INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10
on behalf of a purported class of all persons who owned shares of the Issuer’s common stock as of October
10, 2008 and is brought against certain of the Issuer’s current and former officers and directors. The Issuer
is named as a nominal defendant with respect to the derivative claims and is not named as a defendant in
the direct class action claim. The amended complaint seeks an unspecified amount of monetary damages,
equitable remedies, and other relief. On December 8, 2009, the Issuer, the officer and director defendants
and the financial advisors moved to dismiss the consolidated amended derivative and class complaint. On
February 8, 2010, the plaintiffs voluntarily dismissed their claims against each of the former ML&Co.
officers and directors without prejudice.
On October 9, 2009, plaintiffs in the ERISA actions in the In re Bank of America Securities,
Derivative and Employment Retirement Income Security Act (ERISA) Litigation filed a consolidated
amended complaint for breaches of duty under ERISA. The amended complaint is brought on behalf of a
purported class that consists of participants in the Issuer’s 401(k) Plan, the Issuer’s 401(k) Plan for Legacy
Companies, the Countrywide Financial Corporation 401(k) Plan (collectively the “401(k) Plans”), and the
Issuer’s Pension Plan. The amended complaint names as defendants the Issuer, members of the Issuer’s
Corporate Benefits Committee, members of the Compensation and Benefits Committee of the Issuer’s
Board of Directors and certain of the Issuer’s current and former directors and officers. The amended
complaint alleges violations of ERISA, based on, among other things: (i) an alleged failure to prudently
and loyally manage the 401(k) Plans and Pension Plan by continuing to offer the Issuer’s common stock as
an investment option or measure for participant contributions; (ii) an alleged failure to monitor the
fiduciaries of the 401(k) Plans and Pension Plan; (iii) an alleged failure to provide complete and accurate
information to the 401(k) Plans and Pension Plan participants with respect to the ML&Co. and
Countrywide acquisitions and related matters; and (iv) alleged co-fiduciary liability for these purported
fiduciary breaches. The amended complaint seeks an unspecified amount of monetary damages, equitable
remedies, and other relief. On December 8, 2009, the Issuer and the officer and director defendants moved
to dismiss the consolidated amended complaint.
Other Acquisition-related Litigation
General Information
Since January 21, 2009, the Issuer and certain of its current and former directors have been named
as defendants in several putative class and derivative actions, including Rothbaum v. Lewis, Southeastern
Pennsylvania Transportation Authority v. Lewis, Tremont Partners LLC v. Lewis, Kovacs v. Lewis, Stern v.
Lewis, and Houx v. Lewis, brought by shareholders in the Delaware Court of Chancery alleging breaches
of fiduciary duties in connection with the Acquisition. On April 27, 2009, the Delaware Court of Chancery
consolidated the derivative actions under the caption In re Bank of America Corporation Stockholder
Derivative Litigation. On April 30, 2009, the putative class claims in the actions, entitled Stern v. Lewis
and Houx v. Lewis, were voluntarily dismissed without prejudice by order of the Chancery Court. On May
8, 2009, plaintiffs filed an amended consolidated complaint in the Chancery Court, asserting claims
derivatively on behalf of the Issuer that the defendants breached their fiduciary duty of loyalty by, among
other things, failing to make adequate disclosures regarding ML&Co.’s 2008 fourth quarter losses and
bonuses paid to ML&Co. employees in 2008 and breached their fiduciary duty of loyalty and committed
waste by failing to invoke the material adverse change clause in the merger agreement or otherwise
renegotiate the Acquisition. The amended consolidated complaint seeks damages sustained as a result of
the alleged wrongdoing, disgorgement of bonuses paid to the defendants and to the Issuer’s management
team or to former ML&Co. executives, as well as attorneys’ fees and costs and other equitable relief. On
June 19, 2009, the Issuer and the individual defendants filed motions to dismiss. On October 12, 2009, the
Chancery Court denied defendants’ motions to dismiss.
On February 17, 2009, an additional derivative action, entitled Cunniff v. Lewis, et al., was filed in
North Carolina Superior Court. The complaint, which names certain of the Issuer’s current and former
officers and directors as defendants and names the Issuer as a nominal defendant, alleges that defendants
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