Tender Offer

April 25, 2012

Bank of America Announces Commencement of Cash Tender Offers for Certain Subordinated Notes

CHARLOTTE - Bank of America Corporation and its wholly-owned subsidiary Merrill Lynch & Co., Inc. (the "Offerors") today announced the commencement of separate offers to purchase (the "Offers") certain of their respective subordinated notes listed in the table below (collectively, the "Notes") for aggregate cash consideration of up to US$1.0 billion or its equivalent in the currencies in which certain of the Notes are denominated (the "Maximum Tender Consideration").

The following table lists the various series of Notes that are subject to the Offers and describes certain terms of the Offers:

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1 The Total Consideration is expressed per 1,000 USD, EUR, GBP, CHF or CAD, as applicable. The Total Consideration includes the Early Tender Payment described below.

2 Originally issued by Fleet Financial Group, Inc.

3 Originally issued by NationsBank Corporation.

If the Offers are oversubscribed, the Notes in each series will be accepted in numerical order according to the Acceptance Priority Level for that series, as listed in the table above. Accordingly, all tenders of Notes with an Acceptance Priority Level of "1" will be accepted before any tenders of Notes with an Acceptance Priority Level of "2" are accepted, and so on until the Maximum Tender Consideration has been allocated. In the event that, after accepting all tenders of Notes with a particular Acceptance Priority Level, the remaining portion of the Maximum Tender Consideration is sufficient to accept some, but not all, tenders of Notes with the next Acceptance Priority Level, then tenders of Notes in that next series will be accepted on a pro rata basis according to the aggregate principal amount of tenders of that series. After allocating the Maximum Tender Consideration in this manner, no tenders of Notes with any subsequent Acceptance Priority Level will be accepted. The Offerors reserve the right, but are not obligated, to increase the Maximum Tender Consideration.

The "Total Consideration" listed in the table above includes a cash payment of 30.00 in USD, EUR, GBP, CHF or CAD, as applicable, per 1,000 principal amount in USD, EUR, GBP, CHF or CAD, as applicable. This "Early Tender Payment" will be made only for Notes that are validly tendered prior to the "Early Tender Deadline" at 5:00 p.m., New York City time, on May 8, 2012, unless extended, and that are accepted for purchase. Notes that are tendered after the "Early Tender Deadline" will only be eligible to receive the "Tender Offer Consideration" for each series, which is an amount equal to the applicable Total Consideration for that series, minus 30.00 in USD, EUR, GBP, CHF or CAD, as applicable, per 1,000 principal amount in USD, EUR, GBP, CHF or CAD, as applicable.

The Offers will expire at midnight, New York City time, on May 22, 2012, unless extended. Tendered Notes may be withdrawn until 5:00 p.m., New York City time, on May 8, 2012, unless extended.

Payment for Notes of any series that is accepted for purchase will be made in the same currency in which such series of Notes is denominated. Payment is expected to occur within three business days after the expiration date. Holders of Notes accepted for purchase will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date applicable to such Notes to, but not including, the payment date.

The complete terms and conditions of the Offers are described in the Offer to Purchase, dated April 25, 2012 (the "Offer to Purchase"), and the related Letters of Transmittal (the "Letters of Transmittal"). The Offers are not conditioned upon any minimum principal amount of Notes being tendered.

The following series of Notes are listed on the London Stock Exchange: BofA 4.625% Subordinated Notes, due February 2017 (ISIN: XS0286040331); BofA 4.75% Fixed/Floating Rate Callable Subordinated Notes, due May 2017 (ISIN: XS0301928262); BofA 4.00% Fixed/Floating Rate Callable Subordinated Notes, due March 2018 (ISIN: XS0249443879); BofA 5.25% Subordinated Notes, due November 2016 (ISIN: XS0274375673); and ML&Co. 8.125% Subordinated Fixed Rate Notes due June 2, 2028 (ISIN: XS0365909125). The BofA 3.375% Fixed/Floating Rate Callable Subordinated Notes, due June 14, 2022 (ISIN: CH0031026625) are listed on the SIX Swiss Exchange. The remaining series of Notes are not listed on any securities exchange or regulated market.

D.F. King & Co., Inc. is acting as tender agent and information agent for the Offers. Requests for documents and questions regarding procedures for submission of tenders should be directed to D.F. King & Co., Inc. at 800.549.6746 (U.S. toll-free), 212.269.5550 (international) or [email protected]. You may also obtain these documents without charge by accessing http://www.dfking.com/bofa. Other questions regarding the Offers may be directed to BofA Merrill Lynch, the dealer manager for the Offers, at 888.292.0070 (U.S. toll-free) or 980.388.3646 (international).

This announcement shall not constitute a solicitation to buy or an offer to purchase any securities. The Offers are being made only pursuant to the Offer to Purchase and the related applicable Letter of Transmittal. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. None of the Offerors, the dealer manager, the tender agent or the information agent is making any recommendation as to whether holders should tender their Notes in the Offers.

Offer Restrictions. The making of the Offers and the distribution of this announcement and/or the Offer to Purchase and related documents or materials in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Offer to Purchase or any related documents or materials come are required by each of the Offerors, the dealer manager and the tender agent to inform themselves about, and to observe, any such restrictions.

Australia. No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the "Corporations Act")) in relation to the Offers has been or will be lodged with the Australian Securities & Investments Commission ("ASIC") and the Offer to Purchase does not comply with Part 6D.2 or Chapter 7 of the Corporations Act.  In addition, (a) no offers or applications will be made or invited for the purchase or solicitation of tenders of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and (b) the Offer to Purchase or any other offering material or advertisement relating to any Notes will not be distributed or published in Australia, unless (i) such action complies with all applicable laws, directives, and regulations (including, without limitation, Part 6D.2 of the Corporations Act or the licensing requirements set out in Chapter 7 of the Corporations Act); (ii) such action does not require any document to be lodged with ASIC; and (iii) the offer and invitation is only directed at professional investors as defined in Section 9 of the Corporations Act or wholesale clients as defined in Section 761G of the Corporations Act or is otherwise made only in circumstances specified in Corporations Regulation 7.9.97.

Belgium. Neither the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (each as amended or replaced from time to time) (together, the "Belgian Public Offer Law").  Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended or replaced from time to time), acting on their own account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France. The Offers are not being made, directly or indirectly, to the public in France.  Neither the Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Offers. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Hong Kong. The Offers are not being made in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") by means of any document or in respect of any Notes other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO, or (b) in other circumstances which do not result in any document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong (the "CO") or which do not constitute an offer to the public within the meaning of the CO.  Accordingly, neither the Offer to Purchase nor any advertisement, invitation or other document relating to the Notes or the Offers has been or shall be issued, and is not and shall not be in any person's possession for purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to the Notes which are held by persons outside Hong Kong or by "professional investors" as defined in the SFO and any rules made under the SFO.  The Offer to Purchase has not been reviewed by any regulatory authority in Hong Kong.

Italy. The Offers are not being made in Italy. None of the Offers, the Offer to Purchase or any other documents or materials relating to the Offers has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) and/or the Bank of Italy pursuant to Italian laws and regulations. Accordingly, holders of Notes are notified that, to the extent holders are located or resident in Italy, the Offers are not available to them, they may not tender Notes pursuant to the Offers and, as such, any tender instructions received from or on behalf of such persons shall be ineffective and void, and neither the Offer to Purchase nor any other documents or materials relating to the Offers or the Notes may be distributed or made available in Italy, in either case except (i) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and Article 34-ter, first paragraph, letter b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation No. 11971"), or (ii) in other circumstances which are exempted pursuant to Article 35-bis of the Regulation No. 11971. Any offer or distribution of documents or materials relating to the Offer to Purchase in Italy under (i) or (ii) above must be (a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended; and (b) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or other Italian authorities.

Singapore. Neither the Offer to Purchase nor any other documents or materials relating to the Offers has been or will be registered as a prospectus with the Monetary Authority of Singapore. The Offers do not constitute a public tender offer for the purchase of Notes or a public offering of securities in Singapore pursuant to Section 273(1)(e) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, the Offers are not being made, and the Offer to Purchase and any other documents or materials relating to the Offers, are not to be circulated or distributed, whether directly or indirectly, to persons located or resident in Singapore other than to (i) an institutional investor under Section 274 of the SFA, (ii) a relevant person as defined in Section 275(1) of the SFA, or to any person as referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

United Kingdom. The communication of the Offers, the Offer to Purchase and any other documents or materials relating to the Offers is not being made by, and such documents and/or materials have not been approved by, an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), persons who are within Articles 42 and 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Forward-Looking Statements

Certain statements in this announcement represent the current expectations, plans or forecasts of Bank of America and are forward-looking. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements often use words like "expects," "anticipates," "believes," "estimates," "targets," "intends," "plans," "predict," "goal" and other similar expressions or future or conditional verbs such as "will," "may," "might," "should," "would" and "could." The forward-looking statements made in this announcement include, without limitation, statements concerning the expected timing of payment for the tendered Notes. Forward-looking statements speak only as of the date they are made, and Bank of America undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict and are often beyond Bank of America's control. Actual outcomes and results may differ materially from those expressed in, or implied by, any of these forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks discussed under Item 1A. "Risk Factors" of Bank of America's Annual Report on Form 10-K for the year ended December 31, 2011 and in any of Bank of America's other subsequent Securities and Exchange Commission filings.