Bank of America Corporation Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • May 8th, 2009 • Bank of America Corp /De/ • National commercial banks • New York
Bank of America Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated or Banc of America Securities LLC, as sales agent and/or principal (each, an “Agent” and together, the “Agents”), up to 1,250,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), on the terms set forth in Section 2 of this ATM Equity OfferingSM Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to any Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2 of this Agreement.
