Exhibit 99.4
INSTRUCTIONS TO
REGISTERED HOLDER
FROM BENEFICIAL OWNER
PURSUANT TO
OFFERS TO EXCHANGE
Of
BANK OF AMERICA
CORPORATION
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus,
dated ,
2007 (the “Prospectus”), of Bank of America
Corporation, (“Bank of America”), and the accompanying
Letter of Transmittal (the “Letter of Transmittal”),
which together constitute Bank of America’s offers to
exchange (the “exchange offers”) all of its
outstanding 5.42% Subordinated Notes due March 15,
2017, or the “old 2017 notes,” for its
5.42% Subordinated Notes due March 15, 2017, or its
“new 2017 notes,” and all of its outstanding 5.49%
Subordinated Notes due March 15, 2019, or its “old
2019 notes,” for its 5.49% Subordinated Notes due
March 15, 2019, or its “new 2019 notes.” The old
2017 notes and the old 2019 notes, which were not registered
under the Securities Act of 1933, as amended (the
“Securities Act”), are collectively referred to herein
as the “old notes.” The new 2017 notes and the new
2019 notes, which have been registered under the Securities Act,
are collectively referred to herein as the “new
notes.” Capitalized terms used but not defined in these
instructions have the meanings ascribed to them in the
Prospectus.
This will instruct you, the registered holder, as to action to
be taken by you relating to the exchange offers with respect to
the old notes held by you for the account of the undersigned.
The aggregate face amount of the old notes held by you for the
account of the undersigned is (fill in amount):
$
of the 5.42% Subordinated Notes due March 15, 2017;
and/or
$
of the 5.49% Subordinated Notes due March 15, 2019.
With respect to the exchange offers, the undersigned hereby
instructs you (check appropriate box):
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o
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TO TENDER the following aggregate principal amount of old notes
held by you for the account of the undersigned (insert
principal amount of old notes to be tendered, if any):
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$
of the 5.42% Subordinated Notes due March 15, 2017;
and/or
$
of the 5.49% Subordinated Notes due March 15, 2019.
o NOT TO TENDER any old
notes held by you for the account of the undersigned.
If the undersigned instructs you to tender the old notes held by
you for the account of the undersigned, it is understood that
you are authorized:
(a) to make on behalf of the undersigned (and the
undersigned, by its signature below, hereby makes to you), the
representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the
representations that:
(i) the undersigned’s principal residence is in the
state of (fill in state)
,
(ii) the undersigned has full power and authority to
tender, exchange, assign and transfer the old notes tendered,
and Bank of America will acquire good and unencumbered title to
the old notes being tendered, free and clear of all security
interests, liens, restrictions, charges, encumbrances,
conditional sale arrangements or other obligations relating to
their sale or transfer, and not subject to any adverse claim
when the old notes are accepted by Bank of America,
(iii) the new notes being acquired pursuant to the exchange
offers are being acquired in the ordinary course of business of
the undersigned or of any other person receiving new notes
pursuant to the exchange offers through the undersigned, whether
or not that person is the holder of old notes;
(iv) neither the undersigned nor any other person acquiring
the new notes pursuant to the exchange offers through the
undersigned, whether or not that person is the holder of old
notes, is participating in or has an intent to participate in a
distribution of the new notes;
(v) neither the undersigned nor any other person acquiring
the new notes pursuant to the exchange offers through the
undersigned, whether or not that person is the holder of old
notes, has an arrangement or understanding with any other person
to participate in a distribution of the new notes; and
(vi) neither the undersigned nor any other person acquiring
the new notes pursuant to the exchange offers through the
undersigned, whether or not that person is the holder of old
notes, is an “affiliate”, as defined in Rule 405
under the Securities Act, of Bank of America.
If the undersigned is a broker-dealer that acquired the old
notes directly from Bank of America in the initial offering and
not as a result of market-making activities or if any of the
foregoing representations and warranties are not true, then the
undersigned is not eligible to participate in the exchange
offers, cannot rely on the interpretations of the staff of the
Securities and Exchange Commission in connection with the
exchange offers and must comply with the registration and
prospectus delivery requirements of the Securities Act in
connection with the resale of the undersigned’s notes.
If the undersigned instructs you to tender the old notes held by
you for the account of the undersigned, it is understood that
you are authorized to make on behalf of the undersigned (and the
undersigned, by its signature below, hereby makes to you), the
representation and warranty that if any of the undersigned or
any other person acquiring the new notes pursuant to the
exchange offers through the undersigned, whether or not that
person is the holder of old notes, is a broker-dealer that will
receive new notes for its own account in exchange for old notes
that were acquired as a result of market-making activities or
other trading activities, it will deliver a prospectus in
connection with any resale of new notes. By acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.
(b) to agree, on behalf of the undersigned, as set forth in
the Letter of Transmittal; and
(c) to take any other action as necessary under the
Prospectus or the Letter of Transmittal to effect the valid
tender of the old notes.
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