Fitch Downgrades Certain BofA Ratings on Capital Plan Concerns; Affirms 'A+' IDR

CHICAGO--(Business Wire)--
Fitch Ratings has downgraded various ratings of Bank of America Corporation
(BAC) and subsidiaries, reflecting concerns surrounding the headwinds that the
company is facing over the near- to intermediate-term, both with regard to asset
quality and capital needs. Following the Supervisory Capital Assessment Program
(SCAP stress test) conducted by U.S. bank supervisors, BAC is required to raise
an additional $33.9 billion in common equity by early November 2009, a daunting
task in any environment.

Considering the meaningful uncertainty which surrounds both near-term credit
costs and market conditions, Fitch believes there is a heightened level of
execution risk in meeting the capital requirement, which, in turn, indicates a
heightened level of performance risk for the various classes of hybrid capital
securities. Management has outlined a plan to raise the mandated amount of
common equity and has recently sold part of its stake in China Construction Bank
as part of its efforts to accomplish this. However, success in reaching the goal
requires market access, ability to arrange sales of other units at a sufficient
price, and maintenance of earnings above SCAP projections. Fitch believes that
near-term earnings may be the most difficult of these three factors.

Aside from capital considerations, BAC continues to face a challenging operating
environment over the intermediate-term. Foremost among the challenges is the
potential for higher levels of losses in several portfolio sectors under stress,
particularly home equity loans and credit cards. BAC also is faced with the
integration of several complex recent mergers and the potential for further
mark-to-market charges in distressed assets such as collateralized debt
obligations (CDOs), leveraged loans, and commercial mortgage-backed securities.

Today's ratings actions reflect these concerns. Fitch believes the risk of
dividend omission or deferral on preferred and trust preferred securities has
increased, with omission of dividends on preferred stock the higher of the two
risks. Accordingly, the preferred stock rating has been lowered to `B' from `BB'
and trust preferred ratings have been lowered to `BB-' from `BB'. Both preferred
and trust preferred ratings remain on Rating Watch Negative.

Fitch has also downgraded BAC's Individual rating to `D' from 'C/D' and has
removed it from Rating Watch Negative. The Individual Rating downgrade reflects
the expectation for continued deterioration in credit quality and sensitivity to
distressed market conditions, which hamper the prospects for BAC's
profitability. This rating is consistent with that of an entity with elevated
vulnerability to adverse external trends but with some remaining margin of
flexibility.

Fitch has affirmed BAC's long- and short-term IDRs at 'A+/F1+', which are linked
to government support, and for which the Rating Outlook is Stable. Fitch has
also affirmed ratings on senior, subordinated, and deposit instruments for all
entities, since these ratings are based on the IDRs. Fitch notes that the
government has repeated that it intends to provide support to Bank of America
and its subsidiaries. In light of this, Fitch has affirmed BAC's `1' support
rating and 'A+' Support Floor. The Support Ratings and Support Floors apply to
the senior obligations of the parent company and other nonbank operating
subsidiaries as well as of the bank entities. In Fitch's rating criteria, a
bank's standalone risk is reflected in Fitch's individual ratings and the
prospect of external support is reflected in Fitch's support ratings.
Collectively these ratings drive Fitch's long- and short-term IDRs.

Resolution of the Rating Watch on preferred/trust preferred issues will depend
on the success of the capital raising plan as well as an improvement in BAC's
earnings and asset quality outlook. Over the long-term, assuming the
intermediate-term challenges are surmounted, BAC's formidable franchise and
leading position in consumer and commercial lending and asset management offer
considerable upside potential.

Fitch has withdrawn issuer ratings of Countrywide Bank FSB. That bank has now
been merged into Bank of America N.A. and no longer exists as a separate entity.

Fitch has downgraded the following ratings and has retained them on Rating Watch
Negative:

Bank of America Corporation

--Preferred stock to `B' from `BB'.

Merrill Lynch & Co. Inc.

--Preferred stock to `B' from `BB'.

BankAmerica Corporation

--Preferred stock to `B' from `BB'.

BAC Capital Trust I - VIII

--Trust preferred securities to `BB-' from `BB'.

BAC Capital Trust X - XV

--Trust preferred securities to `BB-' from `BB'.

BAC AAH Capital Funding LLC I - XIX

--Trust preferred securities to `BB-' from `BB'.

BAC LB Capital Funding Trust I - II

--Trust preferred securities to `BB-' from `BB'.

BankAmerica Capital II, III

--Trust preferred securities to `BB-' from `BB'.

BankAmerica Institutional Capital A, B

--Trust preferred securities to `BB-' from `BB'.

BankBoston Capital Trust III-IV

--Trust preferred securities to `BB-' from `BB'.

Barnett Capital Trust III

--Trust preferred securities to `BB-' from `BB'.

Countrywide Capital I, III, IV, V

--Trust preferred securities to `BB-' from `BB'.

First Republic Preferred Capital Corp.

--Trust preferred securities to `BB-' from `BB'.

First Republic Preferred Capital Corp. II

--Trust preferred securities to `BB-' from `BB'.

Fleet Capital Trust II, V, VIII, IX

--Trust preferred securities to `BB-' from `BB'.

MBNA Capital A, B, D, E

--Trust preferred securities to `BB-' from `BB'.

Merrill Lynch Preferred Capital Trust III, IV, and V

--Trust preferred securities to `BB-' from `BB'.

Merrill Lynch Capital Trust I, II and III

--Trust preferred securities to `BB-' from `BB'.

NB Capital Trust II, III, IV

--Trust preferred securities to `BB-' from `BB'.

Fitch has downgraded the following ratings and has removed them from Rating
Watch Negative:

Bank of America Corporation

--Individual to `D' from 'C/D'.

Bank of America N.A.

--Individual to `D' from 'C/D'.

Bank of America Georgia, N.A

Bank of America Oregon, National Association

Bank of America Rhode Island, National Association

Bank of America California, National Association

--Individual to `D' from 'C/D'.

FIA Card Services N.A.

LaSalle Bank Corporation

MBNA Europe Bank Ltd.

--Individual to `D' from 'C/D'.

Merrill Lynch & Co. Inc.

Merrill Lynch International Bank

Merrill Lynch Bank USA

Merrill Lynch Bank & Trust Co., FSB

Merrill Lynch Canada Finance

--Individual to `D' from 'C/D'.

Fitch has affirmed the following ratings with a Stable Outlook:

Bank of America Corporation

--Long-term debt guaranteed by TLGP at `AAA';

--Short-term debt guaranteed by TLGP at `F1+';

--Long-term IDR (IDR) at `A+';

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A';

--Short-term IDR at 'F1+';

--Short-term debt at `F1+';

--Support at '1';

--Support Floor at `A+'.

Bank of America N.A.

--Long-term debt guaranteed by TLGP at `AAA';

--Short-term debt guaranteed by TLGP at `F1+';

--Long-term deposits at `AA-';

--Long-term IDR at `A+';

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A';

--Short-term IDR at 'F1+';

--Short-term deposits at `F1+';

--Short-term debt at `F1+';

--Support at '1';

--Support Floor at `A+'.

Banc of America Securities Limited

--Long-term IDR at `A+';

--Short-term IDR at 'F1+'.

Banc of America Securities LLC

--Long-term IDR at 'A+';

--Short-term IDR at 'F1+'.

B of A Issuance B.V.

--Long-term IDR at `A+';

--Long-term senior debt: at 'A+';

--Subordinated debt at 'A';

--Support '1'.

Bank of America Georgia, N.A.

Bank of America Oregon, National Association

Bank of America Rhode Island, National Association

Bank of America California, National Association

--Long-term IDR at `A+';

--Short-term IDR at 'F1+';

--Support at '1';

--Support Floor at `A+'.

FIA Card Services N.A.

--Long-term deposits at `AA-';

--Long-term IDR at `A+';

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A';

--Short-term IDR at 'F1+';

--Short-term deposits at `F1+';

--Short-term debt at `F1+';

--Support at '1';

--Support Floor at `A+'.

MBNA Canada Bank

--Long-term IDR at `A+';

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A';

--Short-term IDR at 'F1+'.

MBNA Europe Bank Ltd.

--Long-term IDR at `A+';

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A';

--Short-term IDR at 'F1+';

--Support '1'.

LaSalle Bank Corporation

--Long-term IDR (IDR) at `A+';

--Short-term IDR 'F1+';

--Support at '1';

--Support Floor at `A+'.

Merrill Lynch & Co., Inc.

--Long-term IDR at 'A+';

--Long-term senior at 'A+';

--Subordinated debt at 'A';

--Short-term IDR at 'F1+';

--Commercial paper at `F1+';

--Support at '1';

--Support Floor at `A+.

Merrill Lynch International Bank Ltd.

--Long-term IDR at 'A+';

--Short-term IDR at `F1+';

--Support at '1'.

Merrill Lynch S.A.

--Long-term IDR at 'A+';

--Long-term senior at 'A+';

--Support at '1'.

Merrill Lynch Bank USA

--Long-term IDR at 'A+';

--Long-term deposits at 'AA-';

--Short-term IDR at `F1+';

--Short-term deposits at 'F1+';

--Support at '1';

--Support Floor at `A+'.

Merrill Lynch Bank & Trust Co., FSB

--Long-term IDR at 'A+';

--Long-term deposits at 'AA-';

--Short-term IDR at `F1+';

--Short-term deposits at 'F1+';

--Support at '1';

--Support Floor at `A+'.

Merrill Lynch Canada Finance

--Long-term IDR at 'A+';

--Long-term senior at 'A+';

--Short-term IDR at `F1+';

--Support at '1'.

Fitch has affirmed the following ratings:

Merrill Lynch Finance (Australia) Pty LTD

--Short-term IDR at `F1+';

--Commercial Paper at `F1+'.

Merrill Lynch & Co., Canada Ltd.

--Short-term IDR at `F1+';

--Short-term debt at`F1+'.

BankAmerica Corporation

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A'.

Countrywide Bank FSB

--Long-term deposits at `A+';

--Short-term deposits at `F1+'.

Countrywide Financial Corp.

--Long-term senior debt `A+';

--Long-term subordinated debt `A'.

Countrywide Home Loans, Inc.

--Long-term senior debt `A+'.

First Republic Bank

--Subordinated debt at 'A'.

FleetBoston Financial Corp

--Long-term subordinated debt at `A'.

LaSalle Bank N.A.

LaSalle Bank Midwest N.A.

United States Trust N.A.

--Long-term Deposits at `AA-';

--Short-term deposits at `F1+'.

LaSalle Funding LLC

--Long-term senior debt at `A+'.

MBNA Corp.

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A';

--Short-term debt at 'F1+'.

NationsBank Corp

--Long-term senior debt at `A+';

--Long-term subordinated debt at `A'.

NationsBank, N.A.

--Long-term senior debt at `A+'.

NCNB, Inc.

--Long-term subordinated debt at `A'.

Fitch has withdrawn the following ratings:

Countrywide Bank FSB

--Long-term IDR `A+';

--Long-term senior `A+';

--Short-term IDR `F1+';

--Short-term debt `F1+';

--Individual 'C/D';

--Support `1';

--Support Floor `A+'.

Fitch's rating definitions and the terms of use of such ratings are available on
the agency's public site, www.fitchratings.com. Published ratings, criteria and
methodologies are available from this site, at all times. Fitch's code of
conduct, confidentiality, conflicts of interest, affiliate firewall, compliance
and other relevant policies and procedures are also available from the 'Code of
Conduct' section of this site.

Fitch Ratings
David Spring, CFA, 312-368-3194, Chicago
Sharon Haas, CFA, 212-908-0362, New York
or
Media Relations:
Brian Bertsch, 212-908-0549, New York
Email: brian.bertsch@fitchratings.com

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