Bank of America Tender Offer for Preferred Stock

Bank of America Announces Exchange Offer For Certain Series of Preferred StockCHARLOTTE, N.C., May 28 /
-- - Bank of America Corporation today announced that it is commencing an offer to exchange up to 200 million shares of common stock for outstanding depositary shares of certain series of preferred stock.


The exchange offer is subject to the terms and conditions described in the Offer to Exchange dated May 28, 2009, and the related Letter of Transmittal, which will be filed with the Securities and Exchange Commission.


The exchange offer will expire at midnight, New York City time, on June 24, 2009, unless extended or earlier terminated by Bank of America. Holders of the depositary shares eligible for the exchange will be able to tender their depositary shares, or withdraw their previously tendered depositary shares, any time prior to the expiration of the exchange offer.


The exchange offer would increase Bank of America's Tier 1 common capital by an amount equal to the aggregate liquidation preference of the depositary shares exchanged. The shares issuable in the Exchange Offer are part of Bank of America's previously announced plan to exchange common stock for (non-government) perpetual preferred stock. Bank of America believes that these actions will assist in meeting its $33.9 billion indicated Supervisory Capital Assessment Program (SCAP) buffer set by the Federal Reserve.


Bank of America is offering to issue shares of common stock in the exchange offer in the applicable consideration amount per depositary share specified in the table below. The number of shares of common stock issuable for each exchanged depositary share will be equal to this consideration amount divided by the average of the daily per share volume-weighted average price of Bank of America common stock for each of the five consecutive trading days ending on and including June 22, 2009 (the second business day prior to the scheduled expiration date of the exchange offer). Bank of America will announce this common stock average price no later than 9 a.m., New York City time, on June 23, 2009. One of the conditions of the exchange offer that must be satisfied or waived is that the common stock average price be $10 or greater.

Acceptance CUSIP No. of Series of Preferred Stock NYSE Consideration
Priority Depositary Represented by Ticker for Depositary
Level Shares Depositary Shares Symbol Share


1 060505815 Floating Rate Non-Cumulative BAC PrE $16.25
Preferred Stock, Series E
2 060505583 Floating Rate Non-Cumulative BML PrL $16.25
Preferred Stock, Series 5
3 060505633 Floating Rate Non-Cumulative BML PrG $15.00
Preferred Stock, Series 1
4 060505625 Floating Rate Non-Cumulative BML PrH $15.00
Preferred Stock, Series 2
5 060505617 6.375% Non-Cumulative BML PrI $17.00
Preferred Stock, Series 3
6 060505740 6.625% Non-Cumulative BAC PrI $17.50
Preferred Stock, Series I
7 060505724 7.25% Non-Cumulative BAC PrJ $18.75
Preferred Stock, Series J
8 060505765 8.20% Non-Cumulative BAC PrH $20.50
Preferred Stock, Series H
9 060505559 8.625% Non-Cumulative BML PrQ $21.00
Preferred Stock, Series 8

If the number of shares of common stock issuable in exchange for depositary shares that are validly tendered and not properly withdrawn as of the expiration date exceeds 200 million, Bank of America will accept for exchange that number of depositary shares that does not result in a number of shares of common stock being issued in the exchange offer in excess of 200 million. In that event, acceptance of validly tendered depositary shares will be based on priority levels assigned to each series of preferred stock described below (with priority level 1 being accepted first). Acceptance of the depositary shares also may be subject to proration, as described in the Offer to Exchange.


The exchange offer is subject to a number of conditions which must be satisfied or waived by Bank of America on or prior to the expiration date, as described in the Offer to Exchange.


The terms of the exchange offer and procedures for validly tendering and withdrawing depositary shares are described in detail in the Offer to Exchange and related materials, copies of which may be obtained without charge from the information agent for the exchange offer, D.F. King & Co., Inc., by calling (800) 829-6551 (toll free) or (212) 269-5550 (collect). The Offer to Exchange also will be available free of charge on the SEC's website at www.sec.gov after it is filed as an exhibit to the tender offer schedule.


The exchange offer is being made to holders of depositary shares in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9) of the Securities Act. This press release is not an offer to purchase or an offer to exchange or a solicitation of acceptance of an offer to exchange any securities, and the exchange offer is being made only pursuant to the terms of the Offer to Exchange and the related materials.