Filed Pursuant to Rule 424(b)(5)
Registration No. 333-112708

Pricing Supplement No. 408
(To Prospectus dated April 14, 2004
and Prospectus Supplement dated April 15, 2004)
April 25, 2007

$22,900,000

Minimum Return Equity Appreciation Growth LinkEd Securities “Index EAGLES^®,” due April 30, 2012, Linked to the S&P 500^® Index

•

The notes are our unsecured senior notes.

•

We will not pay interest on the notes.

•

At maturity, you will receive the principal amount of the notes plus a supplemental redemption amount, which will be at least 5.00% of the principal amount of the notes, or $50 per $1,000 principal amount, for a total payment at maturity of at least $1,050.

•

The supplemental redemption amount will be based primarily upon the performance of the S&P 500® Index over the term of the notes. We describe how to determine this amount beginning on page PS-4.

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The notes will mature on April 30, 2012.

•

The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.

•

The notes will not be listed on any securities exchange.

		Per Note				Total
Public offering price			100.00	%		$	22,900,000
Agents’ commissions			3.00	%			687,000
Proceeds (before expenses)			97.00	%		$	22,213,000

Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and involve investment risks. Potential purchasers of the notes should consider the information in “Risk Factors” beginning on page PS-17.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.

We will deliver the notes in book-entry form only through The Depository Trust Company on or about April 27, 2007 against payment in immediately available funds.

Banc of America Securities LLC		Banc of America Investment Services, Inc.

Agents

TABLE OF CONTENTS

		Page
SUMMARY		PS-3
RISK FACTORS		PS-17
USE OF PROCEEDS		PS-23
DESCRIPTION OF THE NOTES		PS-24
THE S&P 500® INDEX		PS-28
SUPPLEMENTAL PLAN OF DISTRIBUTION		PS-33
NOTICES FOR CERTAIN NON-UNITED STATES INVESTORS		PS-33
UNITED STATES FEDERAL INCOME TAX SUMMARY		PS-34
ERISA CONSIDERATIONS		PS-40
ANNEX A			A-1

     Index EAGLES^® is our federal service mark registration.

     “Standard & Poor’s^®,” “S&P^®,” “S&P 500^®,” “Standard & Poor’s 500,” and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by us. The notes are not sponsored, endorsed, sold, or promoted by Standard & Poor’s^® and Standard & Poor’s^® makes no representation regarding the advisability of investing in the notes.

SUMMARY

     This pricing supplement relates only to our notes and does not relate to the securities of any of the companies comprising the S&P 500^® Index. This summary includes questions and answers that highlight selected information from the accompanying prospectus, prospectus supplement, and this pricing supplement to help you understand these notes. You should read carefully the entire prospectus, prospectus supplement, and pricing supplement to understand fully the terms of the notes, as well as the tax and other considerations important to you in making a decision about whether to invest in the notes. In particular, you should review carefully the section in this pricing supplement entitled “Risk Factors,” which highlights a number of risks, to determine whether an investment in the notes is appropriate for you. If information in this pricing supplement is inconsistent with the prospectus or prospectus supplement, this pricing supplement will supersede those documents.

     Certain capitalized terms used and not defined in this pricing supplement have the meanings ascribed to them in the prospectus supplement and prospectus.

     In light of the complexity of the transaction described in this pricing supplement, you are urged to consult with your own attorneys and business and tax advisors before making a decision to purchase any of the notes.

     The information in this “Summary” section is qualified in its entirety by the more detailed explanation set forth elsewhere in this pricing supplement and the accompanying prospectus supplement and prospectus. You should rely only on the information contained in this pricing supplement, the accompanying prospectus supplement, and the prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor any of the selling agents is making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this pricing supplement, the accompanying prospectus supplement, and prospectus is accurate only as of the date on their respective front covers.

What are the notes?

     The notes are senior debt securities issued by Bank of America Corporation and are not secured by collateral. The notes rank equally with all of our other unsecured senior indebtedness from time to time outstanding. The notes will mature on April 30, 2012. We cannot redeem the notes at any earlier date. We will not make any payments on the notes until maturity.

Are the notes equity or debt securities?

     The notes are our senior debt securities. However, these notes differ from traditional debt securities in that you will not receive interest payments and they contain a derivative component. Instead, at maturity you will receive (a) your principal amount, plus (b) an additional amount called the “Supplemental Redemption Amount,” as described below. The notes have been designed for investors who are willing to forgo market rates of interest on their investment, such as fixed interest rates paid on conventional non-callable debt securities.

Will you receive your principal at maturity?

     Yes. If you hold the notes until maturity, then you will receive your principal amount and a Supplemental Redemption Amount. However, if you sell the notes prior to maturity, you may find that the market value of the notes is less than the principal amount of the notes.

How much will you receive at maturity?

     At maturity, you will receive the principal amount of the notes. You also will receive the Supplemental Redemption Amount, which will not be less than 5.00% of the principal amount of the notes at maturity. We call this minimum amount the “Minimum Supplemental Redemption Amount.” The Supplemental Redemption Amount will be based primarily upon the performance of the S&P 500^® Index during the term of the notes and will be determined by the calculation agent in the manner described below.

     The calculation agent will determine the Supplemental Redemption Amount payable to you at maturity by reference to the periodic returns of the S&P 500^® Index during the following 20 “Reference Periods”:

2007/08		2008/09		2009/10		2010/11		2011/12
4/25/07-7/25/07		4/25/08-7/25/08		4/25/09-7/25/09		4/25/10-7/25/10		4/25/11-7/25/11
7/25/07-10/25/07		7/25/08-10/25/08		7/25/09-10/25/09		7/25/10-10/25/10		7/25/11-10/25/11
10/25/07-1/25/08		10/25/08-1/25/09		10/25/09-1/25/10		10/25/10-1/25/11		10/25/11-1/25/12
1/25/08-4/25/08		1/25/09-4/25/09		1/25/10-4/25/10		1/25/11-4/25/11		1/25/12-4/25/12

     We priced the notes on April 25, 2007, or the “pricing date.” The pricing date is the first day of the first Reference Period.

     We refer to the last day of each Reference Period as a “Reset Date.” On each Reset Date, the calculation agent will determine the “Periodic Return” of the S&P 500^® Index for the Reference Period then ended by applying the following formula:

(Ending Level — Starting Level)
Starting Level

     The result will be rounded to the nearest ten-thousandth of a decimal place and then expressed as a percentage.

     The “Starting Level” for the initial Reference Period is the closing level of the S&P 500^® Index on the pricing date, or 1,495.42, and the “Starting Level” for each subsequent Reference Period is the Ending Level for the immediately preceding Reference Period. The “Ending Level” for each Reference Period is the closing level of the S&P 500^® Index on the applicable Reset Date, or if that day is not a business day (as defined below), the closing level of the S&P 500^® Index on the next following business day.

     Except for the payment of the principal amount and the Minimum Supplemental Redemption Amount at maturity, you will be exposed to unlimited declines in the Periodic Return for any Reference Period. On the pricing date, we set a cap of 7.00%, or the “Return Cap,” which limits any increases in the Periodic Return of the S&P 500^® Index to that rate. For any Reference Period in which the Periodic Return is greater than the Return Cap, the Periodic Return for that Reference Period will be deemed to be the Return Cap, and for that Reference Period you will receive only the benefit of the increase in value up to the Return Cap.

The Index Return

     After the close of the market on the last Reset Date, the calculation agent will determine the Supplemental Redemption Amount, which will not be less than the Minimum Supplemental Redemption Amount, based on the following formula:

Principal Amount x Index Return

     The “Index Return” is the compounded value of the 20 Periodic Returns computed in the following manner:

[The product of (1.00 + the Periodic Return) for each Reference Period] — 1.00

     The Index Return will be rounded to the nearest ten-thousandth and then expressed as a percentage.

     The period of time between the last Reset Date and the maturity date is not part of a Reference Period, and, therefore, changes in the S&P 500^® Index during that period will not affect the Supplemental Redemption Amount payable to you at maturity. If the calculation of the Supplemental Redemption Amount results in an amount that is less than the Minimum Supplemental Redemption Amount, then we will pay you a Supplemental Redemption Amount equal to the Minimum Supplemental Redemption Amount.

     The notes provide less opportunity for appreciation than an investment tied directly to the performance of the S&P 500^® Index because the Return Cap limits the appreciation in the S&P 500^® Index used to calculate the Periodic Return. Because of the Return Cap, the Index Return cannot be more than 286.97% (a maximum value that represents an increase of the S&P 500^® Index up to the Return Cap for each Reference Period).

     You should consider the possibility that an investment in the notes will not result in a gain above the Minimum Supplemental Redemption Amount even if the level of the S&P 500^® Index increases during one or more Reference Periods, or even if the level of the S&P 500^® Index as of the final scheduled Reset Date is greater than the level of the S&P 500^® Index on the pricing date.

PS-6

PS-7

PS-8

PS-9

PS-10

PS-11

PS-12

PS-13

Who will determine the Supplemental Redemption Amount and the amounts due at maturity?

     A calculation agent will make all the calculations associated with determining the Supplemental Redemption Amount and the amounts due at maturity. We have appointed our affiliate, Banc of America Securities LLC, or “BAS,” to act as calculation agent. See the section entitled “Description of the Notes—Role of the Calculation Agent.”

Who publishes the S&P 500^® Index and what does it measure?

     The S&P 500^® Index is published by Standard & Poor’s^®, a division of The McGraw-Hill Companies, Inc., or “S&P^®,” and is intended to provide an indication of the pattern of common stock price movement. The level of the S&P 500^® Index is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. The S&P 500^® Index is described further in the section entitled “The S&P 500^® Index.”

How has the S&P 500^® Index performed historically?

     There has been significant volatility in the S&P 500^® Index. The table on page PS-30 shows the quarterly performance of the S&P 500^® Index since the first quarter of 2003. The table in Annex A sets forth the value of the S&P 500^® Index for the calendar quarters from the end of the fourth quarter of 1969 through the first quarter of 2007. However, it is not possible to accurately predict how the S&P 500^® Index or the notes will perform in the future. Past performance of the S&P 500^® Index is not necessarily indicative of future results for any other period.

How will you be able to find the S&P 500^® Index level?

     You can obtain the S&P 500^® Index level from the Bloomberg Financial^® service under the symbol “SPX,” the S&P^® website, www.standardandpoors.com, as well as The New York Times, The Wall Street Journal, and the Financial Times.

Will you have an ownership interest in the stocks that are included in the S&P 500^® Index?

     No. An investment in the notes does not entitle you to any ownership interest, including any voting rights, dividends paid, or other distributions, in the stocks of the companies included in the S&P 500^® Index.

Who are the selling agents for the notes?

     Our affiliates, BAS and Banc of America Investment Services, Inc., or “BAI,” are acting as our selling agents in connection with this offering and will receive a commission based on the total principal amount of notes sold. In this capacity, neither of the selling agents is your fiduciary or advisor, and you should not rely upon any communication from either selling agent in connection with the notes as investment advice or a recommendation to purchase the notes. You should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.

How are the notes being offered?

     BAS and BAI are offering the notes, as selling agents, to selected investors on a best efforts basis. We have registered the notes with the SEC in the United States. However, we are not registering the notes for public distribution in any jurisdiction other than the United States. The selling agents may solicit offers to purchase the notes from non-United States investors in reliance on available private placement exemptions. See the section entitled “Notices for Certain Non-United States Investors.”

Are the notes exchange-traded funds?

     No. The notes are not part of an exchange-traded fund. The value of the notes will not rise or fall at the same rate, or in the same manner, as the S&P 500^® Index. We do not expect the notes to trade with the same volume or liquidity as certain exchange-traded funds.

How are the notes treated for United States federal income tax purposes?

     Although the matter is not free from doubt, for United States federal income tax purposes, the notes should be treated as debt instruments that provide for contingent interest. As a result, the notes are considered to be issued with original issue discount, or “OID.” See “United States Federal Income Tax Summary—Tax Characterization of the Notes.”

     You will be required to pay taxes on the notes over their term based upon a comparable yield for the notes, even though you will not receive any payments until maturity. We have determined this comparable yield in accordance with regulations issued by the United States Treasury Department, solely in order for you to determine the amount of taxes that you will owe each year as a result of your ownership of the notes. This comparable yield is neither a prediction nor a guarantee of what the actual Supplemental Redemption Amount will be, or whether the actual Supplemental Redemption Amount will exceed the Minimum Supplemental Redemption Amount. We have determined that this comparable yield will equal 5.04% per annum, compounded annually.

     Additionally, you generally will be required to recognize ordinary income on any gain realized on a sale, upon maturity, or upon another disposition of the notes. See the section entitled “United States Federal Income Tax Summary.”

     If you are a Non-United States Holder, payments on the notes generally will not be subject to United States federal income or withholding tax, as long as you provide us with the required completed tax forms.

Will the notes be listed on an exchange?

     No. The notes will not be listed on any securities exchange, and a market for them may never develop.

Can the Reset Dates and the stated maturity date be postponed if a Market Disruption Event occurs?

     Yes. If the calculation agent determines that, on any Reset Date, a Market Disruption Event (as defined below) has occurred or is continuing, that Reset Date will be postponed until the first business day on which no Market Disruption Event occurs or is continuing, but the delay will never be more than five business days. If a delay occurs, then the calculation agent instead will use the closing level of the S&P 500^® Index on that new Reset Date. If any scheduled Reset Date is postponed to the last possible day, but a Market Disruption Event

occurs or is continuing on that day, that day nevertheless will be the Reset Date. If the closing level of the S&P 500^® Index is not available on that last possible day, either because of a Market Disruption Event or for any other reason, the calculation agent will make a good faith estimate of the closing level of the S&P 500^® Index based on its assessment, made in its sole discretion, of the level of the S&P 500^® Index at that time. If the last scheduled Reset Date is postponed due to a Market Disruption Event, the maturity date for the notes also will be postponed by the same number of business days. See the section entitled “Description of the Notes—Market Disruption.”

Does ERISA impose any limitations on purchases of the notes?

     Yes. An employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974 (commonly referred to as “ERISA”) or a plan that is subject to Section 4975 of the Internal Revenue Code, or the “Code,” including individual retirement accounts, individual retirement annuities or Keogh plans, or any entity the assets of which are deemed to be “plan assets” under the ERISA regulations, should not purchase, hold, and dispose of the notes unless that plan or entity has determined that its purchase, holding, and disposition of the notes will not constitute a prohibited transaction under ERISA or Section 4975 of the Code.

     Any plan or entity purchasing the notes will be deemed to be representing that it has made such determination, or that a prohibited transaction class exemption (“PTCE”) exists.

Are there any risks associated with my investment?

     Yes, an investment in the notes is subject to risk. Please refer to the section entitled “Risk Factors” in this pricing supplement and page S-3 of the attached prospectus supplement.

RISK FACTORS

     Your investment in the notes entails significant risks. Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in general.

     Your yield may be less than the yield on a conventional debt security of comparable maturity. There will be no periodic payments of interest on the notes as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. Instead, the rate of return primarily is based on the future performance of the S&P 500^® Index. We cannot assure you that the Index Return will be positive. If the Index Return is 5.00% or less, the Supplemental Redemption Amount to be paid at maturity will be the Minimum Supplemental Redemption Amount. Under such circumstances, you will receive only the principal amount and the Minimum Supplemental Redemption Amount at maturity. Any yield on your investment above the principal amount of your note may be less than the overall return you would earn if you purchased a conventional debt security with the same maturity date. Your investment may not reflect the full opportunity cost to you when you consider factors that affect the time value of money.

     Your investment return is limited and may be less than a comparable investment in an S&P 500^® Index fund or the S&P 500^® Index stocks directly. If the level of the S&P 500^® Index declines during any Reference Period during the term of the notes, the Periodic Return for that Reference Period will be less than zero. The Index Return is based on the compounded value of the Periodic Returns during the 20 Reference Periods. This has a cumulative negative effect as the number of negative Periodic Return values increases prior to the maturity date of the notes. The likelihood that you will receive only the principal amount and the Minimum Supplemental Redemption Amount increases as the number of negative Periodic Return values increases and as the decline in the level of the S&P 500^® Index in any Reference Period increases. You may receive only the principal amount and the Minimum Supplemental Redemption Amount even if the level of the S&P 500^® Index increases during one or more Reference Periods during the term of the notes or if the level of the S&P 500^® Index as of the final scheduled Reset Date exceeds its level on the pricing date. In fact, if the S&P 500^® Index declines in any single Reference Period by approximately 70.97% or more, you will receive only the Minimum Supplemental Redemption Amount, regardless of the amount of the increases in the S&P 500^® Index in other Reference Periods. In that case, at maturity, you would receive only the principal amount of the notes and the Minimum Supplemental Redemption Amount. See the section entitled “Description of the Notes—Payment at Maturity; Supplemental Redemption Amount.” In addition, due to the Return Cap, the return on your investment in the notes may not fully reflect any increase in the market values of the stocks included in the S&P 500^® Index. Finally, a direct investment in an S&P 500^® Index fund or the stocks directly would allow you to receive the full benefit of any appreciation in the price of those shares, as well as in any dividends paid by or distributions made on those shares.

     We cannot assure you that a trading market for the notes will ever develop or be maintained. We will not list the notes on any securities exchange. We cannot predict how the notes will trade in the secondary market, or whether that market will be liquid or illiquid. The number of potential buyers of the notes in any secondary market may be limited. BAS currently intends to act as a market-maker for notes, but it is not required to do so. BAS may discontinue its market-making activities at any time.

     To the extent that BAS engages in any market-making activities, it may bid for or offer notes. Any price at which BAS may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing models that may be used by BAS, whether as a result of

dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the notes might otherwise trade in the market.

     In addition, if at any time BAS were to cease acting as a market-maker, it is likely that there would be significantly less liquidity in the secondary market, in which case the price at which the notes could be sold would likely be lower than if an active market existed.

     If you attempt to sell the notes prior to maturity, the market value of the notes, if any, may be less than the principal amount of the notes. Unlike savings accounts, certificates of deposit, and other similar investment products, you have no right to redeem the notes prior to maturity. If you wish to liquidate your investment in the notes prior to maturity, your only option would be to sell the notes. At that time, there may be a very illiquid market for the notes or no market at all. Even if you were able to sell your notes, there are many factors outside of our control that may affect the market value of the notes, some of which, but not all, are stated below. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe the expected impact on the market value of the notes given a change in a specific factor, assuming all other conditions remain constant.

	•		The S&P 500® Index. Because the total amount payable at maturity is tied to the closing level of the S&P 500® Index on the pricing date and on each of the Reset Dates, the market value of the notes at any time will depend on the level of the S&P 500® Index. The S&P 500® Index is influenced by the operational results, creditworthiness, and dividend rates, if any, of the companies represented by the component stocks of that index, and by complex and interrelated political, economic, financial, and other factors that affect the capital markets generally, the markets on which the component stocks of that index are traded, and the market segments of which the companies represented by those stocks are a part. The policies of S&P® concerning additions, deletions, and substitutions of the stocks underlying the S&P 500® Index and the manner in which the S&P 500® Index takes account of certain changes affecting these stocks may affect the level of the S&P 500® Index. The policies of S&P® with respect to the calculation of the S&P 500® Index also could affect the level of the S&P 500® Index. S&P® may discontinue or suspend the calculation or dissemination of the S&P 500® Index. Any of these actions could affect the value of the notes. See the section entitled “The S&P 500® Index.” It is impossible to predict whether the level of the S&P 500® Index will rise or fall.
	•		Impact of the S&P 500® Index on the Value of the Notes. We anticipate that the market value of the notes, if any, will depend substantially on the level of the S&P 500® Index as of each Reset Date. Even if the level of the S&P 500® Index increases after the pricing date, if you are able to sell your notes before the maturity date, you may receive substantially less than the amount that would be payable at maturity based on that value because of the anticipation that the S&P 500® Index will continue to fluctuate until the Index Return is determined. If you choose to sell your notes when the level of the S&P 500® Index is less than, or not sufficiently above, its closing level as of the pricing date, you may receive less than the principal amount of your notes. Because your return is calculated based upon the Periodic Returns for each Reference Period, an increase in the level of the S&P 500® Index in one or more Reference Periods may be offset by a decrease in its level in one or more other Reference Periods.
	•		Volatility of the S&P 500® Index. Volatility is the term used to describe the size and frequency of market fluctuations. Volatility of the S&P 500® Index level may affect the market value of the notes. During recent periods, the S&P 500® Index has been highly

			volatile. The generally unsettled international environment and related uncertainties may result in greater market volatility. This volatility may increase the risk that the Index Return will be zero or negative, thus negatively affecting the market value of the notes and your yield.
	•		Merger and Acquisition Transactions. Some of the stocks included in the S&P 500® Index may be affected by mergers and acquisitions, which can contribute to the volatility of the S&P 500® Index. As a result of a merger or acquisition, one or more stocks in the S&P 500® Index may be replaced with a surviving or acquiring entity’s securities. The surviving or acquiring entity’s securities may not have the same characteristics as the stocks originally included in the S&P 500® Index.
	•		Economic and Other Conditions Generally. The general economic conditions of the capital markets in the United States, as well as geopolitical conditions and other financial, political, regulatory, and judicial events that affect the stock markets generally, may affect the levels of the S&P 500® Index and the value of the notes.
	•		Interest Rates. We expect that changes in interest rates will affect the trading value of the notes. In general, if United States interest rates increase, we expect that the trading value of the notes will decrease and, conversely, if United States interest rates decrease, we expect that the trading value of the notes will increase. The level of prevailing interest rates also may affect the United States economy, and, in turn, the value of the S&P 500® Index.
	•		Dividend Yields. In general, if dividend yields on the stocks included in the S&P 500® Index increase, we anticipate that the market value of the notes will decrease and, conversely, if dividend yields on these stocks decrease, we anticipate that the market value of the notes will increase.
	•		Time to Maturity. As the time remaining to maturity of the notes decreases, the “time premium” associated with the notes may decrease. We anticipate that before their maturity, the notes may have a market value above that which would be expected based on the level of interest rates and the S&P 500® Index. This difference will reflect a “time premium” due to expectations concerning the level of the S&P 500® Index during the period before the maturity date of the notes. However, as the time remaining to the maturity of the notes decreases, we expect that this time premium may decrease, lowering the trading value of the notes.

           In general, assuming all relevant factors are held constant, we anticipate that the effect on the market value of the notes of a given change in most of the factors listed above will be less if it occurs later in the term of the notes than if it occurs earlier in the term of the notes.

           Changes in our credit ratings are expected to affect the value of the notes. Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, actual or anticipated changes in our credit ratings prior to the maturity date of the notes may affect the notes’ trading value. However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, such as the percentage increase in the level of the S&P 500^® Index during each of the 20 Reference Periods, an improvement in our credit ratings will not reduce the other investment risks related to the notes.

           Hedging activities may affect the Supplemental Redemption Amount and the market value of the notes. Hedging activities we or one or more of our affiliates, including the selling agents, may engage in may affect the level of the S&P 500^® Index and, accordingly,

increase or decrease the market value of the notes prior to maturity and the Supplemental Redemption Amount you would receive at maturity. In addition, we or one or more of our affiliates, including the selling agents, may purchase or otherwise acquire a long or short position in the notes. We or one of our affiliates, including the selling agents, may hold or resell the notes. Although we have no reason to believe that any of those activities will have a material impact on the level of the S&P 500^® Index, we cannot assure you that these activities will not affect that level and the market value of the notes prior to maturity or the Supplemental Redemption Amount payable at maturity.

     You have no shareholder rights, no rights to receive any shares of the S&P 500^® Index stocks, and are not entitled to dividends or other distributions on these stocks. The notes are our debt securities. They are not equity instruments or shares of stock. Investing in the notes will not make you a holder of any of the S&P 500^® Index stocks. You will not have any voting rights, any rights to receive dividends or other distributions, or any other rights with respect to those stocks. As a result, the return on your notes may not reflect the return you would realize if you actually owned the stocks included in the S&P 500^® Index and received the dividends paid or other distributions made in connection with them. Your notes will be paid in cash and you have no right to receive delivery of any S&P 500^® Index stocks.

     Although our common stock is a component of the S&P 500^® Index, we are not affiliated with any other S&P 500^® Index company and are not responsible for any disclosure by any other S&P 500^® Index company. Neither we nor any of our affiliates, including the selling agents, assume any responsibility for the adequacy or accuracy of any publicly available information about any other companies represented by the constituent stocks of the S&P 500^® Index or the calculation of the S&P 500^® Index. You should make your own investigation into the S&P 500^® Index and the companies represented by its constituent stocks. See the section entitled “The S&P 500^® Index” below for additional information about the S&P 500^® Index.

     None of S&P^® or any of its affiliates, or any S&P 500^® Index company other than us is involved in this offering of the notes or has any obligation of any sort with respect to the notes. As a result, none of those companies has any obligation to take your interests into consideration for any reason, including taking any corporate actions that might affect the value of the notes.

     Our trading and hedging activities may create conflicts of interest with you. We or one or more of our affiliates, including the selling agents, may engage in trading activities related to the S&P 500^® Index and the S&P 500^® Index stocks that are not for your account or on your behalf. We and our affiliates from time to time may buy or sell the stocks included in the S&P 500^® Index or futures or options contracts on the S&P 500^® Index for our own accounts, for business reasons, or in connection with hedging our obligations under the notes. In addition, we expect to enter into an arrangement with one or more of our affiliates to hedge the market risks associated with our obligation to pay the amounts due under the notes. Our affiliates expect to make a profit in connection with this arrangement. We do not intend to seek competitive bids for this arrangement from unaffiliated parties.

     We or our affiliates may enter into these transactions on or prior to the pricing date, in order to hedge some or all of our anticipated obligations under the notes. This hedging activity could increase the Starting Level. If this occurs, you would be less likely to receive a Supplemental Redemption Amount that is greater than the Minimum Supplemental Redemption Amount.

     In addition, from time to time during the term of the notes and in connection with the determination of the Periodic Return, we or our affiliates may enter into additional hedging transactions or adjust or close out existing hedging transactions. We or our affiliates also may

enter into hedging transactions relating to other notes or instruments that we issue, some of which may have returns calculated in a manner related to that of the notes. We or our affiliates will price these hedging transactions with the intent to realize a profit, considering the risks inherent in these hedging activities, whether the value of the notes increases or decreases. However, these hedging activities may result in a profit that is more or less than initially expected, or could result in a loss.

     These trading activities may present a conflict of interest between your interest in your notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating transactions, including block trades, for our other customers, and in accounts under our management. These trading activities, if they influence the level of the S&P 500^® Index, could be adverse to your interests as a beneficial owner of the notes.

     Our business activities relating to the S&P 500^® Index companies may create conflicts of interest with you. We and our affiliates, including the selling agents, at present or in the future, may engage in business with S&P 500^® Index companies, including making loans to, equity investments in, or providing investment banking, asset management, or other services to those companies, their affiliates, and their competitors. In connection with these activities, we may receive information about those companies that we will not divulge to you or other third parties. One or more of our affiliates have published, and in the future may publish, research reports on one or more of the S&P 500^® Index companies. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes.

     Secondary market prices of the notes may be affected adversely by the inclusion in the original issuance price of the notes of the selling agents’ commissions and costs of hedging our obligations under the notes. Assuming no change in market conditions or any other relevant factors, the market price, if any, at which a party will be willing to purchase notes in secondary market transactions likely will be lower than the original issue price. This is because the original issue price included, and secondary market prices are likely to exclude, commissions paid for the notes and the potential profit included in the cost of hedging our obligations under the notes. The price of hedging our obligations was determined by our affiliates with the intention of realizing a profit. However, because hedging our obligations entails risks and may be influenced by market forces beyond our control or our affiliates’ control, these hedging activities may result in a profit that is more or less than initially expected, or could result in a loss.

     There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove a calculation agent. The determination of the Supplemental Redemption Amount is a complex process involving a large number of related calculations, some of which may require the exercise of judgment. Our subsidiary, BAS, is the calculation agent for the notes and, as such, determines each Starting Level and Ending Level and calculates the Supplemental Redemption Amount. Under some circumstances, these duties could result in a conflict of interest between BAS’s status as our subsidiary and its responsibilities as calculation agent. These conflicts could occur, for instance, in connection with the calculation agent’s determination as to whether a “Market Disruption Event” has occurred, or in connection with judgments that it would be required to make if the publication of the S&P 500^® Index is discontinued. See the sections entitled “Description of the Notes—Market Disruption” and “—Discontinuance of the S&P 500^® Index; Alteration of Method of Calculation.”

     Bank of America employees who purchase the notes must comply with policies that limit their ability to trade the notes, and that may affect the value of their notes. If you are our employee or an employee of one of our affiliates, including one of the selling agents,

you may only acquire the notes for investment purposes, and you must comply with all of our internal policies and procedures. Because these policies and procedures limit the dates and times that you may effect the transactions in the notes, you may not be able to purchase any of the notes from us, and your ability to trade or sell any of the notes in any secondary market for the notes may be limited.

USE OF PROCEEDS

     We will use the net proceeds we receive from the sale of the notes for the purposes described in the accompanying prospectus under “Use of Proceeds.” In addition, we expect that we or our affiliates will use a portion of the net proceeds to hedge our obligations under the notes.

DESCRIPTION OF THE NOTES

General

     The notes are part of a series of medium-term notes entitled “Medium-Term Notes, Series K” issued under the Senior Indenture, as amended and supplemented from time to time. The Senior Indenture is described more fully in the accompanying prospectus and prospectus supplement. The following description of the notes supplements the description of the general terms and provisions of the notes and debt securities set forth under the headings “Description of the Notes” in the prospectus supplement and “Description of Debt Securities” in the prospectus.

     The aggregate principal amount of the notes is $22,900,000. The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000. The notes will mature on April 30, 2012, but under limited circumstances, which we describe below, the maturity date may be postponed. See the section entitled “Description of the Notes—Market Disruption.”

     We will not pay interest on the notes.

     Prior to maturity, the notes are not redeemable by us or repayable at your option. The notes are not subject to any sinking fund. Upon the occurrence of an event of default (as defined in the Senior Indenture), holders of the notes may accelerate the maturity of the notes, as described under “Description of Debt Securities—Defaults and Rights of Acceleration” in the prospectus. Upon an event of default, you will be entitled to receive only your principal amount, and you will not be entitled to payment of any Supplemental Redemption Amount.

     The notes will be issued in book-entry form only. The CUSIP number for the notes is 06050 MHD2.

Payment at Maturity; Supplemental Redemption Amount

     At maturity, you will be paid the principal amount of the notes and the Supplemental Redemption Amount, which will not be less than the Minimum Supplemental Redemption Amount.

     The calculation agent will determine the Supplemental Redemption Amount by reference to the Periodic Returns of the S&P 500^® Index during the 20 Reference Periods described in the “Summary” section above. On each Reset Date, the calculation agent will determine the “Periodic Return” of the S&P 500^® Index for the Reference Period then ended by applying the following formula:

(Ending Level - Starting Level)
Starting Level

     The result will be rounded to the nearest ten-thousandth of a decimal place and then expressed as a percentage.

     The calculation agent will determine the applicable Starting Level and Ending Level for each Reference Period.

     Except for the payment of the principal amount and the Minimum Supplemental Redemption Amount at maturity, you will be exposed to unlimited declines in the Periodic Return for any Reference Period. However, you will benefit from increases in the Periodic Return of the S&P 500^® Index, but only up to the Return Cap. For any Reference Period in

which the Periodic Return is greater than the Return Cap, the Periodic Return for that Reference Period will be deemed to be the Return Cap, and for that Reference Period you will receive only the benefit of the increase in value up to the Return Cap.

     After the close of the market on the last Reset Date, the calculation agent will determine the Supplemental Redemption Amount, which will not be less than the Minimum Supplemental Redemption Amount payable to you at maturity based on the following formula:

Principal Amount x Index Return

     The “Index Return” is the compounded value of the 20 Periodic Returns computed in the following manner:

[The product of (1.00 + the Periodic Return) for each Reference Period] — 1.00

     The Index Return will be rounded to the nearest ten-thousandth and then expressed as a percentage.

     The notes are principal protected. You are entitled to receive the Minimum Supplemental Redemption Amount. As a result, if the calculation of the Supplemental Redemption Amount results in an amount that is less than the Minimum Supplemental Redemption Amount, or if it results in a negative number because the S&P 500^® Index declines, you will receive only your principal amount and the Minimum Supplemental Redemption Amount at maturity.

Market Disruption

     Each of the following will be a “Market Disruption Event” if, in the sole opinion of the calculation agent, that event materially affects the S&P 500^® Index:

	•		the suspension, material limitation, or absence of the trading of a material number of stocks included in the S&P 500® Index;
	•		the suspension or material limitation of the trading of stocks on one or more stock exchanges on which stocks included in the S&P 500® Index are quoted;
	•		a breakdown or failure in the price and trade reporting systems of the respective primary markets on which the stocks included in the S&P 500® Index are quoted, as a result of which the reported trading prices for the affected stocks, during the last one-half hour before the close of trading in that market, are materially inaccurate; or
	•		the suspension or material limitation of the trading of (a) options or futures relating to the S&P 500® Index on any options or futures exchanges or (b) options or futures generally.

     For purposes of determining whether a Market Disruption Event has occurred:

	•		a limitation on the number of hours or days of trading will not be a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange;
	•		a limitation on trading imposed by reason of the movements in price exceeding the levels permitted by any relevant exchange will be a Market Disruption Event;

	•		a decision to permanently discontinue trading in the relevant futures or options contracts will not constitute a Market Disruption Event; and
	•		an absence of trading on an exchange or quotation system will not include any time when that exchange or quotation system is closed for trading under ordinary circumstances.

     If a Market Disruption Event occurs or is continuing on a day that would otherwise be a Reset Date, then the calculation agent instead will use the closing level of the S&P 500^® Index on the first business day after that day on which no Market Disruption Event occurs or is continuing. In no event, however, will any Reset Date be postponed by more than five business days. If any Reset Date is postponed to the last possible day, but a Market Disruption Event occurs or is continuing on that day, that day nevertheless will be the Reset Date, and the calculation agent will make a good faith estimate of the closing level of the S&P 500^® Index based upon its assessment of the level of the S&P 500^® Index at that time. If the last scheduled Reset Date is postponed due to a Market Disruption Event, the maturity date for the notes also will be postponed by the same number of business days.

     When we refer to a “business day,” we mean a day that is a business day of the kind described in the accompanying prospectus supplement but that is not a day on which the principal securities market (or markets) on which the constituent stocks of the S&P 500^® Index are traded is closed.

Discontinuance of the S&P 500^® Index; Alteration of Method of Calculation

     If S&P^® discontinues publication of the S&P 500^® Index and S&P^® or another entity publishes a successor or substitute index that the calculation agent determines, in its sole discretion, is comparable to the discontinued S&P 500^® Index (the new index being referred to as a “Successor Index”), then the relevant closing levels shall be determined by reference to the Successor Index at the close of trading on the New York Stock Exchange, the American Stock Exchange LLC, The Nasdaq National Market, or the relevant exchange or market for the constituent stocks of the Successor Index.

     If the calculation agent selects a Successor Index, the calculation agent immediately shall notify us and the trustee of the Senior Indenture, and that trustee will provide written notice of a change to you within three business days of selection.

     If S&P^® discontinues publication of the S&P 500^® Index, and the calculation agent determines that no Successor Index is available, then the calculation agent will notify us and the trustee of the Senior Indenture and shall calculate the appropriate closing levels. These calculations by the calculation agent will be in accordance with the formula for and method of calculating the S&P 500^® Index last in effect prior to that discontinuance. If a Successor Index is selected or the calculation agent calculates a level as a substitute for the S&P 500^® Index, that Successor Index or level will be substituted for the S&P 500^® Index for all purposes.

     If at any time the method of calculating the S&P 500^® Index or a Successor Index, or the level of that index, is changed in a material respect, or if the S&P 500^® Index or a Successor Index in any other way is modified so that it does not, in the opinion of the calculation agent, fairly represent the level of the S&P 500^® Index or the Successor Index had those changes or modifications not been made, then, from and after that time, the calculation agent will notify us and the trustee of the Senior Indenture. The calculation agent will make those calculations and adjustments as, in the good faith judgment of the calculation agent, may be necessary in order to arrive at a level of a stock index comparable to the S&P 500^® Index or the Successor Index, as the case may be, as if those changes or modifications had not

been made, and calculate the closing levels with reference to the S&P 500^® Index or the Successor Index, as adjusted. Accordingly, if the method of calculating the S&P 500^® Index or a Successor Index is modified so that the level of that index is a fraction of what it would have been if it had not been modified (e.g., due to a split in the index), then the calculation agent shall adjust that index in order to arrive at a level of the S&P 500^® Index or the Successor Index as if it had not been modified (e.g., as if the split had not occurred). The calculation agent also may determine that no adjustment is required by the modification of the method of calculation.

Role of the Calculation Agent

     The calculation agent has the sole discretion to make all determinations regarding the notes, including determinations regarding the Index Return, the Periodic Return, the Supplemental Redemption Amount, Market Disruption Events, Successor Indices, and business days. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent.

     We have initially appointed our affiliate, BAS, as the calculation agent, but we may change the calculation agent at any time without notifying you.

Same-Day Settlement and Payment

     The notes will be delivered in book-entry form only through The Depository Trust Company against payment by purchasers of the notes in immediately available funds. We will make payments of the principal amount and the Supplemental Redemption Amount in immediately available funds so long as the notes are maintained in book-entry form.

Listing

     The notes will not be listed on any securities exchange.

THE S&P 500^® INDEX

     We have obtained all information regarding the S&P 500^® Index contained in this pricing supplement, including its make up, method of calculation, and changes in its components, from publicly available information. That information reflects the policies of, and is subject to change by, S&P^®. S&P^®, which owns the copyright and all other rights to the S&P 500^® Index, has no obligation to continue to publish, and may discontinue publication of, the S&P 500^® Index. The consequences of S&P^® discontinuing publication of the S&P 500^® Index are discussed in the section entitled “Description of the Notes—Discontinuance of S&P 500^® Index; Alteration of Method of Calculation.” We do not assume any responsibility for the accuracy or completeness of any information relating to the S&P 500^® Index.

     The S&P 500^® Index is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the S&P 500^® Index is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. As of March 30, 2007, 423 companies, or 85.8% by market capitalization, of the S&P 500^® Index companies traded on the New York Stock Exchange and 77 companies, or 14.2% by market capitalization, of the S&P 500^® Index companies traded on The Nasdaq Stock Market. S&P^® chooses companies for inclusion in the S&P 500^® Index with the aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000 companies, which S&P^® uses as an assumed model for the composition of the total market. Relevant criteria employed by S&P^® include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that company’s common stock generally is responsive to changes in the affairs of the respective industry, and the market value and trading activity of the common stock of that company. As of March 30, 2007, ten main groups of companies comprise the S&P 500^® Index with the number of companies currently included in each group indicated in parentheses: Consumer Discretionary (89), Consumer Staples (38), Energy (33), Financials (90), Health Care (54), Industrials (52), Information Technology (75), Materials (28), Telecommunications Services (9), and Utilities (32). S&P^® from time to time, in its sole discretion, may add companies to, or delete companies from, the S&P 500^® Index to achieve the objectives stated above.

     S&P^® calculates the S&P 500^® Index by reference to the prices of the constituent stocks of the S&P 500^® Index without taking account of the value of dividends paid on those stocks. As a result, the return on the notes will not reflect the return you would realize if you actually owned the S&P 500^® constituent stocks and received the dividends paid on those stocks.

Computation of the S&P 500^® Index

     While S&P^® currently employs the following methodology to calculate the S&P 500^® Index, no assurance can be given that S&P^® will not modify or change this methodology in a manner that may affect the Supplemental Redemption Amount.

     Historically, the market value of any component stock of the S&P 500^® Index was calculated as the product of the market price per share and the number of the then outstanding shares of such component stock. In March 2005, S&P^® began shifting the S&P 500^® Index half way from a market capitalization weighted formula to a float-adjusted formula, before moving the S&P 500^® Index to full float adjustment on September 16, 2005. S&P^®’s criteria for selecting stocks for the S&P 500^® Index did not change by the shift to float adjustment. However, the adjustment affects each company’s weight in the S&P 500^® Index.

     Under float adjustment, the share counts used in calculating the S&P 500^® Index reflect only those shares that are available to investors, not all of a company’s outstanding shares. S&P^® defines three groups of shareholders whose holdings are subject to float adjustment:

	•		holdings by other publicly traded corporations, venture capital firms, private equity firms, strategic partners, or leveraged buyout groups;
	•		holdings by government entities, including all levels of government in the United States or foreign countries; and
	•		holdings by current or former officers and directors of the company, founders of the company, or family trusts of officers, directors, or founders, as well as holdings of trusts, foundations, pension funds, employee stock ownership plans, or other investment vehicles associated with and controlled by the company.

However, treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. In cases where holdings in a group exceed 10% of the outstanding shares of a company, the holdings of that group are excluded from the float-adjusted count of shares to be used in the index calculation. Mutual funds, investment advisory firms, pension funds, or foundations not associated with the company and investment funds in insurance companies, shares of a United States company traded in Canada as “exchangeable shares,” shares that trust beneficiaries may buy or sell without difficulty or significant additional expense beyond typical brokerage fees, and, if a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class if such shares are convertible by shareholders without undue delay and cost, are also part of the float.

     For each stock, an investable weight factor (“IWF”) is calculated by dividing the available float shares, defined as the total shares outstanding less shares held in one or more of the three groups listed above where the group holdings exceed 10% of the outstanding shares, by the total shares outstanding. The float-adjusted index is then calculated by dividing the sum of the IWF multiplied by both the price and the total shares outstanding for each stock by the index divisor. For companies with multiple classes of stock, S&P^® calculates the weighted average IWF for each stock using the proportion of the total company market capitalization of each share class as weights.

     The S&P 500^® Index is calculated using a base-weighted aggregate methodology: the level of the S&P 500^® Index reflects the total market value of all 500 component stocks relative to the base period of the years 1941 through 1943. An indexed number is used to represent the results of this calculation in order to make the value easier to work with and track over time. The actual total market value of the component stocks during the base period of the years 1941 through 1943 has been set to an indexed value of 10. This is often indicated by the notation 1941-43 = 10. In practice, the daily calculation of the S&P 500^® Index is computed by dividing the total market value of the component stocks by the “index divisor.” By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the S&P 500^® Index, it serves as a link to the original base period level of the S&P 500^® Index. The index divisor keeps the S&P 500^® Index comparable over time and is the manipulation point for all adjustments to the S&P 500^® Index, which is index maintenance.

Index Maintenance

     S&P 500^® Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as stock

splits and stock dividends, require changes in the common shares outstanding and the stock prices of the companies in the S&P 500^® Index, and do not require index divisor adjustments.

     To prevent the level of the S&P 500^® Index from changing due to corporate actions, corporate actions which affect the total market value of the S&P 500^® Index require an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the S&P 500^® Index remains constant and does not reflect the corporate actions of individual companies in the S&P 500^® Index. Index divisor adjustments are made after the close of trading and after the calculation of the S&P 500^® Index closing level.

     Changes in a company’s shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, private placements, tender offers, Dutch auctions, or exchange offers are made as soon as reasonably possible. All other changes of 5.00% or more (due to, for example, company stock repurchases, redemptions, exercise of options, warrants, subscription rights, conversion of preferred stock, notes, debt, equity participation units, or other recapitalizations) are made weekly and are announced on Tuesdays for implementation after the close of trading on Wednesday. Changes of less than 5.00% are accumulated and made quarterly on the third Friday of March, June, September, and December, and are usually announced two days prior.

     Changes in IWFs of more than ten percentage points caused by corporate actions (such as merger and acquisition activity, restructurings, or spinoffs) will be made as soon as reasonably possible. Other changes in IWFs will be made annually, in September, when IWFs are reviewed.

Historical Closing Levels of the S&P 500^® Index

     Since its inception, the S&P 500^® Index has experienced significant fluctuations. Any historical upward or downward trend in the level of the S&P 500^® Index during any period shown below is not an indication that the level of the S&P 500^® Index is more or less likely to increase or decrease at any time during the term of the notes. The historical S&P 500^® Index levels do not give an indication of future performance of the S&P 500^® Index. We cannot assure you that the future performance of the S&P 500^® Index or the constituent stocks of the S&P^® Index will result in holders of the notes receiving an amount greater than the outstanding face amount of the notes on the maturity date.

     The table below sets forth the high, the low, and the last closing levels at the end of each calendar quarter of the S&P 500^® Index since 2003. The closing levels listed in the table below were obtained from the Bloomberg Financial^® service under the symbol “SPX,” without independent verification.

S&P 500^® Index Quarterly Levels

		HIGH				LOW				CLOSE
2003
First Quarter			931.66				800.73				848.18
Second Quarter			1,011.66				858.48				974.50
Third Quarter			1,039.58				965.46				995.97
Fourth Quarter			1,111.92				1,018.22				1,111.92
2004
First Quarter			1,157.76				1,091.33				1,126.21
Second Quarter			1,150.57				1,084.10				1,140.84
Third Quarter			1,129.30				1,063.23				1,114.58
Fourth Quarter			1,213.55				1,094.81				1,211.92
2005
First Quarter			1,225.31				1,163.75				1,180.59
Second Quarter			1,216.96				1,137.50				1,191.33
Third Quarter			1,245.04				1,194.44				1,228.81
Fourth Quarter			1,272.74				1,176.84				1,248.29
2006
First Quarter			1,307.25				1,254.78				1,294.83
Second Quarter			1,325.76				1,223.69				1,270.20
Third Quarter			1,339.15				1,234.49				1,335.85
Fourth Quarter			1,427.09				1,331.32				1,418.30
2007
First Quarter			1,459.68				1,374.12				1,420.86
Second Quarter (through April 25th)			1,495.42				1,424.55				1,495.42

     Before investing in the notes, you should consult publicly available sources for the levels and trading pattern of the S&P 500^® Index. The generally unsettled international environment and related uncertainties, including the risk of terrorism, may result in financial markets generally and the S&P 500^® Index exhibiting greater volatility than in earlier periods.

License Agreement

     We have entered into a non-exclusive license agreement with S&P^® providing for the license to us and certain of our affiliated or subsidiary companies, in exchange for a fee, of the right to use indices owned and published by S&P^® (including the S&P 500^® Index) in connection with certain securities, including the notes.

     The license agreement between us and S&P^® requires that the following language be stated in this pricing supplement:

The notes are not sponsored, endorsed, sold, or promoted by S&P^®. S&P^® makes no representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the S&P 500^® Index to track general stock market performance. S&P^®’s only relationship to us is the licensing of certain trademarks and trade names of S&P^® and of the S&P 500^® Index which is determined, composed, and calculated by S&P^® without regard to us or the notes. S&P^® has no obligation to take our needs or the needs

of holders of the notes into consideration in determining, composing, or calculating the S&P 500^® Index. S&P^® is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the notes to be issued, or in the determination or calculation of the Supplemental Redemption Amount. S&P^® has no obligation or liability in connection with the administration, marketing, or trading of the notes.

       S&P^® DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN AND S&P^® SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P^® MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN. S&P^® MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P^® HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

SUPPLEMENTAL PLAN OF DISTRIBUTION

     Our affiliates, BAS and BAI, have been appointed as our selling agents to solicit offers on a best efforts basis to purchase the notes. The selling agents are parties to the Distribution Agreement described in the “Supplemental Plan of Distribution” on page S-25 of the accompanying prospectus supplement. Each selling agent will receive a commission of 3.00% of the principal amount of each note sold through its efforts. Each initial purchaser of notes must have an account with one of the selling agents.

     No agent is acting as your fiduciary or advisor, and you should not rely upon any communication from any agent in connection with the notes as investment advice or a recommendation to purchase notes. You should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.

     BAS and any of our other affiliates may use this pricing supplement, the accompanying prospectus supplement, and the prospectus in a market-making transaction for any notes after their initial sale.

NOTICES FOR CERTAIN NON-UNITED STATES INVESTORS

     Argentina: We have not made, and will not make, any application to obtain an authorization from the Comisión Nacional de Valores (the “CNV”) for the public offering of the notes in Argentina. The CNV has not approved the notes, the offering, or any document relating to the offering of the notes. The selling agents have not offered or sold, and will not offer or sell, any of the notes in Argentina, except in transactions that will not constitute a public offering of securities within the meaning of Section 16 of the Argentine Public Offering Law N° 17,811. Argentine pension funds and insurance companies may not purchase the notes.

     Brazil: The notes have not been registered in Brazil. The Comissão de Valores Mobiliários of Brazil has not approved the notes, the offering, nor any document relating to the offering of the notes, including this pricing supplement. Neither the notes nor the offering have been registered with the Comissão de Valores Mobiliários in Brazil. Persons wishing to offer or acquire the notes within Brazil should consult with their own counsel as to the applicability of registration requirements or any exemption therefrom, and such persons are solely responsible for compliance with the requirements of Brazilian law applicable to the remittance of funds outside Brazil in connection with any such transaction, including any applicable tax and exchange control laws. No action should be taken by such persons that would result in the offering of the notes being deemed a public offering under Brazilian law. In addition, any resale of the notes must be made in a manner that will not constitute a public offering in Brazil. This offering is not being made to any Brazilian financial institution, pension fund, insurance company, or capitalization company.

     Chile: The notes have not been registered with the Superintendency of Securities and Insurance of Chile, and the notes may not be publicly offered in Chile, within the meaning of Chilean Law.

     Mexico: The notes have not been registered under the Mexican Securities Market Law or recorded in the Mexican National Securities Registry. No action may be taken in Mexico that would render the offering of the notes a public offering in Mexico. No Mexican regulatory authority has approved or disapproved of the notes or passed on our solvency. In addition, any resale of the notes must be made in a manner that will not constitute a public offering in Mexico.

     Taiwan: The notes may not be issued, sold, or publicly offered in Taiwan. No subscription or other offer to purchase the notes shall be binding on us until received and accepted by us, BAS, or BAI outside of Taiwan (the “Place of Acceptance”), and the purchase/sale contract arising therefrom shall be deemed a contract entered into in the Place of Acceptance.

     Uruguay: The notes have not been registered under the Uruguayan Securities Market Law or recorded in the Uruguayan Central Bank. No action may be taken in Uruguay that would render the offering of the notes a public offering in Uruguay. No Uruguayan regulatory authority has approved the notes or passed on our solvency. In addition, any resale of the notes must be made in a manner that will not constitute a public offering in Uruguay.

     Venezuela: The notes have not been registered with the Comisión Nacional de Valores of Venezuela and are not being publicly offered in Venezuela. No document relating to the offering of the notes, including this pricing supplement, shall be deemed to constitute an offer of securities or an offer or the rendering of any investment advice or securities brokerage services in Venezuela. Investors wishing to acquire the notes may use only funds located outside of Venezuela.

UNITED STATES FEDERAL INCOME TAX SUMMARY

     The following summary of certain United States federal income tax consequences of the purchase, ownership, and disposition of the notes is based upon laws, regulations, rulings, and decisions now in effect, all of which are subject to change (including changes in effective dates) or possible differing interpretations. It deals only with initial purchasers of the notes who hold notes as capital assets and does not deal with persons in special tax situations, such as financial institutions, insurance companies, regulated investment companies, dealers in securities or currencies, tax-exempt entities, persons holding notes in a tax-deferred or tax-advantaged account, persons holding notes as a hedge, a position in a “straddle” or as part of a “conversion” transaction for tax purposes, or persons who are required to mark-to-market for tax purposes. You must consult your own tax advisors concerning the application of United States federal income tax laws to your particular situation as well as any consequences of the purchase, ownership, and disposition of the notes arising under the laws of any other jurisdiction.

     As used in this pricing supplement, the term “United States Holder” means a beneficial owner of a note that is for United States federal income tax purposes (1) an individual who is a citizen or resident of the United States, (2) an entity which is a corporation or a partnership for United States federal income tax purposes created or organized in or under the laws of the United States or of any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), (3) an estate the income of which is subject to United States federal income tax regardless of its source, (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (5) any other person whose income or gain with respect to the notes is effectively connected with the conduct of a United States trade or business. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to that date, that elect to continue to be treated as United States persons also will be United States Holders. A “Non-United States Holder” is a holder that is not a United States Holder.

Tax Characterization of the Notes

     There are no statutory provisions, regulations, published rulings, or judicial decisions addressing the characterization, for United States federal income tax purposes, of the notes or other instruments with terms substantially the same as the notes. However, although the matter is not free from doubt, under current law, each note should be treated as a debt instrument for United States federal income tax purposes. We currently intend to treat the notes as debt instruments for United States federal income tax purposes and, where required, intend to file information returns with the Internal Revenue Service (“IRS”) in accordance with such treatment, in the absence of any change or clarification in the law, by regulation or otherwise, requiring a different characterization of the notes. You should be aware, however, that the IRS is not bound by our characterization of the notes as indebtedness and the IRS could possibly take a different position as to the proper characterization of the notes for United States federal income tax purposes. If the notes are not in fact treated as debt instruments for United States federal income tax purposes, then the United States federal income tax treatment of the purchase, ownership, and disposition of the notes could differ materially from the treatment discussed below with the result that the timing and character of income, gain, or loss recognized in respect of a note could differ materially from the timing and character of income, gain, or loss recognized in respect of a note had the notes in fact been treated as debt instruments for United States federal income tax purposes.

United States Holders – Income Tax Considerations

     Interest and Original Issue Discount

     The amount payable on the notes at maturity will depend on the performance of the S&P 500^® Index. Accordingly, the notes will be treated as “contingent payment debt instruments” for United States federal income tax purposes subject to taxation under the “noncontingent bond method.” As a result, the notes generally will be subject to the OID provisions of the Code and the Treasury regulations issued under the Code. Under applicable Treasury regulations, a United States Holder will be required to report OID or interest income based on a “comparable yield” and a “projected payment schedule,” as described below, established by us for determining interest accruals and adjustments with respect to a note. A United States Holder which 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 “comparable yield” with respect to a contingent payment debt instrument generally is the yield at which we could issue a fixed-rate debt instrument with terms similar to those of the contingent payment debt instrument (taking into account for this purpose the level of subordination, term, timing of payments, and general market conditions, but ignoring any adjustments for liquidity or the riskiness of the contingencies with respect to the debt instrument). Notwithstanding the foregoing, a comparable yield must not be less than the applicable United States federal rate based on the overall maturity of the debt instrument.

     A “projected payment schedule” with respect to a contingent payment debt instrument generally is a series of expected payments, the amount and timing of which would produce a yield to maturity on that debt instrument equal to the comparable yield. In the case of the notes, the “projected payment schedule” consists of a single payment at maturity, which includes the principal amount and a projection for tax purposes of the Supplemental Redemption Amount. We have determined that the projected payment schedule for each $1,000 principal amount of the notes would consist of the payment on the maturity date of the principal amount of $1,000 and a projected Supplemental Redemption Amount equal to $279.26, for a total of $1,279.26. This payment represents a comparable yield on the notes equal to 5.04% compounded annually. See “—Tax Accrual Table.” You should be aware that

this amount is not calculated or provided for any purposes other than the determination of a United States Holder’s interest accruals and adjustments with respect to the notes for United States federal income tax purposes. We make no representations regarding the actual amounts of payments on the notes, except with respect to the principal amount and the Minimum Supplemental Redemption Amount.

     Based on the comparable yield and the projected payment schedule of the notes, a United States Holder of a note (regardless of accounting method) generally will be required to accrue as OID the sum of the daily portions of interest on the note for each day in the taxable year on which the holder held the note, adjusted upward or downward to reflect the difference, if any, between the actual and projected amount of any contingent payments on the note, as set forth below. The daily portions of interest for a note are determined by allocating to each day in an accrual period the ratable portion of interest on the note that accrues in the accrual period. The amount of interest on a note that accrues in an accrual period is the product of the comparable yield on the note (adjusted to reflect the length of the accrual period) and the adjusted issue price of the note at the beginning of the accrual period. The adjusted issue price of a note at the beginning of the first accrual period will equal its issue price and for any subsequent accrual period will be (1) the sum of the issue price of the note and any interest previously accrued on the note by a holder (disregarding any positive or negative adjustments) minus (2) the amount of any projected payments on the note for previous accrual periods. The issue price of each note in an issue of notes is the first price at which a substantial amount of those notes has been sold (including any premium paid for those notes and ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). Because of the application of the OID rules, a United States Holder of a note will be required to include in income OID in excess of actual cash payments received for certain taxable years.

     A United States Holder will be required to recognize interest income equal to the amount of any positive adjustment (i.e., the excess of actual payments over the projected contingent payments) for a note for the taxable year in which a contingent payment is paid. A negative adjustment (i.e., the excess of projected contingent payments over actual payments) for a note for the taxable year in which a contingent payment is paid (1) will first reduce the amount of interest for the note that a United States Holder would otherwise be required to include in income in the taxable year and (2) to the extent of any excess, will give rise to 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 United States 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 negative adjustment in excess of the amounts described above in (1) and (2) will be carried forward to offset future interest income for the note or to reduce the amount realized on a sale, exchange, or retirement of the note. Where a United States Holder purchases a note at a price other than its issue price, the difference between the purchase price and the issue price generally will be treated as a positive or negative adjustment, as the case may be, and allocated to the daily portions of interest or projected payments for the note. If you purchase a note in a transaction after the initial issuance of the notes, you should consult your tax advisors for additional guidance in making these adjustments.

     If a contingent payment becomes fixed more than six months prior to maturity, a positive or negative adjustment, as appropriate, is made to reflect the difference between the present value of the amount that is fixed and the present value of the projected amount. A similar adjustment may be appropriate in some circumstances for the notes. For example, it may be possible to determine, based on the decline of the S&P 500^® Index in one or more Reference Periods, that the Supplemental Redemption Amount will be no more than the Minimum Supplemental Redemption Amount, regardless of whether the S&P 500^® Index

increases in subsequent Reference Periods. In that case, assuming more than six months remain prior to maturity, a negative adjustment would be made to reflect the difference between the present value of the principal amount of the notes and the present value of the projected amounts. Moreover, on any Reset Date it may be possible to determine that the amount payable at maturity will be less than the projected payment amount, even though the amount payable on the notes will not become fixed prior to the last Reset Date. In that circumstance, the IRS may deem it appropriate to adjust (using the methodology described above or another methodology) the amount of interest income a United States Holder would be required to recognize in a particular taxable year for a note. However, until the IRS sets forth rules dealing with that situation, we do not intend to make any of these adjustments.

Tax Accrual Table

     The table below sets forth the following information with respect to each $1,000 principal amount of the notes for each of the indicated accrual periods through the maturity date of the notes:

	•		the adjusted issue price at the beginning of the accrual period;
	•		the amount of interest deemed to have accrued during the accrual period; and
	•		the total amount of interest deemed to have accrued from the original issue date through the end of the accrual period.

     The table is based upon a projected payment schedule for the notes (including a comparable yield equal to 5.04% per annum (compounded annually)) that we established for the notes. The table reflects the expected issuance of the notes on April 27, 2007 and the scheduled maturity date of April 30, 2012. This information is provided solely for tax purposes, and we make no representations or predictions as to what the actual Supplemental Redemption Amount will be.

										Total Interest
										Deemed
										to Have Accrued
										from Original
		Adjusted Issue				Interest Deemed to Accrue				Issue Date
		Price at Beginning				on the Notes During				as of End of
Accrual Period		of Accrual Period				Accrual Period(1)				Accrual Period
April 27, 2007 through December 31, 2007		$	1,000.00			$	34.16			$	34.16
January 1, 2008 through December 31, 2008		$	1,034.16			$	52.12			$	86.28
January 1, 2009 through December 31, 2009		$	1,086.28			$	54.75			$	141.03
January 1, 2010 through December 31, 2010		$	1,141.03			$	57.51			$	198.54
January 1, 2011 through December 31, 2011		$	1,198.54			$	60.41			$	258.94
January 1, 2012 through April 30, 2012		$	1,258.94			$	20.31			$	279.26

     Sale, Exchange, or Retirement

     Upon a sale, exchange, or retirement of a note, a United States Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, or retirement and that holder’s tax basis in the note. A United States Holder’s tax basis in a note generally will equal the cost of that note, increased by the amount of interest

income previously accrued by the holder for that note (disregarding any positive or negative adjustments). A United States 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 United States Holder’s holding period for the note). The deductibility of capital losses by a United States Holder is subject to limitations.

     Backup Withholding and Reporting

     Generally, payments of principal and interest, and the accrual of OID, with respect to the notes will be subject to information reporting and possibly to backup withholding. Information reporting means that the payment is required to be reported to the holder of the notes and the IRS. Backup withholding means that we are required to collect and deposit a portion of the payment with the IRS as a tax payment on your behalf. Backup withholding will be imposed at a rate of 28%. This rate is scheduled to increase to 31% in 2011.

     Payments of principal and interest, and the accrual of OID, with respect to notes held by a United States Holder, other than certain exempt recipients such as corporations, and proceeds from the sale of notes through the United States office of a broker will be subject to backup withholding unless that United States Holder supplies us with a taxpayer identification number and certifies that its taxpayer identification number is correct or otherwise establishes an exemption. In addition, backup withholding will be imposed on any payment of principal and interest, and the accrual of OID, with respect to a note held by a United States Holder that is informed by the United States Secretary of the Treasury that it has not reported all dividend and interest income required to be shown on its United States federal income tax return or that fails to certify that it has not underreported its interest and dividend income.

     Payments of the proceeds from the sale of the notes to or through a foreign office of a broker, custodian, nominee, or other foreign agent acting on your behalf will not be subject to information reporting or backup withholding. If, however, that nominee, custodian, agent, or broker is, for United States federal income tax purposes, (1) a United States person, (2) the government of the United States or the government of any State or political subdivision of any State (or any agency or instrumentality of any of these governmental units), (3) a controlled foreign corporation, (4) a foreign partnership that is either engaged in a United States trade or business or whose United States partners in the aggregate hold more than 50% of the income or capital interests in the partnership, (5) a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, or (6) a United States branch of a foreign bank or foreign insurance company, those payments will be subject to information reporting, unless (a) that custodian, nominee, agent, or broker has documentary evidence in its records that the holder is not a United States person and certain other conditions are met or (b) the holder otherwise establishes an exemption from information reporting.

     A United States Holder that does not provide us with its correct taxpayer identification number may be subject to penalties imposed by the IRS. In addition, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s United States federal income tax liability, provided that certain required information is furnished to the IRS.

     Applicable Treasury regulations require taxpayers that participate in “reportable transactions” to disclose their participation to the IRS by attaching Form 8886 to their tax returns and to retain a copy of all documents and records related to the transaction. In addition, “material advisors” with respect to such a transaction may be required to file returns and maintain records, including lists identifying investors in the transaction, and to furnish

those records to the IRS upon demand. A transaction may be a “reportable transaction” based on any of several criteria, one or more of which may be present with respect to an investment in the notes. Whether an investment in the notes constitutes a “reportable transaction” for any investor depends on the investor’s particular circumstances. Investors should consult their own tax advisors concerning any possible disclosure obligation they may have for their investment in the notes and should be aware that, should any “material advisor” determine that the return filing or investor list maintenance requirements apply to this transaction, they would be required to comply with these requirements.

Non-United States Holders – Income Tax Considerations

     United States Federal Income and Withholding Tax

     Under present United States federal income tax law, and subject to the discussion below concerning backup withholding, any gain realized on the sale, exchange, or retirement of a note, or the payment by us, or any paying agent, of principal or interest, including OID, on a note owned by a Non-United States Holder is not subject to United States federal income or withholding tax provided that:

	1.		the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote;
	2.		the holder is not a controlled foreign corporation that is related to us through stock ownership;
	3.		the holder is not a bank receiving interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
	4.		the payment is not effectively connected with the conduct of a trade or business in the United States; and
	5.		either (A) the holder provides us (or any paying agent) with a statement which sets forth its address, and certifies, under penalties of perjury, that it is not a United States person, citizen, or resident (which certification may be made on an IRS Form W-8BEN (or successor form)) or (B) a financial institution holding the note on behalf of the holder certifies, under penalties of perjury (which certification may be made on an IRS Form W-8IMY (or successor form)), that it has or will provide us (or the paying agent) with a withholding statement.

     Payments to Non-United States Holders not meeting the requirements set forth above are subject to withholding at a rate of 30% unless (a) the holder is engaged in a trade or business in the United States and the holder provides us with a properly executed IRS Form W-8ECI (or successor form) certifying that the payments are effectively connected with the conduct of a trade or business in the United States, or (b) the holder provides us with a properly executed IRS Form W-8BEN (or successor form) claiming an exemption from, or reduction in the rate of, withholding under the benefit of a tax treaty. To claim benefits under an income tax treaty, a Non-United States Holder must obtain a taxpayer identification number and certify as to its eligibility under the appropriate treaty’s limitations on benefits article.

     Backup Withholding and Reporting

     Payments of principal and interest, and the accrual of OID, with respect to the notes and proceeds from the sale of notes held by a Non-United States Holder will not be subject to information reporting and backup withholding so long as the holder has certified that it is not a

United States person and we do not have actual knowledge that the certification is false (or you otherwise establish an exemption). However, if a Non-United States Holder has not certified that it is not United States person or we have actual knowledge that the certification is false (and it has not otherwise established an exemption) the holder will be subject to backup withholding and information reporting in the manner described above in “United States Holders—Backup Withholding and Reporting.”

ERISA CONSIDERATIONS

     A fiduciary of a pension plan or other employee benefit plan (including a governmental plan, an individual retirement account, or a Keogh plan) subject to ERISA should consider fiduciary standards under ERISA in the context of the particular circumstances of the plan before authorizing an investment in the notes. A fiduciary also should consider whether the investment is authorized by, and in accordance with, the documents and instruments governing the plan.

     In addition, ERISA and the Code prohibit a number of transactions (referred to as “prohibited transactions”) involving the assets of a plan subject to ERISA or the assets of an individual retirement account, or plan subject to Section 4975 of the Code (referred to as an “ERISA plan”), on the one hand, and persons who have specified relationships of the plan (“parties in interest” within the meaning of ERISA or “disqualified persons” within the meaning of the Code), on the other. If we (or an affiliate) are considered a party in interest or disqualified person for an ERISA plan, then the investment in the notes by that ERISA plan may give rise to a prohibited transaction. There are several ways by which we or our affiliates may be considered a party in interest or a disqualified person for an ERISA plan. For example, if we provide banking or financial advisory services to an ERISA plan, or act as a trustee or in a similar fiduciary role for ERISA plan assets, we may be considered a party in interest or a disqualified person for that ERISA plan.

     A violation of the prohibited transaction rules may result in civil penalties or other liabilities under ERISA and an excise tax under Section 4975 of the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory, or administrative exemption. In addition, a prohibited transaction may require “correction” of the transaction. Some types of employee benefit plans and arrangements including those that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) (“non-ERISA arrangements”) are not subject to the requirements of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, foreign or other regulations, rules, or laws (“similar laws”).

     Therefore, an ERISA plan should not invest in the notes unless the plan fiduciary or other person acquiring them on behalf of the ERISA plan determines that neither we nor an affiliate is a party in interest or a disqualified person or, alternatively, that an exemption from the prohibited transaction rules is available. The United States Department of Labor has issued five prohibited transaction class exemptions, or “PTCEs,” that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of the notes. These exemptions include:

     (1) PTCE 84-14, an exemption for some transactions determined by independent qualified professional asset managers;

     (2) PTCE 90-1, an exemption for some types of transactions involving insurance company pooled separate accounts;

     (3) PTCE 91-38, an exemption for some types of transactions involving bank collective investment funds;

     (4) PTCE 95-60, an exemption for transactions involving some types of insurance company general accounts; and

     (5) PTCE 96-23, an exemption for plan asset transactions managed by in-house asset managers.

     There also may be other exemptions available depending on the particular circumstances.

     Because we may be considered a party in interest or a disqualified person with respect to many plans, the notes may not be purchased, held, or disposed of by any ERISA plan or any person investing “plan assets” of any ERISA plan, unless the purchase, holding, or disposition is eligible for exemptive relief or that purchase, holding, or disposition is otherwise not prohibited. Therefore, any purchaser, including any fiduciary purchasing on behalf of an ERISA plan, transferee, or holder of the notes will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding, that either (a) it is not an ERISA plan and is not purchasing the notes on behalf of or with “plan assets” of any ERISA plan, or with any assets of a non-ERISA arrangement, or (b) its purchase, holding, and disposition are eligible for exemptive relief or the purchase, holding, or disposition are not prohibited by ERISA or Section 4975 of the Code (or, in the case of a non-ERISA arrangement, any similar laws).

     The sale of the notes to an ERISA plan or non-ERISA arrangement is not a representation by us to you or any other person associated with the sale that those securities meet any legal requirements for investments by those entities generally or any particular entities.

     If you are the fiduciary of a pension plan or non-ERISA arrangement, or an insurance company that is providing investment advice or other features to a pension plan or other ERISA plan, and you propose to invest in the notes with the assets of the ERISA plan or a non-ERISA arrangement, you should consult your own legal counsel for further guidance.

Annex A

Historical S&P 500^® Index Quarterly Performance

(December 1969 to March 2007)

     The following table sets forth the value of the S&P 500^® Index for the end of each of the calendar quarters beginning in the fourth calendar quarter of 1969 through the first calendar quarter of 2007 and the percentage change over each period. The ending level of the S&P 500^® Index for the fourth calendar quarter of 1969 was 92.06. You cannot predict the future performance of the S&P 500^® Index based on its historical performance, and no assurance can be given as to the performance of the S&P 500^® Index during any period or at maturity of the notes. The results produced by the S&P 500^® Index for these periods are not necessarily indicative of the results for any future period. Calendar quarters that resulted in an increase in the level of the S&P 500^® Index of at least 7.00% (the Return Cap) or greater are indicated in bold typeface below.

		S&P
		500®
		Index				Percentage
Period Ending		Value				Change
December 1969			92.06				N/A
March 1970			89.63				-2.64	%
June 1970			72.72				-18.87	%
September 1970			84.21				15.80	%
December 1970			92.15				9.43	%
March 1971			100.31				8.86	%
June 1971			99.70				-0.61	%
September 1971			98.34				-1.36	%
December 1971			102.09				3.81	%
March 1972			107.20				5.01	%
June 1972			107.14				-0.06	%
September 1972			110.55				3.18	%
December 1972			118.05				6.78	%
March 1973			111.52				-5.53	%
June 1973			104.26				-6.51	%
September 1973			108.43				4.00	%
December 1973			97.55				-10.03	%
March 1974			93.98				-3.66	%
June 1974			86.00				-8.49	%
September 1974			63.54				-26.12	%
December 1974			68.56				7.90	%
March 1975			83.36				21.59	%
June 1975			95.19				14.19	%
September 1975			83.87				-11.89	%
December 1975			90.19				7.54	%
March 1976			102.77				13.95	%
June 1976			104.28				1.47	%
September 1976			105.24				0.92	%
December 1976			107.46				2.11	%
March 1977			98.42				-8.41	%
June 1977			100.48				2.09	%
September 1977			96.53				-3.93	%
December 1977			95.10				-1.48	%
March 1978			89.21				-6.19	%
June 1978			95.53				7.08	%
September 1978			102.54				7.34	%

		S&P
		500®
		Index				Percentage
Period Ending		Value				Change
December 1978			96.11				-6.27	%
March 1979			101.59				5.70	%
June 1979			102.91				1.30	%
September 1979			109.32				6.23	%
December 1979			107.94				-1.26	%
March 1980			102.09				-5.42	%
June 1980			114.24				11.90	%
September 1980			125.46				9.82	%
December 1980			135.76				8.21	%
March 1981			136.00				0.18	%
June 1981			131.21				-3.52	%
September 1981			116.18				-11.45	%
December 1981			122.55				5.48	%
March 1982			111.96				-8.64	%
June 1982			109.61				-2.10	%
September 1982			120.42				9.86	%
December 1982			140.64				16.79	%
March 1983			152.96				8.76	%
June 1983			168.11				9.90	%
September 1983			166.07				-1.21	%
December 1983			164.93				-0.69	%
March 1984			159.18				-3.49	%
June 1984			153.18				-3.77	%
September 1984			166.10				8.43	%
December 1984			167.24				0.69	%
March 1985			180.66				8.02	%
June 1985			191.85				6.19	%
September 1985			182.08				-5.09	%
December 1985			211.28				16.04	%
March 1986			238.90				13.07	%
June 1986			250.84				5.00	%
September 1986			231.32				-7.78	%
December 1986			242.17				4.69	%
March 1987			291.70				20.45	%
June 1987			304.00				4.22	%
September 1987			321.83				5.87	%
December 1987			247.08				-23.23	%
March 1988			258.89				4.78	%
June 1988			273.50				5.64	%
September 1988			271.91				-0.58	%
December 1988			277.72				2.14	%
March 1989			294.87				6.18	%
June 1989			317.98				7.84	%
September 1989			349.15				9.80	%
December 1989			353.40				1.22	%
March 1990			339.94				-3.81	%
June 1990			358.02				5.32	%
September 1990			306.05				-14.52	%
December 1990			330.22				7.90	%
March 1991			375.22				13.63	%
June 1991			371.16				-1.08	%
September 1991			387.86				4.50	%

		S&P
		500®
		Index				Percentage
Period Ending		Value				Change
December 1991			417.09				7.54	%
March 1992			403.69				-3.21	%
June 1992			408.14				1.10	%
September 1992			417.80				2.37	%
December 1992			435.71				4.29	%
March 1993			451.67				3.66	%
June 1993			450.53				-0.25	%
September 1993			458.93				1.86	%
December 1993			466.45				1.64	%
March 1994			445.77				-4.43	%
June 1994			444.27				-0.34	%
September 1994			462.71				4.15	%
December 1994			459.27				-0.74	%
March 1995			500.71				9.02	%
June 1995			544.75				8.80	%
September 1995			584.41				7.28	%
December 1995			615.93				5.39	%
March 1996			645.50				4.80	%
June 1996			670.63				3.89	%
September 1996			687.31				2.49	%
December 1996			740.74				7.77	%
March 1997			757.12				2.21	%
June 1997			885.14				16.91	%
September 1997			947.28				7.02	%
December 1997			970.43				2.44	%
March 1998			1,101.75				13.53	%
June 1998			1,133.84				2.91	%
September 1998			1,017.01				-10.30	%
December 1998			1,229.23				20.87	%
March 1999			1,286.37				4.65	%
June 1999			1,372.71				6.71	%
September 1999			1,282.71				-6.56	%
December 1999			1,469.25				14.54	%
March 2000			1,498.58				2.00	%
June 2000			1,454.60				-2.93	%
September 2000			1,436.51				-1.24	%
December 2000			1,320.28				-8.09	%
March 2001			1,160.33				-12.11	%
June 2001			1,224.42				5.52	%
September 2001			1,040.94				-14.99	%
December 2001			1,148.08				10.29	%
March 2002			1,147.39				-0.06	%
June 2002			989.82				-13.73	%
September 2002			815.28				-17.63	%
December 2002			879.82				7.92	%
March 2003			848.18				-3.60	%
June 2003			974.50				14.89	%
September 2003			995.97				2.20	%
December 2003			1,111.92				11.64	%
March 2004			1,126.21				1.29	%
June 2004			1,140.84				1.30	%
September 2004			1,114.58				-2.30	%

		S&P
		500®
		Index				Percentage
Period Ending		Value				Change
December 2004			1,211.92				8.73	%
March 2005			1,180.59				-2.59	%
June 2005			1,191.33				0.91	%
September 2005			1,228.81				3.15	%
December 2005			1,248.29				1.59	%
March 2006			1,294.83				3.73	%
June 2006			1,270.20				-1.90	%
September 2006			1,335.85				5.17	%
December 2006			1,418.30				6.17	%
March 2007			1,420.86				0.18	%
Total Periods							150
Total number of periods with a quarterly increase greater than 7.00%							41