DEPOSIT AGREEMENT among BANK OF AMERICA CORPORATION, as Depository, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of [ ]Deposit Agreement • May 1st, 2015 • BAC Capital Trust XIV • National commercial banks • New York
THIS DEPOSIT AGREEMENT dated as of [ ] (this “Agreement”), among (i) BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”), (ii) [ ] (the “Depository”), and (iii) the Holders from time to time of the Receipts described in this Agreement.
BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENT Depositary Shares, Each Representing a Interest in a Share of Preferred Stock, SeriesUnderwriting Agreement • May 1st, 2015 • BAC Capital Trust XIV • National commercial banks • New York
Bank of America Corporation (the “Issuer”) has filed a registration statement (including a prospectus supplement and a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the lead manager will arrange to send you the pricing supplement, the prospectus supplement, and the prospectus if you request them by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll free at 1-800-294-1322. You may also request copies by e-mail from fixedincomeir@bankofamerica.com or dg.prospectus_requests@baml.com.
AMENDED AND RESTATED SELLING AGENT AGREEMENT by and among Bank of America Corporation and the Agents named hereinSelling Agent Agreement • May 1st, 2015 • BAC Capital Trust XIV • National commercial banks • New York
[Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.]
FORM OF REGISTERED SUBORDINATED NOTE]BAC Capital Trust XIV • May 1st, 2015 • 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 OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
BANK OF AMERICA CORPORATION Medium-Term Notes, Series L Due Three Months or More from Date of Issue AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • May 1st, 2015 • BAC Capital Trust XIV • National commercial banks • New York
This Agreement is supplemental to the Amended and Restated Distribution Agreement (the “Distribution Agreement”) dated as of [ ][, as supplemented], among the Company and the Selling Agents party thereto. Pursuant to the Distribution Agreement, the Initial Purchasers shall purchase the Notes, as principals, in accordance with the terms hereof. All capitalized terms not defined herein shall have the meanings set forth in the Distribution Agreement.
