year.

Accrual Period	Interest Deemed to Accrue During Accrual Period (per $10.00 principal amount per unit of the notes)	Total Interest Deemed to Have Accrued from Original Issue Date (per $10.00 principal amount per unit of the notes)
July 14, 2011 through December 31, 2011	$0.1403	$0.1403
January 1, 2012 through December 31, 2012	$0.3046	$0.4449
January 1, 2013 through December 31, 2013	$0.3046	$0.7495
January 1, 2014 through December 31, 2014	$0.3046	$1.0541
January 1, 2015 through July 14, 2015	$0.1643	$1.2184

In addition, we have determined the projected payment schedule for the notes as follows:

Date	Projected Payment
July 14, 2012	$0.3046
July 14, 2013	$0.3046
July 14, 2014	$0.3046
July 14, 2015	$10.3046

You should be aware that these amounts are not calculated or provided for any purposes other than the determination of a U.S. Holder’s interest accruals and adjustments with respect to the notes for U.S. federal income tax purposes. By providing the table above and the projected payment schedule, we make no representations regarding the actual amounts of interest payments on the notes.

Upon a sale, exchange, or redemption of a note prior to maturity, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, or redemption and the holder’s tax basis in the notes. A U.S. Holder’s tax basis in a note generally will equal the cost of that note, increased by the amount of OID previously accrued by the holder for that note (without regard to any positive or negative adjustments under the contingent payment debt regulations), and decreased by the amount of any projected payments for previous periods on the note. A U.S. Holder generally will treat any gain as interest income, and will treat any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total negative adjustments previously taken into account as ordinary losses, and the balance as long-term or short-term capital loss depending upon the U.S. Holder’s holding period for the note.

You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. See the discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page S-29 of product supplement VCN-2.

  Variable Coupon Notes   TS-17

Validity of the Notes

In the opinion of McGuireWoods LLP, as counsel to BAC, when the notes offered by this Note Prospectus have been completed and executed by BAC, and authenticated by the trustee in accordance with the provisions of the Senior Indenture, and delivered against payment therefor as contemplated by this Note Prospectus, such notes will be legal, valid and binding obligations of BAC, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) (or any successor statute) and any bank regulatory powers now or hereafter in effect and to the application of principles of public policy. This opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior Indenture, the validity, binding nature and enforceability of the Senior Indenture with respect to the trustee, the legal capacity of natural persons, the genuineness of signatures, the authenticity of all documents submitted to McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as photocopies, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated April 28, 2011, which has been filed as an exhibit to our Current Report on Form 8-K dated April 28, 2011.

  Variable Coupon Notes   TS-18

Additional Terms

You should read this term sheet, together with the documents listed below, which together contain the terms of the notes and supersede all prior or contemporaneous oral statements as well as any other written materials. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the sections indicated on the cover of this term sheet. The notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

You may access the following documents on the SEC Website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Website):

§ Product supplement VCN-2 dated October 26, 2010:

http://www.sec.gov/Archives/edgar/data/70858/000119312510236590/d424b5.htm

§ Series L MTN prospectus supplement dated April 21, 2009 and prospectus dated April 20, 2009:

http://www.sec.gov/Archives/edgar/data/70858/000095014409003387/g18667b5e424b5.htm

Our Central Index Key, or CIK, on the SEC Website is 70858.

We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the product supplement, the prospectus supplement, and the prospectus in that registration statement, and the other documents relating to this offering that we have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you the Note Prospectus if you so request by calling MLPF&S toll-free at 1-866-500-5408.

Market-Linked Investments Classification

Market-Linked Investments come in four basic categories, each designed to meet a different set of investor risk profiles, time horizons, income requirements and market views (bullish, bearish, moderate outlook, etc.). The following descriptions of these categories are meant solely for informational purposes and are not intended to represent any particular Market-Linked Investment or guarantee performance. Certain Market-Linked Investments may have overlapping characteristics.

Market Downside Protection Market-Linked Investments combine some of the capital preservation features of traditional bonds with the growth potential of equities and other asset classes. They offer full or partial market downside protection at maturity, while offering market exposure that may provide better returns than comparable fixed income securities. It is important to note that the market downside protection feature provides investors with protection only at maturity, subject to issuer credit risk. In addition, in exchange for full or partial protection, you forfeit dividends and full exposure to the linked asset’s upside. In some circumstances, this could result in a lower return than with a direct investment in the asset.

These short- to medium-term market-linked notes offer you a way to enhance your income stream, either through variable or fixed-interest coupons, an added payout at maturity based on the performance of the linked asset, or both. In exchange for receiving current income, you will generally forfeit upside potential on the linked asset. Even so, the prospect of higher interest payments and/or an additional payout may equate to a higher return potential than you may be able to find through other fixed-income securities. Enhanced Income Market-Linked Investments generally do not include market downside protection. The degree to which your principal is repaid at maturity is generally determined by the performance of the linked asset. Although enhanced income streams may help offset potential declines in the asset, you can still lose part or all of your original investment.

Market Access notes may offer exposure to certain market sectors, asset classes and/or strategies that may not even be available through the other three categories of Market-Linked Investments. Subject to certain fees, the returns on Market Access Market-Linked Investments will generally correspond on a one-to-one basis with any increases or decreases in the value of the linked asset, similar to a direct investment. In some instances, they may also provide interim coupon payments. These investments do not include the market downside protection feature and, therefore, your principal remains at risk.

These short- to medium-term investments offer you a way to enhance exposure to a particular market view without taking on a similarly enhanced level of market-downside risk. They can be especially effective in a flat to moderately positive market (or, in the case of bearish investments, a flat to moderately negative market). In exchange for the potential to receive better-than market returns on the linked asset, you must generally accept a degree of market downside risk and capped upside potential. As these investments are not market downside protected, and do not assure full repayment of principal at maturity, you need to be prepared for the possibility that you may lose all or part of your investment.

  Variable Coupon Notes   TS-19