Exhibit
4.2
BANK OF AMERICA CORPORATION
Medium-Term
Senior Note, Series L
REGISTERED GLOBAL SENIOR NOTE
This Note is a global security within the meaning of the Indenture
dated as of January 1, 1995, as supplemented from time to time
(the “Indenture”), between Bank of America Corporation
and The Bank of New York Mellon Trust Company, N.A., as successor
trustee (the “Trustee”) under the Indenture and is
registered in the name of Cede & Co., as the nominee of
The Depository Trust Company (the “Depository”). This
Note is not exchangeable for definitive or other Notes registered
in the name of a person other than the Depository or its nominee,
except in the limited circumstances described in the Indenture or
in this Note, and no transfer of this Note (other than a transfer
as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of
the Depository or by the Depository or any such nominee to a
successor depository or a nominee of such successor depository) may
be registered except in the limited circumstances described in the
Indenture.
Unless this Note is presented by an authorized representative of
The Depository Trust Company (the “Depository”) (55
Water Street, New York, New York) to the Issuer or its agent for
registration of transfer, exchange or payment, and this Note is
registered in the name of CEDE & CO., or such other name
as requested by an authorized representative of The Depository
Trust Company, and unless any payment is made to CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered
owner hereof, CEDE & CO., has an interest herein.
THIS DEBT IS GUARANTEED UNDER THE FEDERAL DEPOSIT INSURANCE
CORPORATION’S TEMPORARY LIQUIDITY GUARANTEE PROGRAM AND IS
BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES. THE
DETAILS OF THE FDIC GUARANTEE ARE PROVIDED IN THE FDIC’S
REGULATIONS, 12 CFR PART 370, AND AT THE FDIC’S WEBSITE,
WWW.FDIC.GOV/TLGP. THE EXPIRATION DATE OF THE FDIC’S
GUARANTEE IS THE EARLIER OF THE MATURITY DATE OF THE DEBT OR JUNE
30, 2012. SUCH PROGRAM IS REFERRED TO HEREIN AS THE “TLG
PROGRAM.”
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT AN
OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA, N.A. OR ANY OTHER
BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA
CORPORATION.
THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA CORPORATION.
THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL
OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS
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OF BANK OF AMERICA
CORPORATION, EXCEPT OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES
OR PREFERENCES UNDER APPLICABLE LAW.
THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND
IN THE PRICING SUPPLEMENT ATTACHED HERETO AND CANNOT BE EXCHANGED
FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL
INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF
A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED
DENOMINATION AT ALL TIMES.
THE FIFTH SUPPLEMENTAL INDENTURE TO THE INDENTURE CONTAINS
PROVISIONS APPLICABLE TO NOTES ISSUED SUBJECT TO THE FDIC
GUARANTEE, BUT ONLY FOR SO LONG AS THE FDIC GUARANTEE REMAINS IN
EFFECT OR UNTIL SUCH LATER TIME AS MAY BE REQUIRED BY THE RULES AND
REGULATIONS OF THE FDIC OR ANY SUCCESSOR ENTITY. THE PROVISIONS OF
SECTION 15.11 OF THE INDENTURE, AS SET FORTH IN SUCH SUPPLEMENTAL
INDENTURE, ARE APPLICABLE TO THIS NOTE, AND REFERENCE IS MADE TO
SUCH SECTION 15.11 FOR ADDITIONAL PROVISIONS THAT GOVERN THIS
NOTE.
THIS SECURITY IS GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION AND THE RIGHTS OF THE HOLDER OF THIS NOTE ARE SUBJECT
TO CERTAIN RIGHTS OF THE FDIC AS SET FORTH IN THIS NOTE AND THE
INDENTURE.
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No. R-
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Registered
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CUSIP No.: 06050BAD3
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ISIN: US06050BAD38
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Principal Amount: $
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BANK OF AMERICA CORPORATION
Medium-Term
Senior Note, Series L
Senior One-Month LIBOR Notes, due December 2011, and Guaranteed
under the FDIC’s
Temporary
Liquidity Guarantee Program (the “TLG Program”)
REGISTERED GLOBAL SENIOR NOTE
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ORIGINAL ISSUE DATE: December 4, 2008
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¨
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This Note is an Extendible Note at the
Holder’s Option. [See attached Rider]
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STATED MATURITY DATE: December 2, 2011
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¨
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This Note is an Extendible Note at the
Issuer’s Option. [See attached Rider]
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CURRENCY:
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¨
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This Note is an Amortizing Note. [See payment schedule in attached
Pricing Supplement]
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x
U.S. Dollars
¨
Other (specify):
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¨
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FIXED RATE NOTE
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x
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FLOATING RATE NOTE
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x
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See attached pricing supplement no. 63 dated
December 8, 2008
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¨
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INDEXED NOTE
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¨
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See attached Principal Repayment Amount Rider
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¨
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See attached Interest Payment Amounts or
Supplemental Payment Amount Rider
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¨
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FLOATING RATE/FIXED RATE NOTE
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RECORD DATES: One business day prior to the applicable Interest
Payment Date.
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BANK OF AMERICA CORPORATION, a Delaware corporation (herein called
the “Issuer,” which term includes any successor
corporation), for value received, hereby promises to pay to
CEDE & CO., as nominee for The Depository Trust Company,
or its registered assigns, the principal amount specified above and
to pay interest thereon in accordance with the provisions set forth
on the reverse hereof in Section 2(b), as such provisions may
be modified or supplemented by the applicable terms and provisions
set forth in the Pricing Supplement attached hereto (the
“Pricing Supplement”), and (to the extent that the
payment of such interest shall be legally enforceable) to pay
interest at the Default Rate per annum, which is the interest rate
specified in the Pricing Supplement, on any overdue principal and
on any overdue installment of interest. “Maturity,”
when used herein, means the date on which the principal of
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this Note or an
installment of principal becomes due and payable in full in
accordance with the terms of this Note and of the Indenture,
whether at the Stated Maturity Date or by declaration of
acceleration, call for redemption, prepayment at the holder’s
option or otherwise.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will be paid to the person in whose
name this Note (or one or more predecessor Notes evidencing all or
a portion of the same debt as this Note) is registered, unless
otherwise specified on the face hereof or in the Pricing Supplement
(i) for book-entry only Notes denominated in U.S. dollars, at
the close of business on the date that is one business day (in
Charlotte, North Carolina and New York City) prior to such Interest
Payment Date or (ii) for any Notes in definitive form, at the
close of business on the last day of the calendar month immediately
preceding such Interest Payment Date (each, referred to herein as
the “Regular Record Date”); provided ,
however , that the first payment of interest on any Note
with an Original Issue Date between a Regular Record Date and an
Interest Payment Date or on an Interest Payment Date will be made
on the Interest Payment Date following the next Regular Record Date
to the person in whose name this Note is registered at the close of
business on such next Regular Record Date; and provided ,
further , that interest payable at Maturity (the
“Maturity Date”) will be payable to the person to whom
the principal hereof shall be payable. The principal so payable,
and punctually paid or duly provided for, at Maturity will be paid
to the person in whose name this Note (or one or more predecessor
Notes evidencing all or a portion of the same debt as this Note) is
registered at the close of business on the Maturity Date. Any such
interest or principal not punctually paid or duly provided for
shall be payable as provided in this Note and in the Indenture.
Payment of principal of, and premium, if any, and interest on, this
Note due at Maturity will be made in immediately available funds
upon presentation and surrender of this Note at the office of the
Trustee maintained for that purpose, and in accordance with the
procedures of the depository or clearing system noted hereon;
provided , that this Note is presented to the Trustee in
time for the Trustee to make such payment in accordance with its
normal procedures. Payments of interest on this Note (other than at
Maturity) will be made by wire transfer to such account as has been
appropriately designated to the Trustee by the person entitled to
such payments.
The Issuer will pay any administrative costs imposed by any bank in
making payments in immediately available funds, but any tax,
assessment or governmental charge imposed upon payments hereunder,
including, without limitation, any withholding tax, will be borne
by the holder hereof.
Reference is made to the further provisions of this Note set forth
on the reverse hereof and in the Pricing Supplement attached
hereto, which shall have the same effect as though fully set forth
at this place. In the event of any conflict between the provisions
contained herein or on the reverse hereof and the applicable
provisions contained in the Pricing Supplement attached hereto, the
latter shall control. References herein to “this Note,”
“hereof,” “herein” and comparable terms
shall include the applicable provisions of the Pricing Supplement
attached hereto.
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Unless the certificate of authentication hereon has been executed
by the Trustee (or other authentication agent duly appointed in
accordance with the Indenture), by manual signature of an
authorized signatory, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
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IN
WITNESS WHEREOF, Bank of America Corporation has caused this
instrument to be duly executed on its behalf, by manual or
facsimile signature.
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Dated: December 11, 2008
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BANK OF AMERICA CORPORATION
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[CORPORATE SEAL]
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By:
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ATTEST:
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Name:
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By:
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Title:
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Title: Assistant Secretary
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6
CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
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Dated: December 11, 2008
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THE BANK OF NEW YORK
MELLON TRUST
COMPANY, N.A.,
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as Trustee
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By:
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Authorized Signatory
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7
PRICING
SUPPLEMENT
[To be
attached]
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