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B of A's Lewis ambivalent on chairman role

NEW YORK, April 8 (Reuters) - Bank of America Corp's BAC.N Chief Executive Kenneth Lewis appeared ambivalent on Wednesday about the prospect of abandoning his role as chairman of the largest U.S. bank as requested by shareholders wanting to make the bank's board more independent.

The board, in the bank’s proxy statement, has urged shareholders to reject this, noting the bank has 16 directors out of 18 who qualify as independent.

In an interview with Fox Business Network on Wednesday, Lewis said arguments could be made for splitting his roles and for keeping both of them.

“I don’t think the breakup of the chairman and the CEO is necessarily a bad thing, but I don’t think it’s a good thing necessarily either,” Lewis said.

“Think about the four or five banks that had the massive losses and insurance companies as well -- AIG, RBS, Citigroup, UBS. They have two common characteristics in 2008: first, they lost tens of billions of dollars, perhaps the most massive losses in the history of the financial services industry, and they had separate chairmen and CEOs,” he said. “It’s not the be all and end all.”

Lewis has come under fire since the bank acquired Merrill Lynch & Co in January and took $20 billion in government funds after further losses at Merrill.

Shareholders believe a more independent board may be more critical and question the chief executive before an acquisition such as Merrill.

The shareholders will vote on the proposal at the bank’s annual meeting scheduled for April 29.

“The decision should not be dictated by abstract, philosophical considerations that assume all corporations are the same, that are hotly disputed by corporate governance experts and can cause more harm than good,” the bank said in a filing with the U.S. Securities and Exchange Commission before the meeting.

Separating the chairman and chief executive roles last year failed to ensure the survival of two of the largest U.S. lenders: Wachovia Corp, which was bought by Wells Fargo & Co WFC.N, and Washington Mutual Inc WAMUQ.PK, which failed and had its banking units bought by JPMorgan Chase & Co JPM.N.

Lewis became chief executive in April 2001, and has had two stints as chairman, with the most recent beginning in February 2005. (Reporting by Elinor Comlay and Jonathan Stempel)