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 OF BANK OF AMERICA CORPORATION, EXCEPT OBLIGATIONS THAT
ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE
LAW.
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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.:
06050BAH4
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ISIN:
US06050BAH42
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Principal Amount:
$
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BANK OF AMERICA
CORPORATION
Medium-Term Senior Note, Series
L
Senior Three-Month LIBOR Notes,
due April 2012, and Guaranteed under the
FDIC’s
Temporary Liquidity Guarantee
Program (the “TLG Program”)
REGISTERED GLOBAL SENIOR
NOTE
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ORIGINAL ISSUE
DATE: January 30, 2009
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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: April 30, 2012
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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:
x
U.S.
Dollars
¨
Other
(specify):
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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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¨ FIXED
RATE NOTE
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x FLOATING
RATE NOTE
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x
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See attached
pricing supplement No. 80 dated January 28, 2009
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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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¨ 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 fifteenth
day of the calendar month in which such Interest Payment Date is
scheduled to occur (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.
5
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:
January 30, 2009
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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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B. Kenneth
Burton, Jr.
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By:
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Title:
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Senior Vice
President
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Title:
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Assistant
Secretary
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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:
January 30, 2009
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THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,
as Trustee
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By:
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Authorized
Signatory
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7
PRICING SUPPLEMENT
[Attached]
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