62-02-BAC-2009-10-K


Чтобы посмотреть этот PDF файл с форматированием и разметкой, скачайте его и откройте на своем компьютере.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Neil A. Cotty, state and attest that:
(1)
I am the Interim Chief Financial Officer and Chief Accounting Officer of Bank of America Corporation (the “Registrant”).
(2)
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

The Annual Report on Form 10-K of the Registrant for the year ended December 31, 2009 (the “periodic report”) containing financial
statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and

the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the
Registrant as of, and for, the periods presented.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Brian T. Moynihan, state and attest that:
(1)
I am the Chief Executive Officer of Bank of America Corporation (the “Registrant”).
(2)
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

the Annual Report on Form 10-K of the Registrant for the year ended December 31, 2009 (the “periodic report”) containing financial
statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and

the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the
Registrant as of, and for, the periods presented.
Name:
/s/ Brian T. Moynihan
Title:
Date:
Chief Executive Officer
February 26, 2010
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
for the Interim Chief Financial Officer
I, Neil Cotty, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Bank of America Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
for the Chief Executive Officer
I, Brian T. Moynihan, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Bank of America Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over financial reporting; and
BANK OF AMERICA CORPORATION
BOARD OF DIRECTORS
RESOLUTIONS
January 27, 2010
Annual Report on Form 10-K
FURTHER RESOLVED, that Teresa M. Brenner, Alice A. Herald and Edward P. O’Keefe be, and each of them with full power to act
without the other hereby is, authorized and empowered to prepare, execute, deliver and file the 2009 Form 10-K and any amendment or
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of Bank of America Corporation and the several undersigned officers and directors
whose signatures appear below, hereby makes, constitutes and appoints Teresa M. Brenner, Alice A. Herald and Edward P. O’Keefe, and each of them
acting individually, its, his and her true and lawful attorneys with power to act without any other and with full power of substitution, to prepare, execute,
deliver and file in its, his and her name and on its, his and her behalf, and in each of the undersigned officer’s and director’s capacity or capacities as shown
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in:

the Registration Statements on Form S-3 (Nos. 333-158663; 333-155381; 333-152418; 333-133852; 333-112708; 333-123714; 333-70984;
333-15375; 333-18273; 333-97157; 333-97197; 333-83503; 333-07229; 333-51367; 033-57533; 033-30717; 033-49881; 333-13811;
333-47222; 333-64450; and 333-104151);

the Registration Statements on Form S-8 (Nos. 333-163002; 333-157085; 333-133566; 333-121513; 333-69849; 333-81810; 333-53664;
333-102043; 333-102852; 333-65209; 033-45279; 002-80406; 333-02875; 033-60695; and 333-58657);

and the Post-Effective Amendments on Form S-8 to Registration Statements on Form S-4 (Nos. 333-153771; 333-149204; 333-127124;
333-110924; 033-43125; 033-55145; 033-63351; 033-62069; 033-62208; 333-16189; 333-60553; and 333-40515)
of Bank of America Corporation of our report dated February 26, 2010 relating to the financial statements and the effectiveness of internal control over
financial reporting, which appears in this Form 10-K.
Charlotte, North Carolina
February 26, 2010
Charlotte, NC
Delaware
Wave Lending Holdings Limited
London, U.K.
England & Wales
Wave Lending Limited
London, U.K.
England
Wave Mortgages Limited
London, U.K.
England
Waverly Partners Inc.
New York, NY
Delaware
Waxhaw Park Investments LLC
Charlotte, NC
Delaware
WCH Limited Partnership
Dallas, TX
Texas
WD Georgia LLC
New York, NY
Georgia
WD South Carolina, LLC
New York, NY
South Carolina
Wellington Land Company, Inc.
Baltimore, MD
Delaware
Wellington Park/Lewisville, Inc.
Dallas, TX
Texas
Wendover Lane II, Inc.
Charlotte, NC
Delaware
Wendover Lane LLC
Charlotte, NC
Delaware
West Trade, LLC
Charlotte, NC
North Carolina
Luxembourg, Luxembourg
Luxembourg
Tinfoil B.V.
Charlotte, NC
North Carolina
Southquay Finance Limited
London, U.K.
Cayman Islands
Southstar Holding Corp.
New York, NY
Delaware
Southstar I, LLC
New York, NY
Delaware
Southstar II, LLC
New York, NY
Delaware
Southstar III, LLC
New York, NY
Delaware
Southstar IV, LLC
New York, NY
Delaware
Southstar V, LLC
New York, NY
Delaware
Sovran Capital Management Corporation
Richmond, VA
Virginia
Baltimore, MD
Maryland
Roszel Advisors, LLC
Pennington, NJ
Delaware
Ruby Aircraft Leasing and Trading Limited
London, U.K.
United Kingdom
S.N.C. Nominees Limited
London, U.K.
England
Charlotte, NC
Nevada
Silvertree Australian Investments Pty Limited
Sydney, New South Wales, Australia
Australia
Silverwood (FP) Limited
London, U.K.
Cayman Islands
Simmons Canyon Partners, LLC
New York, NY
Delaware
Sky Financial Securitization Corp. V
Dover, DE
Delaware
Sky Financial Securitization Corp. VI
Dover, DE
Delaware
Sky Financial Securitization Corp. VII
Dover, DE
Delaware
Smith Bros Limited
London, U.K.
England
Smith Bros Nominees Limited
London, U.K.
England
Smith Bros Participations Limited
London, U.K.
England
Smother, LLC
San Francisco, CA
Delaware
SNC Farringdon International (Holdings) BV
Charlotte, NC
Delaware
PPM Spyglass Funding Trust
Wilmington, DE
Delaware
Premium Credit Limited
Epsom, United Kingdom
England
Premium Credit Receivables Limited
Epsom, United Kingdom
England
Premium Residence Tokutei Mokuteki Kaisha
Tokyo, Japan
Japan
Charlotte, NC
Delaware
OOO Merrill Lynch Securities
Moscow, Russia
Russia
Operadora de Derivados Sanatander, S.A. de C.V.
Mexico City, Mexico
Mexico
Orix Funding LLC
Charlotte, NC
Delaware
Orta S.r.l.
Rome, Italy
Italy
Ortensia S.r.l.
Rome, Italy
Italy
Oshkosh/McNeilus Financial Services Partnership
Dodge Center, MN
California
OSP Funding LLC
Charlotte, NC
Delaware
Ostseeklinik Poel GmbH & Co. KG
Poel, Germany
Germany
Charlotte, NC
Delaware
NB Finance Lease, Inc.
San Francisco, CA
Delaware
NB Funding Company LLC
Charlotte, NC
Delaware
NB Holdings Corporation
Charlotte, NC
Delaware
NB International Finance B.V.
New York, NY
Delaware
MLHRE Incorporated
New York, NY
Delaware
mlib (historic)
London, U.K.
England
MLIM Capital Limited
London, U.K.
England
MLIM Investments Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
MLIS Limited
London, U.K.
England
MLMBCAV, Inc.
New York, NY
Delaware
MLMCI Ohio, Inc.
New York, NY
Ohio
MLMCI, LLC
New York, NY
Delaware
MLML Subdebt Holding LLC
New York, NY
Delaware
MLOC European Real Estate S.a.r.l.
Luxembourg, Luxembourg
Luxembourg
MLOCG European Real Estate S.a.r.l.
Luxembourg, Luxembourg
Luxembourg
MLP Nominees Pty Limited
Melbourne, Victoria, Australia
Australia
MLRBB SAS
Paris, France
France
MLRE II Incorporated
New York, NY
Delaware
MLWert 1 Sarl
Luxembourg, Luxembourg
Luxembourg
MLWert 2 Sarl
Luxembourg, Luxembourg
Luxembourg
MLWert 3 Sarl
Luxembourg, Luxembourg
Luxembourg
MLWert 4 Sarl
Luxembourg, Luxembourg
Luxembourg
MLWert Holdings Sarl
Luxembourg, Luxembourg
Luxembourg
MM3 HY Funding LLC
Charlotte, NC
Delaware
MMoney, LLC
San Francisco, CA
Delaware
MMovie Star Movie, LLC
San Francisco, CA
Delaware
MNB Smartcard Technologies, Inc.
Farmington Hills, MI
Michigan
Modena 2004-1 LLC
New York, NY
Delaware
Modena 2004-2 LLC
New York, NY
Delaware
Modena 2004 Business Trust
New York, NY
Nevada
Modena 2004 Holding LLC
New York, NY
Delaware
Modena 2004 Parent Trust
New York, NY
Delaware
Modena Newcorp, Inc.
New York, NY
Delaware
Mohawk River Funding II, L.L.C.
Houston, TX
Delaware
MOIL Corporation
Wilton, CT
Delaware
New York, NY
Delaware
ML Spider
George Town, Grand Cayman, Cayman Is.
Cayman Islands
ML ST/PCV LLC
New York, NY
Delaware
New York, NY
Delaware
ML Invest Holdings
London, U.K.
England
ML Invest, Inc.
New York, NY
Delaware
ML Invest Scotland Finance II Limited Partnership
Edinburgh, Scotland
Scotland
ML Invest Scotland Finance III Limited Partnership
Edinburgh, Scotland
Scotland
ML Invest Scotland Finance Limited Partnership
Edinburgh, Scotland
Scotland
ML Knight 2003 Holding Corp.
New York, NY
Cayman Islands
ML Knight 2003 Investor Corp.
New York, NY
Cayman Islands
ML Larch
George Town, Grand Cayman, Cayman Is.
Cayman Islands
St. Helier, Jersey, Channel Islands
Jersey
ML Credit Trading (Jersey) Limited
St. Helier, Jersey, Channel Islands
Jersey
ML Credit Trading Mosel Limited
St. Helier, Jersey, Channel Islands
Jersey
ML Cruzeiro Cayman BRL Inc.
New York, NY
Cayman Islands
ML Dover Properties, Inc.
New York, NY
Delaware
ML EMEA Holdings II LLC
New York, NY
Delaware
ML EMEA Holdings LLC
New York, NY
Delaware
ML EMGF Mosel S.a.r.l.
Luxembourg, Luxembourg
Luxembourg
ML Employees LBO Managers, Inc.
New York, NY
Delaware
ML Energy Fund Management, LLC
Houston, TX
Delaware
ML Energy Investment Corp.
Grand Cayman, Cayman Islands
Cayman Islands
ML Energy Investment Fund Upstream (PNG) Pty Ltd
Sydney, NSW, Australia
Australia
ML Energy Partners, LLC
Houston, TX
Delaware
ML Equity Holdings LLC
New York, NY
Delaware
ML Equity Solutions Jersey Limited
St. Helier, Jersey, Channel Islands
Jersey
ML European Asian R.E. Fund U.S. Investment Advisor, L.L.C.
New York, NY
Delaware
ML European R.E. Fund (ML), L.P.
New York, NY
England
ML European R.E. Fund (T.E.), L.P.
New York, NY
England
ML European R.E. Fund (U.S.T.), L.P.
New York, NY
Delaware
ML European R.E. Fund C.I.M.P., L.P.
New York, NY
Delaware
ML European R.E. Fund C.I.P., L.P.
New York, NY
Delaware
ML European R.E. Fund C.I.R.P., L.P.
New York, NY
Delaware
ML European R.E. Fund GP II, L.P.
New York, NY
Delaware
ML European R.E. Fund GP, L.L.C.
New York, NY
Delaware
ML European R.E. Fund GP, L.P.
New York, NY
Delaware
ML European R.E. Fund M.L.P., L.P.
New York, NY
Delaware
ML European R.E. Fund ML C.I., L.P.
New York, NY
England
ML European Real Estate Fund (German), L.P.
New York, NY
England
ML Film Entertainment International Inc.
New York, NY
Delaware
ML Florido Cayman MX Inc.
New York, NY
Cayman Islands
ML FPL Holdings, LLC
New York, NY
Delaware
ML Fund Administrators Inc.
New York, NY
Delaware
ML GBP Hold Co LLC
New York, NY
Delaware
ML GBP Investments, Inc.
New York, NY
Delaware
ML GCRE GP, L.L.C.
New York, NY
Delaware
ML GCRE IBK LLC
New York, NY
Delaware
ML GCRE LPH LLC
New York, NY
Delaware
ML Global Private Equity Fund, L.P.
New York, NY
Cayman Islands
ML Global Private Equity Partners, L.P.
New York, NY
Cayman Islands
ML Hannibal Properties Corp.
New York, NY
Delaware
ML Hayden Trust
George Town, Grand Cayman, Cayman Is.
Cayman Islands
ML Hedge Fund Ventures
New York, NY
Cayman Islands
ML Hedge Fund Ventures II
New York, NY
Cayman Islands
ML Hillyer, LLC
New York, NY
Delaware
ML Houston GP, Inc.
New York, NY
Delaware
ML Houston Ltd.
New York, NY
Texas
ML Houston Mezz LLC
New York, NY
Delaware
ML IBK Positions, Inc.
New York, NY
Delaware
ML Infrastructure Holdings II Ltd.
New York, NY
Cayman Islands
ML Infrastructure Holdings LLC
New York, NY
Delaware
ML Infrastructure Holdings Ltd.
New York, NY
Cayman Islands
ML Infrastructure Holdings S.ar.l.
New York, NY
Luxembourg
ML Insurance (IOM) Limited
Douglas, Isle of Man
Isle of Man
ML Invest Finance II, L.L.C.
New York, NY
Delaware
29
Pennington, NJ
Delaware
ML 300 Spear LLC
New York, NY
Delaware
ML Aberdare
George Town, Grand Cayman, Cayman Is.
Cayman Islands
ML Aeolus Co-Invest Ltd.
New York, NY
Cayman Islands
Edinburgh, Scotland
Scotland
Merrill Lynch Securities (Taiwan) Ltd.
Taipei, Taiwan
Taiwan
Merrill Lynch Securities (Thailand) Limited
Bangkok, Thailand
Thailand
London, U.K.
Delaware
Merrill Lynch Middle East Holdings III, L.L.C.
London, U.K.
Delaware
Merrill Lynch Middle East Holdings IV, L.L.C.
London, U.K.
Delaware
London, U.K.
England
Merrill Lynch International Bank Limited
Dublin, Ireland
Ireland
Merrill Lynch International Capital Management (Guernsey) II Limited
Guernsey, Channel Islands
Guernsey
Merrill Lynch International Capital Management (Guernsey) Limited
Guernsey, Channel Islands
Guernsey
Merrill Lynch International & Co. C.V.
New York, NY
Cayman Islands
Merrill Lynch Europe S.A.
New York, NY
Panama
London, U.K.
England
Merrill Lynch Canada Credit Inc.
Toronto, Ontario, Canada
Canada
Merrill Lynch Canada Finance Company
Toronto, Ontario, Canada
Canada
Merrill Lynch Canada Holdings Company
Toronto, Ontario, Canada
Canada
Merrill Lynch Canada Inc.
Toronto, Ontario, Canada
Canada
Merrill Lynch Canada Services Inc.
Toronto, Ontario, Canada
Canada
Merrill Lynch Capital Canada Inc.
Toronto, Ontario, Canada
Canada
Merrill Lynch Capital Corporation
New York, NY
Delaware
Wilmington, DE
Delaware
MBNA Capital D
Wilmington, DE
Delaware
MBNA Capital E
Wilmington, DE
Delaware
MBNA Community Development Corporation
Wilmington, DE
Delaware
MBNA Direct Limited
Chester, England
England
MBNA Dublin Properties Limited
Dublin, Ireland
England
MBNA Europe Bank Limited
Chester, England
United Kingdom
MBNA Europe Finance Limited
Chester, England
Guernsey
MBNA Europe Funding, PLC
Chester, England
United Kingdom
MBNA Europe Holdings Limited
Chester, England
United Kingdom
MBNA Funding Company Limited
Chester, England
England & Wales
MBNA Global Services Limited
Chester, England
United Kingdom
MBNA Indian Services Private Limited
Bangalore, India
India
MBNA International Properties Limited
Chester, England
England
MBNA Ireland Limited
Carrick-on-Shannon, Ireland
Ireland
MBNA Luxembourg Holdings S.a.r.l.
Grand Duchy of Luxembourg, Luxembourg
Luxembourg
Labuan, Malaysia
Malaysia
KML II Holdings Co., Ltd.
Labuan, Malaysia
Malaysia
Korea Ranger Limited
Seoul, Korea
Korea
L.A. Funding LLC
Charlotte, NC
Delaware
Laguna Funding LLC
Charlotte, NC
Delaware
Lake Forest Holding Company
Baltimore, MD
Virginia
LandSafe Appraisal Services, Inc.
Plano, TX
California
LandSafe Credit, Inc.
Rosemead, CA
California
LandSafe Default, Inc.
Rosemead, CA
Pennsylvania
Port Louis, Mauritius
Mauritius
Industrial Investment Corporation
Baltimore, MD
Rhode Island
Inmobiliaria de Lerma y Amazonas, S.A. de C.V.
Mexico City, Mexico
Mexico
Institucion Financiera Externa Merrill Lynch Bank Uruguay S.A.
Montevideo, Uruguay
Uruguay
Instituto Santander Serfin, A.C.
Mexico City, Mexico
Mexico
International Special Situations Holdings C.V.
George Town, Grand Cayman, Cayman Is.
Mexico City, Mexico
Mexico
Grupo Financiero Santander, S.A. de C.V.
Mexico City, Mexico
Mexico
GTVBI, Inc.
Port Louis, Mauritius
Mauritius
Hachiko, LLC
San Francisco, CA
Delaware
Hampton Funding LLC
Charlotte, NC
Delaware
Hannibal Associates, L.P.
New York, NY
Delaware
Hannibal Properties Corp.
New York, NY
Delaware
Hanover Holdings Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
Harbour Directors I Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
Harbour Directors II Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
Harbour Nominees Ltd.
George Town, Grand Cayman, Cayman Is.
Cayman Islands
Sao Paulo, Brazil
Brazil
Fundo de Investimento Financeiro Multimercado Agata
Sao Paulo, Brazil
Brazil
Fundo de Investimento Financeiro Multimercado Diamond
Sao Paulo, Brazil
Brazil
Fundo de Investimento Financeiro Multimercado Iceberg
Sao Paulo, Brazil
Brazil
Fundo de Investimento Financeiro Multimercado Verona
Sao Paulo, Brazil
Brazil
Future Check LLC
Charlotte, NC
Delaware
Galante S.a.r.l.
Luxembourg, Luxembourg
Luxembourg
GALCO B.V.
Stamford, CT
Delaware
Excelsior Buyout Partners, LLC
Stamford, CT
Delaware
F. R. Holdings, Inc.
San Francisco, CA
Nevada
Fairfield Nominees Ltd.
George Town, Grand Cayman, Cayman Is.
Cayman Islands
Fallon Lane II, Inc.
Charlotte, NC
Delaware
Fallon Lane LLC
Charlotte, NC
Delaware
FBF Insurance Agency, Inc.
Avon, MA
Montevideo, Uruguay
Uruguay
Eaglewood Apartments, LLC
Tampa, FL
Florida
Eaglewood Course Development, LLC
Tampa, FL
Florida
Eban Incorporated
Dallas, TX
Texas
Eban Village I, Ltd.
Dallas, TX
Texas
Eban Village II, Ltd.
Dallas, TX
Texas
Echo Canyon Park LLC
Charlotte, NC
Delaware
Edificaciones Arendonk, S.L.
Madrid, Spain
Spain
Edward IV, LLC
New York, NY
Delaware
EFP (Cayman) Funding 2006-1 Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
EFP (Cayman) Funding 2006-2 Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
EFP (Cayman) Funding 2006-3 Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
EFP (Cayman) Funding I Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
EFP (Cayman) Funding II Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
EFP (Hong Kong) Funding I Limited
Hong Kong, SAR
Hong Kong, PRC
EFP (Hong Kong) Funding II Partnership
Hong Kong, SAR
Hong Kong, PRC
Manchester, United Kingdom
United Kingdom
Destination Hotels International Co., Ltd.
Hong Kong, Hong Kong
Thailand
Destination Hotels International Ltd.
Bangkok, Thailand
Virgin Islands
Destination Properties (Cha-Am) Co., Ltd.
Bangkok, Thailand
Thailand
Destination Properties (Eastern Seaboard) Co., Ltd.
Bangkok, Thailand
Thailand
DFO Partnership
San Francisco, CA
New York
Diamond Springs Trading LLC
Charlotte, NC
Delaware
Diversified Global Futures Fund LLC
New York, NY
Delaware
Chicago, IL
Delaware
Continental Servicios Corporativos, S.A. de C.V.
Mexico City, Mexico
Mexico
Las Vegas, NV
Delaware
Carlow Holdings Trust
Dublin, Ireland
Ireland
Carolina Investments Limited
London, U.K.
United Kingdom
Carrara Lane Pty Limited
Charlotte, NC
Australia
Carringgate Limited
London, U.K.
United Kingdom
Casa de Bolsa Santander, S.A. de C.V.
Mexico City, Mexico
Mexico
Caswell Park, Inc.
Charlotte, NC
Delaware
Catherine III, LLC
New York, NY
Delaware
CBT Realty Corporation
Providence, RI
Connecticut
Central Park Development Group, LLC
Tampa, FL
Florida
George Town, Grand Cayman, Cayman Is.
Cayman Islands
Blue Ridge Investments, L.L.C.
Charlotte, NC
Delaware
Bluejay LLC
New York, NY
Delaware
Bluestar Holdings Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
New York, NY
Delaware
Bullseye Global Real Estate Partners LP
New York, NY
Delaware
Bullseye Holdco I LLC
New York, NY
Delaware
Bullseye Holdco II LLC
New York, NY
Delaware
Bullseye Real Estate Advisors LLC
New York, NY
Delaware
Bullseye Real Estate Associates LP
New York, NY
Delaware
Business Lenders, LLC
New York, NY
Delaware
C&S Premises-SPE, Inc.
Charlotte, NC
North Carolina
Chicago, IL
Delaware
BankAmerica Nominees (1993) Pte Ltd.
Singapore, Singapore
Singapore
BankAmerica Nominees (Hong Kong) Ltd.
Hong Kong, PRC
Hong Kong, PRC
BankAmerica Nominees (Singapore) Pte. Ltd.
Singapore, Singapore
Singapore
BankAmerica Nominees Limited (London)
London, U.K.
United Kingdom
BankAmerica Realty Finance, Inc.
Los Angeles, CA
Delaware
BankAmerica Realty Services, Inc.
San Francisco, CA
Delaware
Boston, MA
Delaware
BancBoston Capital ICP Partners 3-A L.P.
Boston, MA
Delaware
BancBoston Capital ICP Partners LP
Boston, MA
Delaware
San Francisco, CA
Delaware
Banc of America Financial Products, Inc.
Chicago, IL
Delaware
Banc of America FSC Holdings, Inc.
San Francisco, CA
Delaware
Banc of America Funding Corporation
Charlotte, NC
Delaware
Banc of America Funding LLC
Charlotte, NC
Delaware
Charlotte, NC
Delaware
BANA GECMC 2003-C2 SB 1 LLC
Charlotte, NC
Delaware
BANA GECMC 2004-C1 SB 1 LLC
Charlotte, NC
Delaware
BANA GECMC 2004-C3 SB 1 LLC
Charlotte, NC
Delaware
BANA GECMC 2005-C1 SB 1 LLC
Charlotte, NC
Delaware
BANA GECMC 2005-C2 SB 1 LCL
Charlotte, NC
Delaware
BANA Holding Corporation
Charlotte, NC
Delaware
BANA LP, LLC
Calabasas, CA
Delaware
BANA MLMT 2004-MKB1 SB 1 LLC
Charlotte, NC
Delaware
BANA MLMT 2005-MKB2 SB 1 LLC
Charlotte, NC
Delaware
BANA NLFC 1998-2 SB 1 LLC
Charlotte, NC
Delaware
BANA NLFC 1999-1 SB 1 LLC
Charlotte, NC
Delaware
BANA NLFC 1999-2 SB 1 LLC
Charlotte, NC
Delaware
BANA OR Mortgage Company
Charlotte, NC
Delaware
BANA Residuals, LLC
Charlotte, NC
Delaware
BANA RI Mortgage Company
Charlotte, NC
Delaware
BANA Swiss Funding S.a.r.l. Limited
Luxembourg, Luxembourg
England & Wales
BANA TENTH VENTURE SB 1 LLC
Charlotte, NC
Delaware
Banc of America Advisory Services, LLC
Charlotte, NC
Delaware
Banc of America Arena Community Development LLC
Charlotte, NC
Delaware
Banc of America Bridge LLC
Charlotte, NC
Delaware
Banc of America California Community Venture Fund, LLC
Chicago, IL
Delaware
Banc of America Capital Access Funds Management A, L.P.
Chicago, IL
Delaware
Banc of America Capital Access Funds Management, LLC
Chicago, IL
Delaware
Banc of America Capital Holdings V, L.P.
Charlotte, NC
Delaware
Banc of America Capital Holdings, L.P.
Charlotte, NC
Delaware
Banc of America Capital Investors SBIC, L.P.
Charlotte, NC
Delaware
Banc of America Capital Investors V, L.P.
Charlotte, NC
Delaware
Banc of America Capital Investors, L.P.
Charlotte, NC
Delaware
Banc of America Capital Management (Ireland), Limited
Dublin, Ireland
Ireland
Banc of America Card Servicing Corporation
Phoenix, AZ
Arizona
Banc of America CDC Special Holding Company, Inc.
Charlotte, NC
North Carolina
Banc of America CDE I, LLC
Baltimore, MD
Delaware
Banc of America CDE II, LLC
Baltimore, MD
Delaware
Banc of America CDE III, LLC
Charlotte, NC
North Carolina
Banc of America CDE IV, LLC
Charlotte, NC
North Carolina
Banc of America CDE V, LLC
Charlotte, NC
North Carolina
Banc of America CDE, LLC
Baltimore, MD
Maryland
Banc of America Co-Invest Fund 2001, L.P.
Chicago, IL
Delaware
Banc of America Co-Invest Fund 2002, L.P.
Chicago, IL
Delaware
Banc of America Commercial, LLC
New York, NY
Georgia
Banc of America Commercial Mortgage Inc.
Charlotte, NC
Delaware
Banc of America Community Development Corporation
Charlotte, NC
North Carolina
Banc of America Community Holdings, Inc.
Charlotte, NC
Missouri
Banc of America Community Housing Investment Fund II LLC
Chicago, IL
Delaware
Banc of America Community Housing Investment Fund LLC
Chicago, IL
Delaware
Banc of America Consumer Card Holdings Corporation
Charlotte, NC
North Carolina
Banc of America Consumer Card Services, LLC
Charlotte, NC
North Carolina
Banc of America Development, Inc.
Charlotte, NC
Missouri
Banc of America Dutch Auction Preferred Corporation
Charlotte, NC
Delaware
Banc of America E-Commerce Holdings, Inc.
Charlotte, NC
Delaware
7
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2004-3 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2004-4 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2004-5 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2004-6 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2005-1 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2005-2 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2005-3 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2005-4 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2005-5 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2005-6 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BACM 2006-4 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER BOA-FUNB 2001-3 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER CSFB 2002-CKS4 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER DORADO/ALVARADO SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECCMC 2002-2 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECCMC 2002-3 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECMC 2003-C1 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECMC 2003-C1 TRIZEC SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECMC 2003-C2 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECMC 2004-C1 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECMC 2004-C3 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECMC 2005-C1 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER GECMC 2005-C2 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER MLMT 2004-MKB1 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER MLMT 2005-MKB2 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER NLFC 1998-2 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER NLFC 1999-1 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER NLFC 1999-2 SB 1 LLC
Charlotte, NC
Delaware
BANA DEFEASANCE MANAGER TENTH VENTURE SB 1 LLC
Charlotte, NC
Delaware
BANA DORADO/ALVARADO SB 1 LLC
Charlotte, NC
Delaware
BANA GA Mortgage Company
Charlotte, NC
Delaware
BANA GECCMC 2002-2 SB 1 LLC
Charlotte, NC
Delaware
BANA GECCMC 2002-3 SB 1 LLC
Charlotte, NC
Delaware
BANA GECMC 2003-C1 SB 1 LLC
Charlotte, NC
Delaware
6
Gloucestershire, U.K.
United Kingdom
BALI Funding Luxembourg Limited
Luxembourg, Luxembourg
United Kingdom
Balkhouse Properties Corp.
New York, NY
Tennessee
Ballantyne Funding LLC
Charlotte, NC
Delaware
Baltic Funding LLC
Charlotte, NC
Delaware
BAMM Funding I LLC
Charlotte, NC
Delaware
BAMS Solutions, Inc.
Louisville, KY
Ohio
BANA (#1) LLC
Charlotte, NC
Delaware
BANA (Gilbraltar) Holdings Limited
Gibraltar, Gibraltar
Gibraltar
BANA Alberta Funding Company, ULC
Calgary, Alberta, Canada
Canada
BANA BACM 2000-1 SB 1 LLC
Charlotte, NC
Delaware
BANA BACM 2000-2 SB 1 LLC
Charlotte, NC
Delaware
BANA BACM 2001-1 SB 1 LLC
Charlotte, NC
Delaware
BANA BACM 2001-PB1 SB 1 LLC
Charlotte, NC
Delaware
BANA BACM 2002-2 SB 1 LLC
Charlotte, NC
Delaware
BANA BACM 2002-PB2 SB 1 LLC
Charlotte, NC
Delaware
BANA BACM 2003-1 SB 1 LLC
Charlotte, NC
Delaware
Chicago, IL
Delaware
BAC CCC Private Equity Investments, Inc.
Chicago, IL
Delaware
BAC Field Services Corporation
Simi Valley, CA
California
BAC Funding Consortium, Inc.
Miami, FL
Florida
BAC Funding, Inc.
Charlotte, NC
Delaware
BAC GP, LLC
Calabasas, CA
Nevada
BAC Home Loans Servicing, LP
Plano, TX
Texas
BAC LB Capital Funding LLC I
Chicago, IL
Delaware
BAC LB Capital Funding LLC II
Chicago, IL
Delaware
BAC LB Capital Funding Trust I
Chicago, IL
Delaware
BAC LB Capital Funding Trust II
Chicago, IL
Delaware
BAC LB Holding LLC I
Chicago, IL
Delaware
BAC LB Holding LLC II
Chicago, IL
Delaware
BAC LB Preferred Exchange LLC I
Chicago, IL
Delaware
BAC LB Preferred Exchange LLC II
Chicago, IL
Delaware
BAC LB Preferred Holding LLC I
Chicago, IL
Delaware
BAC LB Preferred Holding LLC II
Chicago, IL
Delaware
BAC Mezzanine Management I, L.P.
Chicago, IL
Delaware
BAC Mezzanine Management III, L.P.
Chicago, IL
Delaware
BAC Mezzanine Management, Inc.
Chicago, IL
Illinois
BAC North America Holding Company
Charlotte, NC
Delaware
BAC NUBAFA, Inc.
San Francisco, CA
Delaware
Charlotte, NC
Delaware
BA Custodial Services (Jersey) Limited
St. Helier, Jersey, Channel Islands
Channel Islands
BA Direct Investment Fund M, L.P.
Chicago, IL
Delaware
BA Electronic Data Processing (Guangzhou) Ltd.
Guangzhou, PRC
People’s Republic of China
BA Employment Services Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
BA Equity Co-Invest GP, LLC
Charlotte, NC
Delaware
BA Equity Holdings, L.P.
Charlotte, NC
Delaware
BA Equity Investors, Inc.
Chicago, IL
North Carolina
BA Finance Ireland Limited
Dublin, Ireland
Ireland
BA Financial Trading (Luxembourg) Limited
Luxembourg, Luxembourg
Cayman Islands
BA Fund Services (Cayman) Limited
George Town, Grand Cayman, Cayman Is.
Cayman Islands
BA Fund Services (Jersey) Limited
St. Helier, Jersey, Channel Islands
Channel Islands
BA Global Funding Inc.
George Town, Grand Cayman, Cayman Is.
Cayman Islands
BA GSS International B.V.
BANK OF AMERICA CORPORATION
DIRECT AND INDIRECT SUBSIDIARIES AS OF 12/31/09
Name
Location
Jurisdiction
Ratio of Earnings to Fixed Charges
Ratio of Earnings to Fixed Charges and Preferred Dividends
Exhibit 12
Year Ended December 31
(Dollars in millions)
2009
2008
2007
2006
2005
Excluding Interest on Deposits
Income before income taxes
$
4,360
$
4,428
$
$
$
Equity in undistributed earnings of unconsolidated subsidiaries
(1,833
(144
(95
(315
(151
Fixed charges:
Interest expense
23,000
25,074
34,778
29,514
18,397
General Information:
Date of Securities Purchase Agreement:
January 15, 2009
Name of the Company:
Bank of America Corporation
Corporate or other organizational form of the Company:
Corporation
Jurisdiction of organization of the Company:
Delaware
Number and series of preferred stock issued to the Investor at the Closing:
U
OF
THE
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
December 9, 2009
Ladies and Gentlemen:
Reference is made to that certain Securities Purchase Agreement (the “
Investor wire information for payment of purchase price:
ABA Number:
021 000 018
Bank:
The Bank of New York Mellon
Account Name:
General Information:
U
OF
THE
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
December 9, 2009
Ladies and Gentlemen:
Miscellaneous.
A.
Headings.
injuries precisely. Therefore the Executive agrees that, in the event of such a breach or threat thereof, the Group Companies
shall be entitled to seek and obtain a temporary restraining order and a preliminary and permanent injunction, without bond
or other security, restraining him or her from engaging in activities prohibited by subparagraphs A, C, D, E, F and G of
paragraph 1 or such other relief as may he required specifically to enforce any of the covenants in subparagraphs A, C, D,
E, F and G of paragraph 1,
violations of subparagraph C of paragraph 1 only during the period beginning on the date of the Executive’s termination
from the Group Companies and ending on the first anniversary of that date.
C.
Damages
any person who is or was an employee of the Group Companies at any time during the six-month period immediately
preceding the date of such solicitation.
D.
No Hire
or otherwise engage, directly or indirectly (including, without limitation, through an entity with which the Executive is
associated), as an employee or independent contractor of the Executive or of any entity with which the Executive is
associated, any person who is or was an employee of the Group Companies and who, as of the date of the Executive’s
termination of employment, had the title First Vice President or Managing Director or higher and reported directly to the
Executive, the Chief Executive Officer or the President of the Company (“Executive, CEO or President Direct Reports”) or
any person with the title First Vice President or Managing Director or higher who, at the time of the Executive’s departure,
reported directly to the Executive, CEO or President Direct Reports,
employment was involuntarily terminated by the Group Companies shall not be a violation of this covenant.
E.
Non-Disparagement
be harmful to, or lead to unfavorable publicity for, any of the Group Companies, or any of its or their current or former
directors, officers or employees, including without limitation, in any and all interviews, oral statements, written materials,
The federal securities acts and the Financial Industry Regulatory Authority rules prohibit persons who are subject to “statutory
disqualification” from being employed by or associated with any member of a self-regulatory organization including brokerage
firms. A person is subject to statutory disqualification if, within the previous ten year period, he or she has been convicted of, or
pled guilty or no contest to,
be used only for Merrill Lynch’s, or the clients’ benefit.
All offers and/or contracts of employment by Merrill Lynch & Co., Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated or
any of their subsidiaries, or affiliates, (“Merrill Lynch”) are subject to the following conditions:
1. Unless otherwise expressly and specifically agreed to in writing and signed by an authorized officer of Merrill Lynch, all
employment is terminable at will by either party. Written descriptions of compensation to be paid or benefits offered, including
My signature below confirms acceptance of the offer of employment and my understanding of the terms and conditions associated
McCarter & English, LLP
245 Park Avenue
New York, NY 10167
[email protected]
This Agreement may be executed in counterparts, including by fax or PDF, each of which shall be deemed to be an original but all
payment or other benefits shall be restructured in a manner that does not cause such an accelerated or additional tax.
12.
FEES
that it is fully authorized and empowered to enter into this Agreement and to perform its obligations thereunder. Any notice to you
that is required under, or which concerns this Agreement shall be sent to you at your most recent address on file, and to your
counsel:
7
Incentive Compensation Plan, and any similar provision contained in the applicable SCP, shall not apply to equity awards granted
to you.
8.
MITIGATION
In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable
employment, except where such employment violates a condition of payment.
9.
COVENANT AGREEMENT
On or prior to the Start Date, you agree to enter into Merrill Lynch’s standard covenant agreement for executives, a copy of which
If your employment terminates by Merrill Lynch for Cause after you are paid the cash portion of the Replacement
Value and after you are granted the equity portion of the Replacement Value by the MDCC, any undistributed and/or
unexercised portion of the equity portion of the Replacement Value will be canceled and you shall have no further
Replacement of Forfeited Equity

If a Qualifying Employment Termination occurs before you are paid the cash portion of the Replacement Value and
before you are granted the equity portion of the Replacement Value by the MDCC, the entire Replacement Value
will be paid to you in cash as soon as Value by the MDCC, the entire Replacement Value will be paid to you in cash
as soon as practical but not to exceed 6 months and in any event, on or before December 31 of the year following the
year in which your Qualifying Employment Termination occurs.

If a Qualifying Employment Termination occurs after you are paid the cash portion of the Replacement Value but
before you are granted the equity portion of the Replacement Value by the MDCC, that portion of the Replacement
Value due in the form of equity grants will be paid in cash as soon as practical but not to exceed 6 months and in any
event, on or before December 31 of the year following the year in which your Qualifying Employment Termination
occurs.

If a Qualifying Employment Termination occurs after you are paid the cash portion of the Replacement Value and
after you are granted the equity portion of the Replacement Value by the MDCC, such grants will continue to vest, to
be delivered to you, and become and remain exercisable, as the case may be, in accordance with the schedule
contained in the grant, but only on the condition that you comply with the post employment covenants and other
the unapproved portion will be paid to you in cash no later than March 15, 2009.
a.
Qualifying Employment Termination
Co., Inc. Board of Directors (“the MDCC”).
Your performance will be reviewed periodically. Any future salary and other compensation, including any future awards under the
VICP, will be based on a consideration of a number of factors, including, but not limited to, company financial results and your
May 1, 2008
Thomas K. Montag
135 Central Park West, 11NC
New York, NY 10023
Dear Tom:
We are pleased to offer you the position of Head of Global Sales and Trading, reporting to John A. Thain, Chairman and CEO. In
this capacity you will also be an Executive Vice President of Merrill Lynch. We anticipate and you agree that you will commence
employment on August 4, 2008 (“the Start Date”).
The terms of our offer of employment are as follows:
1. COMPENSATION
a. Salary
Your starting salary will be at the annualized rate of $600,000.00 and will commence on the Start Date.
b. Incentive Compensation
You will be eligible to participate in the Merrill Lynch Variable Incentive Compensation Program (VICP). In general, VICP
Change in Control transaction, your right to receive securities will be converted, based on the terms of the Change in
Control transaction, to securities of the acquiring entity.
Confidentiality.
your termination to any other party,
members, or any prospective employer or business partner,
circumstances confidential and (ii) this provision shall not prevent a response to any inquiry about termination of employment
or its underlying facts and circumstances by any self regulatory organization or regulatory or governmental agency.
(h)
Cooperation.
interviews and depositions, in all legal matters, including but not limited to regulatory and litigation proceedings relating to
No Hire.
directly or indirectly (including, without limitation, through an entity with which the you are associated), as an employee or
independent contractor, any person who is or was an employee of ML&Co. or any of its affiliates and who, as of the date of
your termination of employment, had the title First Vice President or Managing Director or higher and reported directly to you
or to the Chief Executive Officer or President of ML&Co. (“Executive, CEO or President Direct Reports”) or any person with
the title First Vice President or Managing Director or higher who, at the time of your termination, reported directly to the
Executive, CEO or President Direct Reports,
involuntarily terminated by ML&Co. or any of its affiliates shall not be a violation of this covenant.
(e)
Non-Disparagement.
be harmful to, or lead to unfavorable publicity for, ML&Co. or any of its affiliates, or any of its or their current or former
directors, officers or employees, including without limitation, in any and all interviews, oral statements, written materials,
Exercisability.
(1) On February 4, 2009, 34% of the Stock Options shall become exercisable;
(2) On January 1, 2010, 33% of the Stock Options shall become exercisable; and
(3) On January 1, 2011, 33% of the Stock Options shall become exercisable.
Once exercisable, Stock Options will remain exercisable until the expiration date of the Stock Options on August 4,
2018, provided you remain employed by Merrill Lynch (except as otherwise provided in this paragraph 2.2 and/or
paragraph 3), and have complied with the terms and conditions of the Grant Document and the Covenants.
(c)
Exercise Price.
This
general creditor of the Company.
Section 9.7 Expenses.
The expenses of administering the Plan shall be borne by the Company.
Section 9.8 Indemnification.
Service on the Committee shall constitute service as a member of the Board of Directors so that members of the Committee
shall be entitled to indemnification and reimbursement as directors of ML & Co. pursuant to its Certificate of Incorporation,
By-Laws, or resolutions of its Board of Directors or stockholders.
Section 9.9 Tax Litigation.
The Company shall have the right to contest, at its expense, any tax ruling or decision, administrative or judicial, on any
issue that is related to the Plan and that the Company believes to be important to Participants in the Plan and to conduct any such
contest or any litigation arising therefrom to a final decision.
ARTICLE X - AMENDMENT AND TERMINATION.
The Board of Directors or the Committee (but no other committee of the Board of Directors) may modify, amend or
terminate the Plan at any time, except that, to the extent then required by applicable law, rule or regulation, approval of the
transferee, may also designate an alternate beneficiary to receive payments if the primary beneficiary does not survive the
Participant or transferee. A Participant or transferee may designate more than one person or entity as his or her beneficiary or
alternate beneficiary, in which case such beneficiaries would receive payments as joint tenants with a right of survivorship. A
beneficiary designation made under the Plan will apply to future grants unless be changed or revoked by a Participant or
transferee by filing a written or electronic notification of such change or revocation with the Company. If a Participant or Stock
Option transferee fails to designate a beneficiary, then his or her estate shall be deemed to be his or her beneficiary.
Section 9.2 Employment Rights.
Neither the Plan nor any action taken hereunder shall be construed as giving any employee of the Company the right to
assume and agree to perform a Participant’s employment agreement as contemplated thereunder or, if the business of the
Company for which his or her services are principally performed is sold at any time after a Change in Control, the purchaser of
such business shall fail to agree to provide the Participant with the same or a comparable position, duties, compensation, and
benefits as provided to him or her by the Company immediately prior to the Change in Control.
Section 8.6 Effect on Plan Provisions.
In the event of a Change in Control, no changes in the Plan, or in any documents evidencing grants of Performance Shares,
Performance Units, Restricted Shares, Restricted Units, Stock Options, Stock Appreciation Rights, or Other ML & Co. Securities
defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of
ML & Co. representing 30% or more of the combined voting power of ML & Co.’s then outstanding securities entitled to vote in
the election of directors of ML & Co.;
(b) during any period of two consecutive years (not including any period prior to the Effective Date of this Plan)
individuals who at the beginning of such period constituted the Board of Directors and any new directors, whose election by the
Board of Directors or nomination for election by the stockholders of ML & Co. was approved by a vote of at least three quarters
of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least a majority thereof; or
Any payment for Performance Shares and Performance Units pursuant to this Section 8.1(a) shall be calculated by applying
performance objectives for any outstanding Performance Shares and Performance Units as if the applicable Performance Period
and any applicable. Restricted Period had ended on the first day of the month in which the Participant’s employment is
terminated. The amount of any payment to a Participant pursuant to this Section 8.1(a) shall be reduced by the amount of any
payment previously made to the Participant with respect to the Performance Shares and Performance Units, exclusive of ordinary
dividend payments, resulting by operation of law from the Change in Control, including, without limitation, payments resulting
from a merger pursuant to state law. The value of the Performance Shares and Performance Units payable pursuant to this
Section 8.1(a) shall be the amount equal to the number of Performance Shares and Performance Units payable in accordance with
Common Stock (other than cash dividends) including, without limitation, a merger or other reorganization event in which the
shares of Common Stock cease to exist, , then, without any action by the Committee, appropriate adjustments shall be made
(1) the maximum number of shares of Common Stock available for distribution under the Plan; (2) the number of shares subject to
or reserved for issuance and payable under outstanding Performance Share, Restricted Unit, Restricted Share, and Stock Option
grants. In addition, if in the opinion of the Committee, after consultation with the Company’s independent public accountants,
changes in the Company’s accounting policies, acquisitions, divestitures, distributions, or other unusual or extraordinary items
have disproportionately and materially affected the value of shares of Common Stock or Performance Units, Restricted Units,
Stock Options, Stock Appreciation Rights, or Other ML & Co. Securities, the Committee shall make such adjustments, if any, that
to any individual executive officer, as such term is defined in the regulations promulgated under Section 162(m) of the Internal
Revenue Code, shall be 4,000,000 (four million), which number shall be adjusted automatically to give effect to mergers,
consolidations, reorganizations, stock dividends, stock splits or combinations, reclassifications, recapitalizations, or distributions
to holders of Common Stock (other than cash dividends) including, without limitation, a merger or other reorganization event in
which the Common Stock ceases to exist.
ARTICLE V
-
PROVISIONS APPLICABLE TO STOCK APPRECIATION RIGHTS.
Section 5.1 Grants of Stock Appreciation Rights.
The Committee may select employees to become Participants (subject to the provisions of Section 1.5 hereof) and grant
Stock Appreciation Rights to such Participants at any time. Before making grants, the Committee must receive the
recommendations of the management of the Company, which will take into account such factors as level of responsibility, current
and past performance, and performance potential. The Committee shall have the authority to grant Stock Appreciation Rights in
connection with a Stock Option or independently. The Committee may grant Stock Appreciation Rights in connection with a
Stock Option, either at the time of grant or by amendment, in which case each such right shall be subject to the same terms and
conditions as the related Stock Option and shall be exercisable only at such times and to such extent as the related Stock Option is
exercisable. A Stock Appreciation Right granted in connection with a Stock Option shall entitle the holder to surrender to the
Company the related Stock Option unexercised, or any portion thereof, and receive from the Company in exchange therefor an
Stock Option pursuant to this subparagraph may only be effected by the Company at the written request of a Participant and shall
become effective only when recorded in the Company’s record of outstanding Stock Options. In the event a Stock Option is
transferred as contemplated in this subparagraph, such Stock Option may not be subsequently transferred by the transferee except
by will or the laws of descent and distribution. In the event a Stock Option is transferred as contemplated in this subparagraph,
such Stock Option shall continue to be governed by and subject to the terms and limitations of the Plan and the relevant grant, and
the transferee shall be entitled to the same rights as the Participant under Articles VII, VIII and X hereof, as if no transfer had
taken place. As used in this subparagraph, “immediate family” shall mean, with respect to any person, any child, stepchild or
grandchild, and shall include relationships arising from legal adoption.
Section 4.5 Payment of Purchase Price and Tax Liability Upon Exercise; Delivery of Shares.
(a) Payment of Purchase Price: The purchase price of the shares as to which a Stock Option is exercised shall be paid to
the Company at the time of exercise (i) in cash, (ii) by delivering freely transferable shares of Common Stock already owned by
of the management of the Company, which will take into account such factors as level of responsibility, current and past
the Company’s fiscal year, the payment of the shares shall be made in the first 10 days of the next succeeding fiscal year.
Section 3.7 Termination of Employment.
(a) Prior to the end of a Vesting Period:
(i) Death: If a Participant ceases to be an employee of the Company prior to the end of a Vesting Period by reason
of death, all grants of Restricted Shares and Restricted Units granted to such Participant are immediately payable in accordance
with their terms (but in no event later than 45 days after receipt of appropriate documentation).
Restricted Shares shall terminate without further obligation on the part of the Company unless the Participant remains in the
continuous employment of the Company for the entire Vesting Period in relation to which such Restricted Shares were granted,
except as otherwise provided in by Section 3.7 hereof. Any shares of Common Stock or other securities or property received with
respect to such shares shall be subject to the same restrictions as such Restricted Shares.
Section 3.4 Rights Governing Restricted Units.
During the Vesting Period, or, if longer, the Restricted Period, for Restricted Units, a Participant may be paid, with respect
to each such Restricted Unit, cash amounts in the same manner, at the same time, and in the same amount paid, as a dividend on a
share of Common Stock. Except as otherwise provided in Section 3.7 hereof, the Restricted Units shall be forfeited and all rights
of the Participant to the Restricted Units shall terminate without further obligation on the part of the Company unless the
Participant remains in the continuous employment of the Company for the entire Vesting Period.
Section 3.5 Adjustment with respect to Restricted Shares and Restricted Units.
Any other provision of the Plan to the contrary notwithstanding, the Committee may at any time shorten any Vesting Period
reason of death, any outstanding Performance Shares or Performance Units with respect to such Participant shall become payable
and be paid to such Participant’s beneficiary or estate, as the case may be, as soon as practicable (subject to receipt of proper
shares of Common Stock equal to the number of Performance Shares payable shall be held by the Company for the employee until
the end of the Restricted Period.
(B) At the end of the applicable Restricted Period, all restrictions applicable to the shares of Common
Stock, and other securities or property received with respect to such shares, held by the Company for the accounts of recipients of
Performance Shares granted in relation to such Restricted Period shall lapse, and one or more stock certificates for such shares of
Common Stock and securities, free of the restrictions, shall be delivered in book-entry or certificated form to the Participant, or
such shares and securities shall be credited to a brokerage account if the Participant so directs, as soon as practicable but in no
event later than 45 days after the end of the Restricted Period, provided that, in the event that the end of the Restricted Period is
fewer than 45 days prior to the end of the Company’s fiscal year, the payment of the shares shall be made in the first 45 days of
the next succeeding fiscal year.
(ii) If a Restricted Period has not been established in relation to the Performance Shares, at the end of the
applicable Performance Period, one or more stock certificates representing the number of shares of Common Stock equal to the
number of Performance Shares payable, free of restrictions, shall be registered in the name of the Participant and delivered in
book-entry or certificated form to the Participant, or such shares shall be credited to a brokerage account if the Participant so
directs , as soon as practicable but in no event later than 45 days after the end of the Restricted Period, provided that, in the event
that the end of the Restricted Period is fewer than 45 days prior to the end of the Company’s fiscal year, the payment of the shares
shall be made in the first 45 days of the next succeeding fiscal year.
(b) Performance Units: At the end of the applicable Performance Period, a Participant shall be paid a cash amount equal
account such factors as level of responsibility, current and past performance, and performance potential. Subject to the provisions
of Section 2.7 hereof, a grant of Performance Shares or Performance Units shall be effective for the entire applicable Performance
Period and may not be revoked. Each grant to a Participant shall be evidenced by a written instrument stating the number of
Performance Shares or Performance Units granted, the Performance Period, the performance objective or objectives, the
Participation in the Plan shall be limited to officers (who may also be members of the Board of Directors) and other
salaried, key employees of the Company or any affiliate of the Company designated by the Committee.
ARTICLE II
-
PROVISIONS APPLICABLE TO PERFORMANCE SHARES AND PERFORMANCE UNITS.
Section 2.1 Performance Periods and Restricted Periods.
The Committee shall establish Performance Periods applicable to Performance Shares and Performance Units and may
(a) The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have sole
the transferability of such Restricted Shares or Restricted Units are in effect, which shall not be of shorter duration than the
Vesting Period applicable to the same Restricted Shares or Restricted Units.
(p)
LONG-TERM INCENTIVE COMPENSATION PLAN
ARTICLE I - GENERAL
Section 1.1 Purpose.
The purposes of the Long-Term Incentive Compensation Plan (the
of Merrill Lynch & Co., Inc., a Delaware corporation (
rewards to key employees who are capable of having a significant impact on the performance of ML & Co. and its subsidiaries;
MERRILL LYNCH & CO., INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
(amended as of January 1, 2009)
EQUITY INCENTIVE PLAN
SPECIAL AWARD ADDENDUM
EQUITY INCENTIVE PLAN
SCHEDULE 2
Principal Amount for GCIB
The Principal Amount for a Covered Associate who is employed in a legacy Global Corporate and Investment Banking Group business unit or GCIB
Risk (excluding Global Commercial Banking Risk Management and Credit Services), in either case who is not in job band 1 or 2, shall equal the sum of
(A) 20% of the portion of the Covered Incentive that is greater than $250,000 but less than $500,000, (B) 30% of the portion of the Covered Incentive that is
greater than or equal to $500,000 but less than $1,000,000, and (C) 35% of the portion of the Covered Incentive that is greater than or equal to $1,000,000.
Notwithstanding the foregoing, for a Covered Incentive for a Plan Year that is greater than $250,000 but less than $275,000, the Principal Amount shall be
$5,000.
2
EQUITY INCENTIVE PLAN
SCHEDULE 1
Principal Amount for Job Bands 1 and 2 and
Global Wealth and Investment Management Group Associates
This Schedule applies to an Associate who, for a Plan Year, is employed in either (i) job band 1 or 2 (including an Associate who is employed in job
band 1 or 2 in a business unit otherwise covered by Schedule 2) or (ii) the Global Wealth and Investment-Management Group, and who receives a Covered
Incentive award for the Plan Year of at least $100,000. The Principal Amount for such a Covered Associate shall equal the sum of (A) 10% of the portion of
the Covered Incentive that is less than or equal to $250,000, (B) 20% of the portion of the Covered Incentive that is greater than $250,000 but less than
$500,000, (C) 30% of the portion of the Covered Incentive that is greater than or equal to $500,000 but less than $1,000,000, and (D) 35% of the portion of
the Covered Incentive that is greater than or equal to $1,000,000. Notwithstanding the foregoing, for select band 1 associates designated as “key employees”
for a Plan Year, the Principal Amount shall include 75% of the portion of the Covered Incentive that is greater than $5,000,000.
BANK OF AMERICA CORPORATION
By:
/s/ Mark S. Behnke
Mark S. Behnke
Global Compensation, Benefits and
HR Services Executive
9
(k)
Unless otherwise provided by the award agreement, the Restricted Stock Shares shall be earned and payable in three equal annual
installments beginning on the first anniversary of the Grant Date.
(ii)
Any unearned Restricted Stock Shares shall become earned and payable immediately upon the Covered Associate’s death, “Disability”
(as defined under the Stock Plan), or termination of employment by the Corporation and its Subsidiaries without Cause (including, but
not limited to, termination due to workforce reduction, job elimination or divestiture).
(iii)
Any unearned Restricted Stock Shares shall be immediately forfeited as of the employment termination date in the event of either
(A) termination of employment by the Covered Associate’s employer for Cause or (B) termination of employment by the Covered
Associate.
(iv)
Cash dividends on unearned Restricted Stock Shares shall either be payable to the Covered Associate as soon as administratively
practicable following the applicable dividend payment date or shall be accrued and payable as the award becomes earned and payable,
Except in the case of termination of employment due to death, to the extent that Restricted Stock Units become earned as described in
this subsection (e), they shall become payable as follows unless otherwise provided by the award agreement: (A) to a Covered
if the Covered Associate terminates employment with the Corporation and its Subsidiaries prior to the applicable Grant Date, any such
amounts that were previously accrued during the calendar year shall be paid to the Covered Associate in cash (less applicable payroll
and withholding taxes) as soon as administratively practicable after termination of employment, except that in the case of termination
Administration:
The Plan Administrator shall be responsible for administering the Plan. The Plan Administrator shall have all of the powers necessary to enable it to
Corporation, or the individual serving in the functionally equivalent position if applicable from time to time (or any permitted delegate pursuant to
Section 3).
“Grant Date” means the date that Restricted Stock Shares or Restricted Stock Units are awarded to a Covered Associate pursuant to the Plan for
Covered Incentives earned for a calendar year, which date shall be February 15 of the following calendar year, or if that February 15 is not a business day,
the next preceding business day.
“Plan Administrator” means the Global Compensation, Benefits and HR Services Executive.
“Principal Amount” means the portion of a Covered Associate’s Covered Incentive to be awarded as Restricted Stock Shares or Restricted Stock
BANK OF AMERICA CORPORATION
EQUITY INCENTIVE PLAN
Amended and Restated Effective as of January 1, 2008
1.
Purpose:
May 7, 2001
Gregory Curl
NCI-007-57-06
Charlotte, NC
Dear Greg,
directly to the Chief Executive Officer, and serving on the Executive Management Committee. In addition, NationsBank agrees
that the contemplated merger of Boatmen’s and NationsBank, if consummated, constitutes a Change in Control within the
meaning of the Employment Agreement. Further, NationsBank will not apply the provisions of Section 4.11 of the NationsBank
SERP or Section 14.2 of the NationsBank Key Employee Stock Plan (or any similar provisions contained therein) to reduce any
Page 2
September 26, 1996
Vesting Date
Shares Vested
January 1, 1998
15,000
January 1, 1999
15,000
January 1, 2000
20,000
CONFIDENTIAL
September 26, 1996
Mr. Gregory L. Curl
Vice Chairman
Boatmen’s Bancshares, Inc.
One Boatmen’s Plaza
To the extent not preempted by Federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the state
of Missouri.
IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement, pursuant to Compensation Committee approval and
ratification by the Board of Directors, as of the Effective Date.
Boatmen’s Bancshares, Inc.
Executive:
By:
/s/[authorized officer]
/s/ Gregory L. Curl
13
and arrangements required to be made under this Agreement, except to the extent provided in Section 7.1(d) herein.
12.8 Contractual Rights to Benefits
entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to
obligations hereunder.
Failure of the Company to obtain the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on
the same terms as the Executive would be entitled in the event of a termination of employment for Good Reason within two (2) years after a Change in
Control, as provided in Article 7 herein. Except as herein provided, this Agreement may not otherwise be assigned by the Company.
10.2 Assignment by Executive
Executive’s duties may not be assigned by the Executive; provided, however that this Agreement shall inure to the benefit of and be enforceable by the
Executive’s personal or legal representatives, executors, and administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies
while any amounts payable to the Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, in the absence of such designee, to the Executive’s estate.
Article 11. Dispute Resolution and Notice
11.1 Dispute Resolution
(15%) of the Executive’s Base Salary as of the effective date of termination.
under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, the “Total Payments”), if any of the Total Payments
will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall
9
A lump-sum cash payment of the entire balance of the Executive’s compensation which has been deferred under the Company’s nonqualified
Article 7. Change in Control
7.1 Employment Terminations in Connection with a Change in Control
six (6) full calendar months prior to the effective date of a Change in Control, or within two years following the effective date of a Change in Control, then
in lieu of all other benefits provided to the Executive under the provisions of this Agreement (other than the first sentence of Section 4.4 herein and without
derogation of his rights to receive vested benefits under the Company’s Amended l982 Long Term Incentive Plan and the plan or plans described in
Section 4.3 herein), the Company shall pay to the Executive and provide him with the following severance benefits (hereinafter referred to as the
“Severance Benefits”):
(a)
An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the
effective date of termination;
(b)
An amount equal to three (3) times the greater of: (i) the Executive’s average annual bonus earned over the three (3) fiscal years prior to the
Agreement, as contemplated in Section 10.1 herein.
Upon a termination of the Executive’s employment for Good Reason at any time other than the six (6) full calendar month period prior to the effective
date of a Change in Control, or the two (2) years period following the effective date of a Change in Control, the Executive shall be entitled to receive the
same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company without Cause, as specified
in Section 6.4 herein. The payment of Base Salary and pro rata Bonus shall be made to the Executive within thirty (30) calendar days following the effective
date of employment termination. Upon a termination for Good Reason within the six (6) full calendar month period prior to the effective date of a Change in
Control, or within the two (2) years following the effective date of a Change in Control, the Executive shall be entitled to receive the payments and benefits
Change in Control, or at any time more than two (2) years after the effective date of a Change in Control, the Board may terminate the Executive’s
employment, as provided under this Agreement, at any time, for reasons other than death or Disability, or for Cause, by notifying the Executive in writing of
the Company’s intent to terminate, at least thirty (30) calendar days prior the effective date of such termination.
Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall pay to the Executive a
lump-sum cash payment equal to the greater of: (a) the Base Salary then in effect for the remaining term of this Agreement (assuming no additional
During the term of this Agreement, the Executive agrees to serve as Vice Chairman of the Company. In his capacity as Vice Chairman of the
Company, the Executive shall report directly to the Chairman and Chief Executive Officer, and shall maintain the level of duties and responsibilities as in
effect as of the Effective Date, or such higher level of duties and responsibilities as he may be assigned during the term of this Agreement. The Executive
shall have the same status, privileges, and responsibilities normally inherent in such capacities in financial institutions of similar size and character.
Article 3. Standard of Care
During the term of this Agreement, the Executive agrees to devote substantially his full time, attention, and energies to the Company’s business and
Boatmen’s Bancshares, Inc.
Employment Agreement For Gregory L. Curl
This EMPLOYMENT AGREEMENT is made, entered into, and is effective, pursuant to Compensation Committee approval and ratification by the
BOATMEN’S SUPPLEMENTAL
has outstanding any debt, obligation, or other liability representing an amount owing to the Corporation or its subsidiaries, then
Administration
Section 8.1 The Plan shall be administered by the Committee in accordance with its terms, for the exclusive benefit of
Participants. The powers and duties of the Committee shall be similar to those powers and duties granted to the Plan
Death Benefits
Benefits
Section 3.1 Except in the case of termination for Cause, in which event no benefit shall be payable under the Plan, if a
Participant’s employment with the Corporation or one of its subsidiaries is terminated (a) by Disability, (b) within one (1) year
Corporation was approved by a vote of at least two-thirds of the Directors of the Corporation then still in office who were
Directors of the Corporation at the beginning of any such period, (d) removal by the stockholders of all or any of the incumbent
Directors of the Corporation other than a removal for Cause, and (e) there shall be consummated any sale, lease, exchange or
PLAN DOCUMENT
WHEREAS, Boatmen’s Bancshares, Inc., a Missouri corporation (the “Corporation”), desires to provide certain key executive
employees of the Corporation and its subsidiaries with supplemental benefits in addition to those benefits provided under the
Stock Unit Award
Beneficiary Designation Form
Page 8 of 9
other than Bank of America or its Subsidiaries any person who is an associate of Bank of America and its Subsidiaries. You further agree
that during any period in which the Award remains payable, you will not, directly or indirectly, on your own behalf or on behalf of any
other person or entity other than Bank of America or its Subsidiaries, solicit any client or customer of Bank of America and its Subsidiaries
which you actively solicited or with whom you worked or otherwise had material contact in the course of your employment with Bank of
America and its Subsidiaries.
(ii)
Bank of America Corporation
Stock Unit Award
P
OF
(a) P
with Bank of America and its Subsidiaries through each of the payment dates as follows: one-thirty-sixth (1/36
th
) of the total Stock Units granted for
2009 shall be payable on the last business day of each month during the three-year period beginning in January 2010 and ending in December 2012
(each, a “Payment Date”).
Payment shall be made as soon as administratively practicable after each applicable Payment Date, generally within 30 days.
(b) I
OF
OF
ON
OF
arising from failure of Bank of America to make, or the requirement of Bank of America to defer, such payment.
17.
the exclusive jurisdiction of North Carolina and agree that such litigation shall be conducted solely in the courts of Mecklenburg County, North
Carolina or the federal courts for the United States for the Western District of North Carolina, where this grant is made and/or to be performed,
and no other courts.
9.
In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
for your 2009 Stock Unit Award.
What you need to do
1.
Review the Award Agreement to ensure you understand its provisions.
2.
Sign two copies of the Award Agreement.
3.
Stock Unit Awards
Beneficiary Designation Form
respect to) a crime constituting a felony; (iii) committed an act or omission which causes you or Bank of America or its Subsidiaries to be
in violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which Bank of
America or its Subsidiaries is a member, including statutory disqualification; (iv) failed to perform your job function(s), which Bank of
America views as being material to your position and the overall business of Bank of America and its Subsidiaries under circumstances
Bank of America Corporation
Stock Unit Awards
P
OF
(a) P
with Bank of America and its Subsidiaries through each of the payment dates as follows:
(i)
General Payment Schedule: One-thirty-sixth (1/36
th
) of the total Stock Units granted for 2009 shall be payable on the last business day of
each month during the three-year period beginning in January 2011 and ending in December 2013 (each, a “Payment Date”).
(ii)
Payment Schedule Upon TARP Repayment: Notwithstanding anything in subparagraph (i) to the contrary, in the event that Bank of
Notwithstanding anything herein to the contrary, the parties to this Agreement expressly acknowledge that any payment of any kind provided for
by this Agreement must comply with all applicable law, including Section 111 of the Emergency Economic Stabilization Act of 2008, as
amended by the American Recovery and Reinvestment Act of 2009, and the Interim Final Rule promulgated thereunder (collectively, “EESA”).
If any payment pursuant to this Agreement would violate applicable law in the reasonable, good faith judgment of Bank of America, you agree to
waive your right to or, if permissible, agree to the deferment of, such payment and, to the extent required by the United States Department of the
Treasury (“UST”), to execute a release of Bank of America and its Subsidiaries and the UST from any claim arising from failure of Bank of
America to make, or the requirement of Bank of America to defer, such payment.
17.
These Awards, and all payments thereof, are subject to all applicable payroll and withholding taxes. Regardless of any employer withholding on
your Awards, you are responsible for proper payment and reporting of any income tax, social security taxes and other taxes that are due as a
result of your Awards.
8.
The validity, construction and effect of this Agreement are governed by, and subject to, the laws of the State of Delaware and the laws of the
United States. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by these
Awards or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of North Carolina and agree that such litigation
shall be conducted solely in the courts of Mecklenburg County, North Carolina or the federal courts for the United States for the Western District
of North Carolina, where this grant is made and/or to be performed, and no other courts.
9.
In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
This document contains your 2009 Stock Unit Award Agreement. A Beneficiary Designation Form is also included if you wish to designate a beneficiary
for your 2009 Stock Unit Award.
What you need to do
1.
Review the Award Agreement to ensure you understand its provisions.
2.
Sign two copies of the Award Agreement.
3.
by Bank of America or a subsidiary or (iii) testifying, participating, or otherwise assisting in any case, administrative
investigation or proceeding relating to an alleged violation of any discrimination or wage law.
(v)
Merrill Lynch & Co., Inc.
Employee Stock Compensation Plan
PAYMENT OF RESTRICTED UNITS
(a) P
three (3) equal annual installments if you remain employed with Bank of America and its subsidiaries through each of the payment dates as follows:
Payment Date*
Number of Restricted Units
That Become Earned and Payable
First anniversary of Grant Date
One-third (1/3) of Award
Second anniversary of Grant Date
One-third (1/3) of Award
Third anniversary of Grant Date
One-third (1/3) of Award
*Once your Restricted Units become earned and payable, shares of Common Stock will be delivered, as soon as administratively practicable, to a
Merrill Lynch account. As a participant in the Stock Plan, you must designate a Merrill Lynch account into which shares of Common Stock will be
If you move to any country outside of the United States during the term of your Award, additional terms and conditions may apply to your
The existence of this Award shall not affect in any way the right or power of Bank of America or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in Bank of America’s capital structure or its business, or any merger or
consolidation of Bank of America, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or
otherwise affecting the Bank of America common stock or the rights thereof, or the dissolution or liquidation of Bank of America, or any
EMPLOYEE STOCK COMPENSATION PLAN
RESTRICTED UNITS AWARD AGREEMENT
Employee Stock Compensation Plan
Award Agreement
This document contains your Award Agreement and Grant Certificate under the Merrill Lynch & Co., Inc. Employee Stock Compensation Plan.
What you need to do
1. Review the Award Agreement and Grant Certificate to ensure you understand their provisions. With each award you receive, provisions
of your Award Agreement and Grant Certificate may change so it is important to review these documents*.
2. Print the Award Agreement and Grant Certificate and file them with your important papers.
3. Review your current Beneficiary Designation online at My Compensation and Benefits
* If you do not decline your Award Agreement and Grant Certificate by contacting your HR Manager by November 15, 2009 or such other date that
may be communicated to you, you will be deemed to have accepted the terms of the Award Agreement and Grant Certificate and will be bound by
them. If you decline your Award Agreement and Grant Certificate, your award will be cancelled and you will not be entitled to any benefits from the
award nor any compensation or benefits in lieu of the cancelled award.
Summary of Rule of 60 vesting condition
866.654.7411. You will be considered in breach of the vesting condition if you fail to provide written certification as and when required. It is
your sole responsibility to ensure that the company receives your annual certification. Accordingly, you need to keep the company apprised of
any changes to your mailing address.
2009 RSU – U5 Non FA (ESCP)
Page 1 of 10
PERSON NUMBER
LAST NAME
FIRST NAME
30050784
Ausburn
Lawrence
23735129
Clack
Ronald
30117855
Dianich
Michael Sr.
22267721
Dumelin
Bruce
30120791
Gagnon
Richard
30117694
Johnson
Michael
24464035
Meier
Alan
25059340
Pengelly
Audrey
29749184
Solomon
Stuart
Class V Participants
PERSON NUMBER
LAST NAME
FIRST NAME
21313318
Kreft
Ira
26520022
Tornow
Brian
Not Available
Terry
J. Cameron
21551974
Broderick
Timothy
25506500
Clarke
Timothy
Appendix A-10
Form and Timing of Benefits:
(B)
(A)
without regard to any reduction in compensation attributable to participation in a non-qualified plan of deferred
compensation;
(B)
without regard to any reduction in compensation attributable to participation in Specification Schedule M of the Basic Plan
if such Specification Schedule M of the Basic Plan where administered without regard to the provisions of Section 415 of
the Code;
(C)
without regard to the provisions of Section 401(a)(17) of the Code;
(D)
payment from a Participating Employer with respect to all amounts accrued to him under the terms of the Plan.
3.
Amount Of Benefit:
Progress Investment Management Company, Inc.
Notwithstanding anything in the Plan to the contrary, Marx Cazenave, a former employee of Progress Investment Management Company, Inc., shall
not be a Participant in the Plan, and neither Mr. Cazenave nor any Beneficiary of his shall be entitled to a benefit under the Plan.
D.
PERSON NUMBER
OPENING CASH
BALANCE
CLAFFEE, JAMES
Not Available
$ 2,418.50
DELFINO, PAUL
Not Available
$ 6,747.34
EYLES, DAVID
Not Available
$ 17,775.70
FALK, MICHAEL
Not Available
$ 1,509.82
HEDGES JR., ROBERT
Not Available
$ 3,074.22
HUSTON, JOHN
Not Available
$ 7,843.30
MALLON, WILLIAM
Not Available
$ 4,567.26
5.
Because participants in the Shawmut SERP were not also participants in the Shawmut Excess Plan, their benefit under the Plan, which is
calculated by taking into account their service with Shawmut, shall be reduced by the following amounts, or the Actuarial Equivalent thereof,
which are the benefits that they would have accrued under the Shawmut Excess Plan as of December 31, 1996, with Credited Service frozen as
of December 1, 1995, if they had been participants in the Shawmut Excess Plan:
NAME
PERSON
NUMBER
SPECIAL RULES FOR SERVICE WITH ACQUIRED ENTITIES
This Appendix A is part of the Plan and contains special rules applicable only to the Participants described herein. If provisions of this Appendix A
conflict with any other provisions of the Plan with respect to such Participants, the provisions of this Appendix A shall govern.
A.
Shawmut National Corporation
1.
The Shawmut National Corporation Excess Benefit Plan (“Shawmut Excess Plan”) merged into the Plan effective as of January 1, 1997. As of
that date, the liabilities of the Shawmut Excess Plan became the liabilities of the Plan and the Shawmut Excess Plan ceased to exist.
Notwithstanding anything in the Plan to the contrary, the benefit under the Plan of a Participant who was a former participant in the Shawmut
Excess Plan shall not be less than the benefit such Participant would be deemed to have accrued under the terms of the Shawmut Excess Plan as
of the date this Appendix A was adopted.
2.
Binding Effect
Headings and Subheadings
Headings and subheadings are inserted for convenience only and are not to be considered in the construction of the provisions of the Plan.
6.9
Nonduplication of Benefits
The benefits payable to a Participant under this Plan shall be reduced on an Actuarial Equivalent basis by the benefit such Participant earned under
any other similar nonqualified excess defined benefit plan that does not provide for a reduction of benefits under such plan, for benefits payable under
this Plan, to the extent that the benefits under such plan were accrued upon the Participant’s service that was included as credited service under this
Plan.
6.10
Social Security Tax
Limitation of Rights
Neither the establishment of the Plan, nor any amendment thereof, nor the payment of any benefits will be construed as giving any individual any
legal or equitable right against the Company, any Participating Employer, or the Committee. In no event will the Plan be deemed to constitute a
MISCELLANEOUS
6.1
Assignment or Alienation
(a)
Except as provided in subsection (b) of this Section or as otherwise required by applicable law, the interest hereunder of any Participant or
AMENDMENT OR TERMINATION OF PLAN
5.1
Amendment and Termination
The Plan may be amended or terminated in writing by the Committee or the Company in any manner at any time. Notwithstanding the previous
ADMINISTRATION
4.1
Committee
The Plan shall be administered by the Committee (although certain provisions of the Plan shall be administered by the Global Human Resources
Payment of Post-2004 Benefits to New Participants after August 28, 2006
(a)
Timing and Form of Payment:
Participant who first becomes a Participant after August 28, 2006 shall be payable during the first 90 days of the calendar year following the
Plan Year in which the Participant’s Termination of Employment occurs in a single lump sum payment.
(b)
Subsequent Changes to Timing of Payment:
(a) of this Section, or the timing (but not the form) of payment subsequently elected under this subsection, with respect to the Post-2004
Benefit only if (i) such election is made at least 12 months prior to January 1 of the Plan Year in which the payment of the Post-2004 Benefit
would have otherwise been made and (ii) the effect of such election is to defer such payment by at least 5 years; provided, however, that no
election to change the timing of payment may be made if the date the payment of the Post-2004 Benefit would have otherwise commenced is
less than 5 years from the calendar year in which the Participant would have attained age 75. In the event that a Participant’s election made
pursuant to this subsection does not comply with the requirements of this subsection, such election shall be void and the timing of payment in
effect at the time of such voided election governs.
3.8
General Payment Provisions for Post-2004 Benefits
(a)
Payments of Post-2004 Benefits to Participants Who Terminate Employment Prior to January 1, 2007:
(i)
Traditional Participants:
Employment occurs prior to January 1, 2007 and who has an Annuity Starting Date under the Basic Plan prior to January 1, 2007 shall
be made in accordance with the provisions of Section 3.5(a) of the Plan at the same time and in the same form as if such Post-2004
Traditional Benefit were a Pre-2005 Traditional Benefit.
(ii)
Cash Balance Participants:
Employment occurs prior to January 1, 2007 shall be made in accordance with the provisions of Section 3.5(b) at the same time and in
the same form as if such Post-2004 Cash Balance Benefit were a Pre-2005 Cash Balance Benefit.
(b)
Automatic Lump Sum Payment for Cash Balance Participants:
provisions of subsection (d) of this Section, if applicable, a Cash Balance Participant’s Post-2004 Benefit shall be payable in a single cash
payment during the first 90 days of the calendar year following the Participant’s Termination of
12
Lump Sum Payment in Specified Year:
Participant’s Termination of Employment and (B) the calendar year elected by the Participant (but no later than the calendar year in
which the Participant reaches age 75).
(ii)
Annual Installments Commencing following Termination of Employment:
elected by the Participant not to exceed 10 commencing during the first 90 days of the calendar year following the Participant’s
Termination of Employment.
(iii)
Annual Installments Commencing in Specified Year:
not to exceed 10 commencing during the first 90 days of the later of (A) the calendar year following the Participant’s Termination of
Employment and (B) the calendar year elected by the Participant (but not later than the calendar year in which the Participant reaches
age 75).
(c)
Subsequent Changes to Payment Elections:
Section, or the timing or form of payment subsequently elected under this subsection, with respect to the Post-2004 Benefit only if (i) such
election is made at least 12 months prior to January 1 of the Plan Year in which the payment of the vested Post-2004 Benefit would have
otherwise been made or commenced and (ii) the effect of such election is to defer such payment by at least 5 years; provided, however, that no
election to change the timing or form of payment may be made if the date the payment of the vested Post-2004 Benefit would have otherwise
been made or commenced is less than 5 years from the calendar year in which the Participant would have attained age 75. In the event that a
Participant’s election made pursuant to this subsection does not comply with the requirements of this subsection, such election shall be void and
the timing and form of payment in effect at the time of such voided election governs.
(d)
Timing and Amount of Annual Installments:
installments under subsection (b)(ii) or (b)(iii) of this Section, the first installment shall be paid during the first 90 days of the calendar year
following the Participant’s Termination of Employment or the calendar year elected by the Participant, as applicable, and each subsequent
installment shall be paid during the first 90 days of each subsequent calendar year during the elected payment period. The amount of each
installment payment shall equal the Post-2004 Benefit as of the last business day immediately preceding the applicable payment date divided
by the number of remaining installments (including the installment then payable).
11
Termination of Employment, except that a Cash Balance Participant may file an election, which will be treated as effective, before the
Cash Balance Participant’s Termination of Employment if (A) the election substitutes one form of annuity distribution for another form
of annuity distribution that had been timely elected and (B) such later-elected form is the form of distribution that the Cash Balance
Participant elects under the Basic Plan.
(ii)
A Cash Balance Participant who does not have a valid, timely election in effect for the Pre-2005 Cash Balance Benefit on the day
before such Cash Balance Participant’s Termination of Employment shall have the Pre-2005 Cash Balance Benefit promptly paid out
in a lump sum following Termination of Employment.
(iii)
Notwithstanding the foregoing provisions of this Section, if the value of a Cash Balance Participant’s Pre-2005 Cash Balance Benefit
under the Plan at the time of Termination of Employment is $10,000 or less, the Cash Balance Participant’s Pre-2005 Cash Balance
Benefit shall be paid out in a lump sum as soon as administratively practicable following Termination of Employment.
(c)
Death Benefits:
Beneficiary, under the same terms and conditions specified in the Basic Plan.
3.6
Payment of Post-2004 Benefits to Participants with a Post-2004 Benefit on August 28, 2006
(a)
2006 One-Time Payment Election:
had an opportunity during 2006 to make a one-time payment election applicable to such Participant’s Post-2004 Benefit. Each such Participant
Amount A
Basic Plan as of the Cash Balance Participant’s Delink Calculation Date (expressed as a lump sum if not otherwise a lump sum) if
Pre-2005 Account Balance at December 31, 2004:
BENEFITS
3.1
Pre-2005 Traditional Benefit
(a)
Amount of Pre-2005 Traditional Benefit:
(or to the Traditional Participant’s Beneficiary, in the event of the Traditional Participant’s death) is the Traditional Participant’s accrued
SOURCE OF BENEFIT PAYMENTS
2.1
Obligation of Company
The Company will establish on its books a liability with respect to its obligation for benefits payable under the Plan to Participants (and their
Beneficiaries). Each Participant and Beneficiary will be an unsecured general creditor of the Company with respect to all benefits payable under the
Plan.
2.2
No Funding Required
Nothing in the Plan will be construed to obligate the Company to fund the Plan. However, the Company may but shall not be required to establish a
trust of which the Company is treated as the owner under Subpart E of Subchapter J, Chapter 1 of the Code (a “grantor trust”) and may deposit funds
with the trustee of the trust sufficient to satisfy the benefits provided under the Plan. If the Company establishes such a grantor trust and, if at the
time of a “change of control” as defined in the trust, the trust has not been fully funded, the Company shall, within the time and manner specified
under such trust, deposit in such trust amounts sufficient to satisfy all obligations under the Plan as of the date of deposit. In all events the Company
Pre-2005 Benefit
(a)
For a Cash Balance Participant, the Pre-2005 Cash Balance Benefit; and
(b)
For a Traditional Participant, the Pre-2005 Traditional Benefit.
1.18
Pre-2005 Cash Balance Benefit
The benefit payable under the Plan to a Cash Balance Participant (or the Cash Balance Participant’s Beneficiary) with respect to amounts earned and
Delink Calculation Date
DEFINITIONS
Unless defined herein, any word, phrase or term used in the Plan shall have the meaning given to it in the Basic Plan. However, the following terms have the
following meanings unless a different meaning is clearly required by the context:
1.1
Basic Plan
13
ARTICLE IV ADMINISTRATION
14
4.1 Committee
14
ARTICLE V AMENDMENT OR TERMINATION OF PLAN
15
5.1 Amendment and Termination
15
ARTICLE VI MISCELLANEOUS
16
6.1 Assignment or Alienation
16
6.2 Limitation of Rights
17
6.3 Receipt and Release
17
6.4 Governing Law
17
6.5 Status Under ERISA
17
6.6 Compliance with Section 409A of the Code
17
6.7 Severability
17
6.8 Headings and Subheadings
18
6.9 Nonduplication of Benefits
18
6.10 Social Security Tax
18
6.11 Claims Procedure
18
6.12 Payment for Benefit of Incapacitated Individual
18
6.13 Limited Effect of Restatement
18
6.14 Binding Effect
19
APPENDIX A – Special Rules for Service With Acquired Entities
Appendix A-1
ii
R
I agree to indemnify, defend, and hold harmless Fidelity, its affiliates, and their respective successors, officers, directors, employees
and assigns, from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including attorneys’
fees and disbursements) and damages arising out of or in connection with any act or omission of Fidelity taken in good faith in
Fidelity Brokerage Services LLC
National Financial Services LLC
Bank of America Corporation
2003 Key Associate Stock Plan
VESTING OF STOCK OPTION AWARD
(a) V
anniversary of the Grant Date if you remain employed with Bank of America and its Subsidiaries through that date.
(b) E
OF
OF
ON
Subsidiaries before the vesting date in paragraph (a) above shall affect the vesting of the Option depending on the reason for termination as
follows:
Death, Disability, Workforce Reduction or Divestiture: To the extent the Option was not already vested pursuant to paragraph
(a) above, the Option shall become fully (100%) vested as of the date of your death, Disability, or termination of employment
due to Workforce Reduction or Divestiture. If you satisfied the Rule of 60 as of the date of your termination of employment
due to your death or Disability, then notwithstanding the provisions of paragraph 3 of the Agreement to the contrary, the
Option will remain exercisable until the Expiration Date of the Option.
Cause: The Option shall immediately terminate and be canceled as of the date of termination of employment, even if it had
previously vested to any extent pursuant paragraph (a) above prior to termination of employment.
Rule of 60: If your employment terminates for any reason other than death, Disability or Cause after you have attained the
grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any
dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability
for Tax-Related Items.
Prior to exercise of the Option, you shall pay or make adequate arrangements satisfactory to Bank of America and/or your employer
to satisfy all withholding obligations of Bank of America and/or your employer. In this regard, you authorize Bank of America and/or
your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation
paid to you by Bank of America and/or your employer or from proceeds of the sale of the Shares. Alternatively, or in addition, to the
Cancellation Date
Death or Disability
12 months from termination date
Workforce Reduction or Divestiture
12 months from termination date
Cause
termination date
Rule of 60
Expiration Date (as stated above)*
All Other Terminations
90 days from termination date
STOCK OPTION AWARD AGREEMENT
GRANTED TO
GRANT
DATE
EXPIRATION
DATE
NUMBER OF
SHARES
OPTION PRICE
PER SHARE
Key Associate Stock Plan Award Agreement
This document contains your Award Agreement under the Bank of America Corporation 2003 Key Associate Stock Plan.
What you need to do
1.
Review the Award Agreement to ensure you understand its provisions. With each award you receive, provisions of your Award
Agreement may change so it is important to review your Award Agreement.
2.
Print the Award Agreement and file it with your important papers.
3.
Accept your Award Agreement through the online acceptance process.
Summary of Rule of 60 vesting condition
Personnel Center at 1.800.556.6044. You will be considered in breach of the vesting condition if you fail to provide written certification
as and when required. It is your sole responsibility to ensure that the company receives your annual certification. Accordingly, you need
to keep the company apprised of any changes to your mailing address.
If you comply with these requirements, your award will continue to vest in accordance with the original vesting schedule, and Stock Options will
MANAGEMENT PLANS
Beneficiary Designation Form
Bank of America Corporation
2003 Key Associate Stock Plan
P
OF
(a) P
earned and payable on the third anniversary of the Grant Date if you remain employed with Bank of America and its Subsidiaries through
that date. Shares will be issued as soon as administratively practicable, generally within 15 days after the payment date.
(b) I
OF
OF
ON
OF
and its Subsidiaries terminates prior to the above payment date, then any unearned Restricted Stock Units shall become earned or be canceled
depending on the reason for termination as follows:
(i)
Death, Disability, or Termination by Bank of America due to Workforce Reduction or Divestiture. Any unearned Restricted
Stock Units shall become immediately earned as of the date of your termination of employment if your termination is due to
(A) death, (B) Disability, (C) Workforce Reduction or (D) Divestiture.
(ii)
Termination by Bank of America Without Cause. If your employment is terminated by your employer without Cause (not
including Workforce Reduction or Divestiture), then any unearned Restricted Stock Units shall become immediately earned
as of such date.
(iii)
Termination by Bank of America With Cause. If your employment is terminated by your employer with Cause, then any
unearned Restricted Stock Units shall be immediately canceled as of your employment termination date.
(iv)
Termination by You. If you voluntarily terminate your employment prior to attaining the Rule of 60, then any unearned
Restricted Stock Units shall be immediately canceled as of your employment termination date.
(c) P
OF
OF
of employment due to death, to the extent that your Restricted Stock Units become earned as described in paragraph (b), they shall become
not limited to: withholding Tax-Related Items from your wages, salary or other cash compensation your employer pays to you;
withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any Shares received in payment for your
Compensation as described in the Prospectus.
7.
The existence of this Award shall not affect in any way the right or power of Bank of America or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other changes in Bank of America’s capital structure or its
business, or any merger or consolidation of Bank of America, or any issue of bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Bank of America common stock or the rights thereof, or the dissolution or
RESTRICTED STOCK UNITS AWARD AGREEMENT
GRANTED TO
GRANT DATE
NUMBER OF RESTRICTED
STOCK UNITS
Note: The number of Restricted Stock Units is based on a “divisor price” of $42.65, which is the five-day average closing price of Bank of
America Corporation common stock for the five business days immediately preceding and including February 15, 2008.
Prior Payment Rules. Your award becomes immediately earned and vested as of the date of your termination of employment and paid
as soon as administratively practicable thereafter.

New Payment Rules. Your award also becomes immediately earned and vested as of the date of your termination of employment, but
payment is made in accordance with the original payment schedule (i.e., on the third anniversary of the award).
Personnel Center at 1.800.556.6044. You will be considered in breach of the vesting condition if you fail to provide written certification
as and when required. It is your sole responsibility to ensure that the company receives your annual certification. Accordingly, you need
to keep the company apprised of any changes to your mailing address.
Bank of America Corporation
Key Associate Stock Plan Award Agreement
This document contains your Award Agreement under the Bank of America Corporation 2003 Key Associate Stock Plan. A Beneficiary Designation
form is also included if you wish to designate a beneficiary or if you wish to change your current beneficiary designation.
What you need to do
1. Review the Award Agreement to ensure you understand its provisions. With each award you receive, provisions of your Award Agreement
may change so it is important to review your Award Agreement.
2. Print the Award Agreement and file it with your important papers.
3. Accept your Award Agreement through the online acceptance process.*
current cash that is not subject to a vesting schedule. Only the portion of the Associate’s annual incentive award payable in current cash, if any,
is eligible for deferral under the 401(k) Plan or the Restoration Plan. However, for an Associate covered by the EIP or the MFIP who is eligible
to receive matching contributions under the 401(k) Plan at the time when the current cash portion, if any, of such annual incentive award is
payable, the Associate’s Participating Employer shall credit to the Participant’s Matching Contribution Restoration Account an amount equal to
5% of the “Principal Amount” (as defined in the EIP and the MFIP), if any, with respect to such annual incentive award; provided, however,
that in no event shall the combined matching contributions under Section 2.4(b), this Section 2.4(c) and the 401(k) Plan for the Plan Year
exceed $12,500. For purposes of this Section, the EIP Principal Amount, if any, for an Associate who is in Band 0 shall be the amount
communicated to the Global Human Resources Group by the Corporation’s Executive Compensation group as the EIP Principal Amount, if
any.”
IN WITNESS WHEREOF, the Corporation, on behalf of all of the Participating Employers, has caused this Instrument to be executed by its duly
authorized officer as of the day and year first above written.
BANK OF AMERICA CORPORATION
By:
/s/ Mark S. Behnke
Mark S. Behnke
Global Compensation, Benefits and
Shared Services Executive
2
FIRST AMENDMENT
TO THE
BANK OF AMERICA 401(K) RESTORATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)
Instrument of Amendment
THIS INSTRUMENT OF AMENDMENT (the “Instrument”) is executed this 18
th
day of December, 2009 by BANK OF AMERICA
CORPORATION, a Delaware corporation (the “Company”).
Statement of Purpose
The Company sponsors the Bank of America 401(k) Restoration Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees
Plan Year in which the Termination of Employment occurs, in which case the Participant’s compensation taken into account for purposes of
any annual incentive awards earned for performance periods beginning on or after January 1, 2002, and (iv) the Participant’s ‘compensation’
under the Basic Plan included the CMG Plan ‘principal amount,’ if any, of any annual incentive awards earned for performance periods
FIRST AMENDMENT
TO THE
BANK OF AMERICA PENSION RESTORATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)
Instrument of Amendment
THIS INSTRUMENT OF AMENDMENT (the “Instrument”) is executed this 18
th
day of December, 2009 by BANK OF AMERICA
CORPORATION, a Delaware corporation (the “Company”).
Statement of Purpose
The Company sponsors the Bank of America Pension Restoration Plan (the “Plan”) for the benefit of its eligible employees and the eligible
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation duly organized and existing under the General Corporation Law of the State of
Delaware (the “Corporation”), does hereby certify that:
1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing the
number of shares of stock the Corporation is authorized to issue, so that, the first sentence of Article 3 thereof shall read as
follows:
“3. The number of shares, par value $.01 per share, the Corporation is authorized to issue is Eleven Billion
Four Hundred Million (11,400,000,000), divided into the following classes:
Class
Number of Shares
Common
11,300,000,000
Preferred
100,000,000.”
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized
officer on this 23rd day of February, 2010.
By: /s/ TERESA M. BRENNER
Name: Teresa M. Brenner
Title: Associate General Counsel
will become effective.
Section VIII. Exclusion of Other Rights
Except as may otherwise be required by law, the shares of Series S Junior Preferred Stock shall not have any voting powers, preferences or relative,
(a) Upon the occurrence of a Reorganization Event (as defined herein) prior to the Conversion Date, each share of Series S Junior Preferred Stock
outstanding immediately prior to such Reorganization Event shall, without the consent of Holders, become convertible into the types and amounts of
securities, cash, and other property that is or was receivable in such Reorganization Event by a holder of the number of shares of Common Stock into which
such share of Series S Junior Preferred Stock was convertible immediately prior to such Reorganization Event in exchange for such shares of Common
Stock (such securities, cash, and other property, the “Exchange Property”). The Holders shall not have any separate class vote on any Reorganization Event.
A “Reorganization Event” shall mean:
(i) any consolidation or merger of the Corporation with or into another person, in each case pursuant to which the Common Stock will be
converted into cash, securities, or other property of the Corporation or another person;
receive any dividends for any calendar quarter in which the Conversion Date occurs, except to the extent that any such dividends have been declared by the
Board or any duly authorized committee of the Board and the Record Date for such dividend occurs prior to the Conversion Date.
Section IV. Voting
Common Stock, during a dividend period, unless, in each case, the full dividends payable pursuant to Section III(b) for the then-current calendar quarter on
all outstanding shares of the Series S Junior Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those
Common Stock or, if no regular quarterly cash dividends are paid with respect to the Common Stock during such calendar quarter, the last Friday of such
calendar quarter (or if such Friday is not a business day, the immediately preceding business day) (each, a “Special Dividend Payment Date”). Dividends
payable pursuant to this Section III(b) (the “Special Dividend”) will accrue on the Adjusted Liquidation Preference per share of Series S Junior Preferred
Stock at a rate per annum equal to the Special Dividend Rate (as defined below) for each calendar quarter from the Triggering Date to the Conversion Date.
The amount of Special Dividends payable shall be computed on the basis of a 360-day year of twelve 30-day months. Dollar amounts resulting from that
calculation will be rounded to the nearest cent, with one-half cent being rounded upward. No interest or sum of money in lieu of interest will be paid with
respect to any Special Dividend paid later than the scheduled Special Dividend Payment Date. The “Special Dividend Rate” shall initially be 10% per
annum and shall increase by two (2) percentage points on each subsequent Special Dividend Payment Date, subject to a maximum rate of 16% per annum.
For purposes of dividends payable pursuant to this Section III(b), the Series S Junior Preferred Stock will rank prior to the Common Stock.
(c) Each dividend or distribution pursuant to (a) or (b) above will be payable to Holders of record of Series S Junior Preferred Stock as they appear in
the records of the Corporation at the close of business on the same day as the Record Date for the corresponding dividend or distribution to the holders of
shares of Common Stock (or, in the case of a Special Dividend Payment Date where there is no corresponding quarterly cash dividend with respect to the
Common Stock during such calendar quarter, the fifteenth day of the calendar month in which the Special Dividend Payment Date falls).
(d) The cash dividends on the Series S Junior Preferred Stock are noncumulative. To the extent that any dividends payable on the shares of Series S
Junior Preferred Stock for a calendar quarter are not declared and paid, in full or otherwise, on the applicable dividend payment date, then such unpaid
dividends shall not cumulate and shall cease to be payable, and the Corporation shall have no obligation to pay, and the holders of Series S Junior Preferred
Stock shall have no right to receive, dividends for such calendar quarter on the related dividend payment date or at any time in the future or interest with
Common Stock to cover, the shares of Common Stock deliverable upon the conversion of the Series S Junior Preferred Stock prior to the Stockholder
Approval.
(g) All shares of Common Stock which may be issued upon conversion of the shares of Series S Junior Preferred Stock or pursuant to Section II(b)
hereof will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable.
(h) Effective immediately prior to the Conversion Date, dividends shall no longer be declared on the shares of Series S Junior Preferred Stock and
such shares of Series S Junior Preferred Stock shall cease to be outstanding, in each case, subject to the rights of Holders of such Series S Junior Preferred
Stock to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to Section II(d),
Section III or Section VI.
Section III. Dividend Rights
(a) From and after the Closing Date to but excluding the Conversion Date, (i) the Holders shall be entitled to receive, when, as and if declared by the
to which such Holder is entitled. Immediately upon conversion, the rights of the Holders as such with respect to the shares of Series S Junior Preferred
Stock so converted shall cease and the persons entitled to receive the shares of Common Stock upon the conversion of such shares of Series S Junior
Preferred Stock shall be treated for all purposes as having become the record and beneficial owners of such shares of Common Stock. In the event that a
Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of
cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series S Junior Preferred Stock should be registered or paid or the manner
in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the
Holder and in the manner shown on the records of the Corporation.
(d) If at any time prior to the Conversion Date, the Corporation issues to all holders of the Common Stock shares of Common Stock or other securities
“Series S Junior Preferred Stock” has the meaning specified in the preamble.
“Special Dividend Payment Date” has the meaning specified in Section III(b).
“Special Dividend Rate” has the meaning specified in Section III(b).
“Special Dividend” has the meaning specified in Section III(b).
“Stockholder Approval” means the requisite approval by the stockholders of the Corporation of the Amendment.
Stockholder Approval is finally adjourned and at which the Amendment is rejected by the Corporation’s stockholders and (ii) the date that is 105 days from
the Closing Date.
“Voting Parity Securities” has the meaning specified in Section IV(b).
Section II. Automatic Conversion
business day after the Triggering Date, the Series S Junior Preferred Stock shall automatically partially convert into Common Stock, to be effected by the
Corporation’s issuance of 200,000,000 shares of Common Stock (as adjusted pursuant to Section II(d)) to the Holders of the Series S Junior Preferred Stock,
pro rata based on the number of shares of Series S Junior Preferred Stock held of record by each such Holder on such date, without any action on the part of
Holders, and the Applicable Conversion Rate shall thereafter be the Adjusted Conversion Rate. Following the issuance of such Common Stock, all shares of
the Series S Junior Preferred Stock will remain outstanding.
(c) As promptly as practicable after the Conversion Date, the Corporation shall (i) provide notice of the conversion to each Holder stating the
Conversion Date, the number of shares of Common Stock issued upon conversion of each share of Series S Junior Preferred Stock held of record by such
Holder and subject to conversion and the place or places where certificates representing shares of Series S Junior Preferred Stock are to be surrendered for
issuance of certificates representing shares of Common Stock and (ii) upon proper surrender (including but not limited to furnishing appropriate
endorsements and transfer documents) of such certificates by such Holder, issue and deliver, in exchange for the certificates representing
3
“Board” means the Board of Directors of Bank of America Corporation.
“Certificate of Incorporation” has the meaning specified in the preamble.
“Closing Date” means the date that the Series S Junior Preferred Stock is first issued.
“Common Dividend Equivalent Amount” has the meaning specified in Section III(a).
“Common Stock” means the Common Stock, $.01 par value per share, of the Corporation.
“Conversion Date” means the first business day following the receipt of Stockholder Approval and the filing and acceptance of the Amendment with the
CERTIFICATE OF DESIGNATIONS
OF
COMMON EQUIVALENT
JUNIOR PREFERRED STOCK, SERIES S
OF
BANK OF AMERICA CORPORATION
Pursuant to the authority vested in the Board of Directors (the “Board”) by the Amended and Restated Certificate of Incorporation of the Corporation the
(“Certificate of Incorporation”), the Board does hereby designate, create, authorize and provide for the issue of a series of preferred stock, $0.01 par value
per share, which shall be designated as Common Equivalent Junior Preferred Stock, Series S (the “Series S Junior Preferred Stock”) consisting of 1,286,000
shares having the following voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and
restrictions thereof as follows:
COMMON EQUIVALENT
JUNIOR PREFERRED STOCK, SERIES S
Section I. Definitions
OF
COMMON EQUIVALENT JUNIOR PREFERRED STOCK, SERIES S
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
(d) Changes after Provision for Redemption. No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to
Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of
the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been
deposited in trust for such redemption, in each case pursuant to Section 5 above.
consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock
revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as
shares of any series of Preferred Stock other than Designated Preferred Stock).
Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.
Section 7. Voting Rights.
(c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid,
addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing
shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be
(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding
amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in
Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on
such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend
payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared
dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock
(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in
the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend
Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board
of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear
Stock.
(n) “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in
Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like
voting rights have been conferred and are exercisable with respect to such matter.
Section 3. Dividends.
(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by
STANDARD PROVISIONS
Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred
General Counsel, this 16
th
day of January, 2009.
BANK OF AMERICA CORPORATION
By:
/s/ TERESA M. BRENNER
Name:
Teresa M. Brenner
Title:
Associate General Counsel
280
ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.
(d) “Liquidation Amount” means $25,000 per share of Designated Preferred Stock.
(e) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly
provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution
OF
above.
Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or
exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with
Section 7. Voting Rights.
not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been
otherwise acquired by the Corporation, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in
whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding,
upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as
otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount)
Section 4. Liquidation Rights.
Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or
distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’
rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership
of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior
Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock,
in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for
dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that
postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”,
provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.
Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and
for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a
30-day month.
Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated
Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately
preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of
Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a
STANDARD PROVISIONS
Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred
General Counsel, this 7
th
day of January, 2009.
BANK OF AMERICA CORPORATION
By:
/s/ TERESA M. BRENNER
Name:
Teresa M. Brenner
Title:
Associate General Counsel
267
(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.
(c) “Junior Stock” means the Common Stock, and any other class or series of stock of the Corporation the terms of which expressly provide that it
ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.
(d) “Liquidation Amount” means $25,000 per share of Designated Preferred Stock.
(e) “Minimum Amount” means $2,500,000,000.
(f) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly
provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution
OF
substantially identical to the terms of the Offered Preferred Stock shall not be deemed to adversely affect such rights, preferences, privileges or voting
powers.
Without the consent of the holders of the Preferred Stock, Series 8, so long as such action does not adversely affect the interests of holders of
Preferred Stock, Series 8, the Corporation may amend, alter, supplement or repeal any terms of the Preferred Stock, Series 8:
(i) to cure any ambiguity, or to cure, correct or supplement any provision contained in a Certificate of Designations for such Preferred Stock, Series 8
that may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Preferred Stock, Series 8 that is not inconsistent with the
provisions of a Certificate of Designations for such Preferred Stock, Series 8.
Series 8 adversely.
As used above, the term “Required Unrestricted Tier 1 Provision” means a term which is, in the written opinion of legal counsel of recognized
standing and delivered to the Corporation, required for the Preferred Stock, Series 8 to be treated as Tier 1 Capital of the Corporation without any sublimit
or other quantitative restriction on the inclusion of such Preferred Stock, Series 8 in Tier 1 Capital (other than any limitation requiring that common equity
or a specified form of common equity constitute the dominant form of Tier 1 Capital) pursuant to the applicable Regulations. The Corporation shall provide
notice to holders of any Preferred Stock, Series 8 of any such changes in the terms of the Preferred Stock, Series 8 made pursuant to the terms of this
Section (5) on or about the date of effectiveness of any such modification and shall maintain a copy of such notice on file at the principal offices of the
Corporation. A copy of the relevant Regulations shall also be on file at the principal offices of the Corporation and, upon request, will be made available to
such holders.
For the avoidance of doubt, “amend”, “modify”, “change” and words of similar effect used in this Section (5) mean that the Preferred Stock, Series 8
shall have such additional or different rights, powers and preferences, and such qualifications, limitations and restrictions as may be established by the
of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Stock or other of the Corporation’s capital stock
computed by dividing the dividend rate of 8.625% per annum by four and applying the resulting rate to the amount of $30,000 per share. The amount of
dividends payable for any period shorter than a full Dividend Period on the Preferred Stock, Series 8, shall be computed on the basis of 30-day months, a
360-day year and the actual number of days elapsed in any period of less than one month. The amount of dividends payable on the Preferred Stock,
Series 8, shall be rounded to the nearest cent, with one-half cent being rounded upwards.
(c) So long as any shares of the Preferred Stock, Series 8 are outstanding, the Corporation may not declare or pay dividends on, make distributions
with respect to, or redeem, purchase or acquire (except for purchases by the Corporation or its affiliates in connection with transactions effected by or for
the account of customers of the Corporation or customers of any of its subsidiaries or in connection with the distribution or trading of such stock), or make a
liquidation payment with respect to the preferred stock of the Corporation of any series and any other stock of the Corporation ranking, as to dividends, on a
parity with the Preferred Stock, Series 8 unless for such Dividend Period full dividends on all outstanding shares of Preferred Stock, Series 8 have been
hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”) pursuant to the authority
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
8.625% NON-CUMULATIVE PREFERRED STOCK, SERIES 8
(Par Value $0.01 Per Share)
(c) Certain Voting Rights. The affirmative vote or consent of the holders of at least 67% of the outstanding voting power of each series of Preferred
Stock of the Corporation, including the Series 7 Preferred Stock, will be required (i) to create any class or series of stock which shall, as to dividends or
(a) General. Except as expressly provided in this Section 4 and as required by law, holders of Series 7 Preferred Stock shall have no voting rights.
The holders of the Series 7 Preferred Stock shall be entitled to vote on all maters submitted to a vote of the holders of Common Stock of the
Any shares of Series 7 Preferred Stock that are duly called for redemption pursuant to this Section 3 shall no longer be deemed to be outstanding for
any purpose from and after that time that the Corporation shall have irrevocably deposited with the paying agent identified in the notice of redemption funds
in an amount equal to the aggregate redemption price. From and after that time, the holders of the Series 7 Preferred Stock so called for redemption shall
have no further rights as stockholders of the Corporation and in lieu thereof shall have only the right to receive the redemption price, without interest.
Series 7 Preferred Stock redeemed pursuant to this Section 3 or purchased or otherwise acquired for value by the Corporation shall, after such
acquisition, have the status of authorized and unissued shares of Preferred Stock and may be reissued by the Corporation at any time as shares of any series
of Preferred Stock other than as Series 7 Preferred Stock.
-249-
(a) Payment of Dividends. Holders of Series 7 Preferred Stock shall be entitled to receive, if, when and as authorized and declared by the Board of
(c) Certain Voting Rights. The affirmative vote or consent of the holders of at least 67% of the outstanding voting power of each series of Preferred
Stock of the Corporation, including the Series 6 Preferred Stock, will be required (i) to create any class or series of stock which shall, as to dividends or
(a) General. Except as expressly provided in this Section 4 and as required by law, holders of Series 6 Preferred Stock shall have no voting rights.
The holders of the Series 6 Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of Common Stock of the
Any shares of Series 6 Preferred Stock that are duly called for redemption pursuant to this Section 3 shall no longer be deemed to be outstanding for
any purpose from and after that time that the Corporation shall have irrevocably deposited with the paying agent identified in the notice of redemption funds
in an amount equal to the aggregate redemption price. From and after that time, the holders of the Series 6 Preferred Stock so called for redemption shall
have no further rights as stockholders of the Corporation and in lieu thereof shall have only the right to receive the redemption price, without interest.
Series 6 Preferred Stock redeemed pursuant to this Section 3 or purchased or otherwise acquired for value by the Corporation shall, after such
acquisition, have the status of authorized and unissued shares of Preferred Stock and may be reissued by the Corporation at any time as shares of any series
of Preferred Stock other than as Series 6 Preferred Stock.
-241-
(a) Payment of Dividends. Holders of Series 6 Preferred Stock shall be entitled to receive, if, when and as authorized and declared by the Board of
Stock, Series 5 that may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Preferred Stock, Series 5 that is not
inconsistent with the provisions of a Certificate of Designations for such Preferred Stock, Series 5.
to re-vesting in the event of each and every subsequent Nonpayment in the payment of dividends as aforesaid.
Upon termination of the right of the holders of the Preferred Stock, Series 5, to vote for directors as provided in the previous paragraph, the
term of office of all directors then in office elected by such holders will terminate immediately. If the office of any director elected by such holders voting as
on the inclusion of such Preferred Stock, Series 5 in Tier 1 Capital (other than any limitation requiring that common equity or a specified form of common
equity constitute the dominant form of Tier 1 Capital) pursuant to the applicable Regulations. The Corporation shall provide notice to holders of any
Preferred Stock, Series 5 of any such changes in the terms of the Preferred Stock, Series 5 made pursuant to the terms of this Section 5 on or about the date
of effectiveness of any such modification and shall maintain a copy of such notice on file at the principal offices of the Corporation. A copy of the relevant
Regulations shall also be on file at the principal offices of the Corporation and, upon request, will be made available to such holders.
For the avoidance of doubt, “amend”, “modify”, “change” and words of similar effect used in this Section (5) mean that the Preferred Stock,
Series 5 shall have such additional or different rights, powers and preferences, and such qualifications, limitations and restrictions as may be established by
Stock, Series 5 will have no right to require redemption of any shares of Preferred Stock, Series 5.
(5) Terms Dependent on Regulatory Changes. If, (a) the Corporation (by election or otherwise) is subject to any law, rule, regulation or
its option, may redeem shares of the Preferred Stock, Series 5, as a whole at any time or in part from time to time, at a redemption price of $30,000 per
distributions with respect to, or redeem, purchase or acquire (except for purchases by the Corporation or its affiliates in connection with transactions
effected by or for the account of customers of the Corporation or customers of any of its subsidiaries or in connection with the distribution or trading of such
stock), or make a liquidation payment with respect to the preferred stock of the Corporation of any series and any other stock of the Corporation ranking, as
to dividends, on a parity with the Preferred Stock, Series 5 unless for such Dividend Period full dividends on all outstanding shares of Preferred Stock,
plus .50%, but in no event will the rate be less than 4.00% per annum, of the $30,000 liquidation preference per share of Preferred Stock, Series 5.
The “three-month U.S. dollar LIBOR”, with respect to a Dividend Period, means the rate (expressed as a percentage per annum) for deposits in
U.S. dollars for a three month period that normally appears on Telerate Page 3750, as displayed on page “BBAM” (British Bankers Association Official
BBA LIBOR Fixings) in the Bloomberg Professional Service (or any other service that may replace Telerate, Inc. on page BBAM or any other page that
may replace page BBAM on the Bloomberg Professional Service or a successor service, in each case, for the purpose of displaying London interbank
offered rates of major banks) as of 11:00 a.m. (London time) on the second London Business Day immediately preceding the first day of such Dividend
Period.
“Corporation”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”)
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES 5
(Par Value $0.01 Per Share)
Series 4 that may be defective or inconsistent; or
(ii) to make any provision with respect to matters or questions arising with respect to the Preferred Stock, Series 4 that is not inconsistent with
the provisions of a Certificate of Designations for such Preferred Stock, Series 4.
rights shall terminate except as expressly provided by law, subject to re-vesting in the event of each and every subsequent Nonpayment in the payment of
dividends as aforesaid.
Upon termination of the right of the holders of the Preferred Stock, Series 4, to vote for directors as provided in the previous paragraph, the term of
office of all directors then in office elected by such holders will terminate immediately. If the office of any director elected by such holders voting as a class
standing and delivered to the Corporation, required for the Preferred Stock, Series 4 to be treated as Tier 1 Capital of the Corporation without any sublimit
or other quantitative restriction on the inclusion of such Preferred Stock, Series 4 in Tier 1 Capital (other than any limitation requiring that common equity
or a specified form of common equity constitute the dominant form of Tier 1 Capital) pursuant to the applicable Regulations. The Corporation shall provide
notice to holders of any Preferred Stock, Series 4 of any such changes in the terms of the Preferred Stock, Series 4 made pursuant to the terms of this
Section 5 on or about the date of effectiveness of any such modification and shall maintain a copy of such notice on file at the principal offices of the
Corporation. A copy of the relevant Regulations shall also be on file at the principal offices of the Corporation and, upon request, will be made available to
such holders.
For the avoidance of doubt, “amend”, “modify”, “change” and words of similar effect used in this Section (5) mean that the Preferred Stock, Series 4
shall have such additional or different rights, powers and preferences, and such qualifications, limitations and restrictions as may be established by the
Series 4 will have no right to require redemption of any shares of Preferred Stock, Series 4.
(5) Terms Dependent on Regulatory Changes. If, (a) the Corporation (by election or otherwise) is subject to any law, rule, regulation or guidance
Corporation, at its option, may redeem shares of the Preferred Stock, Series 4, as a whole at any time or in part from time to time, at a redemption price of
with respect to, or redeem, purchase or acquire (except for purchases by the Corporation or its affiliates in connection with transactions effected by or for
the account of customers of the Corporation or customers of any of its subsidiaries or in connection with the distribution or trading of such stock), or make a
liquidation payment with respect to the preferred stock of the Corporation of any series and any other stock of the Corporation ranking, as to dividends, on a
parity with the Preferred Stock, Series 4 unless for such Dividend Period full dividends on all outstanding shares of Preferred Stock, Series 4 have been
LIBOR plus 0.75%, but in no event will the rate be less than 4.00%
The “three-month U.S. dollar LIBOR”, with respect to a Dividend Period, means the rate (expressed as a percentage
dollars for a three month period that normally appears on Moneyline Telerate Page 3750, as displayed on page “BBAM” (British Bankers Association
Official BBA LIBOR Fixings) in the Bloomberg Professional Service (or any other service that may replace Moneyline Telerate, Inc. on page BBAM or
any other page that may replace page BBAM on the Bloomberg Professional Service or a successor service, in each case, for the purpose of displaying
London interbank offered rates of major banks) as of 11:00 a.m. (London time) on the second London Business Day immediately preceding the first day of
such Dividend Period.
hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”) pursuant to the authority
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES 4
(Par Value $0.01 Per Share)
Directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of the holders of such outstanding shares of
to the Preferred Stock, Series 3, or existing terms shall be modified; provided, however, that no such provision or term shall be added, and no such
modification shall be made pursuant to the terms of this Section 5(iii), if it would alter or change the rights, powers or preferences of the shares of the
Preferred Stock, Series 3 so as to affect the shares of the Preferred Stock, Series 3 adversely.
As used above, the term “Required Unrestricted Tier 1 Provision” means a term which is, in the written opinion of legal counsel of recognized
standing and delivered to the Corporation, required for the Preferred Stock, Series 3 to be treated as Tier 1 Capital of the Corporation without any sublimit
or other quantitative restriction on the inclusion of such Preferred Stock, Series 3 in Tier 1 Capital (other than any limitation requiring that common equity
or a specified form of common equity constitute the dominant form of Tier 1 Capital) pursuant to the applicable Regulations. The Corporation shall provide
notice to holders of any Preferred Stock, Series 3 of any such changes in the terms of the Preferred Stock, Series 3 made pursuant to the terms of this
Section 5 on or about the date of effectiveness of any such modification and shall maintain a copy of such notice on file at the principal offices of the
Corporation. A copy of the relevant Regulations shall also be on file at the principal offices of the Corporation and, upon request, will be made available to
such holders.
For the avoidance of doubt, “amend”, “modify”, “change” and words of similar effect used in this Section (5) mean that the Preferred Stock,
Series 3 shall have such additional or different rights, powers and preferences, and such qualifications, limitations and restrictions as may be established by
Preferred Stock, Series 3 in respect of any prior Dividend Period. If the full dividend on the Preferred Stock, Series 3 is not paid for any Dividend Period,
the holders of Preferred Stock, Series 3 will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is
Series 3, shall be computed by dividing the dividend rate of 6.375% per annum by four and applying the resulting rate to the amount of $30,000 per share.
The amount of dividends payable for any period shorter than a full Dividend Period on the Preferred Stock, Series 3, shall be computed on the basis of
30-day months, a 360-day year and the actual number of days elapsed in any period of less than one month. The amount of dividends payable on the
Preferred Stock, Series 3, shall be rounded to the nearest cent, with one-half cent being rounded upwards.
(c) So long as any shares of the Preferred Stock, Series 3 are outstanding, the Corporation may not declare or pay dividends on, make
distributions with respect to, or redeem, purchase or acquire (except for purchases by the Corporation or its affiliates in connection with transactions
effected by or for the account of customers of the Corporation or customers of any of its subsidiaries or in connection with the distribution or trading of such
stock), or make a liquidation payment with respect to the preferred stock of the Corporation of any series and any other stock of the Corporation ranking, as
to dividends, on a parity with the Preferred Stock, Series 3 unless for such Dividend Period full dividends on all outstanding shares of Preferred Stock,
“Corporation”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”)
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
6.375% NON-CUMULATIVE PREFERRED STOCK, SERIES 3
(Par Value $0.01 Per Share)
Preferred Stock, Series F,” “Adjustable Rate Non-Cumulative Preferred Stock, Series G,” “8.20% Non-Cumulative Preferred Stock, Series H,” “6.625%
office of all directors then in office elected by such holders will terminate immediately. If the office of any director elected by such holders voting as a class
inclusion of such Preferred Stock, Series 2 in Tier 1 Capital (other than any limitation requiring that common equity or a specified form of common equity
constitute the dominant form of Tier 1 Capital) pursuant to the applicable Regulations. The Corporation shall provide notice to holders of any Preferred
Stock, Series 2 of any such changes in the terms of the Preferred Stock, Series 2 made pursuant to the terms of this Section 5 on or about the date of
effectiveness of any such modification and shall maintain a copy of such notice on file at the principal offices of the Corporation. A copy of the relevant
Regulations shall also be on file at the principal offices of the Corporation and, upon request, will be made available to such holders.
Series 2 will have no right to require redemption of any shares of Preferred Stock, Series 2.
(5) Terms Dependent on Regulatory Changes. If, (a) the Corporation (by election or otherwise) is subject to any law, rule, regulation or guidance
Corporation, at its option, may redeem shares of the Preferred Stock, Series 2, as a whole at any time or in part from time to time, at a redemption price of
distributions with respect to, or redeem, purchase or acquire (except for purchases by the Corporation or its affiliates in connection with transactions
effected by or for the account of customers of the Corporation or customers of any of its subsidiaries or in connection with the distribution or trading of such
stock), or make a liquidation payment with respect to the preferred stock of the Corporation of any series and any other stock of the Corporation ranking, as
to dividends, on a parity with the Preferred Stock, Series 2 unless for such Dividend Period full dividends on all outstanding shares of Preferred Stock,
each Dividend Period shall be a floating rate
3.00% per annum, of the $30,000 liquidation preference per share of Preferred Stock, Series 2.
The “three-month U.S. dollar LIBOR”, with respect to a Dividend Period, means the rate (expressed as a percentage per annum) for deposits in U.S.
dollars for a three month period that normally appears on Moneyline Telerate Page 3750, as displayed on page “BBAM” (British Bankers Association
Official BBA LIBOR Fixings) in the Bloomberg Professional Service (or any other service that may replace Moneyline Telerate, Inc. on page BBAM or
any other page that may replace page BBAM on the Bloomberg Professional Service or a successor service, in each case, for the purpose of displaying
London interbank offered rates of major banks) as of 11:00 a.m. (London time) on the second London Business Day immediately preceding the first day of
such Dividend Period.
hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”) pursuant to the authority
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES 2
(Par Value $0.01 Per Share)
Series M,” and any other class or series of stock of the Corporation hereafter authorized that ranks on parity with the Preferred Stock, Series 1, as to
office of the directors elected by such holders voting as a class shall end and the special voting rights shall have expired, the number of directors shall be
such number as may be provided for in the By-laws irrespective of any increase made pursuant to the provisions hereof.
So long as any shares of the Preferred Stock, Series 1, remain outstanding, the affirmative vote or consent of the holders of at least two-thirds
of the shares of the Preferred Stock, Series 1, outstanding at the time (voting as a class with all other series of preferred stock ranking on a parity with the
provide notice to holders of any Preferred Stock, Series 1 of any such changes in the terms of the Preferred Stock, Series 1 made pursuant to the terms of
this Section 5 on or about the date of effectiveness of any such modification and shall maintain a copy of such notice on file at the principal offices of the
Corporation. A copy of the relevant Regulations shall also be on file at the principal offices of the Corporation and, upon request, will be made available to
such holders.
distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to the preferred stock of the Corporation of any
series and any other stock of the Corporation ranking, as to dividends, on a parity with the Preferred Stock, Series 1 unless for such Dividend Period full
shares of Preferred Stock, Series 1 for each Dividend Period shall be a floating rate per annum equal to three-month U.S. dollar LIBOR plus 0.75%, but in
no event will the rate be less than 3.00% per annum, of the $30,000 liquidation preference per share of Preferred Stock, Series 1.
LIBOR, with respect to a Dividend Period, means the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three month
period that normally appears on Moneyline Telerate Page 3750, as displayed on page “BBAM” (British Bankers Association Official BBA LIBOR Fixings)
in the Bloomberg Professional Service (or any other service that may replace Moneyline Telerate, Inc. on page BBAM or any other page that may replace
page BBAM on the Bloomberg Professional Service or a successor service, in each case, for the purpose of displaying London interbank offered rates of
major banks) as of 11:00 a.m. (London time) on the second London Business Day immediately preceding the first day of such Dividend Period.
“Corporation”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”)
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES 1
(Par Value $0.01 Per Share)
th
day of
December, 2008.
BANK OF AMERICA CORPORATION
By:
/s/ Teresa M. Brenner
Name:
Teresa M. Brenner
Title:
Associate General Counsel
- 178 -
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the
“Company”), does hereby certify that:
1. The Amended and Restated Certificate of Incorporation of the Company is hereby amended by changing the number of shares of stock the
Company is authorized to issue, so that, the first sentence of Article 3 thereof shall read as follows:
“3. The number of shares, par value $0.01 per share, the Company is authorized to issue is Ten Billion One Hundred Million
(10,100,000,000), divided into the following classes:
Class
Number of Shares
Common
10,000,000,000
Preferred
100,000,000.”
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
[SIGNATURE PAGE FOLLOWS]
exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.
Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock
may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the
Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9. Notices. All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and
delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the
Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The
Depository Trust Corporation or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by
such facility.
Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the
Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any
amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or
voting powers of the Designated Preferred Stock; or
(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification
involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each
case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the
Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its
ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges
and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights,
preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such
consummation, taken as a whole;
provided
authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the
given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares
held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places
where certificates for such shares are to be surrendered for payment of the redemption price.
(d) Partial Redemption. In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be
redeemed shall be selected either
subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its
subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or
into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding
Original Issue Date to, but excluding, the next Dividend Payment Date.
Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and
for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a
30-day month.
Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated
Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately
preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of
Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a
STANDARD PROVISIONS
Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred
General Counsel, this 27th day of October, 2008.
BANK OF AMERICA CORPORATION
By:
/s/ TERESA M. BRENNER
Name:
Teresa M. Brenner
Title:
Associate General Counsel
166
(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.
(c) “Junior Stock” means the Common Stock, and any other class or series of stock of the Corporation the terms of which expressly provide that it
ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.
(d) “Liquidation Amount” means $25,000 per share of Designated Preferred Stock.
(e) “Minimum Amount” means $3,750,000,000.
(f) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly
provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution
OF
to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of
unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to
the Corporation, but shall in no event be entitled to any interest.
Section 7. Voting Rights.
(a) General.
addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such
mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be
(a) Liquidation
shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series H Preferred Stock
shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with
CERTIFICATE OF DESIGNATIONS
OF
8.20% NON-CUMULATIVE PREFERRED STOCK, SERIES H
OF
BANK OF AMERICA CORPORATION
Section 1. Designation
Preferred Stock
Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the
OF
8.20% NON-CUMULATIVE PREFERRED STOCK, SERIES H
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights
with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders
thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date
from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary
Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such
interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by
law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the
shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the
amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be
entitled to any interest.
Section 7. Voting Rights
(a) General.
(a) Optional Redemption
of the Board of Directors of the Corporation, may redeem out of funds legally available therefor, in whole or in part, the shares of
Series M Preferred Stock at the time outstanding, at any time on any Dividend Payment Date on or after the Dividend Payment
Date on May 15, 2018, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series M
Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid.
(b) Notice of Redemption
class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses
appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the
date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly
interest will be payable in respect of any dividend payment on shares of Series M Preferred Stock that may be in arrears. Subject
day of the calendar month immediately preceding the month in which the Dividend Payment Date falls. For the Fixed Rate Period,
the amount of dividends payable shall be computed on the basis of a 360-day year of twelve 30-day months. For the Floating
Rate Period, the amount of dividends payable shall be computed on the basis of a 360-day year and the actual number of days
elapsed in a Dividend Period.
(b) Non-Cumulative Dividends
extent that any dividends payable on the shares of Series M Preferred Stock on any Dividend Payment Date are not declared and
paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to
accrue and be payable, and the Corporation shall have no obligation to pay, and the holders of Series M Preferred Stock shall have
no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or
CERTIFICATE OF DESIGNATIONS
OF
FIXED-TO-FLOATING RATE
NON-CUMULATIVE PREFERRED STOCK, SERIES M
OF
BANK OF AMERICA CORPORATION
Section 1. Designation
Non-Cumulative Preferred Stock, Series M” (the “
identical in all respects to every other share of Series M Preferred Stock. Series M Preferred Stock will rank equally with Parity
Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of
OF
FIXED-TO-FLOATING RATE
NON-CUMULATIVE PREFERRED STOCK, SERIES M
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of
Delaware (the “Corporation”), does hereby certify that:
otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation
as to series and shall be available for subsequent issuance.
Section 18. No Sinking Fund
25
and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the
Holders).
(c) All shares of Common Stock delivered upon conversion of the Series L Preferred Stock shall be duly authorized, validly issued, fully paid
and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other
encumbrances created by the Holders).
(d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series L Preferred Stock, the
Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such
securities with, or any approval of or consent to the delivery thereof by, any governmental authority.
(e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any
other national securities exchange or automated quotation system, the Corporation will, if permitted by the rules of such exchange or automated quotation
system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock
issuable upon conversion of the Series L Preferred Stock;
Corporation to defer the listing of such Common Stock until the first conversion of Series L Preferred Stock into Common Stock in accordance with the
provisions hereof, the Corporation covenants to list such Common Stock issuable upon conversion of the Series L Preferred Stock in accordance with the
requirements of such exchange or automated quotation system at such time.
Section 14. Preemption
Section 15. Rank
conversion of all of the Series L Preferred Stock or (B) the payment of full dividends on the Series L Preferred Stock and any other series of the
Corporation’s preferred stock, if any, for the equivalent of at least four quarterly Dividend Periods (but subject to revesting in the case of any similar
non-payment of dividends in respect of future Dividend Periods) following a Nonpayment on the Series L Preferred Stock and any other series of the
Corporation’s preferred stock. Upon termination of the special voting right described above, the terms of office of the Preferred Directors will immediately
terminate, and the number of directors constituting the Board will be reduced accordingly. Any Preferred Director may be removed at any time without
transaction, the consideration that the Holders are entitled to receive will be deemed to be the types and amounts of consideration received by the majority
of the holders of the shares of the Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion
Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of the securities, cash, or
convertible security outstanding as of the date the shares of the Series L Preferred Stock were first issued;
(D) for a change in the par value or no par value of the Common Stock; or
(E) for accrued and unpaid dividends on the Series L Preferred Stock.
(d) Whenever the Conversion Rate is to be adjusted in accordance with Section 7(a) or Section 7(b), the Corporation shall: (i) compute the
upon conversion of any shares of the Series L Preferred Stock, Holders will receive, in addition to the shares of Common Stock, the rights under the rights
plan, unless, prior to such Conversion Date, the rights have separated from the shares of Common Stock, in which case the Conversion Rate will be adjusted
at the time of separation as if the Corporation had made a distribution to all holders of the Common Stock as described in clause (iv) above, subject to
readjustment in the event of the expiration, termination, or redemption of such rights.
(b) The Corporation may make such increases in the Conversion Rate, in addition to any other increases required by this Section 7, if the
Corporation deems it advisable in order to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of
shares of Common Stock (or issuance of rights or warrants to acquire shares of Common Stock) or from any event treated as such for income tax purposes
or for any other reason.
(c)(i) All adjustments to the Conversion Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock. No adjustment in the
Conversion Rate will be made unless such adjustment would require an increase or decrease of at least one percent therein;
which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment;
further
the Conversion Rate will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.
(ii) No adjustment to the Conversion Rate shall be made if Holders may participate in the transaction that would otherwise give rise to an
adjustment, as a result of holding the Series L Preferred Stock, without having to convert the Series L Preferred Stock, as if they held the full number of
shares of Common Stock into which their shares of the Series L Preferred Stock may then be converted.
(iii) The Applicable Conversion Rate will not be adjusted:
(A) upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;
(B) upon the issuance of any shares of the Common Stock or rights or warrants to purchase those shares pursuant to any present or
future employee, director, or consultant benefit plan or program of or assumed by the Corporation or any of its subsidiaries;
18
SP
0
= the VWAP per share of Common Stock on the Trading Day immediately preceding the Ex-Date.
SP
0
of such rights or warrants, to subscribe for or purchase the shares of Common Stock (or securities convertible into shares of Common Stock) at less than (or
(a) The Conversion Rate shall be subject to the following adjustments.
(i)
then the Conversion Rate in effect immediately following the record date for such dividend or distribution will be multiplied by the following fraction:
OS
OS
Where,
OS
0
= the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution.
OS
1
= the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the
total number of shares of Common Stock constituting such dividend.
Notwithstanding the foregoing, no adjustment will be made for the issuance of the Common Stock as a dividend or distribution to all holders of
Common Stock that is made in lieu of quarterly dividends or distributions to such holders, to the extent such dividend or distribution does not exceed the
dividend threshold amount defined in clause (v) below. For purposes of this paragraph, the amount of any dividend or distribution will equal the number of
shares being issued multiplied by the average VWAP of the Common Stock over each of the five consecutive Trading Days prior to the record date for such
distribution.
(ii)
Stock, then the Conversion Rate in effect immediately following the effective date of such share subdivision, split, or combination will be multiplied by the
following fraction:
OS
OS
Where,
OS
0
= the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, split, or combination.
OS
1
= the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision,
split, or combination.
(iii)
rights or warrants issued
14
conversion must be exercised.
(v) On the effective date of a Fundamental Change, another written notice shall be sent by or on behalf of the Corporation, by first-class mail,
postage prepaid, to the Holders as they appear in the records of the Corporation. Such notice shall contain:
(A) the date that shall be 30 days after the effective date of the Fundamental Change;
(B) the adjusted conversion price following the Fundamental Change;
(C) the amount of cash, securities and other consideration received by a Holder of Series L Preferred Stock upon conversion; and
(D) the instructions a Holder must follow to exercise its conversion option in connection with such Fundamental Change.
(vi) To exercise its conversion option upon a Fundamental Change, a Holder must, no later than 5:00 p.m., New York City time on or before the
date by which the conversion option upon the Fundamental Change must be exercised as specified in the notice delivered under clause (v) above, comply
Preferred Stock or successor security held by it will remain outstanding, and the Holder will not be eligible to receive Make-Whole Shares.
(vii) Upon a Make-Whole Acquisition Conversion, the Conversion Agent shall, except as otherwise provided in the instructions provided by
Stock otherwise issuable upon conversion.
hereof), no Make-Whole Shares will be issued upon conversion of the Series L Preferred Stock; and
(3) if the Make-Whole Acquisition Stock Price is less than $40.00 per share (subject to adjustment pursuant to Section 7 hereof),
no Make-Whole Shares will be issued upon conversion of the Series L Preferred Stock.
prior to the Optional Conversion Date. In addition to any information required by applicable law or regulation, the Notice of Optional Conversion or press
release shall state, as appropriate:
(A) the Optional Conversion Date;
(B) the aggregate number of shares of Series L Preferred Stock to be converted and, if less than all of the shares of Series L Preferred
Stock are to be converted, the percentage of shares of Series L Preferred Stock to be converted; and
(C) the number of shares of Common Stock to be issued upon conversion of each share of Series L Preferred Stock.
(c) Conversion Upon Make-Whole Acquisition
(i) In the event of a Make-Whole Acquisition, each Holder shall have the option to convert its shares of Series L Preferred Stock (a

Make-Whole Acquisition (the “
Effective Date and receive an additional number of shares of Common Stock (the “
(C) The Conversion Agent shall, on a Holder’s behalf, convert the Series L Preferred Stock into shares of Common Stock, in
accordance with the terms of the notice delivered by such Holder described in clause (B) above. If the Conversion Date is prior to the record date relating to
any declared dividend for the Dividend Period in which a Holder elects to convert, the Holder will not receive any declared dividends for that Dividend
Period. If the Conversion Date is after the record date relating to any declared dividend and prior to the Dividend Payment Date, the Holder will receive that
dividend on the relevant Dividend Payment Date if the Holder was the holder of record on the record date for that dividend. However, if the Conversion
treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the Optional Conversion
Date or any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or
cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series L
Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver
such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation or, in the case of global
certificates, through book-entry transfer through the Depository.
(v) Conversion into shares of Common Stock will occur on the Optional Conversion Date or any applicable Conversion Date as follows:
(A) On the Optional Conversion Date, certificates representing shares of Common Stock shall be issued and delivered to Holders or
their designee upon presentation and surrender of the certificate evidencing the Series L Preferred Stock to the Conversion Agent if shares of the Series L
Preferred Stock are held in certificated form, and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all
transfer and similar taxes. If a Holder’s interest is a beneficial interest in a global certificate representing Series L Preferred Stock, a book-entry transfer
through the Depository will be made by the Conversion Agent upon compliance with the Depository’s procedures for converting a beneficial interest in a
global security.
(B) On the date of any conversion at the option of Holders pursuant to Section 5, Section 6(b), Section 6(c) or Section 6(d), if a
Holder’s interest is in certificated form, a Holder must do each of the following in order to convert:
of Series L Preferred Stock and the holders of any Parity Stock then outstanding. For purposes of calculating the
of Series L Preferred Stock will accrue on the liquidation preference of $1,000 per share at a rate per annum equal to 7.25%. The record date for payment of
dividends on the Series L Preferred Stock shall be the first day of the calendar month in which the relevant Dividend Payment Date falls. The amount of
dividends payable shall be computed on the basis of a 360-day year of twelve 30-day months. Dollar amounts resulting from that calculation will be
rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series L Preferred Stock will cease to accrue after conversion, as
described below. If the Corporation issues additional shares of the Series L Preferred Stock, dividends on those additional shares will accrue from the
preceding scheduled Dividend Payment Date at the dividend rate.
(b) Non-Cumulative Dividends
or a duly authorized committee of the Board does not declare a dividend on the Series L Preferred Stock for a Dividend Period prior to the related Dividend
Payment Date, that dividend will not accrue, and the Corporation will have no obligation to pay a dividend for that Dividend Period on the Dividend


CERTIFICATE OF DESIGNATIONS
OF
OF
except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the
redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company
any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and
unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event
of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the
Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall
in no event be entitled to any interest.
Section 7. Voting Rights
(a) General.
(a) Optional Redemption
Corporation, may redeem out of funds legally available therefor, in whole or in part, the shares of Series K Preferred Stock at the time outstanding, at any
time on any Dividend Payment Date on or after the Dividend Payment Date on January 30, 2018, upon notice given as provided in Section 6(b) below. The
redemption price for shares of Series K Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid.
(b) Notice of Redemption
addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such
mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be
For the Floating Rate Period, the amount of dividends payable shall be computed on the basis of a 360-day year and the actual number of days elapsed in a
Dividend Period.
(b) Non-Cumulative Dividends
on the shares of Series K Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date,
then such unpaid dividends shall not cumulate and shall cease to accrue and be payable, and the Corporation shall have no obligation to pay, and the holders
of Series K Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend
CERTIFICATE OF DESIGNATIONS
OF
FIXED-TO-FLOATING RATE
NON-CUMULATIVE PREFERRED STOCK, SERIES K
OF
BANK OF AMERICA CORPORATION
Section 1. Designation
K” (the “
Stock. Series K Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with
OF
FIXED-TO-FLOATING RATE
NON-CUMULATIVE PREFERRED STOCK, SERIES K
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of
unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to
the Corporation, but shall in no event be entitled to any interest.
Section 7. Voting Rights
(a) General.
addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such
mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be
(a) Liquidation
Preferred Stock, Series D, (c) the Corporation’s Floating Rate Non-Cumulative Preferred Stock, Series E, (d) the Corporation’s Floating Rate
Non-Cumulative Preferred Stock, Series F (if and when issued and outstanding), (e) the Corporation’s Adjustable Rate Non-Cumulative Preferred Stock,
Series G (if and when issued and outstanding), (f) the Corporation’s 6.625% Non-Cumulative Preferred Stock, Series I and (g) any other class or series of
stock of the Corporation hereafter authorized that ranks on a par with the Series J Preferred Stock in the payment of dividends and in the distribution of
CERTIFICATE OF DESIGNATIONS
OF
7.25% NON-CUMULATIVE PREFERRED STOCK, SERIES J
OF
BANK OF AMERICA CORPORATION
Section 1. Designation
Preferred Stock
Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of
OF
7.25% NON-CUMULATIVE PREFERRED STOCK, SERIES J
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to
the Corporation, but shall in no event be entitled to any interest.
Section 7. Voting Rights
(a) General.
addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such
mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be
(a) Liquidation
Preferred Stock, Series D, (c) the Corporation’s Floating Rate Non-Cumulative Preferred Stock, Series E, (d) the Corporation’s Floating Rate
Non-Cumulative Preferred Stock, Series F (if and when issued and outstanding), (e) the Corporation’s Adjustable Rate Non-Cumulative Preferred Stock,
Series G (if and when issued and outstanding) and (f) any other class or series of stock of the Corporation hereafter authorized that ranks on a par with the
CERTIFICATE OF DESIGNATIONS
OF
6.625% NON-CUMULATIVE PREFERRED STOCK, SERIES I
OF
BANK OF AMERICA CORPORATION
Section 1. Designation
Preferred Stock
Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of
OF
6.625% NON-CUMULATIVE PREFERRED STOCK, SERIES I
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event
of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the
Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall
in no event be entitled to any interest.
Section 7. Voting Rights
as expressly provided by law.
Section 8. Preemption and Conversion
Series G Preferred Stock into shares of any other class of capital stock of the Corporation.
Section 9. Rank
(b) Notice of Redemption
addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such
mailing shall be at least 15 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be
(a) Liquidation
TO
CERTIFICATE OF DESIGNATIONS
OF
ADJUSTABLE RATE NON-CUMULATIVE PREFERRED STOCK, SERIES G
OF
BANK OF AMERICA CORPORATION
Section 1. Designation

G Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the
OF
ADJUSTABLE RATE NON-CUMULATIVE PREFERRED STOCK, SERIES G
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “
does hereby certify that:
as expressly provided by law.
Section 8. Preemption and Conversion
Series F Preferred Stock into shares of any other class of capital stock of the Corporation.
Section 9. Rank
rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $100,000
TO
CERTIFICATE OF DESIGNATIONS
OF
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES F
OF
BANK OF AMERICA CORPORATION
Section 1. Designation

F Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the
OF
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES F
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “
does hereby certify that:
York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent
directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director
elected by the holders of shares of Series E Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series E Preferred
Stock as to payment of dividends is a “
(ii) Election.
Corporation otherwise than pursuant to
conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series E Preferred Stock for the then-current
TO
CERTIFICATE OF DESIGNATIONS
OF
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES E
OF
BANK OF AMERICA CORPORATION
Section 1. Designation.

E Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the
OF
FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES E
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of
equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to
any interest.
Section 7. Voting Rights
(a) General.
addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such
mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be
(a) Liquidation
TO
CERTIFICATE OF DESIGNATIONS
OF
6.204% NON-CUMULATIVE PREFERRED STOCK, SERIES D
OF
BANK OF AMERICA CORPORATION
Section 1. Designation
Preferred Stock
Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the
OF
6.204% NON-CUMULATIVE PREFERRED STOCK, SERIES D
OF
BANK OF AMERICA CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify that:
OF
FIXED/ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK
AND
EIGHTH:
The Merger shall become effective as of 12:01 a.m., Eastern time, on January 1, 2006.
IN WITNESS WHEREOF, Bank of America has caused this Certificate of Merger to be executed by its duly authorized officer on this 29
th
day of
December, 2005.
BANK OF AMERICA CORPORATION
By:
/s/ WILLIAM J. MOSTYN
Name:
William J. Mostyn
Title:
OF
MBNA CORPORATION
(a Maryland corporation)
with and into
BANK OF AMERICA CORPORATION
(a Delaware corporation)
Pursuant to Section 252 of the General Corporation Law of the State of Delaware (the “DGCL”), Bank of America Corporation, a Delaware
corporation (“Bank of America”), hereby certifies the following information relating to the merger of MBNA Corporation, a Maryland corporation
(“MBNA”), with and into Bank of America (the “Merger”):
FIRST:
The name and state of incorporation of each of the constituent corporations (the “Constituent Corporations”) in the Merger are:
Name:
State of Incorporation
Bank of America Corporation
Delaware
MBNA Corporation
Maryland
SECOND:
st
day of
March, 2004.
BANK OF AMERICA CORPORATION
By:
/s/ JAMES H. HANCE, JR.
Name:
James H. Hance, Jr.
Title:
Chief Financial Officer
OF
dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the
holders of shares of this Series;
any other class or series of preferred stock of the Corporation shall exist (other than any Voting Preferred) (A) any vacancy in the office of a Preferred
Director may be filled (except as provided in the following clause (B)) by an instrument in writing signed by the remaining Preferred Director and filed with
the Corporation and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares
(5) Notwithstanding the foregoing provisions of this Section (c), if any dividends on this Series are in arrears, no shares of this Series shall be
redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares
of this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding shares of this Series.
(d) Liquidation Rights.
(1) Upon the dissolution, liquidation or winding up of the Corporation, the holders of the shares of this Series shall be entitled to receive and be paid
amount of dividends on the shares of this Series payable on any Dividend Payment Date will be or is adjusted upwards as described in Section
(b)(2) above, the Corporation, at its option, may redeem all, but not less than all, of the outstanding shares of this Series; provided, that within
sixty days of the date on which an amendment to the Code is enacted which reduces the Dividends Received Percentage to 40% or less, the
Corporation sends notice to holders of shares of this Series of such redemption in accordance with subsection (3) below.
regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board.
(2) If one or more amendments to the Internal Revenue Code of 1986, as amended (the “Code”), are enacted that change the percentage of the
dividends received deduction (currently 70%) as specified in Section 243(a)(1) of the Code or any successor provision (the “Dividends Received
Percentage”), the amount of each dividend payable per share of this Series for dividend payments made on or after the date of enactment of such change
OF
Series;
any other class or series of preferred stock of the Corporation shall exist (other than any Voting Preferred) (A) any vacancy in the office of a Preferred
Director may be filled (except as provided in the following clause (B)) by an instrument in writing signed by the remaining Preferred Director and filed with
the Corporation and (B) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding shares
(5) Notwithstanding the foregoing provisions of this Section (c), if any dividends on this Series are in arrears, no shares of this Series shall be
redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares
of this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding shares of this Series.
(d) Liquidation Rights.
(1) Upon the dissolution, liquidation or winding up of the Corporation, the holders of the shares of this Series shall be entitled to receive and be paid
After April 1, 2006, dividends on this Series will be payable quarterly, as, if and when declared by the Board of Directors or a duly authorized
committee thereof on each Dividend Payment Date at the Applicable Rate from time to time in effect. The Applicable Rate per annum for any dividend
period beginning on or after April 1, 2006 will be equal to .50% plus the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
OF
FIXED/ADJUSTABLE RATE CUMULATIVE
PREFERRED STOCK
OF
Bank of America Corporation
(Pursuant to Section 151 of the Delaware Corporation Law)
Bank of America Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”) pursuant to the authority
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BANK OF AMERICA CORPORATION
Bank of America Corporation, a Delaware corporation (the “Corporation”), does hereby certify as follows:
Voting Rights.
Holders of Series BB Preferred Stock shall have no voting rights except as required by law and as follows: in the event that any quarterly
the adjustments provided for in paragraph F(4). The provisions of this paragraph F(6) shall similarly apply to successive consolidations, mergers and sales.
(7) The Corporation shall pay any taxes that may be payable in respect of the issuance of shares of Common Stock upon conversion of shares of
Series BB Preferred Stock, but the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the
issuance of shares of Common Stock in a name other than that in which the shares of Series BB Preferred Stock so converted are registered, and the
Corporation shall not be required to issue or deliver any such shares unless and until the person(s) requesting such issuance shall have paid to the
Corporation the amount of any such taxes, or shall have established to the satisfaction of the Corporation that such taxes have been paid.
(8) The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock the full number of shares of
Common Stock issuable upon the conversion of all shares of Series BB Preferred Stock then outstanding.
(9) In the event that:
(i) The Corporation shall declare a dividend or any other distribution on its Common Stock, payable otherwise than in cash out of
Stock on the date on which the shares of Series BB Preferred Stock were duly surrendered for conversion, or if such date is not a trading date, on the next
succeeding trading date. The closing price of the Common Stock for any day shall mean the last reported sales price regular way on such day or, in case no
such sale takes place on such day, the average of the reported closing bid and asked prices, regular way, on the New York Stock Exchange, or, if the
Common Stock is not then listed on such Exchange, on the principal national securities exchange on which the Common Stock is listed for trading, or, if not
then listed for trading on any national securities exchange, the average of the closing bid and asked prices of the Common Stock as furnished by the
National Quotation Bureau, Inc., or if the National Quotation Bureau, Inc. ceases to furnish such information, by a comparable independent securities
quotation service.
(4) In the event the Corporation shall at any time (i) pay a dividend or make a distribution to holders of Common Stock in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a larger number of shares, or (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, the Conversion Rate in effect at the time of the record date for such dividend or distribution or the effective date of such
subdivision or combination shall be adjusted so that the holder of any shares of Series BB Preferred Stock surrendered for conversion after such record date
or effective date shall be entitled to receive the number of shares of Common Stock which he would have owned or have been entitled to receive
to time as hereinafter provided. No payment or adjustment shall be made on account of any accrued and unpaid dividends on shares of Series BB Preferred
payment, without interest, of the Redemption Price.
(5) Any provisions of paragraph D or E to the contrary notwithstanding, in the event that any quarterly dividend payable on the Series BB
the shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; and (5) the place(s) where certificates for such
shares are to be surrendered for payment of the Redemption Price. If such notice is mailed as aforesaid, and if on or before the date fixed for redemption
C.
Liquidation Preference.
Stock shall apply on like or similar terms to any such other shares or securities.
(3) The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery
person or any other property (including shares of a subsidiary of the Corporation), or any combination thereof, effected while any of the shares
of ESOP Preferred Stock are outstanding, pursuant to any tender offer or exchange offer subject to Section 13(e) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or any successor provision of law, or pursuant to any other offer available to substantially all
York Stock Exchange Composite Tape or, if such security is not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which such security is listed or admitted to trading or, if not listed or admitted to trading on any
the date of purchase with respect to any Pro Rata Repurchase which is not a tender offer, as the case may be. The Corporation shall send each holder of
ESOP Preferred Stock (x) notice of its intent to make any Extraordinary Distribution and (y) notice of any offer by the Corporation to make a Pro Rata
Repurchase, in each case at the same time as, or as soon as practicable after, such offer is first communicated (including by announcement of a record date
in accordance with the rules of any stock exchange on which the Common Stock is listed or admitted to trading) to holders of Common Stock. Such notice
shall indicate the intended record date and the amount and nature of such dividend or distribution, or the number of shares subject to such offer for a Pro
Rata Repurchase and the purchase price payable by the Corporation pursuant to such offer, as well as the Conversion Ratio and the number of shares of
Common Stock into which a share of ESOP Preferred Stock may be converted at such time.
(5) Notwithstanding any other provisions of this paragraph I, the Corporation shall not be required to make any adjustment of the Conversion
Ratio unless such adjustment would require an increase or decrease of at least one percent (1%) in the Conversion Ratio. Any lesser adjustment shall be
plurality of the non-electing shares).
(3) In the event the Corporation shall enter into any agreement providing for any consolidation or merger or similar transaction described in
paragraph H(2), then the Corporation shall as soon as practicable thereafter (and in any event at least ten (10) business days before consummation of such
transaction) give notice of such agreement and the material terms thereof to each holder of ESOP Preferred Stock and each such holder shall have the right
to elect, by written notice to the Corporation, to receive, upon consummation of such transaction (if and when such transaction is consummated), from the
the ESOP Preferred Stock shall be convertible, otherwise on the terms and conditions provided by paragraph E hereof, into the qualifying employer
securities so receivable by a holder of the number of shares of Common Stock into which such shares of ESOP Preferred Stock could have been converted
immediately prior to such transaction if such holder of Common Stock failed to exercise any rights of election to receive any kind or amount of stock,
securities, cash or other property (other than such qualifying employer securities and a cash payment, if applicable, in lieu of fractional shares) receivable
upon such transaction (provided that, if the kind or amount of qualifying employer securities receivable upon such transaction is not the same for each
non-electing share, then the kind and amount of qualifying employer securities receivable upon such transaction for each non-electing share shall be the
kind and amount so receivable per share by a plurality of the non- electing shares). The rights of the ESOP Preferred Stock as preferred stock of such
successor or resulting company shall successively be subject to adjustments pursuant to paragraph I hereof after any such transaction as nearly equivalent to
the adjustments provided for by such paragraph prior to such transaction. The Corporation shall not consummate any such merger, consolidation or similar
transaction unless all then outstanding shares of the ESOP Preferred Stock shall be assumed and authorized by the successor or resulting company as
aforesaid.
(2) In the event that the Corporation shall consummate any consolidation or merger or similar transaction, however named, pursuant to which
the outstanding shares of Common Stock are by operation of law exchanged for or changed, reclassified or converted into other stock or securities or cash or
any other property, or any combination thereof, other than any such consideration which is constituted solely of qualifying employer securities (as referred
to in paragraph H(l)) and cash payments, if applicable, in lieu of fractional shares, all outstanding shares of ESOP Preferred Stock shall, without any action
on the part of the Corporation or any holder thereof (but subject to paragraph H(3)), be deemed converted by virtue of such merger, consolidation or similar
transaction immediately prior to such consummation into the number of shares of Common Stock into which such shares of ESOP Preferred Stock could
have been converted at such time, and each share of ESOP Preferred Stock shall, by virtue of such transaction and on the same terms as apply to the holders
of Common Stock, be converted into or exchanged for the aggregate amount of stock, securities, cash or other property (payable in like kind) receivable by
a holder of the number of shares of Common Stock into which such shares of ESOP Preferred Stock could have been converted immediately prior to such
transaction if such holder of Common Stock failed to exercise any rights of election as to the kind or amount of stock, securities, cash or other property
receivable upon such transaction (provided that, if the kind or amount of stock, securities, cash or other property receivable upon such transaction is not the
same for each non-electing share, then the kind and amount of stock,
Trustee under the Plan for the benefit of the Plan.
H.
shares of ESOP Preferred Stock called for redemption will cease to accrue, such shares will no longer be deemed to be outstanding and all rights in respect
of such shares of the Corporation shall cease, except the right to receive the redemption price. If less than all of the outstanding shares of ESOP Preferred
Stock made at the option of the holder thereof shall be effective as of the earlier of (i) the delivery to such holder or such holder’s designee of the certificate
or certificates representing the shares of Common Stock issued upon conversion thereof or (ii) the commencement of business on the second business day
after the surrender of the certificate or certificates for the shares of ESOP Preferred Stock to be converted, duly assigned or endorsed for transfer to the
requirements as to registration or qualification of the Common Stock, in order to enable the Corporation lawfully to issue and deliver to each holder of
record of ESOP Preferred Stock such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all shares of
ESOP Preferred Stock then outstanding and convertible into shares of Common Stock.
F.
Redemption At the Option of the Corporation.
(1) The ESOP Preferred Stock shall be redeemable, in whole or in part, at the option of the Corporation at any time, at a redemption price per
share (except as to redemption pursuant to paragraph F(3)) of $42.83 prior to July 1, 1999 and $42.50 thereafter, plus, in each case, an amount equal to all
accrued and unpaid dividends thereon to the date fixed for redemption. Payment of the redemption price shall be made by the Corporation
when, and the place or places where, the amounts distributable to holders of ESOP Preferred Stock in such circumstances shall be payable, shall be given by
first-class mail, postage prepaid, mailed not less than twenty (20) days prior to any payment date stated therein, to the holders of ESOP Preferred Stock, at
the address shown on the books of the Corporation or any transfer agent for the ESOP Preferred Stock.
E.
Conversion into Common Stock.
(1) A holder of shares of ESOP Preferred Stock shall be entitled, at any time prior to the close of business on the date fixed for redemption of
such shares pursuant to paragraph F, G or H hereof, to cause any or all of such shares to be converted into shares of Common Stock at a conversion rate
equal to the ratio of 1.0 share of ESOP Preferred Stock to 1.68 shares of Common Stock (as adjusted as hereinafter provided, the “Conversion Ratio”). The
holders thereof.
H.
Voting Rights.
Each share of the Series B Preferred Stock shall be entitled to equal voting rights, share for share, with each share of the Common Stock.
(b) ESOP Convertible Preferred Stock, Series C.
The shares of the ESOP Convertible Preferred Stock, Series C, of the Corporation shall be designated “ESOP Convertible Preferred Stock,
Series C,” and the number of shares constituting such series shall be 3,000,000. The ESOP Convertible Preferred Stock, Series C, shall hereinafter be
referred to as the “ESOP Preferred Stock.”
A.
Special Purpose Restricted Transfer Issue.
Shares of ESOP Preferred Stock shall be issued only to a trustee acting on behalf of an employee stock ownership plan or other employee
benefit plan of the Corporation or any subsidiary of the Corporation. In the event of any transfer of shares of ESOP Preferred Stock to any person other than
any such plan trustee or the Corporation, the shares of ESOP Preferred Stock so transferred, upon such transfer and without any further action by the
Corporation or the holder, shall be automatically converted into shares of Common Stock on the terms otherwise provided for the conversion of shares of
ESOP Preferred Stock into shares of Common Stock pursuant to paragraph E hereof and no such transferee shall have any of the voting powers, preferences
and relative, participating, optional or special rights ascribed to shares of ESOP Preferred Stock hereunder but, rather, only the powers and rights pertaining
to the Common Stock into which such shares of ESOP Preferred Stock shall be so converted. Certificates representing shares of ESOP Preferred Stock shall
be legended to reflect such restrictions on transfer. Notwithstanding the foregoing provisions of this paragraph A, shares of ESOP Preferred Stock (i) may
be converted into shares of Common Stock as provided by paragraph E hereof and the shares of Common Stock issued upon such conversion may be
transferred by the holder thereof as permitted by law and (ii) shall be redeemable by the Corporation upon the terms and conditions provided by paragraphs
F, G and H hereof.
B.
Dividends and Distributions.
(a) 7% Cumulative Redeemable Preferred Stock, Series B.
A.
Designation.
The designation of this series is “7% Cumulative Redeemable Preferred Stock, Series B” (hereinafter referred to as the “Series B Preferred
Stock”) and the number of shares constituting such series is Thirty-Five Thousand Forty-Five (35,045). Shares of Series B Preferred Stock shall have a
stated value of $100.00 per share.
B.
Dividends.
The holders of record of the shares of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors
of the Corporation, out of any funds legally available for such purpose, cumulative cash dividends at an annual dividend rate per share of 7% of the stated
value thereof, which amount is $7.00 per annum, per share, and no more. Such dividends shall be payable each calendar quarter at the rate of $1.75 per
share on such dates as shall be fixed by resolution of the Board of Directors of the Corporation. The date from which dividends on such shares shall be
cumulative shall be the first day after said shares are issued. Accumulations of dividends shall not bear interest. No cash dividend shall be declared, paid or
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BANKAMERICA CORPORATION
BankAmerica Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies
that (i) the Certificate of Incorporation of the Corporation was originally filed on July 31, 1998, (ii) the Corporation was originally incorporated under the
name “NationsBank (DE) Corporation,” which name was changed to “NationsBank Corporation” on September 25, 1998 and to “BankAmerica
Corporation” on September 30, 1998, (iii) this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242
and 245 of the General Corporation Law of the State of Delaware, and (iv) the Amended and Restated Certificate of Incorporation of the Corporation is
Exhibit No.
Description
(uu)
Table of Contents
Bank of America Corporation and Subsidiaries
Part I
Page
Item 1.
Business
1
Item 1A.
Risk Factors
5
Item 1B.
Unresolved Staff Comments
11
Item 2.
Properties
11
Item 3.
Legal Proceedings
11
Item 4.
Submission of Matters To A Vote of Security Holders
11
Executive Officers of The Registrant
11
Part II
Item 5.
Deposits
(Dollars in millions)
2009
2008
27
Table 7 Supplemental Financial Data and Reconciliations to GAAP Financial Measures
(Dollars in millions, shares in thousands)
2009
2008
2007
2006
2005
FTE basis data
Supplemental Financial Data
Table 6 Five Year Summary of Selected Financial Data
(Dollars in millions, except per share information)
2009
2008
2007
2006
2005
Income statement
446,634
231,235
169,855
130,124
97,709
Common shareholders’ equity
182,288
141,638
133,555
129,773
99,590
Total shareholders’ equity
244,645
164,831
136,662
130,463
99,861
Commercial Paper and Other Short-term Borrowings
Long-term Debt
All Other Liabilities
Shareholders’ Equity
Bank of America 2009
311,441
277,589
271,048
250,551
Loans and leases
900,128
931,446
948,805
910,878
438,521
268,292
446,634
231,235
All other liabilities
171,582
73,225
204,421
88,144
Total liabilities
1,991,855
1,640,891
2,192,872
1,679,148
Shareholders’ equity
231,444
177,052
244,645
164,831
Total liabilities and shareholders’ equity
$
$
$
$
(1)
Noninterest Expense
Table 4 Noninterest Expense
(Dollars in millions)
2009
2008
Personnel
$
$
Occupancy
4,906
3,626
Equipment
2,455
1,655
Financial Highlights
4,723
1,124
Other income (loss)
(14
(1,654
securities
(2,836
(3,461
Total noninterest income
$
$



Recent Accounting Developments
18
Bank of America 2009
Bank of America 2009
Executive Summary
Business Overview
increase in foreclosures continued to weigh heavily on the housing sector.
Management’s Discussion and Analysis of Financial Condition and Results
of Operations
Item 7. Bank of America Corporation and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Table of Contents
Page
Executive Summary
16
Financial Highlights
20
Glossary
Acronyms
ABCP
CES
Common Equivalent Securities
CMBS
Commercial mortgage-backed securities
CMO
Collateralized mortgage obligation
CRA
Community Reinvestment Act
CRC
Credit Risk Committee
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FFIEC
Federal Financial Institutions Examination Council
FHA
Federal Housing Administration
FHLB
Federal Home Loan Bank
FHLMC
Federal Home Loan Mortgage Corporation
FICC
Fixed income, currencies and commodities
FNMA
Federal National Mortgage Association
FTE
Fully taxable-equivalent
GAAP
Generally accepted accounting principles in the United States of America
GNMA
Government National Mortgage Association
GRC
Bank of America 2009
109
Table XII Selected Quarterly Financial Data
2009 Quarters
2008 Quarters
(Dollars in millions, except per share
information)
Fourth
Third
Second
First
Fourth
Third
Second
First
Income statement
445,440
449,974
444,131
446,975
255,709
264,934
205,194
198,463
Common shareholders’ equity
197,123
197,230
173,497
160,739
142,535
142,303
140,243
141,456
Total shareholders’ equity
250,599
255,983
242,867
228,766
176,566
166,454
161,428
154,728
Table X Non-exchange Traded Commodity Contracts
December 31, 2009
(Dollars in millions)
Table VIII Allocation of the Allowance for Credit Losses by Product Type
December 31
2009
2008
2007
2006
2005
(Dollars in millions)
Amount
Percent
of Total
Amount
Percent
of Total
Amount
Percent
of Total
Amount
Percent
of Total
Amount
Percent
of Total
Allowance for loan and lease
losses
Residential mortgage
$
4,607
12.38
$
1,382
5.99
$
207
1.79
$
248
2.75
$
277
3.44
Home equity
10,160
27.31
5,385
23.34
963
8.31
133
1.48
136
1.69
Discontinued real estate
989
2.66
658
2.85
n/a
n/a
n/a
n/a
n/a
n/a
Credit card – domestic
6,017
16.18
3,947
17.11
2,919
25.19
3,176
35.23
3,301
41.03
Credit card – foreign
1,581
4.25
742
3.22
441
3.81
336
3.73
-
-
Direct/Indirect consumer
4,227
11.36
4,341
18.81
2,077
17.92
1,378
15.28
421
5.23
Other consumer
204
0.55
203
0.88
151
1.30
289
3.20
380
4.73
Total consumer
27,785
74.69
16,658
72.20
6,758
58.32
5,560
61.67
4,515
56.12
Commercial – domestic
(1)
5,152
13.85
4,339
18.81
3,194
27.56
2,162
23.98
2,100
26.10
Commercial real estate
3,567
9.59
1,465
6.35
1,083
9.35
588
6.52
609
7.57
Commercial lease financing
291
0.78
223
0.97
218
1.88
217
2.41
232
2.89
Commercial – foreign
405
1.09
386
1.67
335
2.89
489
5.42
589
7.32
Total commercial
(2)
9,415
25.31
6,413
27.80
4,830
41.68
3,456
38.33
3,530
43.88
Allowance for loan and lease
losses
37,200
100.00
23,071
100.00
11,588
100.00
9,016
100.00
8,045
100.00
Reserve for unfunded lending
commitments
(3)
1,487
421
518
397
395
Allowance for credit
losses
(4)
$
38,687
$
$
$
9,413
$
8,440
(1)
(2)
(3)
(4)
Includes $3.9 billion and $750 million related to purchased impaired loans at December 31, 2009 and 2008.
n/a = not applicable
Table IX Selected Loan Maturity Data
(1, 2)
December 31, 2009
(Dollars in millions)
Due in One
Year or Less
Due After
One Year
Through
Five Years
Due After
Five Years
Total
Commercial – domestic
$
69,112
$
90,528
$
42,239
$
Commercial real estate – domestic
30,926
26,463
9,154
66,543
Foreign and other
(3)
25,157
8,361
262
33,780
Total selected loans
$
125,195
$
125,352
$
51,655
$
Percent of total
41.4
41.5
17.1
100.0
Sensitivity of selected loans to changes in interest rates for loans due after one
year:
Fixed interest rates
$
12,612
$
28,247
Floating or adjustable interest rates
112,740
23,408
Total
$
125,352
$
51,655
(1)
Loan maturities are based on the remaining maturities under contractual terms.
(2)
Includes loans accounted for under the fair value option.
(3)
Loan maturities include other consumer, commercial real estate and commercial – foreign loans.
Bank of America 2009
103
Table VII
Allowance for Credit Losses
(Dollars in millions)
2009
2008
2007
2006
2005
Allowance for loan and lease losses, January 1
$
23,071
$
11,588
$
9,016
$
8,045
$
8,626
Loans and leases charged off
Residential mortgage
(4,436
(964
(78
(74
(58
Home equity
(7,205
(3,597
(286
(67
(46
Discontinued real estate
(104
(19
n/a
n/a
n/a
Credit card – domestic
(6,753
(4,469
(3,410
(3,546
(4,018
Credit card – foreign
(1,332
(639
(453
(292

Direct/Indirect consumer
(6,406
(3,777
(1,885
(857
(380
Other consumer
(491
(461
(346
(327
(376
Total consumer charge-offs
(26,727
(13,926
(6,458
(5,163
(4,878
Commercial – domestic
(1)
(5,237
(2,567
(1,135
(597
(535
Commercial real estate
(2,744
(895
(54
(7
(5
Commercial lease financing
(217
(79
(55
(28
(315
Commercial – foreign
(558
(199
(28
(86
(61
Total commercial charge-offs
(8,756
(3,740
(1,272
(718
(916
Total loans and leases charged off
(35,483
(17,666
(7,730
(5,881
(5,794
Recoveries of loans and leases previously charged off
Residential mortgage
86
39
22
35
31
Home equity
155
101
12
16
15
Discontinued real estate
3
3
n/a
n/a
n/a
Credit card – domestic
206
308
347
452
366
Credit card – foreign
93
88
74
67

Direct/Indirect consumer
943
663
512
247
132
Other consumer
63
62
68
110
101
Total consumer recoveries
1,549
1,264
1,035
927
645
Commercial – domestic
(2)
161
118
128
261
365
Commercial real estate
42
8
7
4
5
Commercial lease financing
22
19
53
56
84
Commercial – foreign
21
26
27
94
133
Total commercial recoveries
246
171
215
415
587
Total recoveries of loans and leases previously charged off
1,795
1,435
1,250
1,342
1,232
Table VI Accruing Loans and Leases Past Due 90 Days or More
(1)
December 31
(Dollars in millions)
2009
2008
2007
2006
2005
Consumer
Residential mortgage
(2)
$
$
372
$
237
$
118
$

Credit card – domestic
2,158
2,197
1,855
1,991
1,197
Credit card – foreign
500
368
272
184

Direct/Indirect consumer
1,488
1,370
745
378
75
Other consumer
3
4
4
7
15
Total consumer
15,829
4,311
3,113
2,678
1,287
Commercial
Commercial – domestic
(3)
213
381
119
66
79
Commercial real estate
80
52
36
78
4
Commercial lease financing
32
23
25
26
15
Commercial – foreign
67
7
16
9
32
392
463
196
179
130
Small business commercial – domestic
624
640
427
199
38
Total commercial
1,016
1,103
623
378
168
Total accruing loans and leases past due 90 days or more
(4)
$
$
$
$
$
(1)
Table V Nonperforming Loans, Leases and Foreclosed Properties
(1)
December 31
(Dollars in millions)
2009
2008
2007
2006
2005
Consumer
Residential mortgage
$
$
7,057
$
$
660
$
570
Home equity
3,804
2,637
1,340
289
151
Discontinued real estate
249
77
n/a
n/a
n/a
Direct/Indirect consumer
86
26
8
4
3
Other consumer
104
91
95
77
61
Total consumer
(2)
20,839
9,888
3,442
1,030
785
Commercial
Commercial – domestic
(3)
4,925
2,040
852
494
550
Commercial real estate
7,286
3,906
1,099
118
49
Commercial lease financing
115
56
33
42
62
Commercial – foreign
177
290
19
13
34
12,503
6,292
2,003
667
695
Small business commercial – domestic
200
205
152
90
31
Total commercial
(4)
12,703
6,497
2,155
757
726
Total nonperforming loans and leases
33,542
16,385
5,597
1,787
1,511
Foreclosed properties
2,205
1,827
351
69
92
Total nonperforming loans, leases and foreclosed properties
(5)
$
$
$
$
$
(1)
(3)
Excludes small business commercial – domestic loans.
(4)
(5)
n/a
100
Bank of America 2009
Table IV Outstanding Loans and Leases
(Dollars in millions)
December 31
2009
2008
2007
2006
2005
Consumer
Residential mortgage
(1)
$
$
$
$
$
Home equity
149,126
152,483
114,820
87,893
70,229
Discontinued real estate
(2)
14,854
19,981
n/a
n/a
n/a
Credit card – domestic
49,453
64,128
65,774
61,195
58,548
Credit card – foreign
21,656
17,146
14,950
10,999

Direct/Indirect consumer
(3)
97,236
83,436
76,538
59,206
37,265
Other consumer
(4)
3,110
3,442
4,170
5,231
6,819
Total consumer
577,564
588,679
551,201
465,705
355,457
Commercial
Commercial – domestic
(5)
198,903
219,233
208,297
161,982
140,533
Commercial real estate
(6)
69,447
64,701
61,298
36,258
35,766
Commercial lease financing
22,199
22,400
22,582
21,864
20,705
Commercial – foreign
27,079
31,020
28,376
20,681
21,330
Total commercial loans-excluding loans measured at fair value
317,628
337,354
320,553
240,785
218,334
Commercial loans measured at fair value
(7)
4,936
5,413
4,590
n/a
n/a
Total commercial
322,564
342,767
325,143
240,785
218,334
Total loans and leases
$
$
$
$
$
(1)
(2)
(3)
(4)
(5)
(6)
(7)
n/a
Bank of America 2009
99
Preferred Stock Cash Dividend Summary (as of February 26, 2010) continued
Preferred Stock
Outstanding
Notional
Amount
(in millions)
Declaration Date
Record Date
Payment Date
Per Annum
Dividend Rate
Dividend
Per
Share
Series 1
(7)
$
146
January 4, 2010
February 15, 2010
February 26, 2010
Floating
$
0.19167
October 2, 2009
November 15, 2009
November 30,
2009
Floating
0.19167
July 2, 2009
August 15, 2009
August 28, 2009
Floating
0.19167
April 3, 2009
May 15, 2009
May 28, 2009
Floating
0.18542
January 5, 2009
February 15, 2009
February 27, 2009
Floating
0.19167
Series 2
(7)
$
526
January 4, 2010
February 15, 2010
February 26, 2010
Floating
$
0.19167
October 2, 2009
November 15, 2009
November 30,
2009
Floating
0.19167
July 2, 2009
August 15, 2009
August 28, 2009
Floating
0.19167
April 3, 2009
May 15, 2009
May 28, 2009
Floating
0.18542
January 5, 2009
February 15, 2009
February 27, 2009
Floating
0.19167
Series 3
(7)
$
670
January 4, 2010
February 15, 2010
March 1, 2010
6.375
$
0.39843
October 2, 2009
November 15, 2009
November 30,
2009
6.375
0.39843
July 2, 2009
August 15, 2009
August 28, 2009
6.375
0.39843
April 3, 2009
May 15, 2009
May 28, 2009
6.375
0.39843
January 5, 2009
February 15, 2009
March 2, 2009
6.375
0.39843
Series 4
(7)
$
389
January 4, 2010
February 15, 2010
February 26, 2010
Floating
$
0.25556
October 2, 2009
November 15, 2009
November 30,
2009
Floating
0.25556
July 2, 2009
August 15, 2009
August 28, 2009
Floating
0.25556
April 3, 2009
May 15, 2009
May 28, 2009
Floating
0.24722
January 5, 2009
February 15, 2009
February 27, 2009
Floating
0.25556
Series 5
(7)
$
606
January 4, 2010
February 1, 2010
February 22, 2010
Floating
$
0.25556
October 2, 2009
November 1, 2009
November 23,
2009
Floating
0.25556
July 2, 2009
August 1, 2009
August 21, 2009
Floating
0.25556
April 3, 2009
May 1, 2009
May 21, 2009
Floating
0.24722
January 5, 2009
February 1, 2009
February 23, 2009
Floating
0.25556
Series 6
(8)
$
65
January 4, 2010
March 15, 2010
March 30, 2010
6.70
$
0.41875
October 2, 2009
December 15, 2009
December 30,
2009
6.70
0.41875
July 2, 2009
September 15, 2009
September 30,
2009
6.70
0.41875
April 3, 2009
June 15, 2009
June 30, 2009
6.70
0.41875
January 5, 2009
March 15, 2009
March 30, 2009
6.70
0.41875
Series 7
(8)
$
17
January 4, 2010
March 15, 2010
March 30, 2010
6.25
$
0.39062
October 2, 2009
December 15, 2009
December 30,
2009
6.25
0.39062
July 2, 2009
September 15,
2009
September 30,
2009
6.25
0.39062
April 3, 2009
June 15, 2009
June 30, 2009
6.25
0.39062
January 5, 2009
March 15, 2009
March 30, 2009
6.25
0.39062
Series 8
(7)
$
2,673
January 4, 2010
February 15, 2010
March 1, 2010
8.625
$
0.53906
October 2, 2009
November 15, 2009
November 30,
2009
8.625
0.53906
July 2, 2009
August 15, 2009
August 28, 2009
8.625
0.53906
April 3, 2009
May 15, 2009
May 28, 2009
8.625
0.53906
January 5, 2009
February 15, 2009
March 2, 2009
8.625
0.53906
Series 2 (MC)
(9)
$
1,200
January 4, 2010
February 15, 2010
March 1, 2010
9.00
$
October 2, 2009
November 15, 2009
November 30,
2009
9.00
2,250.00
July 2, 2009
August 15, 2009
August 28, 2009
9.00
2,250.00
April 3, 2009
May 15, 2009
May 28, 2009
9.00
2,250.00
January 21, 2009
February 15, 2009
March 2, 2009
9.00
2,250.00
Series 3 (MC)
(9)
$
500
January 4, 2010
February 15, 2010
March 1, 2010
9.00
$
October 2, 2009
November 15, 2009
November 30,
2009
9.00
2,250.00
July 2, 2009
August 15, 2009
August 28, 2009
9.00
2,250.00
April 3, 2009
May 15, 2009
May 28, 2009
9.00
2,250.00
January 21, 2009
February 15, 2009
March 2, 2009
9.00
2,250.00
(1)
Dividends are cumulative.
(2)
Dividends per depositary share, each representing a 1/1000
th
interest in a share of preferred stock.
(3)
Initially pays dividends semi-annually.
(4)
Dividends per depositary share, each representing 1/25
th
interest in a share of preferred stock.
(5)
(6)
Initial dividends
(7)
Dividends per depositary share, each representing a 1/1200
th
interest in a share of preferred stock.
(8)
Dividends per depositary share, each representing 1/40
th
interest in a share of preferred stock.
(9)
Represents preferred stock of Merrill Lynch & Co., Inc. which is mandatorily convertible (MC) on October 15, 2010, but optionally convertible prior to that date.
98
Bank of America 2009
Table III Preferred Stock Cash Dividend Summary (as of February 26, 2010)
Preferred Stock
Outstanding
Notional
Amount
(in millions)
Declaration Date
Record Date
Payment Date
Per Annum
Dividend Rate
Dividend
Per Share
Series B
(1)
$
1
January 27, 2010
April 9, 2010
April 23, 2010
7.00
$
1.75
October 28, 2009
January 11, 2010
January 25, 2010
7.00
1.75
July 21, 2009
October 9, 2009
October 23, 2009
7.00
1.75
April 29, 2009
July 10, 2009
July 24, 2009
7.00
1.75
January 16, 2009
April 10, 2009
April 24, 2009
7.00
1.75
Series D
(2)
$
661
January 4, 2010
February 26, 2010
March 15, 2010
6.204
$
0.38775
October 2, 2009
November 30, 2009
December 14, 2009
6.204
0.38775
July 2, 2009
August 31, 2009
September 14, 2009
6.204
0.38775
April 3, 2009
May 29, 2009
June 15, 2009
6.204
0.38775
January 5, 2009
February 27, 2009
March 16, 2009
6.204
0.38775
Series E
(2)
$
487
January 4, 2010
January 29, 2010
February 16, 2010
Floating
$
0.25556
October 2, 2009
October 30, 2009
November 16, 2009
Floating
0.25556
July 2, 2009
July 31, 2009
August 17, 2009
Floating
0.25556
April 3, 2009
April 30, 2009
May 15, 2009
Floating
0.24722
January 5, 2009
January 30, 2009
February 17, 2009
Floating
0.25556
Series H
(2)
$
2,862
January 4, 2010
January 15, 2010
February 1, 2010
8.20
$
0.51250
October 2, 2009
October 15, 2009
November 2, 2009
8.20
0.51250
July 2, 2009
July 15, 2009
August 3, 2009
8.20
0.51250
April 3, 2009
April 15, 2009
May 1, 2009
8.20
0.51250
January 5, 2009
January 15, 2009
February 2, 2009
8.20
0.51250
Series I
(2)
$
365
January 4, 2010
March 15, 2010
April 1, 2010
6.625
$
0.41406
October 2, 2009
December 15, 2009
January 4, 2010
6.625
0.41406
July 2, 2009
September 15, 2009
October 1, 2009
6.625
0.41406
April 3, 2009
June 15, 2009
July 1, 2009
6.625
0.41406
January 5, 2009
March 15, 2009
April 1, 2009
6.625
0.41406
Series J
(2)
$
978
January 4, 2010
January 15, 2010
February 1, 2010
7.25
$
0.45312
October 2, 2009
October 15, 2009
November 2, 2009
7.25
0.45312
July 2, 2009
July 15, 2009
August 3, 2009
7.25
0.45312
April 3, 2009
April 15, 2009
May 1, 2009
7.25
0.45312
January 5, 2009
January 15, 2009
February 2, 2009
7.25
0.45312
Series K
(3, 4)
$
1,668
January 4, 2010
January 15, 2010
February 1, 2010
Fixed-to-Floating
$
40.00
July 2, 2009
July 15, 2009
July 30, 2009
Fixed-to-Floating
40.00
January 5, 2009
January 15, 2009
January 30, 2009
Fixed-to-Floating
40.00
Series L
$
3,349
December 17, 2009
January 1, 2010
February 1, 2010
7.25
$
18.1250
September 18, 2009
October 1, 2009
October 30, 2009
7.25
18.1250
June 19, 2009
July 1, 2009
July 30, 2009
7.25
18.1250
March 17, 2009
April 1, 2009
April 30, 2009
7.25
18.1250
Series M
(3, 4)
$
1,434
October 2, 2009
October 31, 2009
November 16, 2009
Fixed-to-Floating
$
40.625
April 3, 2009
April 30, 2009
May 15, 2009
Fixed-to-Floating
40.625
Series N
(1, 5)
$

October 2, 2009
October 31, 2009
November 16, 2009
5.00
$
312.50
July 2, 2009
July 31, 2009
August 17, 2009
5.00
312.50
April 3, 2009
April 30, 2009
May 15, 2009
5.00
312.50
January 5, 2009
(6)
January 31, 2009
February 17, 2009
5.00
371.53
Series Q
(1, 5)
$

October 2, 2009
October 31, 2009
November 16, 2009
5.00
$
312.50
July 2, 2009
July 31, 2009
August 17, 2009
5.00
312.50
April 3, 2009
April 30, 2009
May 15, 2009
5.00
312.50
January 5, 2009
(6)
January 31, 2009
February 17, 2009
5.00
125.00
Series R
(1, 5)
$

October 2, 2009
October 31, 2009
November 16, 2009
8.00
$
500.00
July 2, 2009
July 31, 2009
August 17, 2009
8.00
500.00
April 3, 2009
April 30, 2009
May 15, 2009
8.00
500.00
January 5, 2009
(6)
January 31, 2009
February 17, 2009
8.00
161.11
Bank of America 2009
97
1,091
(1,250
(159
3,435
(72
3,363
Loans and leases:
Residential mortgage
(619
(503
(1,122
(252
(203
(455
Home equity
1,107
(1,977
(870
2,717
(2,496
221
Discontinued real estate
507
(283
224
n/a
n/a
858
Credit card – domestic
(1,181
4
(1,177
677
(1,059
(382
Credit card – foreign
387
(307
80
506
34
540
Direct/Indirect consumer
1,465
(2,383
(918
1,070
(138
932
Other consumer
(43
(41
(84
(59
(9
(68
Total consumer
(3,867
1,646
Commercial – domestic
182
(3,001
(2,819
2,886
(4,068
(1,182
Commercial real estate
493
(1,178
(685
1,482
(1,570
(88
Commercial lease financing
(12
203
191
110
(523
(413
Commercial – foreign
20
(117
(97
472
(421
51
Total commercial
(3,410
(1,632
Total loans and leases
(7,277
14
9,267
(3,792
5,475
3,382
(2,803
579
Total interest expense
(9,517
(12,539
Statistical Tables
Table I Year-to-date Average Balances and Interest Rates – FTE Basis
2009
2008
2007
(Dollars in millions)
Average
Balance
Interest
Income/
Expense
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Yield/
Rate
(1)
271,048
13,224
4.88
250,551
13,383
5.34
186,466
10,020
5.37
Loans and leases
(2)
:
Residential mortgage
(3)
249,335
13,535
5.43
260,244
14,657
5.63
264,650
15,112
5.71
Home equity
154,761
6,736
4.35
135,060
7,606
5.63
98,765
7,385
7.48
Discontinued real estate
17,340
1,082
6.24
10,898
858
7.87
n/a
n/a
n/a
Credit card – domestic
52,378
5,666
10.82
63,318
6,843
10.81
57,883
7,225
12.48
Credit card – foreign
19,655
2,122
10.80
16,527
2,042
12.36
12,359
1,502
12.15
Direct/Indirect consumer
(4)
99,993
6,016
6.02
82,516
6,934
8.40
70,009
6,002
8.57
Other consumer
(5)
3,303
237
7.17
3,816
321
8.41
4,510
389
8.64
Total consumer
596,765
35,394
5.93
572,379
39,261
6.86
508,176
37,615
7.40
Commercial – domestic
223,813
8,883
3.97
220,561
11,702
5.31
180,102
12,884
7.15
Commercial real estate
(6)
73,349
2,372
3.23
63,208
3,057
4.84
42,950
3,145
7.32
Commercial lease financing
21,979
990
4.51
22,290
799
3.58
20,435
1,212
5.93
Commercial – foreign
32,899
1,406
4.27
32,440
1,503
4.63
24,491
1,452
5.93
Total commercial
352,040
13,651
3.88
338,499
17,061
5.04
267,978
18,693
6.98
Total loans and leases
948,805
49,045
5.17
910,878
56,322
6.18
776,154
56,308
7.25
446,634
15,413
3.45
231,235
9,938
4.30
169,855
9,359
5.51
Total interest-bearing liabilities
(7)
1,737,708
30,807
1.77
1,398,057
40,324
2.88
1,221,025
52,863
4.33
Noninterest-bearing sources:
Noninterest-bearing deposits
250,743
192,947
173,547
Other liabilities
204,421
88,144
70,839
Shareholders’ equity
244,645
164,831
136,662
Total liabilities and shareholders’ equity
$
$
$
Noninterest Expense
Provision for Credit Losses
Quarterly Average Balances and Interest Rates – FTE Basis (continued)
Second Quarter 2009
First Quarter 2009
Fourth Quarter 2008
(Dollars in millions)
Average
Balance
Interest
Income/
Expense
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Yield/
Rate
(1)
255,159
3,353
5.26
286,249
3,902
5.47
280,942
3,913
5.57
Loans and leases
(2)
:
Residential mortgage
(3)
253,803
3,489
5.50
265,121
3,680
5.57
253,560
3,596
5.67
Home equity
156,599
1,722
4.41
158,575
1,787
4.55
151,943
1,954
5.12
Discontinued real estate
18,309
303
6.61
19,386
386
7.97
21,324
459
8.60
Credit card – domestic
51,721
1,380
10.70
58,960
1,601
11.01
64,906
1,784
10.94
Credit card – foreign
18,825
501
10.66
16,858
454
10.94
17,211
521
12.05
Direct/Indirect consumer
(4)
100,302
1,532
6.12
100,741
1,684
6.78
83,331
1,714
8.18
Other consumer
(5)
3,298
63
7.77
3,408
64
7.50
3,544
70
7.83
Total consumer
602,857
8,990
5.97
623,049
9,656
6.25
595,819
10,098
6.76
Commercial – domestic
231,639
2,176
3.77
240,683
2,485
4.18
226,095
2,890
5.09
Commercial real estate
(6)
75,559
627
3.33
72,206
550
3.09
64,586
706
4.35
Commercial lease financing
22,026
260
4.72
22,056
279
5.05
22,069
242
4.40
Commercial – foreign
34,024
360
4.24
36,127
462
5.18
32,994
373
4.49
Total commercial
363,248
3,423
3.78
371,072
3,776
4.12
345,744
4,211
4.85
Total loans and leases
966,105
12,413
5.15
994,121
13,432
5.46
941,563
14,309
6.06
444,131
4,034
3.64
446,975
4,316
3.89
255,709
2,766
4.32
Total interest-bearing liabilities
(7)
1,736,736
7,962
1.84
1,845,233
9,659
2.11
1,467,373
8,496
2.30
Noninterest-bearing sources:
Noninterest-bearing deposits
248,516
227,232
205,278
Other liabilities
192,198
217,903
99,637
Shareholders’ equity
242,867
228,766
176,566
Total liabilities and shareholders’ equity
$
$
$
Table XIII Quarterly Average Balances and Interest Rates – FTE Basis
Fourth Quarter 2009
Third Quarter 2009
(Dollars in millions)
Average
Balance
Interest
Income/
Expense
Yield/
Rate
Average
Balance
Interest
Income/
Expense
Yield/
Rate
(1)
279,231
2,921
4.18
263,712
3,048
4.62
Loans and leases
(2)
:
Residential mortgage
(3)
236,883
3,108
5.24
241,924
3,258
5.38
Home equity
150,704
1,613
4.26
153,269
1,614
4.19
Discontinued real estate
15,152
174
4.58
16,570
219
5.30
Credit card – domestic
49,213
1,336
10.77
49,751
1,349
10.76
Credit card – foreign
21,680
605
11.08
21,189
562
10.52
Direct/Indirect consumer
(4)
98,938
1,361
5.46
100,012
1,439
5.71
Other consumer
(5)
3,177
50
6.33
3,331
60
7.02
Total consumer
575,747
8,247
5.70
586,046
8,501
5.77
Commercial – domestic
207,050
2,090
4.01
216,332
2,132
3.91
Commercial real estate
(6)
71,352
595
3.31
74,276
600
3.20
Commercial lease financing
21,769
273
5.04
22,068
178
3.22
Commercial – foreign
29,995
287
3.78
31,533
297
3.74
Total commercial
330,166
3,245
3.90
344,209
3,207
3.70
Total loans and leases
905,913
11,492
5.05
930,255
11,708
5.01
445,440
3,365
3.01
449,974
3,698
3.27
Total interest-bearing liabilities
(7)
1,707,190
6,086
1.42
1,664,001
7,100
1.70
Noninterest-bearing sources:
Noninterest-bearing deposits
267,066
259,621
Other liabilities
196,676
211,070
Shareholders’ equity
250,599
255,983
Total liabilities and shareholders’ equity
$
$
(2)

Fair Value of Financial Instruments
Complex Accounting Estimates
$
4,875
6.9
$
443
$

$
675
$
78
Segment 2
8,114
11.5
142
27
1,368
155
Segment 3
17,817
25.3
489
6
3,413
3,150
Total subprime ARMs
30,806
43.7
1,074
33
5,456
3,383
Other loans
37,891
53.7
1,228
174
4,355
2,126
Foreclosed properties
1,838
2.6
n/a
n/a
n/a
n/a
Total
$
70,535
100.0
$
2,302
$
207
$
9,811
$
5,509
(1)
Residential Mortgage Portfolio
(1)
Mortgage Risk
Table 42 Allocation of the Allowance for Credit Losses by Product Type
December 31
2009
2008
(Dollars in millions)
Amount
Percent
of Total
Percent of
Loans and
Leases
Outstanding
(1)
Amount
Percent
of Total
Percent of
Loans and
Leases
Outstanding
(1)
Allowance for loan and lease losses
Residential mortgage
$
4,607
12.38
1.90
$
1,382
5.99
0.56
Home equity
10,160
27.31
6.81
5,385
23.34
3.53
Discontinued real estate
989
2.66
6.66
658
2.85
3.29
Credit card – domestic
6,017
16.18
12.17
3,947
17.11
6.16
Credit card – foreign
1,581
4.25
7.30
742
3.22
4.33
Direct/Indirect consumer
4,227
11.36
4.35
4,341
18.81
5.20
Other consumer
204
0.55
6.53
203
0.88
5.87
Total consumer
27,785
74.69
4.81
16,658
72.20
2.83
Commercial – domestic
(2)
5,152
13.85
2.59
4,339
18.81
1.98
Commercial real estate
3,567
9.59
5.14
1,465
6.35
2.26
Commercial lease financing
291
0.78
1.31
223
0.97
1.00
Commercial – foreign
405
1.09
1.50
386
1.67
1.25
Total commercial
(3)
9,415
25.31
2.96
6,413
27.80
1.90
Allowance for loan and lease losses
37,200
100.00
4.16
23,071
100.00
2.49
Reserve for unfunded lending commitments
(4)
1,487
421
Allowance for credit losses
(5)
$
38,687
$
(1)
(2)
Includes allowance for small business commercial – domestic loans of $2.4 billion at both December 31, 2009 and 2008.
(3)
Includes allowance for loan and lease losses for impaired commercial loans of $1.2 billion and $691 million at December 31, 2009 and 2008.
(4)
(5)
Includes $3.9 billion and $750 million related to purchased impaired loans at December 31, 2009 and 2008.
Bank of America 2009
79
Table 41 presents a rollforward of the allowance for credit losses for 2009 and 2008.
Table 41 Allowance for Credit Losses
(Dollars in millions)
2009
2008
Allowance for loan and lease losses, January 1
$
23,071
$
11,588
Loans and leases charged off
Residential mortgage
(4,436
(964
Home equity
(7,205
(3,597
Discontinued real estate
(104
(19
Credit card – domestic
(6,753
(4,469
Credit card – foreign
(1,332
(639
Direct/Indirect consumer
(6,406
(3,777
Other consumer
(491
(461
Total consumer charge-offs
(26,727
(13,926
Commercial – domestic
(1)
(5,237
(2,567
Commercial real estate
(2,744
(895
Commercial lease financing
(217
(79
Commercial – foreign
(558
(199
Total commercial charge-offs
(8,756
(3,740
Total loans and leases charged off
(35,483
(17,666
Recoveries of loans and leases previously charged off
Residential mortgage
86
39
Home equity
155
101
Discontinued real estate
3
3
Credit card – domestic
206
308
Credit card – foreign
93
88
Direct/Indirect consumer
943
663
Other consumer
63
62
Total consumer recoveries
1,549
1,264
Commercial – domestic
(2)
161
118
Commercial real estate
42
8
Commercial lease financing
22
19
Commercial – foreign
21
26
Total commercial recoveries
246
171
Total recoveries of loans and leases previously charged off
1,795
1,435
Foreign Portfolio
(2)
Industry Concentrations
Small Business Commercial – Domestic
Bank of America 2009
Table 32 Commercial Real Estate Credit Quality Data
December 31
Year Ended December 31
Nonperforming Loans and
Foreclosed Properties
(1)
Utilized Reservable
Criticized
Exposure
(2)
67
Commercial – Domestic (excluding Small Business)
Commercial Portfolio Credit Risk Management
62
Bank of America 2009
Direct/Indirect Consumer
Bank of America 2009
61
Bank of America 2009
Home Equity
(2)
Discontinued Real Estate
Countrywide Purchased Impaired Loan Portfolio
Home Equity
(7)
Bank of America 2009
75
(1)
(Dollars in millions)
December 31
2009
2008
Ratings
(2)
Table 34 Commercial Credit Exposure by Industry
(1, 2, 3)
December 31
Commercial Utilized
Total Commercial Committed
(Dollars in millions)
2009
2008
2009
2008
Diversified financials
$
68,876
$
50,327
$
110,948
$
103,306
Real estate
(4)
75,049
79,766
91,479
103,889
Government and public education
44,151
39,386
61,446
58,608
Capital goods
23,834
27,588
47,413
52,522
Healthcare equipment and services
29,584
31,280
46,370
46,785
Consumer services
28,517
28,715
44,164
43,948
Credit Risk Management
Bank of America 2009
57
Impact of Adopting New Accounting Guidance on
Consolidation
51
3,283

3,283
Credit-linked note and other vehicles
1,995

1,995
Customer-sponsored conduits
368

368
Credit card securitizations

2,288
2,288
Total liquidity exposure
$
$
$
December 31, 2008
VIEs
QSPEs
Total
Commercial paper conduits:
Multi-seller conduits
$
$

$
542

542
Customer-sponsored conduits
980

980
Credit card securitizations

946
946
Total liquidity exposure
$
$
$
50
Bank of America 2009
Regulatory Capital
43,284
31,312
Allowance for loan and lease losses
37,200
23,071
Reserve for unfunded lending commitments
1,487
421
Other
(3)
(16,282
(3,957
Total capital
$
$
(1)
Table 12 Credit Ratings
Outlook
Bank of America Corporation
Bank of America, N.A.
Long-term
Senior Debt
Subordinated
Debt
Trust
Preferred
Preferred
Stock
Short-term
Debt
Long-term
Senior Debt
Long-term
Deposits
Short-term
Debt
Moody’s Investors
Service
Stable
A2
A3
Baa3
Ba3
P-1
Aa3
Aa3
P-1
Standard & Poor’s
Negative
A
A-
BB
BB
A-1
A+
A+
A-1
Fitch Ratings
Stable
A+
A
BB
BB-
F1+
A+
AA-
F1+
Bank of America 2009
49
Table 11 Long-term Debt By Major Currency
December 31, 2009
(Dollars in millions)
U.S. Dollar
$
Euros
99,917
Japanese Yen
19,903
British Pound
16,460
Australian Dollar
7,973
Canadian Dollar
4,894
Swiss Franc
2,666
Other
5,016
Total long-term debt
$
Contingency Planning
Credit Ratings
48
Bank of America 2009
(Dollars in billions)
Parent company
$
99
Bank subsidiaries
89
Broker/dealers
26
Total global excess liquidity sources
$
Bank of America 2009
47
Strategic Risk Management
th
interest in a share of Common
Bank of America 2009
53
Equity Investment Income
(Dollars in millions)
2009
2008
Global Principal Investments
$
1,222
$
(84
Corporate Investments
(88
(520
Strategic and other investments
7,886
869
Total equity investment income
included in
9,020
265
Total equity investment income included in
the business segments
994
274
Total consolidated equity investment
income
$
$
539
Equity Investments
December 31
2009
2008
Global Principal Investments
$
$
3,812
Corporate Investments
2,731
2,583
Strategic and other investments
17,860
25,027
Total equity investments included in
All Other
$
$
All Other
2009
2008
(Dollars in millions)
Reported
Basis
(1)
Securitization
4,440

4,440
1,133

1,133
All other income (loss)
(6,735
115
(6,620
(711
219
(492
Total noninterest income
5,830
2,149
7,979
2,851
(2,031
820
Global Wealth & Investment Management
2009
(Dollars in millions)
Total
Merrill Lynch
Global Wealth
Management
(1)
U.S.
Trust
Columbia
Management
Other


December 31, 2009
(Dollars in millions)
Subprime
(1)
December 31, 2009
Subprime
2009
2008
Sales and trading revenue
(1, 2)
Fixed income, currencies and commodities (FICC)
$
$
Equity income
4,901
743
Total sales and trading revenue
$
$
(1)
Bank of America 2009
35
3,124
1,539
Equity issuance
1,964
624
6,255
2,709
(2)
Global Banking
(Dollars in millions)
2009
2008
Mortgage Banking Income
(Dollars in millions)
2009
2008
Production income
$
5,539
$
2,105
Servicing income:
Servicing fees and ancillary income
6,200
3,531
Impact of customer payments
(3,709
(3,314
Home Loans & Insurance
(Dollars in millions)
2009
2008
Key Statistics
(Dollars in millions)
2009
2008
Global Card Services
Average – total loans:
Managed
$
$
Held
118,201
132,313
Year end – total loans:
Managed
201,230
233,040
Held
111,515
132,080
Global Card Services
(Dollars in millions)
2009
2008
Bank of America 2009
Table 9 presents total long-term debt and other obligations at December 31, 2009.
Table 9 Long-term Debt and Other Obligations
December 31, 2009
(Dollars in millions)
Due in 1
Year or Less
Due after 1
Year through
3 Years
Due after 3
Years through
5 Years
Due
after
5 Years
Total
Long-term debt and capital leases
$
99,144
$
124,054
$
72,103
$
$
Operating lease obligations
3,143
5,072
3,355
8,143
19,713
Purchase obligations
11,957
3,667
1,627
2,119
19,370
Other long-term liabilities
610
1,097
848
1,464
4,019
Total long-term debt and other obligations
$
114,854
$
133,890
$
77,933
$
$
Obligations and Commitments
Part II
Bank of America Corporation and Subsidiaries
11
8
Bank of America 2009
2
Bank of America 2009
Part I
Bank of America Corporation and Subsidiaries
Item 1. Business
General
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Title of each class
Name of each exchange on which registered
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:
1-6523
Exact name of registrant as specified in its charter:
Bank of America Corporation
State or other jurisdiction of incorporation or organization:
Delaware
IRS Employer Identification No.:
56-0906609
Address of principal executive offices:
Bank of America Corporate Center
( BAC )
BANK OF AMERICA CORPORATE CENTER
CHARLOTTE, NC, 28255
704-386-8486
www.bankofamerica.com
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 2/26/2010
Filed Period 12/31/2009
Part IV
Bank of America Corporation and Subsidiaries
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
(1
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statement of Income for the years ended December 31, 2009, 2008 and 2007
Part III
Bank of America Corporation and Subsidiaries
Item 10. Directors, Executive Officers and Corporate
Governance
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure
Item 9A. Controls And Procedures
Disclosure Controls and Procedures
Report of Management on Internal Control Over Financial
Reporting
Exhibit No.
Description
(q)
Exhibit No.
Description
Exhibit No.
Description
(o)
10(a)
Index to Exhibits
Exhibit No.
Description
2(a)
Signature
Title
Date
*/s/ Monica C. Lozano
Monica C. Lozano
Director
February 26, 2010
*/s/ Walter E. Massey
Walter E. Massey
Director
February 26, 2010
*/s/ Thomas J. May
Thomas J. May
Director
February 26, 2010
*/s/ Donald E. Powell
Donald E. Powell
Director
February 26, 2010
*/s/ Charles O. Rossotti
Charles O. Rossotti
Director
February 26, 2010
*/s/ Thomas M. Ryan
Thomas M. Ryan
Director
February 26, 2010
*/s/ Robert W. Scully
Robert W. Scully
Director
February 26, 2010
*By: /s/ Teresa M. Brenner
Teresa M. Brenner
Attorney-in-Fact
208
Bank of America 2009
Signatures
Date: February 26, 2010
Bank of America Corporation
By:
*/s/ Brian T. Moynihan
Brian T. Moynihan
Chief Executive Officer and President
Signature
Title
Date
*/s/ Brian T. Moynihan
Brian T. Moynihan
Chief Executive Officer,
President and Director
(Principal Executive Officer)
February 26, 2010
*/s/ Neil Cotty
Neil Cotty
Interim Chief Financial Officer
and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting
Officer)
February 26, 2010
*/s/ Susan S. Bies
Susan S. Bies
Director
February 26, 2010
*/s/ William P. Boardman
William P. Boardman
Director
February 26, 2010
*/s/ Frank P. Bramble, Sr.
Frank P. Bramble, Sr.
Director
February 26, 2010
*/s/ Virgis W. Colbert
Virgis W. Colbert
Director
February 26, 2010
*/s/ Charles K. Gifford
Charles K. Gifford
Director
February 26, 2010
*/s/ Charles O. Holliday, Jr.
Charles O. Holliday, Jr.
Director
February 26, 2010
*/s/ D. Paul Jones
D. Paul Jones
Director
February 26, 2010
Bank of America 2009
207
Condensed Statement of Cash Flows
(Dollars in millions)
2009
2008
2007
Operating activities
30,347
28,994
38,730
(20,180
(13,178
(12,056
Proceeds from issuance of preferred stock
49,244
34,742
1,558
Repayment of preferred stock
(45,000


Proceeds from issuance of common stock
13,468
10,127
1,118
Common stock repurchased


(3,790
Cash dividends paid
(4,863
(11,528
(10,878
NOTE 24 – Parent Company Information
The following tables present the Parent Company Only financial information:
Condensed Statement of Income
(Dollars in millions)
2009
2008
2007
Income
Dividends from subsidiaries:
Bank holding companies and related subsidiaries
$
4,100
$
18,178
$
Nonbank companies and related subsidiaries
27
1,026
181
Interest from subsidiaries
1,179
3,433
4,939
Other income
7,784
940
3,319
Total income
13,090
23,577
29,054
Expense
Interest on borrowed funds
4,737
6,818
7,834
Noninterest expense
4,238
1,829
3,127
Total expense
8,975
8,647
10,961
Income before income taxes and equity in undistributed earnings of subsidiaries
4,115
14,930
18,093
Income tax benefit
85
1,793
1,136
Income before equity in undistributed earnings of subsidiaries
4,200
16,723
19,229
Equity in undistributed earnings (losses) of subsidiaries:
Bank holding companies and related subsidiaries
(2,183
(11,221
(4,497
Nonbank companies and related subsidiaries
4,259
(1,494
250
Total equity in undistributed earnings (losses) of subsidiaries
2,076
(12,715
(4,247
8,788
16,241
Receivables from subsidiaries:
Bank holding companies and related subsidiaries
58,931
39,239
Nonbank companies and related subsidiaries
13,043
23,518
Investments in subsidiaries:
Bank holding companies and related subsidiaries
206,994
172,460
Nonbank companies and related subsidiaries
47,078
20,355
182,888
171,462
Shareholders’ equity
231,444
177,052
Total liabilities and shareholders’ equity
$
$
Bank of America 2009
201
4,440

4,440
1,133

1,133
179

179
All other income (loss)
(6,735
115
(6,620
(711
219
(492
410
288
698
Total noninterest income
5,830
2,149
7,979
2,851
(2,031
820
7,151
(3,068
4,083

195
Deposits
December 31
2009
2008
(Dollars in millions)
Carrying Value
(1)
Fair
Value
Carrying Value
(1)
Fair Value
438,521
440,246
268,292
260,291
(1)
194
Bank of America 2009
Commercial Paper and Other Short-term Borrowings
Long-term Debt
Total
Trading account profits
(losses)
$
25
$
(211
$

$
379
$

$

$
(236
$
$
Mortgage banking income
(loss)

8,251



(11


8,240
Equity investment income
(loss)



(177




(177
Other income (loss)
1,886
588
(292

35


(4,900
(2,683
Total
$
1,911
$
8,628
$
(292
$
202
$
35
$
(11
$
(236
$
$
1,399
2008
Trading account profits
(losses)
$
4
$
(680
$

$

$

$

$

$

$
(676
Mortgage banking income

281



295


576
Other income (loss)
(1,248
(215
(18

(10



(1,491
Total
$
(1,244
$
(614
$
(18
$

$
(10
$
295
$

$

$
NOTE 21 – Fair Value of Financial Instruments
193
Nonrecurring Fair Value


137


137
Mortgage-backed securities:
Non-agency MBS:
Residential



(20
(659
(679
Other taxable securities


(11

(3
(14
Tax-exempt securities


(2

(8
(10
Total available-for-sale debt securities


(13
(20
(670
(703
Loans and leases
(2)




210
210
Mortgage servicing rights



4,100

4,100
Loans held-for-sale
(2)


(195
164
695
664


(38


(38
Accrued expenses and other liabilities
(2)



(11
1,740
1,729
Long-term debt
(2)


(2,303

(225
(2,528
Total
$
(71
$
(106
$
(5,744
$
4,587
$
2,811
$
1,477
2008



(74
(1,840
(1,914
Loans and leases
(2)




(1,003
(1,003
Mortgage servicing rights



(7,378

(7,378
Loans held-for-sale
(2)


(154
(423
(4
(581
(3)




(398
(398
Loans and leases
(2)




(167
(167
Mortgage servicing rights
(3)



(43

(43
Loans held-for-sale
(2)
(58
(22
(80


136


136
Non-agency MBS:
Residential



(20
(1,139
(1,159
Commercial




(185
(185
Foreign securities




(79
(79
Corporate/Agency bonds




(22
(22
Other taxable securities




(75
(75
Tax-exempt securities




2
2
Total available-for-sale debt securities



(20
(1,498
(1,518
Loans and leases
(2)


(11

526
515
Mortgage servicing rights



5,286

5,286
Loans held-for-sale
(2)


(216
306
588
678


(38


(38
Accrued expenses and other liabilities
(2)


36
(11
1,360
1,385
Long-term debt
(2)


(2,083

(227
(2,310
Total
$
21
$
947
$
(4,990
$
13,857
$
810
$
10,645
2008



(74
(2,435
(2,509
Loans and leases
(2)


(5

(775
(780
Mortgage servicing rights



(7,115

(7,115
Loans held-for-sale
(2)


(195
(848
(4
(1,047
(3, 4)




(398
(398
Loans and leases
(2)


(1

(139
(140
Mortgage servicing rights
(3)



231

231
Loans held-for-sale
(2)


(61
(29

(90
Level 3
Fair Value Measurements
2007
(Dollars in millions)
Balance
January 1,
2007
(1)
Gains
(Losses)
Included in
Earnings
Gains
(Losses)
Included
in OCI
Purchases,
Issuances,
and
(2)
1,133
(398
(206
4,588
390
5,507
Loans and leases
3,947
(140

783

4,590
Mortgage servicing rights
(2)
2,869
231

(47

3,053
Loans held-for-sale
(2)

(90

(1,259
2,683
1,334

30
136

167
810
1,143
Mortgage trading loans and
securities:
Non-agency MBS:
Residential
5,439
2,509
(1,159
2,738
(4,187
1,876
7,216
Commercial
657

(185
(7
(155
(52
258
Foreign securities
1,247

(79
(226
(73
(401
468
Corporate/Agency bonds
1,598

(22
127
324
(1,100
927
Other taxable securities
9,599

(75
669
(4,490
(1,154
4,549
Tax-exempt securities
162

2
26
6,093
645
6,928
Total available-for-sale debt
securities
18,702
2,509
(1,518
3,327
(2,488
(186
20,346
Loans and leases
(3)
5,413
2,452
515

(3,718
274
4,936
Mortgage servicing rights
12,733
209
5,286

1,237

19,465
Loans held-for-sale
(3)
3,382
3,872
678

(1,048
58
6,942


(38


(348
(386
Corporate securities and
other




4
(14
(10
Total trading account liabilities


(38

4
(362
(396
Accrued expenses and other
liabilities
(3)
(1,940
(1,337
1,385

294

(1,598
Long-term debt
(3)

(7,481
(2,310

830
4,301
(4,660
2008
(Dollars in millions)
Balance
January 1,
2008
(1)
Countrywide
Acquisition
Gains
(Losses)
Included in
Earnings
Gains
(Losses)
Included
in OCI
Purchases,
Issuances
and
securities
5,507
528
(2,509
(1,688
2,754
14,110
18,702
Loans and leases
(3)
4,590

(780

1,603

5,413
Mortgage servicing rights
3,053
17,188
(7,115

(393

12,733
Loans held-for-sale
(3)
1,334
1,425
(1,047

(542
2,212
3,382
2,789
255,413
18,702

276,904
Loans and leases


5,413

5,413
Mortgage servicing rights


12,733

12,733
Loans held-for-sale

15,582
3,382

18,964
Securities Financing Agreements
18,353
8,647
1,143

28,143
U.S. Treasury securities and agency debentures
19,571
3,454


23,025
Mortgage-backed securities:
Agency

166,246


166,246
Agency-collateralized mortgage obligations

25,781


25,781
Non-agency residential

27,887
7,216

35,103
Non-agency commercial

6,651
258

6,909
Foreign securities
158
3,271
468

3,897
Corporate/Agency bonds

5,265
927

6,192
Other taxable securities
676
14,017
4,549

19,242
Tax-exempt securities

8,278
6,928

15,206
Total available-for-sale debt securities
20,405
260,850
20,346

301,601
Loans and leases


4,936

4,936
Mortgage servicing rights


19,465

19,465
Loans held-for-sale

25,853
6,942

32,795
12,028
483
386

12,897
Corporate securities and other
282
7,317
10

7,609
Total trading account liabilities
51,949
13,087
396

65,432
Derivative liabilities
2,925
1,443,494
15,185
(1,417,876
43,728
Commercial paper and other short-term borrowings

813


813
Accrued expenses and other liabilities
16,797
620
1,598

19,015
Long-term debt

40,791
4,660

45,451
Total liabilities
$
71,671
$
$
21,839
$
(1,417,876
$
213,427
(1)
NOTE 20 – Fair Value Measurements
Securities
184
Bank of America 2009
Restricted stock/unit awards
Shares
Weighted-
average Grant
Date Fair
Value
Outstanding at January 1, 2009
32,715,964
$
45.45
Merrill Lynch acquisition,
January 1, 2009
83,446,110
14.08
Granted
124,146,773
10.57
Vested
(31,181,360
31.46
Cancelled
(34,099,465
14.39
Outstanding at
December 31, 2009
175,028,022
14.30
2009
Exercised
(2,835
12.56
Forfeited
(36,224,754
46.31
Outstanding at
December 31, 2009
(1)
303,722,748
49.71
Options exercisable at
December 31, 2009
275,180,674
49.45
Options vested and expected to
vest
(2)
303,640,869
49.71
(1)
(2)
Includes vested shares and nonvested shares after a forfeiture rate is applied.
182
Bank of America 2009
NOTE 18 – Stock-Based Compensation Plans

1,301

1,301
268
611
6
885
Foreign common collective trusts

289

289
Foreign other

18
266
284
Real estate


119
119
Participant loans


74
74
Other investments
30
402
187
619
7
(1


6
Foreign other
328
(100
38

266
Real estate
149
(30


119
Participant loans
74



74
Other investments
237
(75
5
20
187
Total
$
821
$
(214
$
43
$
20
$
670
(1)
20 – 40
65 – 80
25 – 45
Real estate
0 – 5
0 – 5
0 – 5
Other
0 – 10
5 – 20
0 – 5
176
Bank of America 2009
Regulatory Capital
December 31
2009
2008
Actual
Minimum
Required
(1)
Actual
Minimum
Required
(1)
(Dollars in millions)
Ratio
Amount
Ratio
Amount
Risk-based capital
Tier 1 common
Bank of America Corporation
7.81
$
n/a
4.80
$
63,339
n/a
Tier 1
Bank of America Corporation
10.40
160,388
$
61,676
9.15
120,814
$
52,833
Bank of America, N.A.
10.30
111,916
43,472
8.51
88,979
41,818
FIA Card Services, N.A.
15.21
28,831
7,584
13.90
19,573
5,632
Total
Bank of America Corporation
14.66
226,070
123,401
13.00
171,661
105,666
Bank of America, N.A.
13.76
149,528
86,944
11.71
122,392
83,635
FIA Card Services, N.A.
17.01
32,244
15,168
16.25
22,875
11,264
Tier 1 leverage
Bank of America Corporation
6.91
160,388
92,882
6.44
120,814
56,155
Bank of America, N.A.
7.38
111,916
60,626
5.94
88,979
44,944
FIA Card Services, N.A.
23.09
28,831
4,994
14.28
19,573
4,113
(1)
NOTE 16 – Regulatory Requirements and
Restrictions
Accumulated OCI
Securities
Available-for-
(4)
For more information on employee benefit plans, see
Earnings Per Common Share
th
interest in a share of preferred
Preferred Stock Summary
(Dollars in millions, except as noted)
Series
Description
Initial
Issuance
Date
Total
Shares
Outstanding
Liquidation
Preference
per Share
(in dollars)
Carrying
Value
(1)
Per Annum
Dividend Rate
Redemption Period
Series B
(2)
7% Cumulative
Redeemable
June
1997
7,571
$
100
$
1
7.00%
n/a
Series D
(3, 9)
6.204% Non-
Cumulative
September
2006
26,434
25,000
661
6.204%
On or after
September 14, 2011
Series E
(3, 9)
Floating Rate
Non-Cumulative
November
2006
19,491
25,000
487
Annual rate equal to the
greater of (a) 3-mo. LIBOR
+ 35 bps and (b) 4.00%
On or after
November 15, 2011
Series H
(3, 9)
8.20% Non-
Cumulative
May
2008
114,483
25,000
2,862
8.20%
On or after
May 1, 2013
Series I
(3, 9)
6.625% Non-
Cumulative
September
2007
14,584
25,000
365
6.625%
On or after
October 1, 2017
Series J
(3, 9)
7.25% Non-
Cumulative
November
2007
39,111
25,000
978
7.25%
On or after
November 1, 2012
Series K
(3,10)
Fixed-to-Floating
Rate Non-
Cumulative
January
2008
66,702
25,000
1,668
8.00% through 1/29/18;
3-mo. LIBOR + 363 bps
thereafter
On or after
January 30, 2018
Series L
7.25% Non-
Cumulative
Bank of America 2009
171
NOTE 15 – Shareholders’ Equity and Earnings Per
Common Share
Common Stock
The Corporation and BANA are cooperating with the state attorneys general.
Ocala Litigation
Parmalat Finanziaria S.p.A. Matters
Proceedings in Italy
Bank of America 2009
169
Merrill Lynch Subprime-related Matters
plaint in these ERISA actions has been filed, as described below.
In Re Bank of America Securities, Derivative & ERISA Litigation
Bank of America 2009
165
Heilig-Meyers Litigation
Countrywide Mortgage-Backed Securities Litigation
Adelphia Litigation
Operating Leases
Other Commitments
NOTE 14 – Commitments and Contingencies
Issuance Date
Aggregate
Principal
Amount
of Trust
Securities
Aggregate
Principal
Amount
of the
Notes
Stated Maturity
of the Notes
Per Annum Interest
Rate of the Notes
Interest Payment
Dates
Redemption Period
(Dollars in millions)
Issuer
Bank of America
Capital Trust I
December 2001
$
575
$
593
December 2031
7.00
3/15,6/15,9/15,12/15
On or after 12/15/06
Capital Trust II
January 2002
900
928
February 2032
7.00
2/1,5/1,8/1,11/1
On or after 2/01/07
Capital Trust III
August 2002
500
516
August 2032
7.00
2/15,5/15,8/15,11/15
On or after 8/15/07
Capital Trust IV
April 2003
375
387
May 2033
5.88
2/1,5/1,8/1,11/1
On or after 5/01/08
Capital Trust V
November 2004
518
534
November 2034
6.00
2/3,5/3,8/3,11/3
On or after 11/03/09
Capital Trust VI
March 2005
1,000
1,031
March 2035
5.63
3/8,9/8
Any time
Capital Trust VII
(1)
August 2005
1,415
1,415
August 2035
5.25
2/10,8/10
Any time
Capital Trust VIII
August 2005
530
546
August 2035
6.00
2/25,5/25,8/25,11/25
On or after 8/25/10
Capital Trust X
March 2006
900
928
March 2055
6.25
3/29,6/29,9/29,12/29
On or after 3/29/11
Capital Trust XI
May 2006
1,000
1,031
May 2036
6.63
5/23,11/23
Any time
Capital Trust XII
August 2006
863
890
August 2055
6.88
2/2,5/2,8/2,11/2
On or after 8/02/11
Capital Trust XIII
February 2007
700
700
March 2043
3-mo. LIBOR +40 bps
3/15,6/15,9/15,12/15
On or after 3/15/17
Capital Trust XIV
February 2007
850
850
March 2043
5.63
3/15,9/15
On or after 3/15/17
Capital Trust XV
May 2007
500
500
June 2056
3-mo. LIBOR +80 bps
3/1,6/1,9/1,12/1
On or after 6/01/37
NationsBank
Capital Trust II
December 1996
365
376
December 2026
7.83
6/15,12/15
On or after 12/15/06
Capital Trust III
February 1997
500
515
January 2027
3-mo. LIBOR +55 bps
1/15,4/15,7/15,10/15
On or after 1/15/07
Capital Trust IV
April 1997
500
515
April 2027
8.25
4/15,10/15
On or after 4/15/07
BankAmerica
Institutional Capital A
November 1996
450
464
December 2026
8.07
6/30,12/31
On or after 12/31/06
Institutional Capital B
November 1996
300
309
December 2026
7.70
6/30,12/31
On or after 12/31/06
Capital II
December 1996
450
464
December 2026
8.00
6/15,12/15
On or after 12/15/06
Capital III
January 1997
400
412
January 2027
3-mo. LIBOR +57 bps
1/15,4/15,7/15,10/15
On or after 1/15/02
156
Bank of America 2009
Bank of America 2009
155
(Dollars in millions)
2010
2011
2012
2013
2014
Thereafter
Total
Bank of America Corporation
$
$
$
$
7,714
$
$
80,110
$
Merrill Lynch & Co., Inc. and subsidiaries
31,680
19,867
18,760
21,246
17,210
46,188
154,951
Bank of America, N.A. and other subsidiaries
20,779
58
5,759
3,240
99
14,837
44,772
NB Holdings Corporation





258
258
BAC North America Holding Company and subsidiaries
74
43
15
26
45
1,652
1,855
Other
23,257
18,364
5,597
5,132
1,272
175
53,797
Total
$
$
$
$
$
$
143,220
$
NOTE 13 – Long-term Debt
December 31
(Dollars in millions)
2009
2008
Notes issued by Bank of America Corporation
Senior notes:
Fixed, with a weighted-average rate of 4.80%, ranging from 0.61% to 7.63%, due 2010 to 2043
$
78,282
$
64,799
Floating, with a weighted-average rate of 1.17%, ranging from 0.15% to 4.57%, due 2010 to 2041
47,731
51,488
Structured notes
8,897
5,565
Subordinated notes:
Fixed, with a weighted-average rate of 5.69%, ranging from 2.40% to 10.20%, due 2010 to 2038
28,017
29,618
Floating, with a weighted-average rate of 1.60%, ranging from 0.60% to 4.39%, due 2016 to 2019
681
650
Junior subordinated notes (related to trust preferred securities):
Fixed, with a weighted-average rate of 6.71%, ranging from 5.25% to 11.45%, due 2026 to 2055
15,763
15,606
Floating, with a weighted-average rate of 0.88%, ranging from 0.50% to 3.63%, due 2027 to 2056
3,517
3,736
Total notes issued by Bank of America Corporation
182,888
171,462
Notes issued by Merrill Lynch & Co., Inc. and subsidiaries
Senior notes:
Fixed, with a weighted-average rate of 5.24%, ranging from 0.05% to 8.83%, due 2010 to 2066
52,506

Floating, with a weighted-average rate of 0.80%, ranging from 0.13% to 5.29%, due 2010 to 2044
36,624

Structured notes
48,518

Subordinated notes:
Fixed, with a weighted-average rate of 6.07%, ranging from 0.12% to 8.13%, due 2010 to 2038
9,258

Floating, with a weighted-average rate of 1.12%, ranging from 0.83% to 1.26%, due 2017 to 2037
1,857

Junior subordinated notes (related to trust preferred securities):
Fixed, with a weighted-average rate of 6.93%, ranging from 6.45% to 7.38%, due 2062 to 2066
3,552

Other long-term debt
2,636

Total notes issued by Merrill Lynch & Co., Inc. and subsidiaries
154,951

Notes issued by Bank of America, N.A. and other subsidiaries
Senior notes:
Fixed, with a weighted-average rate of 2.16%, ranging from 0.40% to 8.10%, due 2010 to 2027
12,461
6,103
Floating, with a weighted-average rate of 0.38%, ranging from 0.15% to 3.31%, due 2010 to 2051
24,846
28,467
Subordinated notes:
Fixed, with a weighted-average rate of 5.91%, ranging from 5.30% to 7.13%, due 2012 to 2036
5,193
5,593
Floating, with a weighted-average rate of 0.73%, ranging from 0.25% to 3.76%, due 2010 to 2027
2,272
2,796
Total notes issued by Bank of America, N.A. and other subsidiaries
44,772
42,959
Notes issued by NB Holdings Corporation
Junior subordinated notes (related to trust preferred securities):
Floating, 0.85%, due 2027
258
258
Total notes issued by NB Holdings Corporation
258
258
Notes issued by BAC North America Holding Company and subsidiaries
Senior notes:
Fixed, with a weighted-average rate of 5.40%, ranging from 3.00% to 7.00%, due 2010 to 2026
420
562
Junior subordinated notes (related to trust preferred securities):
Advances from Federal Home Loan Banks:
Fixed, with a weighted-average rate of 4.08%, ranging from 0.36% to 8.29%, due 2010 to 2028
53,032
48,495
Floating, with a weighted-average rate of 0.14%, ranging from 0.13% to 0.14%, due 2011 to 2013
750
2,750
Other
15
375
Total other debt
53,797
51,620
Total long-term debt
$
$
154
Bank of America 2009
NOTE 11 – Deposits
Time deposits of $100 thousand or more
(Dollars in millions)
Three months
or less
Over three months
to twelve months
Thereafter
Total
Domestic certificates of deposit and other time deposits
$
44,723
$
45,651
$
9,058
$
Foreign certificates of deposit and other time deposits
62,473
3,488
1,282
67,243
At December 31, 2009, the scheduled maturities for total time deposits were as follows:
(Dollars in millions)
Domestic
Foreign
Total
Due in 2010
$
174,731
$
72,507
$
Due in 2011
14,511
402
14,913
Due in 2012
3,256
312
3,568
Due in 2013
3,284
216
3,500
Due in 2014
2,873
40
2,913
Thereafter
2,282
342
2,624
Total time deposits
$
200,937
$
73,819
$
NOTE 12 – Short-term Borrowings
The following table presents information for short-term borrowings.
Short-term Borrowings
2009
2008
2007
(Dollars in millions)
Amount
Rate
Amount
Rate
Amount
Rate
Federal funds purchased
At December 31
$
4,814
0.09
$
14,432
0.11
$
14,187
4.15
Average during year
4,239
0.05
8,969
1.67
7,595
4.84
Maximum month-end balance during year
4,814

18,788

14,187

Securities loaned or sold under agreements to repurchase
At December 31
250,371
0.39
192,166
0.84
207,248
4.63
Average during year
365,624
0.96
264,012
2.54
245,886
5.21
Maximum month-end balance during year
430,067

295,537

277,196

Commercial paper
At December 31
13,131
0.65
37,986
1.80
55,596
4.85
Average during year
26,697
1.03
57,337
3.09
57,712
5.03
Maximum month-end balance during year
37,025

65,399

69,367

Other short-term borrowings
At December 31
56,393
1.72
120,070
2.07
135,493
4.95
Average during year
92,083
1.87
125,392
2.99
113,621
5.18
Maximum month-end balance during year
169,602

160,150

142,047

Bank of America 2009
153
Customer Vehicles
Multi-seller Conduits
3,492
1,799
1,414

23
6,728
Held-to-maturity debt securities
2,899




2,899
Loans and leases
318
11,752

5,650

17,720




368


368
Loans and leases
318
933





1,251
Bank of America 2009
Home Equity
Automobile
(Dollars in millions)
2009
2008
2009
2008
For the Year Ended December 31
Cash proceeds from new securitizations
$

$

$

$
741
Losses on securitizations
(1)



(31
Collections reinvested in revolving period securitizations
177
235


Repurchases of loans from trust
(2)
268
128
298
184
Cash flows received on residual interests
35
27
52

At December 31
Principal balance outstanding
46,282
34,169
2,656
5,385
Senior securities held
(3, 4)
15

2,119
4,102
Subordinated securities held
(5)
48
3
195
383
Residual interests held
(6)
100
93
83
84
(1)
(4)
(5)
(6)
The following table summarizes selected information related to credit card securitizations at and for the year ended December 31, 2009 and 2008.
Credit Card
(Dollars in millions)
2009
2008
For the Year Ended December 31
Cash proceeds from new securitizations
$
650
$
20,148
Gains on securitizations

81
Collections reinvested in revolving period securitizations
133,771
162,332
Cash flows received on residual interests
5,512
5,771
At December 31
Principal balance outstanding
(1)
103,309
114,141
Senior securities held
(2)
7,162
4,965
Subordinated securities held
(3)
7,993
1,837
Other subordinated or residual interests held
(4)
5,195
2,233
(1)
(3)
(4)
143
13,786
12,507
3,845
4,559
188
121
561
569
1,215
16
Total senior securities held
$
16,081
$
13,815
$
4,046
$
4,926
$
200
$
121
$
992
$
847
$
1,684
$
184
Subordinated securities held
(5, 7)
:


13
20
22
1
4
17
23

Total subordinated securities
held
$

$

$
13
$
43
$
22
$
4
$
4
$
18
$
145
$
136
(1)
(6)
Acquired Loan Information for Merrill Lynch as of January 1, 2009
(Dollars in millions)
Contractually required payments including interest
$
6,205
Bank of America 2009
141
Nonperforming Loans and Leases
Nonperforming Loans and Leases
December 31
(Dollars in millions)
2009
2008
Consumer
Residential mortgage
$
$
7,057
Home equity
3,804
2,637
Discontinued real estate
249
77
Direct/Indirect consumer
86
26
Other consumer
104
91
Total consumer
20,839
9,888
Commercial
Commercial – domestic
(1)
5,125
2,245
Commercial real estate
7,286
3,906
Commercial lease financing
115
56
Commercial – foreign
177
290
Total commercial
12,703
6,497
Total nonperforming loans and leases
$
$
(1)
Includes small business commercial – domestic loans of $200 million and $205 million at December 31, 2009 and 2008.
Impaired Loans and Troubled Debt Restructurings
Purchased Impaired Loans
Bank of America 2009
December 31
2009
2008
(Dollars in millions)
Amortized
Cost
Fair Value
Amortized
Cost
Fair
Value
Federal National Mortgage Association
$
100,321
$
101,096
$
102,908
$
Government National Mortgage Association
60,610
61,121
43,713
44,627
Federal Home Loan Mortgage Corporation
29,076
29,810
46,114
46,859
December 31, 2009
Due in One
Year or Less
Due after One
Year
through Five
Years
Due after Five
Years
through Ten
Years
Due after Ten
Years
Total
(Dollars in millions)
Amount
Yield
(1)
Amount
Yield
(1)
Amount
Yield
(1)
Amount
Yield
(1)
Amount
Yield
(1)
Fair value of available-for-sale debt
securities
U.S. Treasury and agency securities
$
231
1.94
$
1,888
3.31
$
2,774
4.78
$
18,132
4.73
$
23,025
4.59
Mortgage-backed securities:
Agency
28
5.48
78,579
4.81
33,351
4.66
54,288
4.52
166,246
4.69
Agency-collateralized
mortgage obligations
495
3.83
12,360
2.39
12,778
2.53
148
0.98
25,781
2.48
Non-agency residential
757
8.58
18,068
9.34
4,790
7.61
11,488
4.09
35,103
7.38
Non-agency commercial
132
4.22
3,729
5.91
2,779
10.89
269
6.17
6,909
7.63
Foreign securities
105
3.03
1,828
6.33
96
5.60
1,868
3.21
3,897
4.53
Corporate bonds
592
1.22
3,311
3.68
1,662
7.47
627
2.59
6,192
4.31
Other taxable securities
12,297
1.17
5,921
3.92
203
7.19
821
4.00
19,242
2.24
Total taxable securities
14,637
1.82
125,684
5.24
58,433
4.81
87,641
4.45
286,395
4.73
Tax-exempt securities
(2)
6,413
0.28
1,772
6.38
3,450
6.39
3,571
5.29
15,206
3.56
Total available-for-sale debt
securities
$
21,050
1.35
$
5.25
$
61,883
4.89
$
91,212
4.48
$
4.67
Amortized cost of available-for-sale
debt securities
$
21,271
$
$
61,103
$
92,857
$
(1)
Yields are calculated based on the amortized cost of the securities.
(2)
Yields of tax-exempt securities are calculated on a fully taxable-equivalent (FTE) basis.
(Dollars in millions)
2009
2008
2007
Gross gains
$
$
$
Gross losses
(324
(243
(17
securities
$
$
$
Certain Corporate and Strategic Investments
December 31, 2009
U.S. Treasury and agency securities
$
4,655
$
(37
$

$

$
4,655
$
(37
Mortgage-backed securities:
Agency
53,979
(817
740
(29
54,719
(846
Agency-collateralized mortgage obligations
965
(10
747
(3
1,712
(13
Non-agency residential
6,907
(557
13,613
(3,370
20,520
(3,927
Non-agency commercial
1,263
(35
1,711
(81
2,974
(116
Foreign securities
169
(27
3,355
(869
3,524
(896
Corporate bonds
1,157
(71
294
(55
1,451
(126
Other taxable securities
3,779
(70
932
(408
4,711
(478
Total taxable securities
72,874
(1,624
21,392
(4,815
94,266
(6,439
Tax-exempt securities
4,716
(93
1,989
(150
6,705
(243
Total temporarily-impaired available-for-sale
debt securities
77,590
(1,717
23,381
(4,965
100,971
(6,682
(1)
Mortgage-backed securities:
Non-agency residential
51
(17
1,076
(84
1,127
(101
Total temporarily-impaired and other-than-temporarily
impaired available-for-sale securities
$
$
(1,847
$
$
(5,443
$
$
(7,290
Temporarily-impaired available-for-sale debt securities at
December 31, 2008
U.S. Treasury and agency securities
$
306
$
(14
$

$

$
306
$
(14
Mortgage-backed securities:
Agency
2,282
(12
7,508
(134
9,790
(146
Non-agency residential
19,853
(6,750
1,783
(2,075
21,636
(8,825
Non-agency commercial
215
(26
2,358
(486
2,573
(512
Foreign securities
3,491
(562
1,126
(116
4,617
(678
Corporate bonds
2,573
(934
666
(88
3,239
(1,022
Other taxable securities
12,870
(1,077
501
(223
13,371
(1,300
Total taxable securities
41,590
(9,375
13,942
(3,122
55,532
(12,497
Tax-exempt securities
6,386
(682
1,540
(299
7,926
(981
Total temporarily-impaired available-for-sale
debt securities
47,976
(10,057
15,482
(3,421
63,458
(13,478
(Dollars in millions)
2009
Balance, January 1, 2009
$

Credit component of other-than-temporary impairment not
reclassified to OCI in connection with the cumulative-effect
transition adjustment
(1)
22
Additions for the credit component on debt securities on which
other-than temporary impairment was not previously recognized
(2)
420
Balance, December 31, 2009
$
(1)
(2)
Range
(1)
Weighted-
average
10
th
Percentile
(2)
90
th
Percentile
(2)
Prepayment
speed
(3)
14.0
3.0
32.7
Loss severity
(4)
51.0
21.8
61.3
Life default rate
(5)
48.4
1.1
98.7
(1)
(2)
(3)
Annual constant prepayment speed.
(4)
(5)
Bank of America 2009
137
NOTE 5 – Securities
U.S. Treasury and agency securities
$
22,648
$
414
$
(37
$
23,025
Mortgage-backed securities:
Agency
164,677
2,415
(846
166,246
Agency-collateralized mortgage obligations
25,330
464
(13
25,781
Non-agency residential
(1)
37,940
1,191
(4,028
35,103
Non-agency commercial
6,354
671
(116
6,909
Foreign securities
4,732
61
(896
3,897
Corporate bonds
6,136
182
(126
6,192
Other taxable securities
(2)
19,475
245
(478
19,242
Total taxable securities
287,292
5,643
(6,540
286,395
Tax-exempt securities
15,334
115
(243
15,206
Total available-for-sale debt securities
$
302,626
$
5,758
$
(6,783
$
301,601
U.S. Treasury and agency securities
$
4,540
$
121
$
(14
$
4,647
Mortgage-backed securities:
Agency
191,913
3,064
(146
194,831
Non-agency residential
40,139
860
(8,825
32,174
Non-agency commercial
3,085

(512
2,573
Foreign securities
5,675
6
(678
5,003
Corporate bonds
5,560
31
(1,022
4,569
Other taxable securities
(2)
24,832
11
(1,300
23,543
Total taxable securities
275,744
4,093
(12,497
267,340
Tax-exempt securities
10,501
44
(981
9,564
Total available-for-sale debt securities
$
286,245
$
4,137
$
(13,478
$
276,904
2009
(Dollars in millions)
Non-agency
Residential
MBS
Non-agency
Commercial
MBS
Foreign
Securities
Corporate
Bonds
Other Taxable
Securities
(1)
Total
Total other-than-temporary impairment losses
(unrealized
and realized)
$
(2,240
$
(6
$
(360
$
(87
$
(815
$
Unrealized other-than-temporary impairment losses
recognized in OCI
(2)
672




672
(2)
136
Bank of America 2009
Credit Risk Management of Derivatives and Credit-related
Contingent Features
Economic Hedges
(3)
1,572
(1,316
Other
(3)
14
34
Total
$
5,994
$
8,529
(1)
Gains (losses) on these derivatives are recorded in mortgage banking income.
(2)
(3)
Gains (losses) on these derivatives are recorded in other income.
Sales and Trading Revenue
Bank of America 2009
133
Bank of America 2009
Amounts Recognized in Income
2009
2008
(Dollars in millions)
Derivative
Hedged
Item
Hedge
Ineffectiveness
Derivative
Hedged
Item
Hedge
Ineffectiveness
Derivatives designated as fair value hedges
Interest rate risk on long-term debt
(1)
$
(4,858
$
4,082
$
(776
$
4,340
$
(4,143
$
197
Interest rate and foreign currency risk on long-term
debt
(1)
932
(858
74
294
(444
(150
Interest rate risk on available-for-sale securities
(2, 3)
791
(1,141
(350
32
(51
(19
Commodity price risk on commodity inventory
(4)
(51
51

n/a
n/a
n/a
Total
(5)
$
(3,186
$
2,134
$
(1,052
$
4,666
$
(4,638
$
28
(1)
Amounts are recorded in interest expense on long-term debt.
(2)
Amounts are recorded in interest income on AFS securities.
(3)
December 31, 2008
ALM and Risk Management Derivatives
NOTE 4 – Derivatives
Derivative Balances
130
Bank of America 2009
(Dollars in millions)
2009
2008
28,143
13,614
12,897
7,252
Corporate securities and other
7,609
5,057
Total trading account liabilities
$
65,432
$
51,723
(1)
Includes $23.5 billion and $52.6 billion at December 31, 2009 and 2008 of government-sponsored enterprise (GSE) obligations.
Bank of America 2009
129
Merger and Restructuring Charges
(Dollars in millions)
2009
2008
2007
Severance and employee-related charges
$
$
$
Systems integrations and related charges
1,155
640
240
Other
215
157
64
Total merger and restructuring
charges
$
$
$
Merger-related Exit Cost and Restructuring Reserves
Exit Cost
Reserves
Restructuring
Reserves
(Dollars in millions)
2009
2008
2009
2008
Balance, January 1
$
523
$
377
$
86
$
108
Exit costs and restructuring
charges:
Merrill Lynch
n/a
n/a
949
n/a
Countrywide

588
191
71
LaSalle
(24
31
(6
25
U.S. Trust Corporation

(3
(1
40
MBNA

(6

(3
Cash payments
(387
(464
(816
(155
Balance,
December 31
$
112
$
523
$
403
$
86
n/a
(2)
188.9
Total liabilities
626.2
12.6
Deferred income taxes
(5.9
After-tax total adjustments
6.7
Credit Card and Deposit Arrangements
Endorsing Organization Agreements
16.0
Income Taxes
Earnings Per Common Share
Securitizations
Level 1
Level 3
Leases
Derivatives and Hedging Activities
Trading Instruments
Bank of America 2009
Bank of America Corporation and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 1 – Summary of Significant Accounting
Principles
Bank of America Corporation and Subsidiaries
Consolidated Statement of Cash Flows
Year Ended December 31
(Dollars in millions)
2009
2008
2007
Operating activities
(4,723
(1,124
(180
Depreciation and premises improvements amortization
2,336
1,485
1,168
Amortization of intangibles
1,978
1,834
1,676
Deferred income tax expense (benefit)
370
(5,801
(753
164,155
120,972
28,107
Proceeds from paydowns and maturities of available-for-sale debt securities
59,949
26,068
19,233
Purchases of available-for-sale debt securities
(185,145
(184,232
(28,016
Proceeds from maturities of held-to-maturity debt securities
2,771
741
630
Purchases of held-to-maturity debt securities
(3,914
(840
(314
Proceeds from sales of loans and leases
7,592
52,455
57,875
67,744
43,782
67,370
(101,207
(35,072
(28,942
Proceeds from issuance of preferred stock
49,244
34,742
1,558
Repayment of preferred stock
(45,000


Proceeds from issuance of common stock
13,468
10,127
1,118
Common stock repurchased


(3,790
Cash dividends paid
(4,863
(11,528
(10,878
Excess tax benefits of share-based payments

42
254
Bank of America Corporation and Subsidiaries
Consolidated Statement of Changes in Shareholders’ Equity
(Dollars in millions, shares in thousands)
Preferred
Stock
Common Stock and
Additional Paid-in
Capital
71
(71

Bank of America Corporation and Subsidiaries
Available-for-sale (includes
$122,708
301,601
276,904
Held-to-maturity, at cost (fair value –
$9,684
9,840
685
Total debt securities
311,441
277,589
Loans and leases (includes
$4,936
$118,113
900,128
931,446
Allowance for loan and lease losses
(37,200
(23,071
$45,451
438,521
268,292
Total liabilities
1,991,855
1,640,891
Commitments and contingencies (
Shareholders’ equity
Preferred stock, $0.01 par value; authorized –
100,000,000
5,246,660
37,208
37,701
Common stock and additional paid-in capital, $0.01 par value; authorized –
10,000,000,000
8,650,243,926
128,734
76,766
Bank of America Corporation and Subsidiaries
Consolidated Statement of Income
Year Ended December 31
(Dollars in millions, except per share information)
2009
2008
2007
Interest income
Interest and fees on loans and leases
$
48,703
$
56,017
$
55,681
Interest on debt securities
12,947
13,146
9,784
Federal funds sold and securities borrowed or purchased under agreements to resell
2,894
3,313
7,722
15,413
9,938
9,359
Total interest expense
30,807
40,324
52,863
4,723
1,124
180
Other income (loss)
(14
(1,654
1,295
Other-than-temporary impairment losses on available-for-sale debt securities:
Total other-than-temporary impairment losses
(3,508
(3,461
(398
Less: Portion of other-than-temporary impairment losses recognized in other
comprehensive income
672


(2,836
(3,461
(398
Total noninterest income
72,534
27,422
32,392
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Bank of
America Corporation:

Приложенные файлы

  • pdf 15535358
    Размер файла: 2 MB Загрузок: 0

Добавить комментарий