INDEX OF DEFINED TERMS - Banca di Legnano

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