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Secured Asset Finance Company B.V. (a private company with limited liability incorporated under the laws of The Netherlands, having its statutory seat in Amsterdam) EUR 20,000,000 Secured Index and Credit Linked Note due 2016 Conditionally but irrevocably guaranteed as to payment by Bank of America Corporation (a Delaware (U.S.A.) corporation). EUR 20,000,000 Secured Index and Credit Linked Note due 2016 (the "Series 2 Note") issued by Secured Asset Finance Company B.V. (the "Issuer") is constituted by and secured pursuant to a trust deed (the "Trust Deed") dated 20 September 2011 (the "Issue Date") made between (amongst others) the Issuer and BNY Mellon Corporate Trustee Services Limited, in its capacity as trustee (the "Trustee"). Bank of America Corporation (the "Guarantor") has, in a guarantee dated 20 September 2011 (the "Guarantee"), conditionally but irrevocably guaranteed the obligations of the Issuer to pay principal of and interest on the Series 2 Note. The Guarantee is governed by and construed in accordance with the laws of the State of New York. The issue price of the Series 2 Note was 100 per cent of the principal amount of the Series 2 Note (with no additional expenses or taxes charged to subscribers). This document, including any documents incorporated by reference into this document, constitutes listing particulars (the "Listing Particulars") in respect of the Series 2 Note to be approved by the Irish Stock Exchange for the purposes of the application to admit the Series 2 Note to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars and for the Series 2 Note to be admitted to the Official List of the Irish Stock Exchange and to trading on its Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. The Series 2 Note bears interest on its outstanding principal amount from, and including, the Issue Date at an index-linked rate determined in accordance with Condition 5 (Interest) of the Terms and Conditions of the Series 2 Note (the "Conditions" and each a "Condition"). Interest Amounts on the Series 2 Note will be payable annually on each Payment Date as set forth in Condition 5 (Interest). The Series 2 Note will be subject to optional redemption by the Issuer for tax or illegality reasons or following an Index Adjustment Event or an Additional Disruption Event as further described herein. The Series 2 Note will be subject to mandatory redemption prior to its Scheduled Maturity Date in case of a termination of the Swap Agreement. See Condition 6 (Redemption and Purchase). The Redemption Amount in respect of the Series 2 Note is credit linked to the credit of the Reference Entity, as set out in full herein. Following satisfaction of the Conditions to Settlement, the Redemption Amount at maturity in respect of the Series 2 Note shall be the lesser of the principal amount outstanding thereof and the Cash Redemption Amount. In addition, on any Early Redemption Date, the Redemption Amount shall be increased by any positive Close-out Amount and reduced by any negative Close-out Amount and/or any Unwind Costs. The Series 2 Note is not principal protected and on any Early Redemption Date, or on the Final Redemption Date if the Conditions to Settlement have been satisfied, an Investor in the Series 2 Note may lose some or all of their principal investment. The Series 2 Note will not be rated by any rating agency. See "Risk Factors" below for a discussion of certain factors to be considered in connection with an investment in the Series 2 Note. 1 LONDON\21750565.06 On issue, the Series 2 Note was subscribed for by Merrill Lynch International in its capacity as initial purchaser of the offering of the Series 2 Note (the "Initial Purchaser"). None of the Series 2 Note, the Guarantee or the Series 2 Collateral (as defined in the Conditions) has been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States or any other jurisdiction. The offering of the Series 2 Note has been made outside the United States to persons who are not U.S. persons (as defined in Regulation S, "U.S. persons") in offshore transactions in compliance with Regulation S ("Regulation S") under the Securities Act. None of the Issuer, the Guarantor, the Guarantee or the Series 2 Collateral will be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). Each purchaser of the Series 2 Note, in making its purchase, will be deemed to have made certain acknowledgements, representations and agreements as set out herein under "Subscription and Sale". The Series 2 Note may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Series 2 Note is subject to certain restrictions on transfer. See "Subscription and Sale". Capitalised terms used and not otherwise defined herein shall have the meanings set forth in "Terms and Conditions of the Series 2 Note" in these Listing Particulars. The date of these Listing Particulars is 1 November 2011. 2 LONDON\21750565.06 The Issuer accepts responsibility for the information contained in these Listing Particulars save for the information regarding the Guarantor and for the section headed "Description of the Trustee and Agents including the Custodian" and confirms that, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. The Guarantor accepts responsibility for the information contained in these Listing Particulars regarding the Guarantee and the Guarantor only, and confirms that, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), the information regarding the Guarantee and the Guarantor contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Trustee and the Agents including the Custodian takes responsibility for the information provided about themselves respectively contained in the section headed "Description of the Trustee and Agents including the Custodian" and confirms that, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorised to give any information or to make any representation other than those contained in these Listing Particulars and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor, the Trustee or the Initial Purchaser. The distribution of these Listing Particulars and the offering of the Series 2 Note in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars come are required by the Issuer, the Guarantor, the Trustee and the Initial Purchaser to inform themselves of any such restrictions. For a description of certain further restrictions on offers and sales of the Series 2 Note and the distribution and issue of these Listing Particulars and other documents, see "Subscription and Sale" below. The Bank of New York Mellon (Ireland) Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Series 2 Note and is not itself seeking admission to trading of the Series 2 Note to the Global Exchange Market of the Irish Stock Exchange for the purposes of the Global Exchange Market Rules. These Listing Particulars do not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor, the Trustee or the Initial Purchaser to subscribe for, or purchase, the Series 2 Note. The Series 2 Note has not been, and will not be, registered under the Securities Act. The Series 2 Note has been offered outside the United States by the Initial Purchaser in accordance with Regulation S, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. Save for as set out above, no other party has separately verified the information contained herein. Neither the Initial Purchaser nor the Trustee makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in these Listing Particulars or any further information, notice or other document which may at any time be supplied in connection with the Series 2 Note or its offering save that the Trustee takes responsibility for the information provided about itself contained in the section headed "Description of the Trustee and Agent including the Custodian". Neither these Listing Particulars nor any other documents incorporated by reference herein are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Guarantor, the Initial Purchaser or the Trustee that any recipient of these Listing Particulars or any other documents incorporated by reference herein should purchase the Series 2 Note.

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