exv4wff





Exhibit
4(ff)




BANK OF AMERICA CORPORATION




 






THIRD SUPPLEMENTAL INDENTURE



Dated as
of February 23, 2011



Supplementing the Indenture, dated as of January 1, 1995, between

Bank of America Corporation (successor to NationsBank Corporation) and

The Bank of New York Mellon Trust Company, N.A. (successor trustee to The Bank of

New York), as Trustee, as supplemented by a

First Supplemental Indenture dated as of August 28, 1998

and

Second Supplemental Indenture dated as of January 25, 2007



 









 





     THIS
THIRD SUPPLEMENTAL INDENTURE, dated as of February 23, 2011 (the “Third Supplemental
Indenture”), is made by and between BANK OF AMERICA CORPORATION, a Delaware Corporation (the
“Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association
(the “Trustee”), under the Indenture referred to herein.



WITNESSETH:




     WHEREAS, the Company and the Trustee previously executed and delivered an Indenture, dated as
of January 1, 1995 and supplemented that Indenture by a First Supplemental Indenture dated as of
August 28, 1998 and a Second Supplemental Indenture dated as of January 25, 2007 (collectively, the
“Indenture”);



     WHEREAS, pursuant to the Indenture, the Company has issued and the Trustee has authenticated
and delivered one or more series of the Company’s subordinated debt securities (the “Securities”)
and anticipates additional issues in the future;



     WHEREAS, the Company has determined that it is advisable and in the interests of the Company
and the holders of its subordinated unsecured debt to be issued under the Indenture that the
Indenture be amended and supplemented to permit and authorize additional officers of the Company to
execute and deliver notes evidencing the debt issued under the Indenture;



     WHEREAS, Section 10.01(e) of the Indenture provides that when authorized by a Board Resolution
(as defined in Section 1.01 of the Indenture), the Company and the Trustee may amend the Indenture
without consent of the holders of the Securities in order to modify or add to any of the provisions
of the Indenture for any Securities that are not Outstanding at the time of such change;



     WHEREAS, Section 10.01(f) of the Indenture provides that when authorized by a Board
Resolution, the Company and the Trustee may amend the Indenture without consent of the holders of
the Securities in order to cure any ambiguity or to correct or supplement any provision contained
in the Indenture which may be defective or inconsistent with any other provisions contained in the
Indenture or to make such other provisions in regard to matters or questions arising under the
Indenture, provided such other provisions shall not adversely affect in any material respect the
interests of holders of the Securities, including provisions necessary or desirable to provide for
or facilitate the administration of the trusts under the Indenture;



     WHEREAS, pursuant to Section 7.07, Section 10.03 and Section 15.05 of the Indenture, the
Trustee is fully protected in relying on an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that this Third Supplemental Indenture complies with the provisions of Article
Ten of the Indenture and that all conditions precedent provided for in the Indenture relating to
the execution and delivery of this Third Supplemental Indenture have been complied with, and based
upon that reliance, the Trustee has agreed to enter into this Third Supplemental Indenture; and



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     WHEREAS, this Third Supplemental Indenture has been duly authorized by a Board Resolution and
all other all necessary corporate action on the part of the Company.



     NOW, THEREFORE, the Company and the Trustee agree as follows for the equal and ratable benefit
of the holders of the Securities:



ARTICLE I

AMENDMENTS AND ADDITIONAL TERMS




     SECTION 1.1 Definitions.



     (a) Definitions in Section 1.01 of the Indenture for the terms set forth below shall
be amended as described herein.




	 	(i)	 	The present definition of “Company Request, Company Order and
Company Consent”, as the same was amended and restated pursuant to the First
Supplemental Indenture, is hereby deleted in its entirety and replaced with
the following:






          “The terms “Company Request”, “Company Order” and “Company Consent” mean,
respectively, a written request, order or consent signed in the name of the Company
by any two Authorized Officers and delivered to the Trustee.”




	 	(ii)	 	The present definition of “Officers’ Certificate”, as the
same was amended and restated pursuant to the First Supplemental Indenture, is
hereby deleted in its entirety and replaced with the following:






          “The term “Officer’s Certificate” means a certificate signed by any Authorized
Officer and delivered to the Trustee.”




Any reference in the Indenture to “Officers’ Certificate” shall be replaced by
“Officer’s Certificate”.




	 	(iii)	 	The present definition of “Person” is hereby amended by
adding the words “limited liability company,” after “corporation” and before
“partnership”.





     (b) The following definition of “Authorized Officer” shall be added to Section 1.01 of
the Indenture after the definition of “Authorized Newspaper” and before the definition of “Bearer
Security”:



          “Authorized Officer:



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          The term “Authorized Officer” means any of the following officers of the
Company: the Chief Executive Officer, the Chairman of the Board of Directors, the
President, the Chief Financial Officer, the Treasurer, the Secretary and any other
officer or officers of the Company designated in writing by or pursuant to the
authority of the Company’s Board of Directors as an Authorized Officer.”



     SECTION 1.2 Execution of Securities. Section 2.06 of the Indenture hereby is
amended by deleting the first sentence of present Section 2.06 and inserting the following
in lieu thereof:




     “The Securities shall be signed on behalf of the Company by one of its Authorized
Officers under its corporate seal and attested by the Company’s Secretary or one of its
Assistant Secretaries.”



     SECTION 1.3 Notice of Redemption. Section 3.02 of the Indenture, as amended
pursuant to the Second Supplemental Indenture, hereby is further amended by deleting clause (b) of
the third sentence of Section 3.02 and inserting the following in lieu thereof:




     “(b) as determined by an Authorized Officer and evidenced by the preparation of an
offering document or an Officer’s Certificate specifying the period of notice of such
redemption.”



     SECTION 1.4 Compliance Certificate. Section 4.04 of the Indenture hereby is
amended by deleting the portion of the first paragraph of Section 4.04 before clause (a)
and inserting the following in lieu thereof:




     “The Company will deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company, commencing with the fiscal year ending in the year during which the
first series of Securities is issued hereunder (but in no event more than one year from the
issuance of the first series hereunder), a written statement signed by the Treasurer of the
Company or any Senior Vice President, Managing Director, Director or other appropriate
officer, each of the Company’s Corporate Treasury division, and by the principal executive
officer, principal financial officer or principal accounting officer of the Company,
stating, as to each signer thereof, that”



ARTICLE II

MISCELLANEOUS




     SECTION 2.1 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.



     SECTION 2.2 Indenture and Supplemental Indentures 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.



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     SECTION 2.3 Confirmation and Preservation of Indenture. The Indenture as supplemented by
this Third Supplemental Indenture is in all respects confirmed and preserved.



     SECTION 2.4 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 (“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 2.5 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 2.6 Terms Defined in the Indenture. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Indenture.



     SECTION 2.7 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 2.8 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 2.9 Certain Duties and Responsibilities of the Trustee.



     (a) 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.



     (b) The recitals contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Third Supplemental Indenture.



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     SECTION 2.10 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 2.11 Governing Law. This Third Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York but without giving effect to
applicable principles of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.



     SECTION 2.12 Effective Date. This Third Supplemental Indenture shall be effective on the
date first set forth above.



[Signature Page Follows]






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




	 	 	 	 	 
	 	BANK OF AMERICA CORPORATION

 	 
	 	By:  	/S/
ANGELA C. JONES	 
	 	 	Name:  	Angela C. Jones	 
	 	 	Title:  	Senior Vice President	 
	 
	 	THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.



as Trustee

 	 
	 	By:  	/S/
TINA D. GONZALEZ	 
	 	 	Name:  	Tina D. Gonzalez	 
	 	 	Title:  	Vice President	 
	 




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