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As Filed with the Securities and Exchange Commission on January 3, 2006

Registration No. 333-                             

Post-Effective Amendment No. 1 to Registration Statement No. 333-112708

Post-Effective Amendment No. 2 to Registration Statement No. 333-97197

Post-Effective Amendment No. 3 to Registration Statement No. 333-83503

Post-Effective Amendment No. 4 to Registration Statement No. 333-51367

Post-Effective Amendment No. 4 to Registration Statement No. 333-13811

Post-Effective Amendment No. 4 to Registration Statement No. 333-07229

Post-Effective Amendment No. 5 to Registration Statement No. 33-63097

Post-Effective Amendment No. 5 to Registration Statement No. 33-57533

Post-Effective Amendment No. 5 to Registration Statement No. 33-49881

Post-Effective Amendment No. 3 to Registration Statement No. 33-30717

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bank of America Corporation

(Exact name of registrant as specified in its charter)

Bank of America Corporate Center

100 North Tryon Street

Charlotte, North Carolina 28255

(704) 386-5972

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

TIMOTHY J. MAYOPOULOS

Executive Vice President and General Counsel

Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

Charlotte, North Carolina 28255

(704) 386-7484

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of the proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    ¨

CALCULATION OF REGISTRATION FEE

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EXPLANATORY NOTE

The prospectus contained in this Registration Statement is a market-maker prospectus intended for use by our direct or indirect wholly-owned subsidiaries, including Banc of America Securities LLC, in connection with offers and sales related to secondary market transactions in debt securities that we or our predecessors previously registered under the Securities Act of 1933. The market-maker prospectus does not substitute or replace our prospectuses relating to Registration Statements currently on file with the Securities and Exchange Commission.

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Debt Securities

Affiliates of Bank of America Corporation, including Banc of America Securities LLC, may use this prospectus in connection with offers and sales in the secondary market of senior or subordinated debt securities of Bank of America Corporation. These affiliates may act as principal or agent in those transactions. Secondary market sales made by them will be made at prices related to market prices at the time of sale.

Our 8 ¹/2% Subordinated Notes, due 2007, which may be offered using this prospectus, are listed on the New York Stock Exchange.

The following debt securities that may be offered using this prospectus are listed on the American Stock Exchange LLC (the “AMEX”):

Our debt securities are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our securities 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 may involve investment risks. Potential purchasers of our debt securities denominated in euro or our indexed debt securities should consider the information in “Risk Factors Related to Some of the Debt Securities” beginning on page 12.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be offered under this prospectus or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated January 3, 2006

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“Index EAGLES^®” is our federal service mark registration. “Basket EAGLES^SM,” “Index CYCLES™,” “Basket CYCLES™,” “STEEPLS™,” “STrategic Equity Exposure Performance Linked Securities™,” and “COPTERS™” are our trademarks or service marks.

“Standard & Poor’s^®,” “S&P^®,” “S&P 500^®,” “Standard & Poor’s 500,” “500,” “S&P MidCap 400 Index,” and “Standard & Poor’s MidCap 400 Index” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by us. The notes included in this prospectus that are linked to any of the above are not sponsored, endorsed, sold, or promoted by Standard & Poor’s^® and Standard & Poor’s^® makes no representation regarding the advisability of investing in any of these notes.

“Dow Jones,” “Dow Jones Industrial Average^SM,” and “DJIA^SM” are service marks of Dow Jones & Company, Inc. (“Dow Jones”) and have been licensed by us for use for certain purposes. The notes included in this prospectus that are linked to the Dow Jones Industrial Average^SM are not sponsored, endorsed, sold, or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in any of these notes.

“Nasdaq^®,” “Nasdaq-100 Index^®,” and “Nasdaq-100^®” are trademarks or service marks of The Nasdaq Stock Market, Inc. (with its affiliates, “Nasdaq^®”) and are licensed for use by us. The notes included in this prospectus that are linked to any of the above have not been passed on by Nasdaq^® as to their legality or suitability. These notes are not issued, endorsed, sold or promoted by Nasdaq^®. NASDAQ^® MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO ANY OF THESE NOTES.

The Dow Jones EURO STOXX 50^SM Index is proprietary and copyrighted material. The Dow Jones EURO STOXX 50^SM Index and the related trademarks have been licensed for certain purposes by us. Neither STOXX Limited (“STOXX”) nor Dow Jones sponsors, endorses, or promotes any of the notes included in this prospectus that are linked to the Dow Jones EURO STOXX 50^SM Index.

“HOLDRS^SM” is a service mark of Merrill Lynch & Co., Inc.

The “Russell 2000^® Index” is a trademark of Frank Russell Company and has been licensed for our use. The notes included in this prospectus that are linked to this trademark are not sponsored, endorsed, sold, or promoted by Frank Russell Company, and Frank Russell Company makes no representation regarding the advisability of investing in the any of these notes. The “Russell 3000^® Index” also is a trademark of Frank Russell Company.

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The Lehman Brothers U.S. Aggregate Index is proprietary material. The Lehman Brothers U.S. Aggregate Index and the proprietary data contained herein have been licensed for certain purposes by us. Lehman Brothers Inc. does not sponsor, endorse, sell, or promote any of the notes included in this prospectus that are linked to the Lehman Brothers U.S. Aggregate Index.

iShares^® is a registered mark of Barclays Global Investors, N.A. (“BGI”). BGI has licensed certain trademarks and trade names of BGI to us. The notes included in this prospectus that are linked to iShares^® are not sponsored, endorsed, sold, or promoted by BGI, its affiliate, Barclays Global Fund Advisors (“BGFA”), or the iShares^® Funds. Neither BGI, BGFA, nor the iShares^® Funds make any representations or warranties to the owner of these notes or any member of the public regarding the advisability of investing in these notes. Neither BGI, BGFA, nor the iShares^® Funds shall have any obligation or liability in connection with the registration, operation, marketing, trading, or sale of these notes or in connection with our use of information about the iShares^® Funds.

“AMEX Biotechnology Index” is sponsored by, and is a service mark of, the AMEX. The AMEX Biotechnology Index is being used with the permission of the AMEX.

“Dow Jones,” “AIG^®,” “Dow Jones – AIG Commodity Index^SM,” and “DJ-AIGCI^SM” are service marks of Dow Jones and American International Group, Inc. (“American International Group”), as the case may be, and have been licensed for use for certain purposes by us. The notes included in this prospectus that are linked to any of the above are not sponsored, endorsed, sold, or promoted by Dow Jones, AIG International Inc. (“AIGI”), American International Group, or any of their respective subsidiaries or affiliates, and none of Dow Jones, AIGI, American International Group, or any of their respective subsidiaries or affiliates makes any representation regarding the advisability of investing in these notes.

“CBOE China Index” is sponsored by the Chicago Board Options Exchange, Incorporated (the “CBOE”). The CBOE China Index is being used with the permission of the CBOE.

Nikkei 225 Index is a trade or service mark of Nihon Keizai Shimbun, Inc. (“NKS”) and is licensed for use by us. The notes included in this prospectus that are linked to the Nikkei 225 Index have not been passed on by NKS as to their legality or suitability. These notes are not issued, endorsed, sold, or promoted by NKS. NKS MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO THESE NOTES.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, and is intended to describe certain outstanding senior and subordinated debt securities previously issued by us and our predecessor companies. Those predecessor companies are:

This prospectus will be used by our affiliates, including Banc of America Securities LLC, in connection with offers and sales in the secondary market of the debt securities we describe in this prospectus. Any of our affiliates, including Banc of America Securities LLC, may act as a principal or agent in these transactions. Any affiliate that is a member of the National Association of Securities Dealers, Inc., including Banc of America Securities LLC, will conduct these offers and sales in compliance with the requirements of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. regarding the offer and sale of securities of an affiliate. The transactions in the secondary market by our affiliates, including Banc of America Securities LLC, may occur in the open market or may be privately negotiated at prevailing market prices at the time of sale.

We will not receive any proceeds from the sale of debt securities offered by this prospectus.

In considering an investment in the debt securities offered by this prospectus, you should rely only on the information included or incorporated by reference in this prospectus or any supplement to this 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. The delivery of this prospectus, at any time, does not create any implication that there has been no change in our affairs since the date of this prospectus or that the information in this prospectus is correct as of any time subsequent to the date of this prospectus.

We are offering to sell these debt securities only in places where sales are permitted. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy these debt securities in any jurisdiction in which such offer or solicitation is unlawful.

References in this prospectus to “$” and “dollars” are to the currency of the United States of America. References in this prospectus to “€” and “euro” are to the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to Article 109g of the Treaty establishing the European Communities, as amended by the Treaty on European Union, as amended by the Treaty of Amsterdam.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “we,” “us,” “our,” or similar references are to Bank of America Corporation.

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BANK OF AMERICA CORPORATION

General

Bank of America Corporation is a Delaware corporation, a bank holding company, and a financial holding company. We were incorporated in 1998 as part of the merger of BankAmerica Corporation with NationsBank Corporation.

Business Segment Information

We provide a diversified range of banking and nonbanking financial services and products in 29 states, the District of Columbia, and 43 foreign countries. We provide services and products through four business segments: (1) Global Consumer and Small Business Banking, (2) Global Business and Financial Services, (3) Global Capital Markets and Investment Banking, and (4) Global Wealth and Investment Management.

MBNA Merger

On June 30, 2005, we entered into an Agreement and Plan of Merger with MBNA Corporation, or “MBNA,” providing for the merger of MBNA with and into us (the “MBNA Merger”). The MBNA Merger closed on January 1, 2006, and we were the surviving corporation in the transaction.

Acquisitions and Sales

As part of our operations, we regularly evaluate the potential acquisition of, and hold discussions with, various financial institutions and other businesses of a type eligible for financial holding company ownership or control. In addition, we regularly analyze the values of, and submit bids for, the acquisition of customer-based funds and other liabilities and assets of such financial institutions and other businesses. We also regularly consider the potential disposition of certain of our assets, branches, subsidiaries, or lines of businesses. As a general rule, we publicly announce any material acquisitions or dispositions when a definitive agreement has been reached.

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Outstanding Debt

The following table sets forth: (1) our outstanding long-term debt as of September 30, 2005, (2) MBNA’s outstanding long-term debt as of September 30, 2005, (3) the pro forma combined outstanding long-term debt of Bank of America and MBNA as of September 30, 2005, and (4) the pro forma combined outstanding long-term debt of Bank of America and MBNA as adjusted for the issuance and maturity of some of our and MBNA’s long-term debt during the period beginning October 1, 2005 through January 2, 2006.

As of September 30, 2005, there was approximately $107.7 billion of Bank of America Corporation commercial paper and other short-term notes payable outstanding and approximately $2.2 billion of MBNA commercial paper and other short-term notes payable outstanding.

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RATIOS OF EARNINGS TO FIXED CHARGES

Bank of America Corporation’s consolidated ratio of earnings to fixed charges for each of the years in the five-year period ended December 31, 2004 and for the ninth months ended September 30, 2005, are as follows:

(net income before taxes and fixed charges – equity in undistributed earnings of unconsolidated subsidiaries)

fixed charges

Fixed charges consist of:

REGULATORY MATTERS

The following discussion describes elements of an extensive regulatory framework applicable to bank holding companies, financial holding companies, and banks, as well as specific information about us and our subsidiaries. Federal regulation of banks, bank holding companies, and financial holding companies is intended primarily for the protection of depositors and the Bank Insurance Fund rather than for the protection of securityholders and creditors.

General

As a registered bank holding company and a financial holding company, we are subject to the supervision of, and to regular inspection by, the Board of Governors of the Federal Reserve System, or the Federal Reserve Board. Our banking subsidiaries are organized predominantly as national banking associations, which are subject to regulation, supervision, and examination by the Office of the Comptroller of the Currency, or the Comptroller, the Federal Deposit Insurance Corporation, or the FDIC, the Federal Reserve Board, and other federal and state regulatory agencies. In addition to banking laws, regulations, and regulatory agencies, we and our subsidiaries and affiliates are subject to the laws and regulations of both the federal government and the states and counties in which they conduct business and supervision and examination by the SEC, the New York Stock Exchange, or the NYSE, the National Association of Securities Dealers, Inc., and other regulatory agencies, all of which directly or indirectly affect our operations and management and our ability to make distributions to stockholders.

A financial holding company, and the non-bank companies under its control, are permitted to engage in activities considered “financial in nature” as defined by the Gramm-Leach-Bliley Act and Federal Reserve Board interpretations (including, without limitation, insurance and

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securities activities), and therefore may engage in a broader range of activities than permitted for bank holding companies and their subsidiaries. A financial holding company may engage directly or indirectly in activities considered financial in nature, either de novo or by acquisition, provided the financial holding company gives the Federal Reserve Board after-the-fact notice of the new activities. The Gramm-Leach-Bliley Act also permits national banks, such as our banking subsidiaries, to engage in activities considered financial in nature through a financial subsidiary, subject to certain conditions and limitations and with the approval of the Comptroller.

Interstate Banking

Bank holding companies (including bank holding companies that also are financial holding companies) also are required to obtain the prior approval of the Federal Reserve Board before acquiring more than 5% of any class of voting stock of any bank which is not already majority-owned by the bank holding company. Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, a bank holding company may acquire banks in states other than its home state without regard to the permissibility of such acquisitions under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, after the proposed acquisition, controls no more than 10% of the total amount of deposits of insured depository institutions in the United States and no more than 30% or such lesser or greater amount set by state law of such deposits in that state.

Subject to certain restrictions, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 also authorizes banks to merge across state lines to create interstate branches. This act also permits a bank to open new branches in a state in which it does not already have banking operations if such state enacts a law permitting de novo branching.

Changes in Regulations

Proposals to change the laws and regulations governing the banking industry are frequently introduced in Congress, in the state legislatures, and before the various bank regulatory agencies. The likelihood and timing of any proposals or legislation and the impact they might have on us and our subsidiaries cannot be determined at this time.

Capital and Operational Requirements

The Federal Reserve Board, the Comptroller, and the FDIC have issued regulatory capital guidelines for United States banking organizations. Failure to meet the capital requirements can initiate certain mandatory and discretionary actions by regulators that could have a material effect on our financial statements. At September 30, 2005, we, as well as Bank of America, N.A., were classified as well-capitalized under this regulatory framework.

The regulatory capital guidelines measure capital in relation to the credit and market risks of both on- and off-balance sheet items using various risk weights. Under the regulatory capital guidelines, total capital consists of three tiers of capital. Tier 1 capital includes common shareholders’ equity, trust preferred securities, minority interests, and qualifying preferred stock, less goodwill and other adjustments. Tier 2 capital consists of preferred stock not qualifying as Tier 1 capital, mandatory convertible debt, limited amounts of subordinated debt, other qualifying term debt, the allowance for credit losses up to 1.25% of risk-weighted assets and other adjustments. Tier 3 capital includes subordinated debt that is unsecured, fully paid, has an original maturity of at least two years, is not redeemable before maturity without prior approval by the Federal Reserve Board and includes a lock-in clause precluding payment of either interest or principal if the payment would cause the issuing bank’s risk-based capital ratio to fall or

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remain below the required minimum. Tier 3 capital can only be used to satisfy our market risk capital requirement and may not be used to support our credit risk requirement. At September 30, 2005, we had no subordinated debt that qualified as Tier 3 capital.

On March 1, 2005, the Federal Reserve Board adopted amendments to its risk-based capital guidelines. Among other things, the amendments confirm the continuing inclusion of outstanding and future issuances of “qualifying trust preferred securities” in the Tier 1 capital of bank holding companies. However, the amendments make the quantitative limits applicable to the aggregate amount of trust preferred securities and other restricted core capital elements that may be included in Tier 1 capital of bank holding companies more restrictive. The stricter quantitative limits within Tier 1 capital do not become effective until March 31, 2009. On September 2, 2003, the Federal Reserve Board and other regulatory agencies issued the Interim Final Capital Rule for Consolidated Asset-Backed Commercial Paper Program Assets. The interim rule permits companies to exclude from risk-weighted assets the newly consolidated assets of asset-backed commercial paper programs required by FIN 46 when calculating Tier 1 and total risk-based capital ratios. The interim rule was extended in April 2004 and was made final on July 28, 2004.

To meet minimum, adequately capitalized regulatory requirements, an institution must maintain a Tier 1 capital ratio of 4% and a total capital ratio of 8%. A well-capitalized institution must generally maintain capital ratios 100 to 200 basis points higher than the minimum guidelines. The risk-based capital rules have been further supplemented by a leverage ratio, defined as Tier 1 capital divided by quarterly average total assets, after certain adjustments. The leverage ratio guidelines establish a minimum of 100 to 200 basis points above 3%. Banking organizations must maintain a leverage capital ratio of at least 5% to be classified as well-capitalized. As of September 30, 2005, we were classified as “well-capitalized” for regulatory purposes, the highest classification. As of September 30, 2005, our Tier 1 capital, total risk-based capital, and leverage ratios under these guidelines were 8.21%, 11.12%, and 5.85%, respectively.

Net unrealized gains (losses) on available-for-sale debt securities, net unrealized gains on marketable equity securities and net unrealized gains (losses) on derivatives included in shareholders’ equity at September 30, 2005 are excluded from the calculations of Tier 1 capital, total capital, and leverage ratios.

The Federal Deposit Insurance Corporation Improvement Act of 1991, among other things, identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and requires the respective federal regulatory agencies to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements within such categories. This act imposes progressively more restrictive constraints on operations, management, and capital distributions, depending on the category in which an institution is classified. Failure to meet the capital guidelines could also subject a banking institution to capital raising requirements. An “undercapitalized” bank must develop a capital restoration plan and its parent holding company must guarantee that bank’s compliance with the plan. The liability of the parent holding company under any such guarantee is limited to the lesser of (1) 5% of the bank’s total assets at the time it became “undercapitalized” or (2) the amount needed to comply with the plan. Furthermore, in the event of the bankruptcy of the parent holding company, such guarantee would take priority over the parent’s general unsecured creditors. In addition, this act requires the various regulatory agencies to prescribe certain non-capital standards for safety and soundness relating generally to operations and management, asset quality, and executive compensation and permits regulatory action against a financial institution that does not meet such standards.

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The various regulatory agencies have adopted substantially similar regulations that define the five capital categories identified by this act, using the total risk-based capital, Tier 1 risk-based capital and leverage capital ratios as the relevant capital measures. Such regulations establish various degrees of corrective action to be taken when an institution is considered undercapitalized. Under the regulations, a “well capitalized” institution must have (1) a Tier 1 risk-based capital ratio of at least 6%, (2) a total risk-based capital ratio of at least 10%, (3) a leverage ratio of at least 5%, and (4) not be subject to a capital directive order. Under these guidelines, each of our banking subsidiaries is considered well capitalized as of September 30, 2005. In order for us to continue to qualify as a financial holding company, each of our banking subsidiaries must remain well capitalized.

Regulators also must take into consideration (1) concentrations of credit risk; (2) interest rate risk (when the interest rate sensitivity of an institution’s assets does not match the sensitivity of its liabilities or its off-balance-sheet position); and (3) risks from non-traditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital. This evaluation will be made as a part of the institution’s regular safety and soundness examination. In addition, we and any of our banking subsidiaries with significant trading activity must incorporate a measure for market risk in our regulatory capital calculations.

Distributions

Our funds for payment of our indebtedness, including the debt securities, are derived from a variety of sources, including cash and temporary investments. However, the primary source of these funds is dividends received from our banking subsidiaries. Each of our banking subsidiaries is subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain capital above regulatory minimums. The appropriate federal regulatory authority is authorized to determine when, and under what circumstances, to prohibit a bank or bank holding company from paying dividends under its safety and soundness examination.

In addition, the ability of our banking subsidiaries to pay dividends may be affected by the various minimum capital requirements and the capital and non-capital standards established under the Federal Deposit Insurance Corporation Improvement Act of 1991, as described above. Our right, and the right of our stockholders and creditors, to participate in any distribution of the assets or earnings of our subsidiaries is further subject to the prior claims of creditors of the respective subsidiaries.

Source of Strength

According to Federal Reserve Board policy, bank holding companies are expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each such subsidiary. This support may be required at times when a bank holding company may not be able to provide such support. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, in the event of a loss suffered or anticipated by the FDIC—either as a result of default of a banking subsidiary or related to FDIC assistance provided to a subsidiary in danger of default—the other banking subsidiaries may be assessed for the FDIC’s loss, subject to certain exceptions.

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DESCRIPTION OF DEBT SECURITIES

Introduction

Our outstanding senior and subordinated debt securities offered by this prospectus (the “Debt Securities”) were issued under a number of indentures. Some of these indentures were executed by our predecessor companies, and we assumed the obligations under these indentures when we acquired each of these predecessor companies.

The Debt Securities are our direct unsecured obligations and are not obligations of our subsidiaries.

Trustees

Each trustee under the respective indentures has two principal functions:

Covenants

None of our indentures limits the amount of debt securities that we may issue. Each indenture allows us to issue debt securities up to the principal amount we authorize from time to time. In addition, none of our subordinated indentures limits the amount of senior debt we may incur.

None of our indentures contains provisions protecting holders against a decline in our credit quality resulting from takeovers, recapitalizations, the incurrence of additional indebtedness, or restructurings. If our credit quality declines as a result of an event of this type, or otherwise, the ratings of any Debt Securities then outstanding may be withdrawn or downgraded.

Limitations on Payments

As a holding company, we own most of our assets and conduct substantially all of our operations through subsidiaries. Our ability to make payments of principal, any premium, interest, and any other amounts on the Debt Securities may be affected by the ability of our banking and nonbanking subsidiaries to pay dividends. Their ability, as well as our ability, to pay dividends in the future is and could be influenced by bank regulatory requirements and capital guidelines. See “Regulatory Matters.”

In addition, claims of holders of debt securities generally will have a junior position to claims of creditors of our subsidiaries including, in the case of our banking subsidiaries, their depositors.

Tax Considerations

In connection with any payment on a Debt Security, we may require the holder to certify information to us. In the absence of that certification, we may rely on any legal presumption to determine our responsibilities, if any, to deduct or withhold taxes, assessments or governmental charges from the payment.

We have issued some Debt Securities at a price lower than their stated principal amount or lower than their minimum guaranteed repayment amount at maturity. These Debt Securities bear no interest or bear interest at a rate which at the time of issuance is below market rates.

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Some of our Debt Securities are deemed to be issued with original issue discount (“OID”) for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.” If you are considering the purchase, ownership, or disposition of Debt Securities issued with OID, you should consult your own tax advisors concerning the United States federal income tax consequences with regard to the purchase, ownership, or disposition of those securities in light of your particular situation, as well as any consequences arising under the laws of any other taxing jurisdiction.

Form, Registration, and Payment

Unless otherwise indicated in this prospectus, we have issued the Debt Securities only in fully registered form without coupons. We have issued some of the Debt Securities only as global securities and not as certificated securities. For a discussion of the exchange, registration, transfer, and payment of both global and certificated Debt Securities, see “Registration and Settlement.”

Repurchase

We, or our affiliates, may repurchase Debt Securities from investors who are willing to sell them from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. We, or our affiliates, have the discretion to hold or resell any repurchased Debt Securities. We also have the discretion to cancel any Debt Securities repurchased by us.

No Sinking Fund

Unless otherwise indicated in this prospectus, no series of the Debt Securities is entitled to the benefits of a sinking fund. This means that we will not deposit money on a regular basis into any separate custodial account to repay any of the Debt Securities.

Reopenings

We have the ability to “reopen” the offering of some of our Debt Securities. This means that we can increase the principal amount of that series of Debt Securities by selling additional Debt Securities with the same terms. We may do so without notice to the existing holders of securities of that series. However, any new securities of this kind may begin to bear interest at a different date.

RISK FACTORS RELATED TO SOME OF THE DEBT SECURITIES

Risks of Indexed Debt Securities

We have issued certain Debt Securities where the principal, interest, and/or other amounts payable on the Debt Securities are indexed to the price or level of one or more stocks or stock indices, interest rates, or other indices. We refer to these securities as “Indexed Debt Securities,” and we refer to these stocks or stock indices, interest rates, or other indices as “indexed items.”

If you invest in our Indexed Debt Securities, you will be subject to significant risks not associated with conventional fixed rate or floating rate debt securities. In recent years, values of some indexed items have been volatile, and this volatality may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future. We have no control over a number of matters, including economic, financial, and political events that are important in determining the existence, magnitude, and longevity of these risks and their impact on the value of, or payments made on, the Indexed Debt Securities.

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• Principal amount. Our Indexed Debt Securities may or may not be “principal protected,” so the principal amount you will receive at maturity may be greater than, equal to, or less than the original purchase price of the Indexed Debt Security. It also is possible that principal will not be repaid. Unless otherwise indicated in this prospectus, each of the Indexed Debt Securities is “principal protected.” In addition, at maturity or upon earlier redemption or exchange, for some of our Indexed Debt Securities you may receive shares of stock of one or more companies, instead of a cash payment. These shares may have an aggregate value at that time that is less than the face amount of the Indexed Debt Security.

• Interest payments. If the interest rate of an Indexed Debt Security is indexed (whether or not the principal amount is indexed), then you may receive interest payments that are less than what you would have received had you purchased at the same time a conventional debt security having the same maturity date. It also is possible that no interest will be paid on the Indexed Debt Security.

•  Multiplier or leverage factor. Our Indexed Debt Securities may have interest and principal payments that increase or decrease at a rate that is greater than the rate of a favorable or unfavorable movement in the indexed item, which is referred to as a multiplier or leverage factor. A multiplier or leverage factor in a principal or interest index will increase the risk that no principal or interest will be paid at all.

•  Early payment. The terms of an Indexed Debt Security may require that the Indexed Debt Security be paid prior to its scheduled maturity date. That early payment could result in a reduction in your anticipated return on your investment. In addition, you may not be able to invest the funds you receive in a new investment that yields a similar return.

•  Limited return. Amounts payable at maturity of some of our Indexed Debt Securities may be determined, in part, by reference to the periodic return or level of an indexed item or the levels of components of a basket during the term of the Indexed Debt Securities. The supplemental amount payable at maturity may be limited to the stated minimum amount, which may be zero, even if (1) the level of the applicable indexed item increases during one or more reference or valuation periods during the term of the Indexed Debt Securities or (2) the final level of the applicable indexed item exceeds the initial level of that indexed item. In that case, at maturity you would receive only the principal amount of the Indexed Debt Securities and any applicable minimum supplemental amount. In addition, if the periodic return during any reference period during the term of the Indexed Debt Securities is subject to a cap, the return on your investment in the Indexed Debt Securities may not fully reflect any increase in the market values of the stocks included in the applicable indexed item. A direct investment in the applicable indexed item or the component stocks of an indexed item would allow you to receive the full benefit on any appreciation in the price of those securities or shares, as well as in any dividends paid by or distributions made on those securities or shares.

•  Use of average levels. The return on certain of the Indexed Debt Securities may be based on the average closing levels of the applicable index or basket on various valuation dates. Therefore, a high level of the applicable index or basket on one or more of the valuation dates may be substantially or entirely offset by a low level of the applicable index or basket on one or more other valuation dates. In addition, the market value of these Indexed Debt Securities and the amount payable at maturity may be less sensitive to fluctuations in the value of the applicable index as the time remaining to maturity lessens.

•  Investments in foreign markets. The return on certain of the Indexed Debt Securities may depend on indices based on the stocks of issuers organized or operating in foreign markets. As a result, an investment in these Indexed Debt Securities involves considerations that may not be associated with a security linked to indices based solely on the stocks of United States issuers. The considerations relate to foreign market factors generally, and may include, for example,

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different accounting requirements and regulations, different securities trading rules and conventions, political and military uncertainties, the levels of governmental involvement in the applicable financial markets, and different and, in some cases, more adverse economic environments.

•  Trading in the commodity and related futures markets. The return on certain of the Indexed Debt Securities may depend on indices based on commodities. The commodities markets are subject to temporary distortions and other disruptions due to a variety of factors. These factors include the lack of liquidity in the markets, the participation of speculators in these markets, and government regulation and intervention. In addition, futures exchanges in the United States and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may occur during a single business day. These limit prices may have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. In addition, commodity prices may change unpredictably, affecting the level of the applicable index and the value of the applicable Indexed Debt Securities in unforeseeable ways. These circumstances could adversely affect the level of the applicable indexed items and, therefore, the relevant Indexed Debt Securities.

•  Value of underlying securities. Some of our Indexed Debt Securities may be linked to the performance of a basket of stocks. A change in the level of a basket component may not correlate with changes in other basket components, and increases in the level of one or more basket components may be moderated, or wholly offset, by lesser increases or decreases in the level of one or more of the other basket components. In addition, the basket composition, and in some circumstances the process of determining the basket level, may be subject to adjustment for events arising out of stock splits and combinations, stock dividends, and a number of other transactions involving the companies whose stock is included in the applicable basket, including the liquidation, dissolution, or winding up of an issuer. The applicable basket composition and the process of determining the basket level will not be adjusted for other events that may adversely affect the price of the stock of a company included in the basket, such as offerings of common stock for cash or in connection with acquisitions.

•  Companies included in an index. While we currently, or in the future, may engage in business with companies represented by the constituent securities of an indexed item, neither we nor any of our affiliates assume any responsibility for the adequacy or accuracy of any publicly available information about any companies represented by the constituent securities of any indexed item or the calculation of any indexed item. You should make your own investigation into the applicable indexed item and the companies represented by its constituent securities.

None of the companies represented by constituent securities of any indexed item, nor the publisher of any indexed item, has any obligation of any sort with respect to any Indexed Debt Securities. Thus, none of these entities has any obligation to take your interests into consideration for any reason, including taking any corporate actions that might affect the value of your Indexed Debt Securities.

•  Our trading and hedging activities may create conflicts of interest with you. We or one or more of our affiliates may engage in trading activities related to any indexed item or the securities included in the indexed item that are not for your account or on your behalf. We and our affiliates from time to time may buy or sell the securities included in an indexed item or futures or options contracts on the indexed item for our own accounts, for business reasons, or in connection with hedging our obligations under the Indexed Debt Securities.

These trading activities may present a conflict of interest between your interest in your Indexed Debt Securities 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 an indexed item, could be adverse to your interests as a beneficial owner of the Indexed Debt Securities.

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•  Our business activities may create conflicts of interest with you. We and our affiliates, at present or in the future, may engage in business with companies represented by constituent securities of an indexed item, 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 companies included in an indexed item. 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 Indexed Debt Securities. Any of these activities may affect the market value of the Indexed Debt Securities.

•  No shareholder rights. The Indexed Debt Securities are our debt securities. They are not equity instruments or shares of stock, nor are they debt securities of any other company. Investing in the Indexed Debt Securities will not make you a holder of any of the constituent securities of the applicable indexed item. You will not have any voting rights, any rights to receive dividends or other distributions, or any other rights with respect to these securities. As a result, the return on your Indexed Debt Securities may not reflect the return you would realize if you actually owned these securities and received the dividends paid or other distributions made in connection with such securities. Your Indexed Debt Securities will be paid in cash and you have no right to receive delivery of any of these securities, unless otherwise provided in the description of the applicable Indexed Debt Security.

•  Tax consequences. You should consider the tax consequences of investing in Indexed Debt Securities. You should assume that there is no statutory, judicial, or administrative authority that addresses directly the characterization of the Indexed Debt Securities or similar instruments for United States federal or other income tax purposes. As a result, the income tax consequences of an investment in Indexed Debt Securities are not certain. We have not requested a ruling from the Internal Revenue Service, or the IRS, for any of the outstanding Indexed Debt Securities. See “Certain United States Federal Income Tax Considerations – United States Holders – Principal Protected Indexed Notes” and “– United States Holders – Non-Principal Protected Indexed Notes.”

•  There may be potential conflicts of interest between you and the calculation agent for some of our Indexed Debt Securities. We have the right to appoint and remove a calculation agent for each series of Indexed Debt Securities. Either Banc of America Securities LLC or Bank of America, N.A., each a subsidiary of ours, is the calculation agent for each of these Indexed Debt Securities and will calculate the amounts payable, if any, with respect to these Indexed Debt Securities. The status of either Banc of America Securities LLC or Bank of America, N.A. as our subsidiary and its responsibilities as calculation agent for the Indexed Debt Securities could give rise to conflicts of interest.

•  There may be no liquid secondary market for Indexed Debt Securities. We cannot assure you that a trading market for your Indexed Debt Securities exists, will develop, or will be maintained if developed.

•  Trading value. The trading market for, and trading value of, your Indexed Debt Securities may be affected by a number of factors. Often, the more specific the investment objective or strategy of the Indexed Debt Securities, the more limited the trading market and the more volatile the price of that Indexed Debt Security. These factors include:

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•  Our hedging activities may affect the redemption amount, if any, and the market value of our Indexed Debt Securities. Hedging activities we or our affiliates may engage in may affect the value of the applicable index or a component of the index or formula applicable to your Indexed Debt Securities. This hedging activity, in turn, may increase or decrease the market value of your Indexed Debt Securities or the amount, if any, payable at maturity. In addition, we or our affiliates may acquire a long or short position in your Indexed Debt Securities from time to time. All or a portion of these positions may be liquidated at or about the time of the maturity date of your Indexed Debt Securities. The aggregate amount and the composition of these positions are likely to vary over time. We have no reason to believe that any of our activities will have a material effect on your Indexed Debt Securities, either directly or indirectly, by impacting the value of an indexed item or a component of the index or formula. However, we cannot assure you that our activities or our affiliates’ activities will not affect the value.

Risks of Debt Securities Denominated in Euros

We have issued some Debt Securities whose principal and interest is payable in euros, and not U.S. dollars. We refer to these securities as “Euro-Denominated Debt Securities.” If you intend to invest in any Euro-Denominated Debt Securities, you should consult your own financial and legal advisors as to the currency risks related to your investment. The Euro-Denominated Debt Securities are not an appropriate investment for you if you are not knowledgeable about the significant terms and conditions of the Euro-Denominated Debt Securities or financial matters in general. The information in this prospectus is directed primarily to investors who are U.S. residents. Investors who are not U.S. residents should consult their own financial and legal advisors about currency-related risks particular to their investment.

Euro-Denominated Debt Securities have significant risks that are not associated with a similar investment in a conventional debt security that is payable solely in U.S. dollars. These risks include possible significant changes in rates of exchange between the U.S. dollar and the euro and the imposition or modification of foreign exchange controls or other conditions by either the United States or non-U.S. governments. These risks generally are influenced by factors over which we have no control, such as economic and political events and the supply of and demand for the relevant currencies in the global markets.

•   Currency exchange rates. Exchange rates between the U.S. dollar and other currencies have been highly volatile. This volatility may continue and could spread to other currencies in the future. Fluctuations in currency exchange rates could affect adversely an investment in the Euro-Denominated Debt Securities. Depreciation of the euro against the U.S. dollar could result in a

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decrease in the U.S. dollar-equivalent value of payments on the Euro-Denominated Debt Securities, including the principal payable at maturity. That in turn could cause the market value of the Euro-Denominated Debt Securities to fall. Depreciation of the euro against the U.S. dollar could result in a loss to you on a U.S. dollar basis.

•   Government policy. Currency exchange rates either can float or be fixed by sovereign governments. Governments or governmental bodies, including the European Central Bank, may intervene in their economies to alter the exchange rate or exchange characteristics of their currencies. For example, a central bank may intervene to devalue or revalue a currency or to replace an existing currency. In addition, a government may impose regulatory controls or taxes to affect the exchange rate of its currency. As a result, the yield or payout of a Euro-Denominated Debt Security could be affected significantly and unpredictably by governmental actions. Changes in exchange rates could affect the value of the Euro-Denominated Debt Securities as participants in the global currency markets move to buy or sell euro or U.S. dollars in reaction to these developments.

If a governmental authority imposes exchange controls or other conditions, such as taxes on the transfer of the euro, there may be limited availability of euro for payment on the Euro-Denominated Debt Securities at their maturity or on any other payment date. In addition, the ability of a holder to move currency freely out of the country in which payment in the currency is received or to convert the currency at a freely determined market rate could be limited by governmental actions.

•   Payments in U.S. dollars. Under the terms of the Euro-Denominated Debt Securities, if at or about the time when a payment on the Euro-Denominated Debt Securities comes due, the euro is subject to convertibility, transferability, market disruption, or other conditions affecting its availability because of circumstances beyond our control, we may make the payment in U.S. dollars instead of euro. These circumstances could include the imposition of exchange controls or our inability to obtain euro because of a disruption in the currency markets for the euro. The exchange rate used to make payment in U.S. dollars may be based on limited information and would involve significant discretion on the part of our exchange agent. As a result, the value of the payment in U.S. dollars may be less than the value of the payment you would have received in euro if euro had been available.

•   Changes in currency exchange rates. Except as described above, we will not make any adjustment in or change to the terms of the Euro-Denominated Debt Securities for changes in the exchange rate for euro, including any devaluation, revaluation, or imposition of exchange or other regulatory controls or taxes, or for other developments affecting the euro, the U.S. dollar, or any other currency. Consequently, you will bear the risk that your investment may be affected adversely by these types of events.

•   Court judgments. The Euro-Denominated Debt Securities are governed by New York law. Under Section 27 of the New York Judiciary Law, a state court in the State of New York rendering a judgment on the Euro-Denominated Debt Securities would be required to render the judgment in euro. In turn, the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the Euro-Denominated Debt Securities, you would bear currency exchange risk until judgment is entered, which could be a long time.

In courts outside of New York, you may not be able to obtain judgment in a specified currency other than U.S. dollars. For example, a judgment for money in an action based on the Euro-Denominated Debt Securities in many other United States federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the euro into U.S. dollars will depend on various factors, including which court renders the judgment.

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LICENSE AGREEMENTS RELATED TO SOME OF THE INDEXED DEBT SECURITIES

Standard & Poor’s^®

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 and the S&P MidCap 400 Index) in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

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

The Indexed Debt Securities linked to the S&P 500^® Index or the S&P MidCap 400 Index are not sponsored, endorsed, sold, or promoted by S&P^®. S&P^® makes no representation or warranty, express or implied, to owners of these Indexed Debt Securities or any member of the public regarding the advisability of investing in securities generally or in these Indexed Debt Securities particularly or the ability of the S&P 500^® Index and the S&P MidCap 400 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 and of the S&P MidCap 400 Index, which are determined, composed, and calculated by S&P^® without regard to us or these Indexed Debt Securities. S&P^® has no obligation to take our needs or the needs of owners of these Indexed Debt Securities into consideration in determining, composing, or calculating the S&P 500^® Index or the S&P MidCap 400 Index. S&P^® is not responsible for and did not participate in the determination of the timing of, prices at, or quantities of these Indexed Debt Securities when issued, or in the determination or calculation of any amounts payable with respect to these Indexed Debt Securities. S&P^® has no obligation or liability in connection with the administration, marketing, or trading of these Indexed Debt Securities.

S&P^® DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500^® INDEX OR THE S&P MIDCAP 400 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 THESE INDEXED DEBT SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500^® INDEX OR THE S&P MIDCAP 400 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 THE S&P MIDCAP 400 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.

Dow Jones

We have entered into a non-exclusive license agreement with Dow Jones 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 Dow Jones (including the DJIA^SM) in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

The license agreement between us and Dow Jones requires that the following language be stated in this prospectus:

The Indexed Debt Securities linked to the DJIA^SM are not sponsored, endorsed, sold, or promoted by Dow Jones. Dow Jones makes no representation or warranty, express or implied, to

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the owners of these Indexed Debt Securities or any member of the public regarding the advisability of investing in securities generally or in these Indexed Debt Securities particularly. Dow Jones’ only relationship to us is the licensing of certain trademarks, trade names, and service marks of Dow Jones and of the DJIA^SM, which is determined, composed, and calculated by Dow Jones without regard to us or these Indexed Debt Securities. Dow Jones has no obligation to take our needs or the needs of holders of these Indexed Debt Securities into consideration in determining, composing, or calculating the DJIA^SM. Dow Jones is not responsible for and did not participate in the determination of the timing of, prices at, or quantities of these Indexed Debt Securities when issued or in the determination of the amount to be paid on these Indexed Debt Securities. Dow Jones has no obligation or liability in connection with the administration, marketing, or trading of these Indexed Debt Securities.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DJIA^SM OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE INDEXED DEBT SECURITIES LINKED TO THE DJIA^SM, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DJIA^SM OR ANY DATA INCLUDED THEREIN. DOW JONES 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 DJIA^SM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND US.

Nasdaq^®

We have entered into an agreement with Nasdaq^® providing us with a non-exclusive license and, in exchange for a fee, with the right to use the Nasdaq-100 Index^®, which is owned and published by the Nasdaq^®, in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

The license agreement between Nasdaq^® and us requires that the following language must be stated in this prospectus:

The Indexed Debt Securities linked to the Nasdaq-100 Index^® are not sponsored, endorsed, sold, or promoted by Nasdaq^®. Nasdaq^® has not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, these Indexed Debt Securities. Nasdaq^® makes no representation or warranty, express or implied, to the owners of these Indexed Debt Securities or any member of the public regarding the advisability of investing in securities generally or in these Indexed Debt Securities particularly, or the ability of the Nasdaq-100 Index^® to track general stock market performance. Nasdaq^®’s only relationship to us is in the licensing of the Nasdaq-100^®, Nasdaq-100 Index^®, and Nasdaq^® trademarks or service marks, and certain trade names of Nasdaq^® and the use of the Nasdaq-100 Index^®, which is determined, composed, and calculated by Nasdaq^® without regard to us or these Indexed Debt Securities. Nasdaq^® has no obligation to take our needs or your needs into consideration in determining, composing, or calculating the Nasdaq-100 Index^®. Nasdaq^® is not responsible for and did not participate in the determination of the timing of, prices at, or quantities of these Indexed Debt Securities when issued or in the determination of amounts to be paid on these Indexed Debt Securities. Nasdaq^® has no liability in connection with the administration, marketing, or trading of these Indexed Debt Securities.

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NASDAQ^® DOES NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ-100 INDEX^® OR ANY DATA INCLUDED THEREIN. NASDAQ^® MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE INDEXED DEBT SECURITIES LINKED TO THE NASDAQ-100 INDEX^®, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 INDEX^® OR ANY DATA INCLUDED THEREIN. NASDAQ^® 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 NASDAQ-100 INDEX^® OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL NASDAQ^® HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

STOXX

We have entered into a non-exclusive license agreement with STOXX 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 STOXX (including the Dow Jones EURO STOXX 50^SM Index) in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

The license agreement between us and STOXX requires that the following language be stated in this prospectus:

STOXX and Dow Jones have no relationship to us, other than the licensing of the Dow Jones EURO STOXX 50^SM Index and the related trademarks for use in connection with the Indexed Debt Securities linked to the Dow Jones EURO STOXX 50^SM Index. STOXX and Dow Jones do not:

STOXX and Dow Jones will not have any liability in connection with the Indexed Debt Securities linked to the Dow Jones EURO STOXX 50^SM Index. Specifically:

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The licensing agreement between us and STOXX is solely for their benefit and our benefit, and not for the benefit of the holders of any Indexed Debt Securities linked to the Dow Jones EURO STOXX 50^SM Index or any other third parties.

CBOE

We have entered into a non-exclusive license agreement with the CBOE 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 the CBOE (including the CBOE China Index) in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

The license agreement between us and the CBOE requires that the following language be stated in this prospectus:

The Indexed Debt Securities linked to the CBOE China Index are not sponsored, endorsed, sold, or promoted by the CBOE. The CBOE makes no representation or warranty, express, or implied, to you or any member of the public regarding the advisability of investing in securities generally or in those Indexed Debt Securities particularly or in the ability of the CBOE China Index to track the performance of any market segment. The CBOE has no obligation to take our needs or your needs into consideration in determining, composing, or calculating the CBOE China Index. The CBOE is not responsible for, and did not participate in the determination of the timing of the sale of these Indexed Debt Securities, prices at which these Indexed Debt Securities initially were sold, or quantities of these Indexed Debt Securities when issued, or in the determination or calculation of the equation by which these Indexed Debt Securities are to be converted into cash. The CBOE has no obligation or liability to you in connection with the administration or marketing of these Indexed Debt Securities.

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

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Dow Jones—AIGI

We have entered into a non-exclusive license agreement with Dow Jones and AIGI providing for the license to us and certain of our affiliated or subsidiary companies, in exchange for a fee, of the right to use the Dow Jones—AIG Commodity Index^SM, which is owned and published by Dow Jones and AIGI, in connection with certain products, including certain of the Indexed Debt Securities described in this prospectus.

The license agreement between Dow Jones, AIGI and us provides that the following language must be set forth in this prospectus:

The Indexed Debt Securities linked to the Dow Jones—AIG Commodity Index^SM are not sponsored, endorsed, sold, or promoted by Dow Jones, American International Group, AIGI, or any of their subsidiaries or affiliates. None of Dow Jones, American International Group, AIGI, or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to the owners of or counterparts to these Indexed Debt Securities or any member of the public regarding the advisability of investing in securities or commodities generally or in these Indexed Debt Securities particularly. The only relationship of Dow Jones, American International Group, AIGI, or any of their subsidiaries or affiliates to us is the licensing of certain trademarks, trade names and service marks and of the Dow Jones—AIG Commodity Index^SM which is determined, composed, and calculated by Dow Jones in conjunction with AIGI without regard to us or these Indexed Debt Securities. Dow Jones and AIG have no obligation to take our needs or the needs of the owners of these Indexed Debt Securities into consideration in determining, composing, or calculating the Dow Jones—AIG Commodity Index^SM. None of Dow Jones, American International Group, AIGI, or any of their respective subsidiaries or affiliates is responsible for or participated in the determination of the timing of, prices at, or quantities of these Indexed Debt Securities issued or in the determination or calculation of the equation by which these Indexed Debt Securities are to be converted into cash. None of Dow Jones, American International Group, AIGI, or any of their subsidiaries or affiliates shall have any obligation or liability, including, without limitation, to the holders of these Indexed Debt Securities, in connection with the administration, marketing, or trading of these Indexed Debt Securities. Notwithstanding the foregoing, AIGI, American International Group, and their respective subsidiaries and affiliates may independently issue and/or sponsor financial products unrelated to these Indexed Debt Securities, but which may be similar to and competitive with these Indexed Debt Securities. In addition, American International Group, AIGI, and their subsidiaries and affiliates actively trade commodities, commodity indexes, and commodity futures (including the Dow Jones—AIG Commodity Index^SM and Dow Jones—AIG Commodity Index Total Return^SM), as well as swaps, options, and derivatives which are linked to the performance of such commodities, commodity indexes, and commodity futures. It is possible that this trading activity will affect the value of the Dow Jones—AIG Commodity Index^SM and the Indexed Debt Securities linked to the Dow Jones—AIG Commodity Index^SM.

This prospectus relates only to the Indexed Debt Securities linked to the Dow Jones—AIG Commodity Index^SM and does not relate to the exchange-traded physical commodities underlying any of the Dow Jones—AIG Commodity Index^SM components. Purchasers of these Indexed Debt Securities should not conclude that the inclusion of a futures contract in the Dow Jones—AIG Commodity Index^SM is any form of investment recommendation of the future contract or the underlying exchange-traded physical commodity by Dow Jones, American International Group, AIGI, or any of their subsidiaries or affiliates. The information in this prospectus regarding the Dow Jones—AIG Commodity Index^SM components has been derived solely from publicly available documents. None of Dow Jones, American International Group, AIGI, or any of their subsidiaries or affiliates has made any due diligence inquiries with

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respect to the Dow Jones—AIG Commodity Index^SM components in connection with these Indexed Debt Securities. None of Dow Jones, American International Group, AIGI, or any of their subsidiaries or affiliates makes any representation that these publicly available documents or any other publicly available information regarding the Dow Jones – AIG Commodity Index^SM components, including without limitation a description of factors that affect the prices of such components, are accurate or complete.

NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI, OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONES – AIG COMMODITY INDEX^SM OR ANY DATA INCLUDED THEREIN AND NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI, OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI, OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE INDEXED DEBT SECURITIES LINKED TO THE DOW JONES – AIG COMMODITY INDEX^SM, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES – AIG COMMODITY INDEX^SM OR ANY DATA INCLUDED THEREIN. NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI, OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES – AIG COMMODITY INDEX^SM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI, OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS AMONG DOW JONES, AIGI, AND US, OTHER THAN AMERICAN INTERNATIONAL GROUP.

Russell 2000^® Index

We have entered into a non-exclusive license agreement with Frank Russell Company 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 Frank Russell Company (including the Russell 2000^® Index) in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

The license agreement between us and Frank Russell Company requires that the following language be stated in this prospectus:

The Indexed Debt Securities linked to the Russell 2000^® Index are not sponsored, endorsed, sold, or promoted by Frank Russell Company. Frank Russell Company makes no representation or warranty, express or implied, to you or any member of the public regarding the advisability of investing in securities generally or in these Indexed Debt Securities particularly or the ability of the Russell 2000^® Index to track general stock market performance or a segment of the same. Frank Russell Company’s publication of the Russell 2000^® Index in no way suggests or implies an opinion by Frank Russell Company as to the advisability of investment in any or all of the securities upon which the Russell 2000^® Index is based. Frank Russell Company’s only relationship to us is the licensing of certain trademarks and trade names of Frank Russell Company and of the Russell 2000^® Index

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which is determined, composed, and calculated by Frank Russell Company without regard to us or these Indexed Debt Securities. Frank Russell Company is not responsible for and has not reviewed these Indexed Debt Securities nor any associated literature or publications and Frank Russell Company makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Frank Russell Company reserves the right, at any time and without notice, to alter, amend, terminate, or in any way change the Russell 2000^® Index. Frank Russell Company has no obligation or liability in connection with the administration, marketing, or trading of these Indexed Debt Securities.

FRANK RUSSELL COMPANY DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN AND FRANK RUSSELL COMPANY SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FRANK RUSSELL COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, INVESTORS, HOLDERS OF THE INDEXED DEBT SECURITIES LINKED TO THE RUSSELL 2000^® INDEX, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN. FRANK RUSSELL COMPANY 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 RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FRANK RUSSELL COMPANY HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

AMEX

We have entered into a non-exclusive license agreement with the AMEX 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 the AMEX (including the AMEX Biotechnology Index) in connection with certain securities, including the certain of the Indexed Debt Securities described in this prospectus.

The license agreement between us and the AMEX requires that the following language be stated in this prospectus:

The AMEX in no way sponsors, endorses, or is otherwise involved in the offering of Indexed Debt Securities linked to the AMEX Biotechnology Index described in this prospectus, and the AMEX disclaims any liability to any party for any inaccuracy in the data on which the AMEX Biotechnology Index is based, for any mistakes, errors, or omissions in the calculation and/or dissemination of the AMEX Biotechnology Index, or for the manner in which it is applied in connection with the offering contemplated by this prospectus.

iShares^®

We have entered into a non-exclusive license agreement with BGI pursuant to which BGI has licensed to us, solely in connection with the Indexed Debt Securities linked to the iShares^® Lehman Aggregate Bond Fund, the right to use the iShares^® mark in connection with the iShares^® Lehman Aggregate Bond Fund.

The license agreement between us and BGI requires that the following language be stated in this prospectus:

iShares^® is a registered mark of BGI. BGI has licensed certain trademarks and trade names of BGI to us. The Indexed Debt Securities linked to the iShares^® Lehman Aggregate Bond

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Fund are not sponsored, endorsed, sold, or promoted by BGI, its affiliate, BGFA, or the iShares^® Funds. Neither BGI, BGFA, nor the iShares^® Funds make any representations or warranties to the owners of these Indexed Debt Securities or any member of the public regarding the advisability of investing in these Indexed Debt Securities. Neither BGI, BGFA, nor the iShares^® Funds shall have any obligation or liability in connection with the registration, operation, marketing, trading, or sale of these Indexed Debt Securities or in connection with our use of information about the iShares^® Funds.

Lehman Brothers Inc.

We have entered into a non-exclusive license agreement with Lehman Brothers Inc. 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 Lehman Brothers Inc. (including the Lehman Brothers U.S. Aggregate Index) in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

The license agreement between us and Lehman Brothers Inc. requires that the following language be stated in this prospectus:

The Indexed Debt Securities directly or indirectly linked to the Lehman Brothers U.S. Aggregate Index are not sponsored, endorsed, sold, or promoted by Lehman Brothers Inc. Lehman Brothers Inc. makes no representations or warranty, express or implied, to the owners of these Indexed Debt Securities or any member of the public regarding the advisability of investing in securities generally or in these Indexed Debt Securities particularly or the ability of the Lehman Brothers U.S. Aggregate Index to track general bond market performance. Lehman Brothers Inc.’s only relationship to us is the licensing of the Lehman Brothers U.S. Aggregate Index which is determined, composed, and calculated by Lehman Brothers Inc. without regard to us or these Indexed Debt Securities. Lehman Brothers Inc. has no obligation to take the needs of us or the owners of these Indexed Debt Securities into consideration in determining, composing or calculating the Lehman Brothers U.S. Aggregate Index. Lehman Brothers Inc. is not responsible for and did not participate in the determination of the timing of, prices at, or quantities of these Indexed Debt Securities when issued or in the determination or calculation of the equation by which these Indexed Debt Securities are to be converted into cash. Lehman Brothers Inc. has no obligation or liability in connection with the administration, marketing or trading of these Indexed Debt Securities.

LEHMAN BROTHERS INC. DOES NOT GUARANTEE THE QUALITY, ACCURACY, AND/OR THE COMPLETENESS OF THE LEHMAN BROTHERS U.S. AGGREGATE INDEX OR ANY DATA INCLUDED THEREIN, OR OTHERWISE OBTAINED BY US, OWNERS OF THE INDEXED DEBT SECURITIES LINKED TO THE LEHMAN BROTHERS U.S. AGGREGATE INDEX, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE LEHMAN BROTHERS U.S. AGGREGATE INDEX IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. LEHMAN BROTHERS INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE LEHMAN BROTHERS U.S. AGGREGATE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LEHMAN BROTHERS INC. HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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Nikkei 225 Index

We have entered into an agreement with NKS providing us and any of our affiliated or subsidiary companies identified in that agreement with a non-exclusive license and, in exchange for a fee, with the right to use the Nikkei 225 Index, which is owned and published by the NKS, in connection with certain securities, including certain of the Indexed Debt Securities described in this prospectus.

Our license agreement with NKS provides that NKS will assume no obligation or responsibility for use of the Nikkei 225 Index by us or our affiliates.

COMPANY DEBT SECURITIES

Bank of America Corporation (which, for purposes of this section of the prospectus entitled “Company Debt Securities”, includes NationsBank Corporation prior to its merger with BankAmerica Corporation in 1998 and NCNB Corporation prior to its merger with C&S/Sovran Corporation in 1991) has issued certain senior debt securities described below (the “Company Senior Securities”) and certain subordinated debt securities described below (the “Company Subordinated Securities,” and together with the Company Senior Securities, the “Company Debt Securities”). The Company Debt Securities were issued under the indentures referred to in the following paragraphs (the “Company Indentures”). The following summary of the provisions of the Company Debt Securities and the Company Indentures is not complete and is qualified in its entirety by the provisions of the applicable Company Indenture. These Company Indentures are exhibits to the registration statement of which this prospectus is a part and are incorporated herein by reference.

We issued the Company Senior Securities under an Indenture dated January 1, 1995 (as supplemented, the “Company Senior Indenture”) between us and The Bank of New York, as successor trustee.

We issued the Company Subordinated Securities under three separate indentures (collectively referred to as the “Company Subordinated Indentures”). We refer to the Company Subordinated Securities issued under the Indenture dated January 1, 1995 (as supplemented, the “1995 Company Subordinated Indenture”) between us and The Bank of New York, as trustee, as the “1995 Company Subordinated Securities.” We refer to the Company Subordinated Securities issued under the Indenture dated November 1, 1992 (as supplemented, the “1992 Company Subordinated Indenture”) between us and The Bank of New York, as trustee, as the “1992 Company Subordinated Securities.” We refer to the Company Subordinated Securities issued under the Indenture dated September 1, 1989 (as supplemented, the “1989 Company Subordinated Indenture”) between us and The Bank of New York, as trustee, as the “1989 Company Subordinated Securities.”

Company Senior Securities

Sale or Issuance of Capital Stock of Banks. The Company Senior Indenture prohibits the issuance, sale, or other disposition of capital stock, or securities convertible into or options, warrants, or rights to acquire capital stock, of any Principal Subsidiary Bank (as defined below) or of any subsidiary which owns shares of capital stock, or securities convertible into or options, warrants, or rights to acquire capital stock, of any Principal Subsidiary Bank, with the following exceptions:

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A “Principal Subsidiary Bank” is defined in the Company Senior Indenture as any bank with total assets equal to more than 10% of our total consolidated assets. As of the date of this prospectus, Bank of America, N.A. is our only Principal Subsidiary Bank.

Waiver of Covenants. The holders of a majority in principal amount of the Company Senior Securities of all affected series then outstanding may waive compliance with some of the covenants or conditions of the Company Senior Indenture, including the covenant described above.

Modification of the Indenture. We and the trustee may modify the Company Senior Indenture with the consent of the holders of at least 66 ²/3% of the aggregate principal amount of all series of Company Senior Securities affected by the modification. However, no modification may extend the fixed maturity of, reduce the principal amount or redemption premium of, or reduce the rate of, or extend the time of payment of, interest on, any security without the consent of each holder affected by the modification. No modification may reduce the percentage of securities that is required to consent to modification without the consent of all holders of the securities outstanding.

In addition, we and the trustee may execute supplemental indentures in some circumstances without the consent of any holders of outstanding Company Senior Securities.

For purposes of determining the aggregate principal amount of the Company Senior Securities outstanding at any time in connection with any request, demand, authorization, direction, notice, consent, or waiver under the Company Senior Indenture, (1) the principal amount of any Company Senior Security issued with OID is that amount that would be due and payable at that time upon an event of default, and (2) the principal amount of a Company Senior Security denominated in a foreign currency or currency unit is the U.S. dollar equivalent on the date of original issuance of that security.

Defaults and Rights of Acceleration. The Company Senior Indenture defines an event of default with respect to a series of Company Senior Securities as any one of the following events:

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If an event of default occurs and is continuing, either the trustee or the holders of 25% in principal amount of the outstanding Company Senior Securities of that series may declare the principal amount, or if the securities were issued with OID, a specified portion of the principal amount, of all Company Senior Securities of that series to be due and payable immediately. The holders of a majority in principal amount of the Company Senior Securities of all series affected, in some circumstances, may annul the declaration of acceleration and waive past defaults.

Collection of Indebtedness. If we fail to pay the principal of, or any premium on, any Company Senior Securities, or if we are over 30 calendar days late on an interest payment on any Company Senior Securities, the trustee can demand that we pay to it, for the benefit of the holders of those securities, the amount which is due and payable on those securities, including any interest incurred because of our failure to make that payment. If we fail to pay the required amount on demand, the trustee may take appropriate action, including instituting judicial proceedings against us. In addition, the holder of any Company Senior Security also may file suit to enforce our obligation to pay principal, any premium, interest, or any other amounts due on that security regardless of the actions taken by the trustee.

The holders of a majority in principal amount of each series of Company Senior Securities then outstanding may direct the time, method, and place of conducting any proceeding for any remedy available to the trustee under the Company Senior Indenture, but the trustee will be entitled to receive from the holders a reasonable indemnity against expenses and liabilities.

We are required periodically to file with the trustee a certificate stating that we are not in default under any of the terms of the Company Senior Indenture.

Paying Agent. We have designated the principal corporate trust offices of The Bank of New York in New York City as the place in the United States where the Company Senior Securities that are denominated in U.S. dollars may be presented for payment. We have designated the office of The Bank of New York in the City of London as the place where the Company Senior Securities that are denominated in euro may be presented for payment. Payments of principal and interest on Company Senior Securities denominated in euro normally will be made in euro, unless the euro is not available to us due to circumstances beyond our control, in which case we may make the payment in U.S. dollars using an exchange rate determined by the exchange rate agent in its sole discretion.

Outstanding Company Senior Securities

The principal terms of each series of Company Senior Securities outstanding as of the date of this prospectus are set forth below. Interest on each series accrues at the annual rate indicated in the title of the series (or, with respect to medium-term notes, in the description of each issue) and is payable on the indicated interest payment dates to the registered holders on the preceding record date. Our outstanding series of Company Senior Securities are subject to increase in certain circumstances, depending on market conditions and the date on which such series originally was issued.

Where we indicate below that some of the Company Senior Securities may be redeemed “for tax reasons,” we mean that we may redeem 100% of the principal amount plus accrued interest up to the redemption date, in whole but not in part, at any time upon not less than 30 calendar nor more than 60 calendar days’ notice, if we have or will become obligated to pay “additional amounts” as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or any authority of the United States having power to tax, or

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any change in the application or official interpretation of these laws or regulations, on or after the date we agreed to issue the securities. An obligation to pay additional amounts means we must pay the beneficial owner of any security that is a non-United States person an additional amount in order to ensure that every net payment on that security will be not less, due to payment of United States withholding tax, than the amount then due and payable.

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Floating rate callable senior notes, due August 2008

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4 ⁵/8% senior notes, due 2014

3 ³/8% senior notes, due 2009

4 ¹/4% senior notes, due 2010

3 ¹/4% senior notes, due 2008

3 ⁵/8% senior notes, due 2008

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4 ⁷/8% senior notes, due 2013

3 ⁷/8% senior notes, due 2008

3.761% senior notes, due 2007

5 ¹/8% senior notes, due 2014

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4 ⁷/8% senior notes, due 2012

6 ¹/4% senior notes, due 2012

5 ¹/4% senior notes, due 2007

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Senior Medium Term Notes

As of the date of this prospectus, several series of the Company’s Senior Medium-Term Notes are outstanding under the Company Senior Indenture, including various tranches of fixed-rate notes, floating rate notes, and Indexed Debt Securities, as described below. As used in this prospectus, “bps” means basis points. One basis point equals 0.01%. For example, 25.0 bps is equal to 0.25%.

Of the Company Senior Medium-Term Notes described below, the following aggregate principal amounts of the different series are outstanding as of the date of this prospectus: (1) $65.0 million aggregate principal amount of our Senior Medium-Term Notes, Series E; (2) $80.0 million aggregate principal amount of Senior Medium-Term Notes, Series F; (3) $333.4 million aggregate principal amount of our Senior Medium-Term Notes, Series G; (4) $230.8 million aggregate principal amount of our Senior Medium-Term Notes, Series H; (5) $356.0 million aggregate principal amount of our Senior Medium-Term Notes, Series I; (6) $1,323.1 million aggregate principal amount of our Senior Medium-Term Notes, Series J; and (7) $7,592.2 million aggregate principal amount of our Senior Medium-Term Notes, Series K.

Fixed Rate Notes

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Floating Rate Notes

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Indexed Debt Securities

Equity Appreciation Growth LinkEd Securities “Index EAGLES^®”. Each issue of our Index EAGLES^® outstanding as of the date of this prospectus is described below. This paragraph describes the general terms of each of these issuances. With respect to each issue: There are no periodic payments of interest prior to maturity. At maturity, holders will receive the principal amount of the notes and may receive a supplemental redemption amount determined by reference to the applicable index (“Specified Index”). Subject to a minimum supplemental redemption amount in certain cases (“Minimum Return”), the supplemental redemption amount, if any, will be equal to the product of (1) the principal amount of the notes, and (2) the applicable index return (“Index Return”). The Index Return is equal to (1) the product of 1.00 plus the periodic return for each of a specified number of reference periods minus (2) 1.00. The periodic return of the Specified Index for each reference period will be equal to a fraction, the numerator of which is equal to (1) the closing level of the Specified Index on the last day of that reference period minus (2) the closing level of the Specified Index on the last day of the immediately preceding reference period (or, in the case of the initial reference period, the specified initial closing level of the Specified Index (“Specified Initial Level”)), and the denominator of which is the closing level of the Specified Index on the last day of the immediately preceding reference period (or, in the case of the initial reference period, the Specified Initial Level). The periodic return for each reference period may be subject to a return cap (“Return Cap”). The last day of each reference period, or the reset date, and the maturity date may be postponed if specified market disruption events occur. Each issue of our Index EAGLES^® is principal protected, and in no event will the supplemental redemption amount be less than zero. We have appointed our affiliate, Banc of America Securities LLC, to act as calculation agent for purposes of determining the supplemental redemption amount for each issue of Index EAGLES^®. The Index EAGLES^® are not redeemable by us at our option or repayable at the option of the holder prior to maturity.

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