BANK OF AMERICA CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2007 • Bank of America Corp /De/ • National commercial banks • New York
Bank of America Corporation, a Delaware corporation (the “Company”), has made offers (the “Exchange Offers”) to exchange up to $2,000,000,000 each of its (i) 5.42% Subordinated Notes due 2017 and (ii) 5.49% Subordinated Notes due 2019 (the “Securities”) to be issued pursuant to an indenture dated January 1, 1995, as supplemented by the First Supplemental Indenture dated as of August 28, 1998 (as so supplemented, the “Indenture”), between the Company and The Bank of New York, as trustee (the “Trustee”), for certain of its issued and outstanding (i) 7.80% Subordinated Notes due 2010, (ii) 7.40% Subordinated Notes due 2011, (iii) 6.375% Subordinated Notes due 2008, (iv) 6.25% Subordinated Notes due 2008 and (v) 7.125% Subordinated Notes due 2009, held by eligible holders. The Company agrees with you for the benefit of the holders from time to time of the Securities (each of the foregoing a “Holder” and together the “Holders”), as follows:
FORM OF REGISTERED SUBORDINATED NOTE]Registered Subordinated Note • March 16th, 2007 • Bank of America Corp /De/ • National commercial banks • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
