3rd Supp. Ind. dated as of 11/7/08 to the Ind. dated as of 6/04/97



 Exhibit 4.33 
 BANK OF AMERICA CORPORATION 
  
  
 THIRD SUPPLEMENTAL INDENTURE 
 Dated as of
November 7, 2008 
 Supplementing the Indenture dated 
 as of June 4, 1997, 
 as supplemented by the First Supplemental Indenture dated July 1, 2008,

 as supplemented by the Second Supplemental Indenture dated November 7, 2008, 
 among 
 Countrywide Home Loans, Inc., 
 Countrywide Financial Corporation (formerly Red Oak Merger Corporation) 
 and 
 The Bank of New York Mellon (formerly The Bank of New York), as trustee. 







 THIS THIRD SUPPLEMENTAL INDENTURE, dated as of November 7, 2008 (the “Third Supplemental
Indenture”), is made by and among BANK OF AMERICA CORPORATION, a Delaware corporation (“Issuer”), COUNTRYWIDE FINANCIAL CORPORATION (formerly Red Oak Merger Corporation), a Delaware corporation (“Guarantor”),
and THE BANK OF NEW YORK MELLON (formerly The Bank of New York), a New York banking corporation, as trustee (the “Trustee”) under the Indenture referred to herein. 
 WITNESSETH: 
 WHEREAS, Issuer, Guarantor, Countrywide Home Loans,
Inc., a New York corporation (the “Corporation”) and the Trustee are parties to an Indenture dated as of June 4, 1997, as supplemented by the First Supplemental Indenture dated July 1, 2008, as supplemented by the Second
Supplemental Indenture (“Second Supplemental Indenture”) dated November 7, 2008 (collectively, the “Indenture”), providing for the issuance of Debt Securities; 
 WHEREAS, there is outstanding under the terms of the Indenture one or more series of Debt Securities (the “Securities”); 
 WHEREAS, Issuer and Guarantor entered into a Stock Purchase Agreement dated November 7, 2008 (the “Stock Purchase Agreement”),
pursuant to which Guarantor will sell to Issuer substantially all of Guarantor’s assets (the “Stock Purchase”); 
 WHEREAS, the Stock Purchase will be consummated on November 7, 2008; 
 WHEREAS, Section 10.2 of the
Indenture provides that in the case of a conveyance or transfer of substantially all of Guarantor’s assets to another corporation, the acquiring corporation shall expressly assume by supplemental indenture all the obligations and covenants
under the Securities and the Indenture to be performed and observed by Guarantor; 
 WHEREAS, Section 11.1(a) of the Indenture
provides that Issuer and Guarantor, with the authorization of their respective Boards of Directors, and the Trustee may amend the Indenture without notice to or consent of any holders of the Securities to evidence the succession to Guarantor of a
corporation that has acquired by conveyance or transfer substantially all of Guarantor’s assets and the assumption by the acquiring corporation of the obligations and covenants of Guarantor under the Indenture; 
 WHEREAS, in connection with the execution of the Second Supplemental Indenture, Issuer expressly assumed all of the Corporation’s obligations
and covenants pursuant to the Indenture; 
 WHEREAS, Issuer wishes to assume all of Guarantor’s obligations and covenants
pursuant to the Indenture; 







 WHEREAS, Guarantor agreed to make guarantee payments and certain other payments set forth in the
Guarantee Agreement dated as of June 4, 1997 by and between Guarantor and the Trustee for the benefit of the holders of the Securities (the “Guarantee Agreement”); 
 WHEREAS, Issuer wishes to assume all of Guarantor’s responsibilities and obligations under the Indenture and the Guarantee Agreement;

 WHEREAS, this Third Supplemental Indenture has been duly authorized by all necessary corporate action on the part of each of
Issuer, Guarantor and the Corporation; 
 WHEREAS, the Trustee has determined that this Third Supplemental Indenture is satisfactory
to it in form; and 
 WHEREAS, all things necessary to make this Third Supplemental Indenture a valid indenture and agreement
according to its terms have been done. 
 NOW, THEREFORE, in consideration of these premises, Issuer, Guarantor, the Corporation and
the Trustee agree as follows for the equal and ratable benefit of the holders of the Securities: 
 ARTICLE I 
 ASSUMPTION BY SUCCESSOR CORPORATION 
 AND SUPPLEMENTAL PROVISIONS 
 SECTION 1.1 Assumption of the Guarantees. 
 (a) Issuer hereby represents and warrants that: 
 (i) it is a corporation organized and existing under the laws of the State of Delaware and is acquiring substantially all of Guarantor’s assets pursuant to the Stock Purchase Agreement; and 
 (ii) the execution, delivery and performance of this Third Supplemental Indenture has been duly authorized by the Board of Directors of
Issuer. 
 (b) Issuer hereby expressly assumes the performance of all obligations under the Guarantees and the due and punctual performance
and observance of all of the covenants and conditions of the Indenture to be kept or performed by Guarantor. 
 (c) Issuer is hereby
substituted for, and may exercise every right and power of, Guarantor under the Indenture, as if Issuer had been originally named as the guarantor. 
 (d) Guarantor is hereby discharged and released from all of its obligations and covenants under the Indenture and the Securities. 







 SECTION 1.2 Assumption of the Guarantee Agreements. 
 (a) Issuer hereby assumes and is substituted for the Guarantor under the Guarantee Agreement and agrees to perform all of Guarantor’s obligations and
responsibilities under the Guarantee Agreement. 
 (b) Guarantor is hereby discharged and released from all of its obligations and covenants
under the Guarantee Agreement. 
 SECTION 1.3 Name in Guarantee Agreement. Effective November 7, 2008, the name of guarantor, as
the successor corporation under the Guarantee Agreement, shall be “Bank of America Corporation.” 
 SECTION 1.4 Trustee’s
Acceptance. The Trustee hereby accepts this Third Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture. 
 ARTICLE II 
 MISCELLANEOUS 
 SECTION 2.1 Effect of Supplemental Indenture. Upon the later to occur of (i) the execution and delivery of this Third Supplemental Indenture
by the Corporation, Issuer, Guarantor and the Trustee and (ii) the effective time of the Stock Purchase, the Indenture shall be supplemented in accordance herewith, and this Third Supplemental Indenture shall form a part of the Indenture for
all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. 
 SECTION 2.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. 
 SECTION 2.3 Indenture and Supplemental Indenture Construed Together. This Third Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Third Supplemental Indenture shall henceforth be read and construed together. 
 SECTION 2.4 Confirmation and Preservation of Indenture. The Indenture as supplemented by this Third Supplemental Indenture is in all respects confirmed and preserved. 
 SECTION 2.5 Conflict with Trust Indenture Act. If any provision of this Third Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act (the “TIA”) that is required under the TIA to be part of and govern any provision of this Third Supplemental Indenture, the provision of the TIA shall control. If any provision of this Third
Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Third Supplemental Indenture, as
the case may be. 







 SECTION 2.6 Severability. In case any provision in this Third Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 2.7 Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. 
 SECTION 2.8 Addresses for Notice, etc., to Issuer and Trustee. Any notice or demand which by any provisions of this Third Supplemental Indenture
or the Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on Issuer may be given in the manner specified in the Indenture to the following address: 
 Bank of America Corporation 
 Bank of America
Corporate Center 
 100 North Tryon Street 
 NC1-007-07-13 
 Corporate Treasury Division 
 Charlotte, North Carolina 28255 
 Telephone:
(980) 387-3776 
 Facsimile: (980) 387-8794 
 Attention: B. Kenneth Burton, Jr. 
 Together with a copy to: 
 Bank of America Corporation 
 Legal Department

 NC1-002-29-01 
 101 South Tryon
Street 
 Charlotte, North Carolina 28255 
 Telephone: (704) 386-4238 
 Facsimile: (704) 386-1670 
 Attention: Teresa M. Brenner, Esq. 
 SECTION 2.9 Headings. The Article and Section headings of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Third Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof. 
 SECTION 2.10 Benefits of Third Supplemental Indenture, etc. Nothing in
this Third Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the holders of the Securities, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this Third Supplemental Indenture or the Securities. 







 SECTION 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this Third
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

 SECTION 2.12 Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. 
 SECTION 2.13 Governing Law. This Third Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed in said State. 
 SECTION 2.14 Trustee Not Responsible for Recitals. The recitals contained herein (other than the twelfth recital) shall be taken as the statements of the Corporation, the Issuer or Guarantor, as the case may
be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture. 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed
as of the date first written above. 
  

			
	GUARANTOR:
	
	Countrywide Financial Corporation
		
	By:	 	 /s/    Anne D. McCallion

		 	Anne D. McCallion
		 	Chief Financial Officer


  

 Third Supplemental Indenture 
 Signature Page 1 of 3 









			
	ISSUER:
	
	Bank of America Corporation
		
	By:	 	 /s/    B. Kenneth Burton, Jr.

		 	B. Kenneth Burton, Jr.
		 	Senior Vice President


  

 Third Supplemental Indenture 
 Signature Page 2 of 3 









			
	THE TRUSTEE:
	
	The Bank of New York Mellon
		
	By:	 	 /s/    Rafael E. Miranda

		 	Rafael E. Miranda
		 	Vice President


  

 Third Supplemental Indenture 
 Signature Page 3 of 3