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INDEX OF DEFINED TERMS - Banca di Legnano

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SUPPLEMENTARY <strong>OF</strong>FERING CIRCULAR DATED AUGUST 16, 2010<br />

Bank of America Corporation<br />

U.S. $65,000,000,000<br />

Euro Me<strong>di</strong>um-Term Note Program<br />

This Supplementary Offering Circular (the "Supplement"), which supplements the Offering Circular dated July<br />

22, 2010 (the "Offering Circular"), which comprises a base prospectus for the purposes of Article 5.4 of<br />

Directive 2003/71/EC (the "Prospectus Directive"), constitutes a supplementary prospectus for the purposes of<br />

section 87G of the Financial Services and Markets Act 2000 (the "FSMA") and is prepared in connection with<br />

the U.S.$65,000,000,000 Euro Me<strong>di</strong>um-Term Note Program (the "Program") of Bank of America Corporation<br />

(the "Issuer"). Terms defined in the Offering Circular have the same meaning when used in this Supplement.<br />

This Supplement is supplemental to, and shall be read in conjunction with, the Offering Circular. To the extent<br />

that there is any inconsistency between any statement in or incorporated by reference in this Supplement and<br />

any other statement in or incorporated by reference in the Offering Circular, the statements in or incorporated by<br />

reference in this Supplement will prevail.<br />

The Issuer accepts responsibility for the information contained in this Supplement. To the Issuer's best<br />

knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained<br />

in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such<br />

information.<br />

Save as <strong>di</strong>sclosed in this Supplement or in any document incorporated by reference in, and forming part of, this<br />

Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in<br />

the Offering Circular has arisen or been noted, as the case may be, since the publication of Offering Circular.<br />

In accordance with section 87Q of the FSMA, investors who have already agreed to purchase or subscribe for<br />

Notes before this Supplement is published have the right, exercisable within a minimum of two working days<br />

from the date of publication of this Supplement, to withdraw their acceptances.<br />

Incorporation by Reference of Form 10-Q<br />

The quarterly report on Form 10-Q for the six months ended June 30, 2010 (the "June 30, 2010 Form 10-Q") of<br />

the Issuer was filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2010 and<br />

with the Financial Services Authority. Pages 1 to 205 and page 367 (being Exhibit 12) of the June 30, 2010<br />

Form 10-Q shall be deemed to be incorporated by reference in, and to form part of, this Supplement, provided<br />

that for the purposes of the prospectus rules made under section 73A of the FSMA and this Supplement, any<br />

documents incorporated by reference, either expressly or implicitly, into the June 30, 2010 Form 10-Q do not<br />

form part of this Supplement.<br />

Amendments to the Offering Circular<br />

The following amendments shall be made to the Offering Circular by virtue of this Supplement:<br />

1. On page 132 of the Offering Circular paragraph (b) in the definition of "Valuation Date" is deemed to<br />

be deleted and replaced with the following:<br />

"(b)<br />

if the applicable Final Terms specifies that the EM Currency Provisions shall apply to a<br />

Currency Price, each Valuation Date specified in the applicable Final Terms (the "Scheduled<br />

Valuation Date" in respect of such Currency Price, if such day is an FX Business Day for such<br />

Currency Price, or if such day is not an FX Business Day only by reason of being an<br />

Unscheduled Holiday for such Currency Price), or the imme<strong>di</strong>ately prece<strong>di</strong>ng FX Business Day<br />

for such Currency Price, as determined by the Calculation Agent (the "Scheduled Valuation<br />

Date" in respect of such Currency Price, if such day is not an FX Business Day and is not an

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