INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 11:47 – eprint6 – 4247 Important Notice IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR TO ANY U.S. PERSON IMPORTANT: You must read the following before continuing. The following applies to the Offering Circular following this page, and you are therefore advised to read this carefully before reading, accessing, or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION OF THE DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR (THE “SECURITIES”) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS OR TO ANY U.S. PERSON. ANY FORWARDING, DISTRIBUTION, OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: This Offering Circular is being sent at your request and by accepting the e-mail and accessing the Offering Circular, you shall be deemed to have represented to us that you are not a U.S. person, that the e-mail address that you gave Bank of America Corporation or its Dealers and to which this e-mail has been delivered is not located in the United States, and that you consent to delivery of this Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Bank of America Corporation, any person who controls Bank of America Corporation, nor any of their respective directors, officers, employees, agents, or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from Bank of America Corporation or Merrill Lynch International.
Level: 2 – From: 2 – Wednesday, July 21, 2010 – 11:48 – eprint6 – 4247 Intro OFFERING CIRCULAR U.S. $65,000,000,000 Euro Medium-Term Note Program This Offering Circular, which replaces the Offering Circular dated July 22, 2009, describes the Euro Medium-Term Note Program (the “Program”) operated by Bank of America Corporation (the “Issuer”) and the notes issued under the Program after the date of this Offering Circular (the “Notes”). Under the Program, the Issuer periodically may issue Notes denominated in any currency (subject to compliance with all applicable legal and regulatory requirements relating to such currency) and having terms as may be agreed upon between the Issuer and the relevant Dealers (as defined below). The Issuer will disclose any additional terms and conditions of the Notes in a supplement (the “Final Terms”) to this Offering Circular. The Final Terms in respect of the Notes to be admitted to the official list of the UK Listing Authority (as defined below) (the “Official List”) and to be admitted to trading on the Regulated Market of the London Stock Exchange plc (the “London Stock Exchange”) will be delivered to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “FSMA”) (the “UK Listing Authority”) and the London Stock Exchange on or before the issue date of the Notes. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions (as defined herein) of the Notes, in which case a supplementary Offering Circular, if appropriate, will be made available, which will describe the effect of the agreement reached in relation to such Notes. The maximum principal amount of Notes that may be outstanding at any one time under the Program will not exceed U.S. $65,000,000,000, provided that the Issuer reserves the right to increase this amount. The Program provides that Notes may be listed or, as the case may be, admitted to trading on such other or further stock exchange(s) or market(s) as may be agreed between the Issuer and the relevant Dealers. The Issuer also may issue unlisted Notes that are not admitted to trading on any market. The Notes are unsecured and may be senior notes (“Senior Notes”) or subordinated notes (“Subordinated Notes”). The Senior Notes will rank equally with all other unsubordinated and unsecured indebtedness of the Issuer. The Subordinated Notes will be subordinated and junior in right of payment to all Senior Indebtedness (as defined herein) of the Issuer (including the Senior Notes). The Notes will be issued on a continuing basis to one or more of the Dealers listed below and any additional Dealer appointed under the Program from time to time (each, a “Dealer” and together, the “Dealers”). Application has been made to the UK Listing Authority for the Notes to be admitted to the Official List and to the London Stock Exchange for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market. In this Offering Circular, references to Notes being listed shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the London Stock Exchange’s Regulated Market. The London Stock Exchange’s Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (2004/39/EC). Each tranche of Notes (“Tranche of Notes”) in bearer form (“Bearer Notes”) will initially be represented by a temporary global note in bearer form (“Bearer Temporary Global Note”). The Bearer Temporary Global Note will be delivered on or prior to the issue date of the relevant Tranche of Notes to (1) a common safekeeper (the “Common Safekeeper”) (if the Bearer Temporary Global Note is intended to be issued in new global note (“NGN”) form, as stated in the applicable Final Terms) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or any other clearing system located outside the United States and its possessions, specified by the Issuer and the Dealers (each, an “Alternative Clearing System” and each of Euroclear, Clearstream, Luxembourg, and any Alternative Clearing System being a “Relevant Clearing System”) or (2) a common depositary (the “Common Depositary”) (if the Bearer Temporary Global Note is not intended to be issued in NGN form but is to be issued in the classic global note (“CGN”) form) for the Relevant Clearing System. Beneficial interests in a Bearer Temporary Global Note will be exchangeable for beneficial interests in a permanent global note in bearer form (“Bearer Permanent Global Note”) upon certification as to non-United States beneficial ownership. Under certain circumstances, beneficial interests in a Bearer Temporary Global Note or a Bearer Permanent Global Note will be exchangeable for definitive notes in bearer form (“Bearer Definitive Notes”), in each case as further described in “Terms and Conditions of the Notes”. Each Tranche of Notes to be issued in registered form (“Registered Notes”) will initially be represented by a registered global certificate (“Registered Global Certificate”) or by a registered certificate in definitive form (“Registered Definitive Certificate”), one Registered Certificate (as defined herein) being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series (as defined herein). The Registered Global Certificate will be delivered on or prior to the issue date of the relevant Tranche of Notes to (1) a Common Safekeeper (if the Registered Global Note is intended to be held under the New Safekeeping Structure (the “NSS”)) for the Relevant Clearing System or (2) a Common Depositary (if the Registered Global Note is not intended to be held under the NSS) on behalf of the Relevant Clearing System. Beneficial interests in a Registered Global Note will be exchangeable for Registered Definitive Notes only in limited circumstances, as further described in “Terms and Conditions of the Notes”. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and, except as stated under “Subscription and Sale”, may not be offered, sold, or delivered, directly or indirectly, in the United States of America, its territories, its possessions, and other areas subject to its jurisdiction (the “United States”) or to a U.S. person (as defined in Regulation S under the Securities Act). Bearer Notes will be subject to United States tax law requirements and Registered Notes will be subject to certain restrictions on transfer – see “Subscription and Sale”. The Notes are unsecured and are not and will not be savings accounts, deposits, obligations of, or otherwise guaranteed by, Bank of America, N.A. (“BANA”) or any other bank. The Notes do not evidence deposits of BANA or any other banking affiliate of the Issuer and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other insurer or governmental agency or instrumentality. The Notes are subject to investment risks, including possible loss of the principal amount invested. See “Risk Factors” on pages 16 - 39 of this Offering Circular. Arranger BofA Merrill Lynch Dealers Barclays Capital BNP PARIBAS BofA Merrill Lynch Citi Credit Suisse Deutsche Bank Goldman Sachs International ING Wholesale Banking Morgan Stanley The Royal Bank of Scotland UniCredit Bank The date of this Offering Circular is July 22, 2010
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Unscheduled Holiday for such Curren
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FORM OF FINAL TERMS FOR NOTES LINKE
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8. Maturity Date: [Specify date] 9.
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paragraphs of this paragraph) (i) I
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ensure it is a page which shows a c
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(vii) Additional Business Center(s)
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paragraph) (i) Share(s)/Basket of S
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Scheduled Trading Days] (xxii) Barr
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[Modified Following Business Day Co
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Exchanges]] [Underlying Index for e
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Sponsor(s): [The [ ] Index is a Uni
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the Notes: (iii) Final Redemption A
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(xxii) Other terms or special condi
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Linked Conditions/ Specify] Cumulat
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Payment Dates or Interest Period En
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ISSUE AND LISTING AND ADMISSION TO
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THE ISSUE/ OFFER] Notes has an inte
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ecognized as eligible collateral fo
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[Not applicable/provide other appli
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INDEX OF DEFINED TERMS - Banca di Legnano

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