C:
Exhibit
99.2
NOTICE OF
GUARANTEED DELIVERY
Offers to Exchange
Pursuant to the Prospectus
dated ,
2007
This Notice of Guaranteed Delivery relates to Bank of America
Corporation’s (
“Bank of America”) 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 and old 2019 notes are collectively
referred to herein as the
“old notes.” The new 2017
notes and the new 2019 notes are collectively referred to herein
as the
“new notes.” This Notice of Guaranteed Delivery
must be used by a holders of the old notes who wish to tender
old notes to the Exchange Agent pursuant to the guaranteed
delivery procedures described in
“The Exchange
Offers — Guaranteed Delivery Procedures” in the
Prospectus,
dated ,
2007, (the
“Prospectus”) and in Instruction 1 to
the related Letter of Transmittal. Any holder who wishes to
tender old notes pursuant to those guaranteed delivery
procedures must ensure that the Exchange Agent receives this
Notice of Guaranteed Delivery on or before the Expiration Date
(as defined below) of the exchange offers. Capitalized terms
used but not defined in this notice have the meanings ascribed
to them in the Prospectus or the Letter of Transmittal, as
applicable.
C:
THE EXCHANGE OFFERS AND
WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON
,
2007 UNLESS EXTENDED
BY BANK OF AMERICA (AS EXTENDED, THE “EXPIRATION
DATE”).
C:
The
Exchange Agent (the “Exchange Agent”) for the exchange
offers is:
The Bank of New York Trust
Company, N.A.
C:
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By Hand, Overnight Courier or
Mail:
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By Registered or Certified
Mail:
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The Bank of New York Trust
Company, N.A
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The Bank of New York Trust
Company, N.A.
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c/o The Bank of New
York
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c/o The Bank of New
York
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101 Barclay Street —
7 East
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101 Barclay Street —
7 East
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Corporate
Trust Operations
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Corporate Trust
Operations
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New York, New York
10286
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Attn: Evangeline R. Gonzales
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Attn: Evangeline R. Gonzales
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Reorganization Unit
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Reorganization Unit
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(if by mail, registered or
certified recommended)
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By Facsimile:
(212) 298-1915
Attn: Reorganization Unit
Confirm by Telephone:
(212) 815-3738
Delivery of this instrument to an address other than as set
forth above will not constitute a valid delivery. This Notice of
Guaranteed Delivery is not to be used to guarantee signatures.
If a signature on a Letter of Transmittal is required to be
guaranteed by an “Eligible Institution” under the
instructions thereto, the signature guarantee must appear in the
applicable space provided in the signature box on the Letter of
Transmittal.
Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the
Prospectus and the related Letter of Transmittal, the
undersigned hereby tenders to Bank of America the principal
amount of old notes set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus and in
Instruction 1 of the Letter of Transmittal.
The undersigned hereby tenders the old notes listed below:
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Aggregate Principal
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Amount Represented
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Certificate Number(s)
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CUSIP Number
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by Old Notes
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Aggregate Principal
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(if known) of Old Notes
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of Old Notes
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Certificate(s)
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Amount Tendered
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PLEASE
SIGN AND COMPLETE
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Holder(s) or Authorized Signatory:
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| Name(s) of Registered
Holder(s):
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Date: _
_,
2007
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| Area Code and Telephone
No.:
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The Notice of Guaranteed Delivery must be signed by the
holder(s) exactly as their name(s) appear(s) on certificates for
old notes or on a security position listing as the owner of old
notes, or by person(s) authorized to become registered holder(s)
by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If the signature is by a trustee, executor,
administrator, guardian,
attorney-in-fact,
officer or other person acting in a fiduciary or representative
capacity, that person must provide the following information.
Please
print name(s) and address(es)
2
GUARANTEE
(Not to
be used for signature guarantee)
The undersigned, a firm which is a member of a registered
national securities exchange or of the National Association of
Securities Dealers, Inc., or is a commercial bank or trust
company having an office or correspondent in the United States,
or is otherwise an “eligible guarantor institution”
within the meaning of
Rule 17Ad-15
under the Securities and Exchange Act of 1934, as amended,
guarantees deposit with the Exchange Agent of the Letter of
Transmittal, together with the old notes tendered hereby in
proper form for transfer and any other required documents, all
by 5:00 p.m., New York City time, on the third New York
Stock Exchange trading day following the Expiration Date.
(Include Zip Code)
(Please Print)
Dated: _
_,
2007
DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM.
ACTUAL SURRENDER OF CERTIFICATES FOR OLD NOTES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF
TRANSMITTAL.
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INSTRUCTIONS FOR
NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed
Delivery. A properly completed and duly
executed copy of this Notice of Guaranteed Delivery must be
received by the Exchange Agent at its address set forth in this
Notice of Guaranteed Delivery on or before the Expiration Date
in order to participate in the exchange offers using this method
of delivery. The method of delivery of this Notice of Guaranteed
Delivery and any other required documents to the Exchange Agent
is at the election and sole risk of the holder of old notes, and
the delivery will be deemed made only when actually received by
the Exchange Agent. If delivery is by mail, we recommend
registered mail with return receipt requested, properly insured.
As an alternative to delivery by mail the holders may wish to
use an overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure timely delivery. For
a description of the guaranteed delivery procedures, see the
Prospectus and Instruction 1 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed
Delivery. If this Notice of Guaranteed
Delivery is signed by the registered holder(s) of the old notes
referred to in this Notice of Guaranteed Delivery, the
signatures must correspond with the name(s) written on the face
of the old notes without alteration, enlargement, or any change
whatsoever.
If this Notice of Guaranteed Delivery is signed by a person
other than the registered holder(s) of any old notes listed,
this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name(s) of the registered
holder(s) appear(s) on the old notes.
If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian,
attorney-in-fact,
officer of a corporation, or other person acting in a fiduciary
or representative capacity, that person should so indicate when
signing and submit with the Notice of Guaranteed Delivery
evidence satisfactory to Bank of America of the person’s
authority to so act.
3. Requests for Assistance or Additional
Copies. Questions and requests for assistance
and requests for additional copies of the Prospectus, the Letter
of Transmittal or this Notice of Guaranteed Delivery may be
directed to the Exchange Agent at the address specified in this
Notice of Guaranteed Delivery and in the Prospectus. Holders may
also contact their broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the exchange
offers.
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