exv4w2






Exhibit 4.2




FORM OF WARRANT TO PURCHASE COMMON STOCK




WARRANT

to purchase




[     •     ]




Shares of Common Stock




Of




BANK OF AMERICA CORPORATION




Issue Date: December __, 2009          



1. Definitions. Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated.




     “Amendment” means the amendment to the Company’s charter increasing the Company’s authorized
Common Stock to permit the conversion of all Series S Securities into Common Stock.



     “Board of Directors” means the board of directors of the Company, including any duly
authorized committee thereof.



     “Business Day” means any day except Saturday, Sunday and any day on which banking institutions
in the State of New York or the State of North Carolina generally are authorized or required by law
or other governmental actions to close.



     “Capital Stock” means (A) with respect to any Person that is a corporation or company, any and
all shares, interests, participations or other equivalents (however designated) of capital or
capital stock of such Person and (B) with respect to any Person that is not a corporation or
company, any and all partnership or other equity interests of such Person.



     “Charter” means, with respect to any Person, its certificate or articles of incorporation,
articles of association, or similar organizational document.



     “Common Stock” refers to shares of common stock of the Company, $0.01 par value per share.



     “Company” means Bank of America Corporation, a corporation organized and existing under the
laws of the State of Delaware.



     “Constituent Person” has the meaning set forth in Section 13(a).



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     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.



     “Exchange Property” has the meaning set forth in Section 13(a).



     “Exercise Period” means the period commencing on (and including) 9:30 a.m. New York City time
on the Exercise Activation Date and ending at the Expiration Time; provided, that, if Stockholder
Approval is received prior to the Exercise Activation Date, this Warrant shall not be exercisable
and shall expire as provided in Section 3(b) and 3(c) below.



     “Exercise Rate” has the meaning set forth in Section 2.



     “Expiration Time” has the meaning set forth in Section 3(c).



     “Exercise Activation Date” means the Business Day immediately following the day on which the
first Stockholder No-Vote occurs.



     “Issue Date” means the date set forth on the first page of this Warrant.



     “Market Price” means, with respect to a particular security, on any given day, the last
reported sale price regular way or, in case no such reported sale takes place on such day, the
average of the last closing bid and ask prices regular way, in either case on the principal
national securities exchange on which the applicable securities are listed or admitted to trading,
or if not listed or admitted to trading on any national securities exchange, the average of the
closing bid and ask prices as furnished by two independent members of the Financial Industry
Regulatory Authority, Inc. selected from time to time by the Company for that purpose. “Market
Price” shall be determined without reference to after hours or extended hours trading. If such
security is not listed and traded in a manner that the quotations referred to above are available
for the period required hereunder, the Market Price per share of Common Stock shall be deemed to be
the fair market value per share of such security as determined in good faith by the Board of
Directors in reliance on an opinion of a nationally recognized independent investment banking
corporation retained by the Company for this purpose and certified in a resolution to the
Warrantholder. For the purposes of determining the Market Price of the Common Stock on the Trading
Day preceding, on or following the occurrence of an event, (i) that Trading Day shall be deemed to
commence immediately after the regular scheduled closing time of trading on the New York Stock
Exchange or, if trading is closed at an earlier time, such earlier time and (ii) that Trading Day
shall end at the next regular scheduled closing time, or if trading is closed at an earlier time,
such earlier time (for the avoidance of doubt, and as an example, if the Market Price is to be
determined as of the last Trading Day preceding a specified event and the closing time of trading
on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, the
Market Price would be determined by reference to such 4:00 p.m. closing price).



     “Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act.



     “Record Date” has the meaning set forth in Section 12(c).



     “Reorganization Event” has the meaning set forth in Section 13(a).



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     “SEC” means the U.S. Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated thereunder.



     “Separation Date” means 9:30 a.m., New York City time, on the earlier of (i) the Business Day
immediately following the date that is 105 days after the Issue Date and (ii) the Exercise
Activation Date.



     “Series S Certificate of Designations” has the meaning set forth in Section 12(g).



     “Series S Securities” means the Common Equivalent Junior Preferred Stock, Series S of the
Company issued on the Issue Date.



     “Stockholder Approval” means a vote of the Company’s stockholders authorizing the Amendment.



     “Stockholder No-Vote” means a vote of the Company’s stockholders rejecting the Amendment.



     “Shares” means shares of Common Stock to which the Warrantholder is entitled pursuant to this
Warrant.



     “Trading Day” means (A) if the shares of Common Stock are not traded on any national or
regional securities exchange or association or over-the-counter market, a Business Day or (B) if
the shares of Common Stock are traded on any national or regional securities exchange or
association or over-the-counter market, a Business Day on which such relevant exchange or quotation
system is scheduled to be open for business and on which the shares of Common Stock (i) are not
suspended from trading on any national or regional securities exchange or association or
over-the-counter market for any period or periods aggregating one half hour or longer; and (ii)
have traded at least once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the shares of Common Stock.



     “U.S. GAAP” means United States generally accepted accounting principles.



     “Units” means the common equivalent securities issued by the Company on the Issue Date, each
consisting of (i) one depositary share representing a 1/1000th interest in a share of the Company’s
Series S Securities and (ii) a Warrant.



     “Warrantholder” has the meaning set forth in Section 2.



     “Warrant” means this Warrant, which is one of a series of warrants issued pursuant to that
certain Underwriting Agreement by and between the Company and the Representatives named therein,
dated December ___, 2009, and the issuance of which has been registered by the Company with the SEC
pursuant to the Company’s Registration Statement on Form S-3 (No. 333-158663) (the “Registration
Statement”).



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2. Number of Shares; Exercise Price.




     This certifies that, for value received, the registered holder or its permitted assigns (the
“Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth,
to acquire from the Company, in whole or in part, up to an aggregate of the number of fully paid
and nonassessable shares of Common Stock (the “Exercise Rate”) equal to the product of (A) the
number of Units held by the holder of the Warrant immediately prior to the Separation Date
multiplied by (B) the quotient of (x) [     •     ] divided by (y) the aggregate number of Units
outstanding immediately prior to the Separation Date, at a purchase price per share of Common Stock
equal to $0.01 (the “Exercise Price”).


3. Exercise of Warrant; Term; Expiration.




     (a) Subject to Sections 2, 3(b) and 3(c), to the extent permitted by applicable laws and
regulations, the right to purchase the Shares shall be exercisable in whole or in part by the
Warrantholder, at any time or from time to time during the Exercise Period by (i) delivery of a
written notice to the Company in accordance with Section 19, in the form attached hereto as
Exhibit A (the “Exercise Notice”), of the Warrantholder’s election to exercise this Warrant
and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by
the number of Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”)
in cash or wire transfer of immediately available funds. The Warrantholder shall not be required
to surrender this Warrant in order to effect an exercise hereunder, provided that this
Warrant is surrendered to the Company by the second Trading Day following the date on which the
Company has received each of the Exercise Notice and the Aggregate Exercise Price (the “Exercise
Delivery Documents”). On or before the first Trading Day following the date on which the Company
has received the Exercise Delivery Documents, the Company shall transmit by facsimile an
acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Warrantholder
and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall
deliver any objection to the Exercise Delivery Documents on or before the second Trading Day
following the date on which the Company has received all of the Exercise Delivery Documents. In
the event of any discrepancy or dispute, the records of the Company shall be controlling and
determinative in the absence of manifest error. On or before the third Trading Day following the
date on which the Company has received all of the Exercise Delivery Documents and after the Company
shall have received this Warrant (the “Share Delivery Date”), the Company shall, (X)
provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates
therefor are not required to bear a legend regarding restriction on transferability, upon the
request of the Warrantholder, credit such aggregate number of shares of Common Stock to which the
Warrantholder is entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer
Agent is not participating in the FAST Program or if the certificates are required to bear a legend
regarding restriction on transferability, issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company’s share register in the
name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents and surrender
of this Warrant, the Warrantholder shall be deemed for all corporate purposes to have become the
holder of



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record of the Shares with respect to which this Warrant has been exercised, irrespective of
the date such Shares are credited to the Warrantholder’s DTC account or the date of delivery of the
certificates evidencing such Shares, as the case may be. If the Warrantholder does not exercise
this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within
a reasonable time, and in any event not exceeding three Business Days, a new warrant in
substantially identical form for the purchase of that number of Shares equal to the difference
between the number of Shares subject to this Warrant and the number of Shares as to which this
Warrant is so exercised.



     (b) If Stockholder Approval is received prior to the Exercise Activation Date, then this
Warrant shall not at any time be, or become, exercisable and shall expire (and become null and
void) 9:30 a.m., New York City time, on the first Business Day following effectiveness of the
Amendment.



     (c) If at any time the Warrant becomes exercisable, it shall expire (and shall become null and
void) at 5:30 p.m. (New York City time) on the 30th day after the Exercise Activation
Date (the “Expiration Time”).


4. Issuance of Shares; Authorization; Listing. Certificates for Shares issued upon
exercise of this Warrant will be issued in such name or names as the Warrantholder may designate
and will be delivered to such named Person or Persons within a reasonable time, not to exceed three
Business Days after the date on which this Warrant has been duly exercised in accordance with the
terms of this Warrant. The Company hereby represents and warrants that any Shares issued upon the
exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly
authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges
(other than liens or charges created by the Warrantholder, income and franchise taxes incurred in
connection with the exercise of the Warrant or taxes in respect of any transfer occurring
contemporaneously therewith). The Company will at all times reserve and keep available, out of its
authorized but unissued Common Stock, solely for the purpose of providing for the exercise of this
Warrant, the aggregate number of shares of Common Stock then issuable upon exercise of this Warrant
at any time. No later than the Exercise Activation Date, the Company will (A) procure, at its sole
expense, the listing of the Shares issuable upon exercise of this Warrant at any time, subject to
issuance or notice of issuance, on all principal stock exchanges on which the Common Stock is then
listed or traded and (B) maintain such listings of such Shares at all times after issuance. The
Company will use reasonable best efforts to ensure that the Shares may be issued without violation
of any applicable law or regulation or of any requirement of any securities exchange on which the
Shares are listed or traded.



5. No Fractional Shares or Scrip; Cash Payments in Lieu of Fractional Shares. No
fractional Shares or scrip representing fractional Shares shall be issued upon any exercise of this
Warrant. Instead, a Warrantholder who otherwise would have received a fraction of a Share will
receive an amount in cash rounded to the nearest cent. This cash amount will be equal to such
Warrantholder’s proportionate interest in the net proceeds from the sale in the open market, from
time to time during or at the conclusion of the Exercise Period, by Computershare, Inc., acting as
the Warrant Agent on behalf of all such holders, of the aggregate fractional Shares that would
otherwise be issued upon the exercise of the Warrant.




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6. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the
Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the
date of exercise hereof. The Company will at no time close its transfer books against transfer of
this Warrant in any manner which interferes with the timely exercise of this Warrant.



7. Tax Treatment. This Warrant constitutes an item of property separate from the Series S
Securities for all tax purposes.



8. Separation/Transfer/Assignment. This Warrant is not separable from the Unit of which it
is a part prior to the Separation Date. Following the Separation Date, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the books of the Company by the registered
holder hereof in person or by duly authorized attorney, and one or more new warrants shall be
prepared and delivered by the Company, of the same tenor and date as this Warrant and providing for
the right to purchase the same aggregate number of shares of Common Stock as the Warrant is then
exercisable for, but each registered in the name of one or more transferees, upon surrender of this
Warrant, duly endorsed, to the Company in accordance with Section 3. All expenses (other than
stock transfer taxes) and other charges payable in connection with the preparation, execution and
delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.



9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the surrender
hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor and
representing the right to purchase the same aggregate number of Shares. The Company shall maintain
a registry showing the name and address of the Warrantholder as the registered holder of this
Warrant. This Warrant may be surrendered for exchange or exercise in accordance with its terms, at
the office of the Company, and the Company shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.



10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity
or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Warrant, a new warrant of like tenor and representing the
right to purchase the same aggregate number of Shares as provided for in such lost, stolen,
destroyed or mutilated Warrant.



11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a Business Day, then
such action may be taken or such right may be exercised on the next succeeding day that is a
Business Day.



12. Adjustments.




     (a) The Exercise Rate shall be subject to adjustment from time to time due to a combination
(including without limitation a reverse stock split) of Common Stock, in which event the Exercise
Rate will be adjusted based on the following formula:



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	ER1

	 	=
	 	ER0 x (OS1 / OS0)
	 
	 	 	 	 
	where,
	 	 	 	 
	 
	 	 	 	 
	ER0

	 	=
	 	the Exercise Rate in effect at the close of business on the Record Date
	 
	 	 	 	 
	ER1

	 	=
	 	the Exercise Rate in effect immediately after the Record Date
	 
	 	 	 	 
	OS0

	 	=
	 	the number of shares of Common Stock outstanding at the close of business
on the Record Date prior to giving effect to such event
	 
	 	 	 	 
	OS1

	 	=
	 	the number of shares of Common Stock that would be outstanding immediately
after, and solely as a result of, such event






     (b) When No Adjustment Required.



          (i) The Exercise Rate will not be adjusted for the issuance of Common Stock or any securities
convertible into or exchangeable for Common Stock or carrying the right to purchase any of the
foregoing or for the repurchase of Common Stock.




          (ii) No adjustment of the Exercise Rate will be made if, as a result of such adjustment, the
Exercise Rate would decrease to an amount per share of Common Stock less than $0.01.




          (iii) No adjustment of the Exercise Rate need be made as a result of: (A) the issuance of
rights to purchase Common Stock pursuant to a stockholders rights plan (“Rights”); (B) the
distribution of separate certificates representing Rights; (C) the exercise or redemption of Rights
in accordance with any rights agreement; or (D) the termination or invalidation of Rights, in each
case, pursuant to the Company’s stockholder rights plan existing on the Issue Date, as amended,
modified, or supplemented from time to time, or any newly adopted stockholder rights plans;
provided, however, that to the extent that the Company has a stockholder rights plan in effect on
the date on which this Warrant is exercised, the Warrantholder shall receive, in addition to the
shares of Common Stock, the rights under such stockholder rights plan. In the event that the
Company proposes to distribute Rights under any stockholder rights plan after the Exercise
Activation Date, the Company shall give notice to the Warrantholder, in the manner set forth in
Section 12(g).




          (iv) No adjustment to the Exercise Rate need be made:





(A) upon the issuance of any shares of Common Stock pursuant to any present
or future plan providing for the reinvestment of dividends or interest
payable on securities of the Company and the investment of additional
optional amounts in Common Stock under any plan;




(B) upon the issuance of any shares of Common Stock or options or rights to
purchase those shares pursuant to any present or future employee, director
or consultant benefit plan or program of or assumed by the Company or any of
its subsidiaries; or



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(C) upon the issuance of any shares of Common Stock pursuant to any option,
warrant, right, or exercisable, exchangeable or convertible security
outstanding as of the Issue Date.



          (v) No adjustment to the Exercise Rate need be made for a change in the par value of the
Common Stock.




          (vi) No adjustment to the Exercise Rate need be made for the issuance of shares of Common
Stock, convertible securities, warrants, or rights to acquire shares of Common Stock (whether or
not such rights are issued to employees of the Company) in the transactions described in the
Company’s Current Report on Form 8-K dated December ___, 2009, or for the issuance of the
shares of Common Stock pursuant to such convertible securities, warrants or rights.




     (c) Record Date. For purposes of this Section 12, “Record Date” means, with respect
to any dividend, distribution or other transaction or event in which the holders of the Common
Stock have the right to receive any cash, securities or other property or in which the Common Stock
(or other applicable security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of holders of the Common Stock
entitled to receive such cash, securities or other property (whether such date is fixed by the
Board of Directors or by statute, contract or otherwise).



     (d) Successive Adjustments. After an adjustment to the Exercise Rate under this
Section 12, any subsequent event requiring an adjustment under this Section 12 shall cause an
adjustment to such Exercise Rate as so adjusted.



     (e) Rounding of Calculations; Minimum Adjustments. All calculations under this
Section 12 shall be made to the nearest one-ten-thousandth (1/10,000th) of a share (or if there is
not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). Any provision of
this Section 12 to the contrary notwithstanding, no adjustment in the Exercise Rate shall be made
if the amount of such adjustment would be less than one one-hundredth (1/100th) of a share of
Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto
shall be made at the time of and together with any subsequent adjustment which, together with such
amount and any other amount or amounts so carried forward, shall aggregate 1/100th of a share of
Common Stock, or more.



     (f) Statement Regarding Adjustments. Whenever the Exercise Rate shall be adjusted as
provided in Section 12(a), the Company shall promptly file at the principal office of the Company a
statement showing in reasonable detail the facts requiring such adjustment and the Exercise Rate
that shall be in effect after such adjustment, and the Company shall also cause a copy of such
statement to be sent, in accordance with the provisions of Section 19, to each Warrantholder at the
address appearing in the Company’s records.



     (g) Notice of Adjustment Event. In the event that the Company shall propose to take
any action of the type described in Section 12(a) above or any action of the type described in
Section I(e) of the certificate of designations of the Series S Securities (the “Series S
Certificate of Designations”) (but only if the action of the type described in Section 12(a) above
or Section



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I(e) of the Series S Certificate of Designations would result in an adjustment in the Exercise
Rate or the Conversion Rate, respectively), the Company shall give notice to the Warrantholder, in
the manner set forth in this Section 12(g), which notice shall specify the Record Date, if any,
with respect to any such action and the approximate date on which such action is to take place. If
the proposed action is of the type described in Section 12(a) above, such notice shall also set
forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the
Exercise Rate and the number of shares which shall be deliverable upon exercise of this Warrant.
In the case of any action which would require the fixing of a Record Date, such notice shall be
given at least 10 days prior to the date so fixed, and in case of all other action, such notice
shall be given at least 15 days prior to the taking of such proposed action. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of any such action.



     (h) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to
the taking of any action which would require an adjustment pursuant to Section 12(a), the Company
shall take any action which may be necessary, including obtaining regulatory, New York Stock
Exchange, NASDAQ Stock Market or other applicable national securities exchange or stockholder
approvals or exemptions, in order that the Company may thereafter validly and legally issue as
fully paid and nonassessable all shares of Common Stock that the Warrantholder is entitled to
receive upon exercise of this Warrant pursuant to Section 12(a).


13. Adjustment for Reorganization Events.




     (a) Reorganization Events. In the event of:



          (i) any consolidation or merger of the Company with or into another person (other than a
merger or consolidation in which the Company is the continuing corporation and in which the shares
of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for
cash, securities other property of the Company or another corporation);




          (ii) any sale, transfer, lease or conveyance to another person of all or substantially all the
property and assets of the Company; or




          (iii) any statutory exchange of securities of the Company with another Person (other than in
connection with a merger or acquisition) or any binding share exchange which reclassifies or
changes its outstanding Common Stock;




     each of which is referred to as a “Reorganization Event,” the Warrantholder’s right to receive
Shares upon exercise of this Warrant, without the consent of the Warrantholder, shall be converted
(without any other change to the rights or limitations provided for herein) into the right to
exercise this Warrant to acquire the kind and amount of securities, cash and other property (the
“Exchange Property”) which the Common Stock issuable (at the time of such Reorganization Event)
upon exercise of this Warrant immediately prior to such Reorganization Event would have been
entitled to receive upon consummation of such Reorganization Event (without any interest thereon),
where the holder of such Common Stock issuable upon such Reorganization Event were not a Person
with which the Company consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be (any such Person, a
“Constituent Person”), or an Affiliate of a



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Constituent Person to the extent such Reorganization Event provides for different treatment of
Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or
amount of Exchange Property receivable upon such Reorganization Event is not the same for each
share of Common Stock held immediately prior to such Reorganization Event by a Person other than a
Constituent Person or an Affiliate thereof, then for the purpose of this Section 13(a), the
Exchange Property receivable upon such Reorganization Event will be deemed to be the weighted
average of the types and amounts of consideration received by the holders of Common Stock that
affirmatively make an election (or of all such holders if none make an election). If the date this
Warrant is exercised follows a Reorganization Event, the Exercise Rate then in effect will be
applied to the value on such date of such Exchange Property received per share of Common Stock, as
determined in accordance with this Section 13.



     (b) Successive Reorganization Events. The above provisions of this Section 13 shall
similarly apply to successive Reorganization Events and the provisions of Section 13 shall apply to
any shares of capital stock of the Company (or any successor) received by the holders of the Common
Stock in any such Reorganization Event.



     (c) Reorganization Event Notice. The Company (or any successor) shall, within 20 days
of the occurrence of any Reorganization Event, provide written notice to the Warrantholder of such
occurrence of such event and of the kind and amount of the cash, securities or other property that
constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation
of this Section 13.


14. No Impairment. The Company will not, by amendment of its Charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in taking of all such action
as may be necessary or appropriate in order to protect the rights of the Warrantholder.



15. Governing Law. This Warrant will be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within such
State. Each of the Company and the Warrantholder agrees (a) to submit to the exclusive
jurisdiction and venue of the United States District Court for the Southern District of New York
for any civil action, suit or proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby, and (b) that notice may be served upon the Company at the address
in Section 19 below and upon the Warrantholder at the address for the Warrantholder set forth in
the registry maintained by the Company pursuant to Section 9 hereof. To the extent permitted by
applicable law, each of the Company and the Warrantholder hereby unconditionally waives trial by
jury in any civil legal action or proceeding relating to the Warrant or the transactions
contemplated hereby or thereby.



16. Binding Effect. This Warrant shall be binding upon any successors or assigns of the
Company.




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17. Amendments. This Warrant may be amended and the observance of any term of this Warrant
may be waived only with the written consent of the Company and the Warrantholder.



18. Prohibited Actions. The Company agrees that it will not take any action which would
entitle the Warrantholder to an adjustment of the Exercise Rate if the total number of shares of
Common Stock issuable after such action upon exercise of this Warrant, together with all shares of
Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all
outstanding options, warrants, conversion and other rights, would exceed the total number of shares
of Common Stock then authorized by its Charter. For the avoidance of doubt, none of the
transactions described in the Company’s Form 8-K dated December ___, 2009 are prohibited by this
Section 18 or would result in an adjustment to the Exercise Price.



19. Notices. Any notice, request, instruction or other document to be given hereunder by
any party to the other will be in writing and will be deemed to have been duly given (a) on the
date of delivery if delivered personally, or by facsimile or e-mail, upon confirmation of receipt,
or (b) on the second Business Day following the date of dispatch if delivered by a recognized next
day courier service. All notices hereunder shall be delivered to the parties at the following
addresses, or pursuant to such other instructions as may be designated in writing by the party to
receive such notice.




     If to the Company:


Bank of America Corporation

Legal Department

NC1-002-29-01

101 South Tryon Street

Charlotte, North Carolina 28255

Attention: General Counsel

Telephone: (704) 386-4238

Facsimile:




     With copies to:


McGuire Woods, LLP

201 North Tryon Street

Charlotte, North Carolina 28202

Attention: Richard W. Viola

Telephone: (704) 343-2149

Facsimile: (704) 343-2300



20. Entire Agreement. This Warrant and the forms attached hereto (the terms of which are
incorporated by reference herein) contain the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings
with respect thereto.




[Remainder of page intentionally left blank]




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Exhibit A




[Form of Notice of Exercise]

Date:                     




TO: Bank of America Corporation




RE: Election to Purchase Common Stock




     The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees
to subscribe for and purchase the number of shares of the Common Stock set forth below covered by
such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay
the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new
warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet
subscribed for and purchased, if any, should be issued in the name set forth below.



Number of Shares of Common Stock                     




Method of Payment of Exercise Price                                                             




Aggregate Exercise Price:                     




	 	 	 	 	 	 	 
	 

	 	Holder:	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






12









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly
authorized officer.



Dated:                     




	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Attest:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Warrant]