0001628280-15-000262 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • January 27th, 2015 • Bank of America Corp /De/ • National commercial banks • New York

Business Days: New York/Charlotte Optional Redemption: Anytime on or after January 27, 2020 and earlier upon certain events involving a capital treatment event as described and subject to limitations in the prospectus supplement dated January 20, 2015 (the “Prospectus Supplement”) Listing: Application will be made to list the Depositary Shares on the New York Stock Exchange (“NYSE”) under the symbol “PrY.” Trading of the Depositary Shares on the NYSE is expected to commence within a 30-day period after the original issuance date of the Depositary Shares. Sole Book-Runner: Merrill Lynch, Pierce, Fenner & Smith Incorporated

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