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Depo of Brian T. Moynihan

Depo of Brian T. Moynihan

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FILED: NEW YORK COUNTY CLERK 11/25/2012

NYSCEF DOC. NO. 3340

INDEX NO. 602825/2008 RECEIVED NYSCEF: 11/25/2012

EXHIBIT 96

In The Matter Of:
MBIA INSURANCE CORPORATION v. COUNTRYWIDE HOME LOANS, INC
   ___________________________________________________

BRIAN T. MOYNIHAN ‐ Vol. 1
May 2, 2012

   _________________________________________________ 

HIGHLY CONFIDENTIAL

HIGHLY CONFIDENTIAL BRIAN T. MOYNIHAN - 5/2/2012
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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -----------------------------------x MBIA INSURANCE CORPORATION, Plaintiff, -againstCOUNTRYWIDE HOME LOANS, INC. COUNTRYWIDE SECURITIES, CORP. COUNTRYWIDE FINANCIAL CORP. COUNTRY HOME LOANS SERVICING, LP and BANK OF AMERICA, CORP. Defendants. -----------------------------------x May 2, 2012 1:14 p.m. Index No. 08/602825

HIGHLY CONFIDENTIAL

Videotaped DEPOSITION of BRIAN T. MOYNIHAN, taken by Plaintiff, pursuant to Notice, at the offices of Quinn Emanuel Urquhart & Sullivan, 51 Madison Avenue, New York, New York, before William Visconti, a Shorthand Reporter and Notary Public within and for the State of New York.

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A P P E A R A N C E S: QUINN EMANUEL URQUHART & SULLIVAN LLP Attorneys for Plaintiff 51 Madison Avenue New York, New York 10018 BY: PETER E. CALAMARI, ESQ. petercalamari@quinnemanuel.com RENEE B. BEA, ESQ. reneebea@quinnemanuel.com GOODWIN PROCTER, LLP Attorneys for Defendants 620 Eighth Avenue New York, New York 10018 BY: MARK HOLLAND, ESQ. mholland@goodwinprocter.com O'MELVENY & MYERS LLP Attorneys for Bank of America 7 Times Square New York, NY 10036 BY: JONATHAN ROSENBERG, ESQ. jrosenberg@omm.com JACQUELINE V. ROEDER, ESQ. jroeder@omm.com ALSO PRESENT: HARRIS TERAN, Videographer JONATHAN C. HARRIS, Deputy General Counsel MBIA CHRISTOPHER J. GARVEY, Associate General Counsel Bank of America

THE VIDEOGRAPHER: Good afternoon. We are now on the record. My name is Harris Tehran of Merrill Legal Solutions, 225 Varick Street, New York, New York 10014. Today is May 2nd, 2012. The time is currently 1:14 p.m. We are at the offices of Quinn Emanuel, 51 Madison Avenue, New York City to take the videotape deposition of Mr. Brian Moynihan in the matter of MBIA Insurance Corporation versus Countrywide Home Loans Inc., et al. In the Supreme Court State of New York for the County of New York action number 08602825. Will counsel present please identify themselves for the record. MR. CALAMARI: Peter Calamari from Quinn Emanuel for MBIA. MS. BEA: Renee Bea from Quinn Emanuel for MBIA. MR. HARRIS: Jonathan Harris Deputy General Counsel MBIA. MR. ROSENBERG: Jonathan Rosenberg O'Melveny & Myers for Bank Of America Corporation and Mr. Moynihan.

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IT IS HEREBY STIPULATED AND AGREED by and between the attorneys for the respective parties herein that filing and sealing be and the same are hereby waived. IT IS FURTHER STIPULATED AND AGREED that all objections, except as to the form of the question, shall be reserved to the time of the trial. IT IS FURTHER STIPULATED AND AGREED that the within deposition may be signed and sworn to before any officer authorized to administer an oath with the same force and effect as if signed and sworn to before the Court.

MS. ROEDER: Jackie Roeder, O'Melveny & Myers for Bank Of America Corporation and Mr. Moynihan. MR. GARVEY: Chris Garvey, Bank Of America Legal Department. MR. HOLLAND: Mark Holland, Goodwin Procter, for the Countrywide Defendants. THE VIDEOGRAPHER: Our court reporter is Bill Visconti and you may now swear the witness. B R I A N M O Y N I H A N, having been first duly sworn by the Notary Public, was examined and testified as follows: EXAMINATION CONDUCTED BY MR. CALAMARI: Q. Mr. Moynihan, thank you for coming here. You're the president and chief executive officer of Bank Of America; is that correct? A. Yes. Q. And you have been in that role since January of 2010? A. Correct. Q. And you're also a member of the board of directors of Bank Of America? A. Correct.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. And were you elected to the board in January, 2010 as well? A. Correct. Q. You're also the president -- you also were the president of the Consumer And Small Business Banking from August, 2009 to December, 2009? A. August -- that is correct, yes. Q. And you were the president of the Global Banking And Wealth Management division from January, 2009 to August, 2009? A. Yes. Q. And you were general counsel from December of 2008 to January, 2009? A. Yes. Q. And you were the president of the Global Corporate And Investment Banking from October, 2007 to December, 2008? A. Yes. Q. And you were the president of Global Wealth And Investment Management from April, 2004 to October, 2007; is that correct? A. Yes. Q. In the course of your work at Bank

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Is that correct? A. We went through our regular disclosure process which is the production process with legal. Q. And when you say you went through the regular production process, would you be surprised if we did not receive in the course of that production process any notes on any matters whatsoever? MR. ROSENBERG: Objection to the form. A. I would be surprised because we give them to the lawyers as part of the lawsuit to produce. If I had anything, I don't recall. Q. Now, in the course of your employment as I described it, that period of time, I know you have a history with Bank Of America beyond what I asked you about, but in the period that I asked you about, were you a member of the credit risk committee? MR. ROSENBERG: What period is that are you talking about? Q. Well I will confine it to October 2007 to the current.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Of America, do you take notes in personal notebooks or journals? A. Not generally, no. I take notes on a piece of paper but not in notebooks. Q. Do you have any method for routinely preserving notes that you might take? A. I give them to my secretary to file. Q. So if you do take notes at a meeting or in connection with an important transaction, you would give the notes to your secretary? MR. ROSENBERG: Objection to form. You can answer. A. They would be in the files, yes. Q. And did you search those files for purposes of deciding what documents would be produced in connection with this deposition? A. Personally I didn't. We gave the relevant materials to the legal department. Q. So you turned over your files with any notes that you may have taken to the legal department? MR. ROSENBERG: Objection to form.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. To the current. I'm not sure I'm technically a member anymore since I have been CEO. From October, 2007 to 2010 I was a member of the management credit risk committee. Q. I'm sorry, I just didn't hear. Can tell me you were a member of the credit risk committee at least starting with October, 2007; is that correct? A. Let's be clear. The credit risk committee what are you referring to. Q. Well, I will back up. Are you a member of committees -- were you a member of committees in your various capacities at Bank Of America? MR. ROSENBERG: Can we -- sorry Mr. Moynihan. Can you read back the answer a couple of answers ago. Beginning I'm not sure technically. (Requested portion of the record read.) A. I just want -- the management committee, yes. There is a board committee also called the credit risk committee that I'm not a member of. I just want to make that distinction. Q. We will try to get it straight. I

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL don't want any confusion. There is a board committee called the credit risk committee? A. The credit committee or something like that. Yes, there is a credit committee of the board which I'm not a member of and there is a management committee which I think you're referring to that I am a member of. Q. Let's start with the credit committee of the board. Who is on that committee? A. When? It's a standing committee. The board has different members at different periods of time. Q. Let's focus on the period since you became president and chief executive officer that is January, 2010 and you were elected to board. A. Right. Q. At the time that you were elected to the board were you on the credit risk committee of the board? A. I have never been on the credit risk committee of the board. Q. What is the function of the credit risk committee of the board? A. It has a charter. It is one of the

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Risk committee, audit committee, compensation committee, governance committee and credit committee and there is the executive committee but it really doesn't ever meet. Q. Putting aside -- well, before putting aside board committees, with regard to the audit committee, which you mentioned, has the board -- has the audit committee, to your knowledge, considered any aspects of the Countrywide transaction? Again from the moment you got on to the board until the present. MR. ROSENBERG: Objection to the form. A. I joined the board in January, 2010. Q. That's correct. A. So, again, I -- you have to get the detail -- you have to get the minutes of audit committee as to what they considered. Which I don't recall any specific discussion about it. Q. And just so the record is clear, when you say you don't recall any specific discussion about it, that includes the time during which you were on the board?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL five committees that the board has. It focuses on the credit risk in the company. Q. Are there minutes of that committee? A. Yes. Q. And did that committee consider any -did that committee consider any aspects of the Countrywide transaction from the date you first signed the agreement to acquire Countrywide right up to the current date? MR. ROSENBERG: Objection, foundation. A. I don't have -- you need to get the minutes and other things. Q. We would need the minutes to tell what the credit risk committee did in connection with the Countrywide transaction; is that right? MR. ROSENBERG: Objection to form. A. If they are relevant. I don't know. I would have to have somebody else look at the minutes. Q. You said there were five committees of the board. What are the other four committees of the board?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Yes. The audit committees I don't attend a lot of them because there is other people, executives, so you have to get the minutes. Q. You do attend them from time to time; is that right? A. A little bit, some, it depends on the schedule and what the topics are. Q. Do you recall ever attending one where the topic was any aspect of the Countrywide transaction? MR. ROSENBERG: Objection to form. What do you mean by the Countrywide transaction? Q. In the broadest conceivable sense, do you recall ever attending an audit committee meeting where the word Countrywide or any aspect of the Countrywide transaction was ever discussed? MR. ROSENBERG: Objection to the form. A. I don't know how to answer that question. I mean we talk about a lot of things. I don't recall in the audit committee sense. You have to look at the minutes.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. We would have to look at the minutes in order to -A. Yes, you have to get somebody that is on the audit committee. Q. Is there a management committee of the audit committee? A. No, I don't recall -- there is not a management committee of the audit committee. Q. Or a management audit committee, is that a separate committee? A. No, there is nothing like that. Q. Focusing on the period starting with October, 2007 to the time when you joined the board, you mentioned that there were other committees, one of which was a management risk committee; is that correct? A. I said a credit risk committee. Q. Sorry, you're right. I misspoke. There was a credit risk committee and you were a member of that committee? A. I was, yes. Q. Did that committee take minutes? A. Yes, think they do, I don't recall. You have to get the documents of the committee.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL have met once a month or so. Q. Were those meetings -- were there agendas prepared for those meetings? A. Yes, there would be agendas, yes. Q. Those agendas would be circulated in advance of the meetings? A. Yes, yes, they would be circulated in advance of the meetings, yes. Q. Would the presentation or materials that the committee was to look at? MR. ROSENBERG: Objection to form. A. Yes, there would be materials to look at. Q. Do you know who keeps the records of those meetings? A. It would be -- which meetings are we talking about now? Q. Sorry, the meetings of the credit risk committee. A. It would be either the risk team or the legal team depending on the committee. But some -Q. As best you can remember the minutes at least of those committee meetings would

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL They do take minutes of meetings, as best I can recall. I'm not sure. Q. Do you recall any instances where the Countrywide transaction, again in the broadest conceivable sense, were discussed at that committee? A. I don't recall specific instances of discussion. MR. ROSENBERG: Objection to form. Q. But if there were minutes, the minutes would reflect such discussions? MR. ROSENBERG: Objection to form. A. Yes. The minutes would speak for themselves, you have to look at them. Q. Were these committees, did the management risk committee meet regularly? MR. ROSENBERG: Objection to form. A. The credit risk committee. Q. Sorry, I said that again, that is the second time I did that, I will probably do it for the whole deposition. Yes, did the credit risk committee meet regularly? MR. ROSENBERG: Objection to form. A. The credit risk committee would

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL be preserved? A. The administration of those committees are in the risk function. Q. Those minutes would be preserved? MR. ROSENBERG: Objection to form. A. You have to get the people in here that keep the minutes and stuff, it is not something -Q. Can you think of any reason that they would be destroyed? MR. ROSENBERG: Objection to form. A. You have to get the people here to take a look at it. To answer the questions. It is not my job to keep them. Q. Now, in addition to the credit risk committee, was there also an asset and liability committee? A. There is -- there is a committee that people call the asset and liability committee. It is called the ALCO. It had different titles, but yes, there is a committee like that. Q. What was the function of that committee?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. They focus on -- the management committee, it focuses on the asset and liability position of the company, interest rate risk and things like that. Q. And you were a member of that committee? A. I was, yes. Q. And do you recall any discussions about Countrywide transaction in connection with the meetings of that committee? MR. ROSENBERG: Objection to form. A. I don't recall any specific discussions about it in that committee. Q. Do you recall that subject ever being discussed at that committee? A. I don't recall. I don't recall the subject being discussed. Q. Is that the kind of subject that would have been discussed at that committee? MR. ROSENBERG: Objection to form. A. I think, sir, the minutes of the committee, the topic would speak for itself and it's a committee of the company. And so, I don't recall any specific discussion.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Not a formal role, that I recall. Q. Do you recall participating yourself in any discussions in connection with committee meetings, whether it was the credit risk committee or the asset and liability committee, do you recall participating in any discussions respecting Countrywide matters? MR. ROSENBERG: Objection to form. A. Now I'm lost with the question. What is the question again? Q. Do you recall participating yourself in any discussions in connection with committee meetings, whether it was the credit risk committee or the asset and liability committee, do you recall participating in any discussions respecting Countrywide matters? MR. ROSENBERG: Same objection. A. When? Q. Any time while you were on those committees. A. I don't recall. I mean, I don't recall those committees talking about it. We had a steering committee for the integration, we had -- in subsequent I spent a lot of time talking about the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Well, this was a multi billion dollar acquisition, was it not? MR. ROSENBERG: Objection to form. A. It was a multi billion dollar acquisition, yes. Q. Is that the kind of acquisition that would have presented issues for the committee? MR. ROSENBERG: Objection to form. A. Not necessarily. Q. What committees within Bank Of America would have focused on a transaction of this sort? MR. ROSENBERG: Objection. No foundation, time period. A. The process -- the decisions to buy or sell a company were basically were embedded in the CEO, in the corporate strategy group, those were the people that worked on the finance group and other people. They weren't approved by committees of the management. Q. Did the committees have any role in connection with those kinds of transactions? MR. ROSENBERG: Objection to form.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Countrywide acquisition with counsel as part of our litigation strategy. So, as the CEO of the company and that is what we do. Q. Is the answer that you don't recall discussing the transaction at these committee meetings? A. I don't recall discussion of the transaction at the committee meetings. Q. You mentioned just now the steering committee, can you tell me what the steering committee is? A. When a decision was made to acquire a company, the way that we operate is we begin the merger integration of the two companies, to figure out how we are going to operate the companies and things like that. There is usually is committee of management put together to oversee the team's work. So we when buy US Trust or MBNA or Countrywide or Fleet or Merrill Lynch we have a similar process that we do for years. Q. Let me go backwards one little bit, did you cease to become a member of the asset and liability committee and the credit risk committee when you became a member of the board and became

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL CEO? A. The only question -- I go to the asset and liability meetings. I'm not sure that I'm technically a member when I'm CEO, just the way the committees are constructed. Q. You still go to the meetings? A. Yes, the ALCO I go to many of them, the credit risk not as much. Q. And you still go to some of the credit risk? A. Occasionally. I just don't know if I'm technically on the committee. Q. You were describing the steering committee. You were a member of the steering committee in connection with the Countrywide transaction? A. That committee was basically all the direct reports Ken Lewis at the time. That was the committee basically. Q. What was the function of that committee? A. We have an integration process that goes on. We look at the operations of the businesses, and so you take the company, so, if

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL I was one of the eight or nine members and that was the role. Q. Were all eight or nine members had identical roles? MR. ROSENBERG: Objection to form. A. I'm not sure -- as to the role in the steering committee yes, but when a business reports to somebody, they are driving the process ultimately of getting the things done. Q. What business reported to you? A. At the time the global corporate investment bank. Q. Is it fair to say that you were driving the process of getting things done with regard to the global corporate investment business? MR. ROSENBERG: Objection to the form. A. No I would say we had people working on the process and part of the global investment bank was about this much, so the process was really driven by the consumer teams and the operations and technology terms. This was not a much a transaction for the GCIB.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL the companies are A and B you take look at what A does and what B does and how you're going to put them together. The brand and how you're going to market and how you're going to run the functions. And that work is done by teams of people and steering committee they report to periodically about that. Q. Following a steering committee meeting, would you then have a credit risk committee meeting that excluded any members Countrywide from the discussion? A. I don't think the two are linked together. The steering committee was the steering committee. Q. What was your role on the Countrywide steering committee? A. I was one of the members. There is eight or nine members. The business reported to a fellow named Bruce Hammon who is another member of the committee and also reported to Liam McGee, but I was one of the eight or nine members. Q. Did you have a particular role in connection with that? A. In terms of the steering committee

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: For the record the witness had his fingers apart by a little less than an inch. A. It was a very small part of everything that went on. MR. CALAMARI: There is a video I might point out, so if you're going to interrupt, please limit to objection. MR. ROSENBERG: I didn't think I was interrupting, counsel. Q. We will come back to that. Let me ask you this in your role as a member of the board, do you review and approve the board minutes? A. Yes. MR. ROSENBERG: Objection to the form. A. As a board member we -- as one of the agenda items is we approve the minutes. Q. Were issues to your recollection respecting the Countrywide transaction ever discussed at the board level? MR. ROSENBERG: Objection to form. A. We discussed issues about the risk

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL and mortgage with counsel and others at the board level, yes, inside the CEO. That is 2010. Q. And the board minutes would reflect those discussions? A. They would stand for themselves, yes. Q. They would reflect what was said? A. The board minutes reflected that there is a discussion, yes. Q. Are the board minutes that Bank Of America prepares substantive? MR. ROSENBERG: Objection to the form. A. I don't know how to answer that question. I think if you want to -- you would be better to ask the corporate secretary and the people that prepare the minutes, but they are minutes of board meetings, yes. Q. What I'm getting at is do they reflect the discussions at the board meetings or simply the conclusions of what the board concluded? MR. ROSENBERG: Objection to the form.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL of Bank Of America, you understand the importance ever telling the truth in public statements? MR. ROSENBERG: Objection to form. A. Yes. Q. And Bank Of America makes public filings with the SEC? A. Yes, we do. Q. And you issue press releases from time to time regarding important developments in Bank Of America's business? MR. ROSENBERG: Objection to form. A. Yes, we do. Q. And it is important for those documents and disclosures to be accurate, isn't it? A. It is important for them to be accurate. Q. And Bank Of America makes a significant effort to make sure that those kinds of statements are correct? A. Yes, we do. Q. You have them vetted before they are released? MR. ROSENBERG: Objection to the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I think you could read the minutes and you would have your view. They reflect what we do at the board meetings, yes. Q. Can you think of any reason why the board minutes weren't produced to us in this transaction? MR. ROSENBERG: Objection. A. You would have to ask counsel. Q. You didn't give any direction not to produce board minutes, did you? A. In these processes it goes through the legal team and they are in charge of that. Q. Do you consider yourself a truthful person? MR. ROSENBERG: Objection to the form. A. Yes. Q. As part of your role as a CEO of Bank Of America, one of your responsibilities is to address the public regarding the status of Bank Of America's business; isn't that correct? A. Yes. MR. ROSENBERG: Objection to form. Q. As a lawyer, former general counsel

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL form. A. We have a deep disclosure process that we go through, yes. Q. And that is because you know the public relies on those statements to assess B of A's -- I'm sorry, to assess Bank Of America's business prospects? MR. ROSENBERG: Objection to form. A. It is our view to inform the shareholders through the filings of what is going on in the company and we do that. Q. It's not just the shareholders though; is that correct, it is all constituents that need to know about Bank Of America? MR. ROSENBERG: Objection to form. A. It depends on the event for lack of a better term or the discussion who the audience is. Q. Regulators? A. Yes, sir. Q. And customers? A. Sure. Q. Creditors? A. Sure.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to form. Q. And you're personally concerned with the truth of what you say; is that correct? MR. ROSENBERG: Objection to form. A. Yes. Q. You don't speak off the top of your head, you speak carefully? MR. ROSENBERG: Objection to the form. A. I speak carefully and make sure I say what I mean. Q. Would you say you have a good memory? MR. ROSENBERG: Objection to form. A. I would -- I could remember things, yes, I have a good memory. Q. Is there any reason why your memory of the transactions regarding Countrywide might be impaired? MR. ROSENBERG: Objection to form. A. My memory is not impaired, no. Q. There no particular obstacle or reason why you wouldn't recollect events that most people would recollect?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Did it help you recall the events that -A. I'm not sure what events you're talk about, but. Q. The events that are the subject of this deposition. MR. ROSENBERG: Objection to form. A. They would have helped me recall the events in the documents because the documents -I have looked at the documents. Q. Do you recall any particularly that helped refresh your recollection? A. The ones that were there, I mean. Q. Which ones were they? A. I think that is between us working with my counsel in the case. Q. I'm afraid it is not. Because if it refreshed your recollection I'm entitled to know it. MR. ROSENBERG: Mr. Moynihan, if you can recall any documents that specifically refreshed your recollection, you can tell him that. A. One document that I recall, they

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to form. A. I'm not sure what you're talking about -- asking about. Q. Have you talked to anyone other than your lawyers in connection with this deposition? MR. ROSENBERG: Objection to the form. A. Not that I recall. Q. Did you speak with anybody to refresh your recollection? A. I talked to my lawyers. Q. Only your lawyers? A. Yes. Q. Did you review any documents to refresh your recollection? A. The lawyers gave me some documents to look at yesterday. Q. Did any of them refresh your recollection about events? A. They would have -- they had the events depicted in them, yes. I mean some of the stuff was not relevant to anything that I ever seen before. And other stuff --

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL had the steering committee documents that were presented. That reminded me who was on the committee and we met. Q. Anything else? A. Not particularly. Q. You mentioned preparing for the deposition, how long did you prepare? A. A few hours. Q. When was that? A. Yesterday. Q. What time? A. Yesterday afternoon. Q. Between when and when? A. I don't know exactly. Yesterday afternoon. Q. Well, did you start at 1 o'clock? A. I don't know exactly. I think it was 3 o'clock, if I remember, something like that. Q. What time did you finish? A. Around five. Q. Have you done anything else to prepare for this deposition other than that meeting? A. No.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Who was present at that meeting? A. Counsel. Q. Which counsel? A. The two gentleman right here. MR. HOLLAND: The record should reflect that he is pointing to Mr. Garvey and the O'Melveny lawyers. MR. ROSENBERG: Mr. Rosenberg and Mr. Garvey. Q. Have you given any testimony regarding Countrywide in any proceedings other than this one? MR. ROSENBERG: Objection to form. A. In the context -- I testified in front of congress. There was a question about mortgage business. But not that I recall particularly about Countrywide. Q. No testimony in any case involving Countrywide? In any lawsuit I should say involving Countrywide? A. Not involving Countrywide, I don't recall. Q. Have you testified before any regulatory entities involving Countrywide?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL might have been a little confusing. I was trying to find out if there are any other committees other than the committees that we have identified that would be involved in a significant transaction that was entered into by Bank Of America? MR. ROSENBERG: Objection to form. A. I gave you all the committees of the board. Q. You mentioned the committees of the board. What about management committees? A. I gave you the credit -- they are not involved in the approval of specific transactions. Q. Well, not just the approval, but the implementation of a transaction, would there be any other committees involved in that? MR. ROSENBERG: Objection to form. A. The steering committee is the one. I talked about them. Q. That would be for Countrywide transaction? A. Yes. Q. Any others?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I haven't done it. Q. Have you been interviewed by the SEC involving Countrywide? A. No. Q. In connection with your appearance here today, did you review any testimony of any other witnesses in this case? A. No. Q. Is there any other committee of Bank Of America that considers transactions with high significance besides the committees that you mentioned? MR. ROSENBERG: Objection to form. A. I'm not sure I mentioned what the other committees did. There is a policy of what the board approves in terms of acquisition, if you're talking about an acquisition, a transaction. Q. That is a good example. A. Some policies in place from time to time would dictate who approves what. It's a board approval typically. If there is an approval, it requires a board approval. Q. I'm not quite sure, my question

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Not particularly. Q. Is it fair to say that Bank Of America purchased Countrywide Financial Corp. and all of its subsidiaries through a stock for stock swap with Countrywide shareholders? MR. ROSENBERG: Objection to the form. A. You have to get the form document. I wasn't involved in the exact form of the transaction. We acquired Countrywide, the exact form you would have to get the documents. Q. It is fair to say that you acquired Countrywide? A. It is fair to say. Q. That much you know? A. Yes. Q. And then were you aware that after the transaction closed, Bank Of America entered into a series of transactions with Countrywide Financial Corp. by which assets of Countrywide Financial Corp. were transferred to other Bank Of America companies in return for certain consideration? A. I'm aware that -- generally aware

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL of that because I have had discussions with counsel about those after I became CEO and after we talked about the various litigation rights. Q. You were also a member of the steering committee at the time that these transactions took place; is that right? A. I could have been aware of the transaction. I don't know what specific transaction you're referring to. Q. Were you on the board of BANA? A. Yes, I was. Q. And in that capacity, didn't you sign various documents in connection with those transactions? A. We had authorized transactions, yes. Q. So you know about those transactions? MR. ROSENBERG: Objection to form. What transactions? MR. CALAMARI: You're correct. Let me rephrase the question. Q. Do you know about the transactions by which assets were move from Countrywide to Bank

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. We have several thousand legal entities. I could tell you what we were doing in the mortgage business. Exactly what subsidiary took place is not what you do as the CEO. That is other people's jobs to make sure. Q. Do you ever come to learn what CFC was doing? MR. ROSENBERG: Objection to form. A. I'm not sure that I recall exactly what CFC was doing versus other parts. Q. CFC no longer originated any loans; is that correct? MR. ROSENBERG: Objection to the form. A. As I said, there are people that take care of that. We originate mortgage loans at Bank Of America. Which enterprise it went through there would be people closer to it that ran the mortgage business and stuff. Q. What is your view? I realize there might be people closer to it, do you know of any loans that were being originated through CFC? MR. ROSENBERG: Objection to form. A. I don't recall one way or the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Of America? MR. ROSENBERG: Objection to the form. A. You asked -- what I would say is I know there were transactions and BANA approved them. You have to ask me about the specific transactions. Q. Believe me, I will. I want to make sure that you have general knowledge about them. A. We had knowledge as a board approved them, yes. Q. By January 1st, 2010 when you became the CEO of Bank Of America, CFC and I'm using the initials CFC, Countrywide Financial Corporation, itself was no longer engaged in any revenue producing activities; is that right? MR. ROSENBERG: Objection to form. A. I wouldn't be the best person to ask about that because I don't know. Q. Sir, you don't know, you were CEO of Bank Of America in January, 2010 but you don't know what Countrywide Financial Corporation was doing at that time? MR. ROSENBERG: Objection to form.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL other. Q. It no longer serviced any loans; isn't that correct? MR. ROSENBERG: Objection to form. A. Again, I don't recall exactly what it was doing. We serviced loans as a company and made loans as a company. The legal entities is up to the teams that work on those structures. Q. Did CFC continue to issue insurance after July 1, 2008? MR. ROSENBERG: Objection, no foundation. Asked and answered. A. Again I don't know the specific entities. It is one of several subsidiaries in the company and we could get the people that know that. Q. Did CFC trade any securities? MR. ROSENBERG: Same objection. A. Again, I'm not saying -- I don't recall. I don't have knowledge. We could get the people in here to talk to you about what CFC did versus other subsidiaries. Q. You were on the steering committee, right, that worked on these transactions?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to form. A. I was on the steering committee for the transition, yes. Q. Do you recall that Countrywide Bank was eventually moved from CFC to BANA? MR. ROSENBERG: Objection to the form. A. It could very well have been, I don't recall specifically. MR. ROSENBERG: Objection to form. Q. You don't recall any of that? A. I don't recall specifically if it was moved. When it was moved. It could have been. Q. Let me ask you, not to think about recalling what was going on -- not to think about recalling what was going on in July of 2008, but your current knowledge as you sit here today as the CEO of Bank Of America, you have no idea what CFC is doing? A. I'm telling you that the -- you're asking about specific activities of one of the 3,000 subs of Bank Of America, and my job is to lead the company and we lead it through activities

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL that; isn't that right? A. Again, the exact -- that is -- I don't know if that is a trade name that you're referring to a legal entity name you're referring to. Again I could tell what Bank Of America does because that is they do the team running the thing. They use the name Bank Of America Home Loans today. It's one -- whether it is a legal entity or not I would have to have somebody. Q. It doesn't matter to you whether it's a legal entity are not? MR. ROSENBERG: Objection to form. A. We have 280,000 people, we have people spending a lot of time making sure that all gets done right. That is my job to have the people do it. Q. As far as you're concerned as long as it is running the business, that is what you care about? MR. ROSENBERG: Objection to the form. A. I have a team that runs the mortgage business that works for a couple of levels down in the organization and they make sure

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL and lines of business. What a particular activity that goes on in a particular entity I would have -- to the extent that I don't have the knowledge of that at my fingertips. It is not the way to run the company. Q. Have you ever heard of Bank Of America Home Loans? A. Yes, I heard of that. Q. What is Bank Of America Home Loans? A. It's one of the divisions that we have in the company. Q. It's a pretty big division, isn't it? MR. ROSENBERG: Objection to form. A. It is one of the divisions that we have in the company. Q. What does Bank Of America Home Loans do? A. Again, in the mortgage business, Bank Of America we make mortgage loans to consumers and we service mortgage loans for consumers. And those mortgage loans that we originate we sell to investors. Q. And Bank Of America Home Loans does

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL they do it right. Q. And you don't care what the legal entity is? MR. ROSENBERG: Objection to the form. A. It is not my job to work the legal entities. My job is to set the strategy, drive the company, other people we have do care a lot about exactly which legal entities and how it works and that is their job. MR. CALAMARI: I'm going to put in an exhibit, the exhibit only is a spreadsheet, it only one page. We could put the entire spreadsheet up on the screen so if you want to see any other aspect of it you're welcome to. MR. ROSENBERG: Peter could we take break for a second so that we can reset the Livenote? MR. CALAMARI: That is not fixed yet, that's fine. THE VIDEOGRAPHER: We are off the record the time is 1:56 p.m. (Recess taken.) .

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL THE VIDEOGRAPHER: Back on the record the time is 2 p.m. (Exhibit 3357 for identification, E-mail. Subject is LCFC Equity Roll Forward Bates stamp number is 009591.) (Exhibit 3357A for identification, CD.) MR. CALAMARI: Let me identify for the record the written document is an e-mail. Subject is LCFC Equity Roll Forward. And it's a list of the -- I'm having trouble describing what this document is, but the Bates stamp number is 009591. And it appears to be a record of a meeting that was held on Thursday, January 13th, 2011 and the importance from my perspective at least is it attaches an exhibit, which is a spreadsheet, page one of that spreadsheet is -- doesn't have a Bates stamp number on it, but the Bates stamp of the placeholder is 09593. And that has been marked as Exhibit 3357. Q. Mr. Moynihan, first let me ask you, do you recognize this document? A. I don't recall ever seeing it.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. That is what the spreadsheet says, yes. Q. If you go to the first column under provision you see salaries and wages? A. Yes. Q. And it shows third quarter 2008 a number of 156 and that drifts down to one and stays constant at one? A. The columns say 156, 5, 1, 1, 1, 1,1,1 Q. If you get down to the bottom it shows income before taxes. The columns show losses 909,753 to the end of first quarter again of '10 line 50? MR. ROSENBERG: Objection to form. A. The line says income before taxes and it has a series of numbers, I could read them again. Q. You don't have to read the numbers, they all show losses; is that correct? A. The spreadsheet --. Q. They show negative numbers? A. The spreadsheet has negative numbers on it, yes.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Can you turn to the spreadsheet. Do you recognize that spreadsheet as an income statement of Countrywide which is CFC that Bank Of America prepared? A. I can only -- I have never seen the document. I could read you what the document says. Do you want me to do that for you? Q. Yes. A. It says Bank Of America Countrywide Consolidated Income Statement Quarterly Trend. Q. You notice that the first line shows mortgage banking income? A. The first line -- the first line? Q. Under interest income. A. Under net interest income it says mortgage banking income, yes. Q. It shows it starts from the third quarter of '08 and goes all the way to first quarter of 2010? A. The column are labeled third quarter '08, fourth quarter '08, first quarter '09, second quarter '09, third quarter '09, fourth quarter '09, first quarter '10. Q. It shows losses?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Does that refresh your recollection about whether Countrywide was doing any business after the transactions that took place in the summer and fall of 2008? MR. ROSENBERG: Objection. A. Again, it doesn't refresh my recollection. Q. Let me show you another document. (Exhibit 3358 for identification, Capstone report.) Q. I show you a document that has been marked as 3358. It's a report with a logo Capstone on it about Countrywide Financial Corp. prepared by a company called Capstone Valuation Services LLC. Do you see that document? A. I see the document yes. Q. Did you ever see that document before? A. I don't recall seeing it before. MR. ROSENBERG: Peter, excuse me, I'm going to -- I note that this document doesn't have a Bates number. And I'm going to object to the use of any documents that don't have a Bates number and therefore haven't been

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL produced in this litigation. I will note that this document was -that there attempt to use this document in another deposition so I will allow questioning on this version, but I'm going to, just so know I'm going to object. MR. CALAMARI: You can object all you want. MR. ROSENBERG: -- to the use of any document in a deposition and not allow of any questioning of any document in a deposition that don't have Bates number on it. MR. CALAMARI: Do you have a basis for the objection? MR. ROSENBERG: Yes, because -MR. CALAMARI: Do you have a case that you can cite. MR. ROSENBERG: The discovery process that the judge put in place was document discovery and then depositions. You have a universe of millions of documents to use in this case and there is no reason to plop documents off the Internet and use them instead. If you want to do that, then all

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL instructing the witness not it answer, on this one you said no. Let me is my questions. Q. Are you aware that Bank of New York Mellon filed an expert report authored by Capstone opining on the maximum economic value that could be recovered from CFC as of March, 2011? MR. ROSENBERG: Objection to form. A. I'm aware that they filed a report. I didn't know -- just in the reports about the case. Q. You were involved in the settlement that this report was filed in connection with, weren't you? MR. ROSENBERG: Objection to form. A. Yes. Q. You actually approved the settlement, didn't you? A. I approved the settlement with the rest of management. Q. You participated in negotiations regarding that settlement, didn't you? MR. ROSENBERG: Objection to the form.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL you have to do is slap a Bates number on them and produce them before the deposition. But if you're not going to do that -MR. CALAMARI: Why should I produce documents that I want use at a deposition before a deposition. The only question is did you ask for this document from us? Is this a document that we should have produced to you? MR. ROSENBERG: Peter, I'm not going to argue with you. MR. CALAMARI: I don't want to argue. I going to ask my question. If you tell the witness not to answer I will take it to the judge. MR. ROSENBERG: I'm giving you notice that I am going to do that for future documents that don't have a Bates number. I will allow questioning on this. MR. CALAMARI: You can do whatever you want. I only want to know one thing. MR. ROSENBERG: I'm not asking for permission, Peter. MR. CALAMARI: I want know if you're

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. You know, I think this -- in terms of my participation in this, it was with my counsel and my -- in preparation for it, I didn't negotiate directly in the transaction. Q. But you knew about the report? A. I knew there was an expert report, I didn't know -- I was aware there was an expert report. I had never seen it. Q. You were aware that the purpose of the report was to support the $8.5 billion settlement that you made with certain -- with Bank of New York on behalf of certain investors? MR. ROSENBERG: Objection to the form. A. I'm aware they that they filed evidence to support the settlement. Any particular part, I don't know about this report. I know they filed things in support of the settlement. Q. Did you have any reason to believe this report is inaccurate? MR. ROSENBERG: Objection to form. No foundation. A. It is not a report -- I don't have

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL any reason to believe about anything that it says. I didn't prepare it. Q. So it could be inaccurate? MR. ROSENBERG: Objection to form. A. I didn't say that, sir. Q. Well, do you have any reason to believe that it is inaccurate? MR. ROSENBERG: Objection, asked and answered. A. I think I answered your question. Q. You think you answered my question? A. I answered your question. Q. If you look at the last sentence on page three of the report it says, "Based on analysis performed by Capstone as described below, it is our opinion that the value of the assets of CFC would enable a maximum recovery of no more than 4.8 billion as of the valuation date excluding any liquidation costs required to convert all loans, leases and other assets to cash." Do you see that? A. You just read the statement, yes Q. Do you see it on the page? A. I see it on the page.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL a comparable investment to any of the publicly traded financial services firms that would be used to develop market multiples." It goes on to say Capstone is not aware of any plans for CFC to restart these operations in any capacity or to participate in any activities beyond the contractual obligations related to discontinued operations." And then it goes on to say, "Similarly applying the income approach to CFC is not possible due to a lack of cash flow projections because CFC has no operations that by themselves are economically viable on a go forward basis the value of CFC's assets is best reflected in the fair market value in the financial and the real assets it owns." Do you see that? A. You just read the document, yes. Q. Yes. Now, do you believe that what is said there is correct? MR. ROSENBERG: Objection to form. A. I didn't prepare the document. Q. I didn't ask you if you prepared it. I asked you if you believe what is stated there is correct?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. That is referring to Countrywide Financial Corp., is it not? MR. ROSENBERG: Objection to the form. A. It is referring to CFC. Q. Yes, which is Countrywide Financial Corp.? A. That is what they define it as in the report, yes. Q. Do you have any reason to believe that that conclusion is wrong? MR. ROSENBERG: Objection to the form. A. I didn't prepare this analysis. You have to ask the people that prepared it. Q. Let me turn you attention to page seven of this report. You see the heading Selection Of Valuation Approach? A. Yes, I see the words on the page, yes, sir. Q. You see starting with second sentence in that paragraph it says, "As of the valuation date, CFC does not originate, securitize or service real estate loans, and therefore is not

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I told you I didn't prepare the document. Q. You have no opinion one way or the other? A. I have no opinion. Q. Are you aware of any facts that would suggest that that is not correct? MR. ROSENBERG: Objection to form. A. I don't have any opinion. I didn't prepare the document. I don't know -- it wasn't prepared for -- I didn't prepare it. Q. This document was prepared with Bank Of America's approval, was it not? MR. ROSENBERG: Objection, no foundation. A. I have no idea. Q. Turn to Exhibit A of the document which it follows page 12. A. Yes. Q. Do you see that. You see a list of documents considered by Capstone, and you see a list of, among other things, "Countrywide Financial Corporation selected consolidated financial information unaudited". And then it

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL gives a series of dates. There are about four of them? A. That is what the page says, yes, sir. Q. You see that? A. Yes. Q. Is there any way that Capstone could have acquired these documents without them coming from Bank Of America? MR. ROSENBERG: Objection to form. A. You have to talk to the counsel and stuff that worked on this case. I didn't have anything to do with it. I don't know how it worked. Q. If you look at page three again of the document, you see the sentence that, the second paragraph second sentence, "We prepared our analysis with access to the information contained in Exhibit A as well as information gathered from discussions with certain senior members of CFC management without independent verification." Do you see that? A. That is what the page says, yes, sir.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL authored it. Q. I'm asking you you can say no or yes. A. I have no opinion. Q. It is equally possible that this could be wrong as it is right, is your true? MR. ROSENBERG: Objection. A. I have no opinion. Q. As you sit here today you have no knowledge of what CFC as an entity is doing? MR. ROSENBERG: Objection. A. As I said before, we have people taking care what legal entities do and that is their job. My job is to run this company and that is not one of day-to-day tasks. Q. But you conduct earnings reviews, do you not? MR. ROSENBERG: Objection to form. A. I don't know what you're talking about. I don't know what you mean by that statement. Q. You get together with the press and discuss developments on earnings from time to time at Bank Of America?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. How were they given access to senior members of CFC management? MR. ROSENBERG: Objection, foundation. A. Again you have to ask the people that worked on the case and they could tell you. I don't know. It wasn't my -Q. Could they get access to those members of management without B of A's permission? A. You have to ask the people that worked on them. They could tell you what happened. I didn't work on -- I didn't have anything to do with this. Q. So you have no basis to agree or disagree with anything in this report? MR. ROSENBERG: Objection to the form. A. I think I answered that before. I don't have any reason -- I didn't prepare the report. I don't have any basis to have an opinion. Q. You don't know whether it is right or whether it is wrong? A. You have to ask the people that

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. We do an earnings announcement, yes, once a quarter. Q. During those earnings announcements you have talked in great deal about reserves for representation and warranty liabilities; is that correct? A. We have -- we presented materials to the analysts about reserves that we have, yes. Q. And you spend a good deal of time on it; isn't that correct? MR. ROSENBERG: Objection to the form. A. My financial team spends a good deal of time on it, yes. Q. You actually make the presentations, don't you? A. No typically it is mostly the chief financial officer makes the presentation. I provide some color commentary for lack of a better term. Q. And you're there and you hear what he says? A. Yes. Q. And you listen to what he says?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Yes. Q. You don't ignore it? A. I don't ignore it, no. Q. If he says something that is wrong, you would point it out? MR. ROSENBERG: Objection to the form. A. Again, if -- I don't know -- that is a theoretical question if he said something that is wrong and it had be corrected, it would be corrected. Q. Were you aware as a result of your role on the steering committee that the goal of the Countrywide acquisition was to combine the businesses of Bank Of America and the businesses of Countrywide? MR. ROSENBERG: Objection to form. A. I mean, I'm not sure what the context of the question. The goal of the steering committee was to the team was working on how to put the two operations of the companies together to go out and conduct our business. It was what they presented. That is what we do in the transition process. That is how we run the

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. You would combine the IT platforms? MR. ROSENBERG: Objection to form. A. Among other things, yes. Q. The workforce would not be one of those things? A. It potentially could be. Again you have to -Q. You don't remember whether it was or wasn't in this particular case? MR. ROSENBERG: Objection to the form. A. We ultimately put the operations of the two companies together. The operations. How we went to market and how we served clients. MR. CALAMARI: Mark this as Exhibit 3359. (Exhibit 3359 for identification, Document Bates stamped BAC 71724.) Q. This is a fairly thick document, I'm actually only going to ask questions about one or two pieces of it. But it starts with an e-mail from George it looks like Salch dated Monday, July 21st, 2008 and that in turn encloses several documents. Let me get to the one including a

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL transition process. Q. And you wanted to combine the workforces? MR. ROSENBERG: Objection to the form. A. It is not that anybody wanted to do anything. We let the teams do the work and the results came out of that work. Q. That was the goal to combine the workforces? MR. ROSENBERG: Objection, asked and answered. A. There is -- the work of the steering committee is to have the teams do the work and then they present to you what they think the best outcome to operate the company going forward. Q. Do you recall any effort to combine the IT platforms? MR. ROSENBERG: Objection to the form. A. It would have been one of things that we looked at to figure out how to combine the operations of company.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL document that is a few tabs in entitled Bank Of America Countrywide Transition Execution Kickoff. And that Bates stamp is 71724. BAC I should say 71724. Do you see that document? A. Yes. Q. Do you recognize this document? A. I don't recall seeing this document. Q. This was a document supplied to members of the steering committee; is that right? A. I'm not sure that it was. This may be for the teams working on it as opposed to the steering committee just judging by the name of it. Q. Let me ask you to look at page, actually the e-mail -- let me ask you to look at page Bates stamp 71718, so it is a few pages earlier than what you're looking at, well it may be what you're looking at now? A. You said to look at the e-mail. Q. Yes, 71718. The third page. A. Okay. Q. You will see a statement then Communication To Change Execution Kickoff. You will see that there is a sentence under the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL heading "communication to change execution kickoff" second sentence it starts "The change execution kickoff meeting will introduce our execution teams to all details regarding structural and staffing alinement, in-depth overviews regarding execution plans along with all strategic direction for project management, project tracking and portfolio governance required for each initiative. These foundations will be the cornerstones to integrate", that is the sentence that what I want you focus on. "These foundations will be cornerstones to integrate all people, processes and technology pieces for a successful merger, along with introducing processes and procedures for hundreds of projects that need to be completed during the execution phase." Is that a fair statement of the function -- of the plan with regard to this merger? MR. ROSENBERG: Objection to the form. A. That is what this page says and that is what it says.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL yes. Q. That's right, and you wanted a profitable banking operation as well, right? A. We want to make a profit at Bank of America. We want to serve our customers well. And we want to provide returns to our shareholders and we want to manage risk well, and we want do to a lot of things. Q. I ask you to turn to 71716. Bates stamp 71716. Or 71877, sorry, 71877. Do you have that page? The top left-hand corner it says that "The overall goal" -- it says, "Goal, integrate CFC and BAC into a single entity in the minds of our associates, shareholders, customers, and key influencers." Do you see that sentence? A. Are we on the same -- I want to make sure that we are on the same page. Q. It starts with Bank Of America CFC execution kickoff is the title in the left-hand corner? A. In the right corner it stays marketing corporate affairs? Q. Yes. A. Okay, we are on the same page. So

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. And do you have any reason to disagree with that? MR. ROSENBERG: Objection to form. A. Operationally we looked at teams to put the things together. Q. You wanted to put it together? MR. ROSENBERG: Objection to form. A. So it could operate, yes, sir. Q. Not just to operate, but you wanted it to operate efficiently? MR. ROSENBERG: Objection to the form. A. We operate the company, and this was to help with the operation, it is together and so it could go to market and have products and serve our customers. That is what I said before. Q. You want a profitable operation, didn't you? MR. ROSENBERG: Objection to form. A. I want a profitable Bank Of America. That's is no question. Q. And certainly you wanted a profitable mortgage operation? A. In parts that we have that today,

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL I don't have the question if there is a question. Q. Do you see that -- the only question is do you see that sentence? A. I see the sentence. Q. Does that reflect the goal of the combination as best you understand it? MR. ROSENBERG: Objection to form. A. That reflects the goal of the marketing corporate group's page. That is what they wrote on the page. Q. Is there any difference with regard to other aspects of the transaction? A. Our goal was to operate the company in the way that was beneficial to our customers, and shareholders. Q. What was your thinking with regard to creditors of Countrywide Financial Corporation? MR. ROSENBERG: Objection to the form. A. I don't understand the context of the question. MR. ROSENBERG: Do you have a time period on this question? MR. CALAMARI: No.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. In putting the combined entities together, in putting the two entities together, what was your thinking with regard to what would happen to CFC creditors? MR. ROSENBERG: Objection to the form. A. I didn't -- you're asking me what those goals said. I said the goal was to combine the company operation. It is the goal of all integrations. In terms of the question that you're asking me I was not -- you have to talk to the people that worked on the transaction. Q. You didn't think about creditors? MR. ROSENBERG: Objection to the form. A. I think about creditors as the CEO of the company. But that was not the role that I was in at this time. I ran a different business. Q. In your role as the president of the Global Corporate And Investment Banking, was the Countrywide Securities operation going to be folded into that division? MR. ROSENBERG: Objection to form. A. The Countrywide Securities, they

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL in your capacity as a member of the steering committee? A. Yes, it would have been. Q. And if you turn to page 26 of the document, I will give you the Bates stamp. 61369. It is talking about the targeted environment executive summary and this is for capital markets. That was your area? A. Yes, that was one of the multiple areas that I had for the company. Q. And you will see on the left-hand side there are a couple of subheadings, one says Merged Businesses? A. I think it says Merged Business. Q. I'm sorry, merge business, you're correct. It says "CFC business wholly absorbed in parallel existing BAC business." A. Yes that is what it says. Q. And you will see a little further down it says Sunset Businesses? A. Yes. Q. And those are businesses that you were going to exit from? A. It says, "CFC businesses will

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL had a small business that was part of the discussion for the GCIB thing, a very small part of the company. Q. What was the plan with regard to that business? A. I think most of it got shut down ultimately. We already had a business engaged in that, we just shut it down, I think. Q. You shut it down? A. I don't recall specifically. I'm not sure, but it wasn't much to do with the transaction. Q. Did you merge any portions of it into Bank Of America? MR. ROSENBERG: Objection to form. A. I don't recall the structure of what happened, but basically it was a minor part of the matter. Q. This is previously marked as 2787. Do you recognize this document? A. Yes. I mean this is a steering committee presentation to Bank Of America Countrywide transition steering committee. Q. That is something that you received

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL transition into BAC only temporarily to be shut down or divested." Q. Now, does any of that refresh your recollection about what happened to Countrywide's securities business? A. That is what the team had put in and I assume that is what ultimately happened, yes Q. You don't remember? A. I don't recall. It was a very small part of this thing. Q. But you do believe that that is what ultimately happened, namely CFC's businesses disappeared? MR. ROSENBERG: Objection to form. A. I think it says some of the businesses operationally were put together and some were transitioned out. I think that ultimately happened depending on business. There is list of business. Q. None were left with CFC; is that right? MR. ROSENBERG: Objection to the form. A. That, I don't know. This is what

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL the document says. Q. You were in charge of the transition, at least as far as this issue was concerned? MR. ROSENBERG: Objection. A. No. Somebody reported to somebody that reported to me would have been the people working on this. This is very small part of what they did. I was on the steering committee, I was one of the direct reports, but it was not something that I was involved in day-to-day. Q. Do you recall if there were minutes of steering committee meetings? A. As I said before, I don't recall. Q. Is it fair to say that Bank Of America saw significant strategic value in the purchase of Countrywide? MR. ROSENBERG: Objection to form. A. I would say that our public records -our public statements when we bought the company speak for themselves in terms of what we were doing. I wasn't the CEO. I didn't make the decision -- you could find the public records. Q. What was your understanding?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL platform in the country, yes. Q. And you ended up with a terrific sales force? A. Yes, we did. Five percent market share retail, yes. Q. Did you believe that Countrywide had positioned Bank Of America in the mortgage business on an unprecedented scale? MR. ROSENBERG: Objection to form. A. I think you would have -- I would say that we -- I could tell you what we have today which is a very strong mortgage business. Q. Did you believe that Bank Of America acquired the best mortgage servicing platform in the country? MR. ROSENBERG: Objection to form. A. Again, we acquired another large servicer and we had a number one position and we have been working through it from there. Q. At least some of the value in this combined entity that was value obtained from Countrywide, was it not? MR. ROSENBERG: Objection to form. A. The value -- I don't know in what

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. It made us number one in the mortgage business which is a core product with consumers. Q. Would it be fair to say that the Countrywide acquisition positioned the bank in the mortgage business on a scale it had not previously achieved? MR. ROSENBERG: Objection to form. Foundation. A. That would be -- yes, we increased or market share. If that is what you mean. Q. Would it fair to say there have been losses and lawsuits but we are looking for. We acquired the best mortgage servicing platform in the country? MR. ROSENBERG: Objection to the form. A. I don't know. Is that a statement that I made? Is that what you're -Q. I'm just asking you if that is fair to say? MR. ROSENBERG: Objection to the form. A. We ended up with largest servicing

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL context you're asking the question. The value of the combined enterprise represents the operational benefits of having a larger capability. I don't know what else I could say. Q. It has a larger revenue generation capacity as of today? A. No, it actually generate less revenue now than it probably did. Q. Well, that is not the same question. What it actually generates is different from whether or not the combination has a larger capacity? MR. ROSENBERG: Objection. A. I'm not going to wordsmith would you. The answer is if you have revenue of X and revenue of Y and you add them together it would be bigger, yes. Q. Countrywide Bank, what was your understanding at the time of the transaction to acquire Countrywide Bank of the importance of Countrywide Bank's operation? A. I don't recall. I don't have an opinion about Countrywide Bank. It was part of the enterprise.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Do you recall that Countrywide Bank had one $118 million -- $118 billion in deposits? A. I don't recall the exact figure, no. Q. Do you recall that Countrywide Bank essentially originated all loans at Countrywide? A. I don't recall that, no. THE WITNESS: Do you want to take break here? MR. CALAMARI: Sure. THE VIDEOGRAPHER: We are off the record, the time is 2:41 p.m. (Recess taken.) THE VIDEOGRAPHER: We are back on the record the time is 2:59 p.m. and this is going to be the start of tape number two. BY MR. CALAMARI: Q. I will give you an exhibit, previously marked as 3126. (Witness reviewing document.) Q. I have handed you what has been previously marked as Exhibit 3126 and it's a Bank Of America National Association Action By Unanimous Written Consent Of Directors In Lieu Of

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL has a clause that says contribution agreement. It says resolved. Q. I could read it. Can you describe it in your own words? A. It's an approval of the board of these resolutions to authorize this transaction. Q. What is the nature of the transaction? MR. ROSENBERG: Objection to the form. A. The approval of the contribution of securities and the approval of the contribution agreement. Q. You have no knowledge of this transaction outside what you're reading here? MR. ROSENBERG: Objection to the form. A. It was a resolution authorizing the contribution of securities. As a board we had management team that did the work and it was recommended by them to do it. It was a transfer between the bank, the contribution by the bank of the securities. In terms exactly of which securities I have to go back and check the record.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Meeting Of Directors. Do you see that? A. Yes. Q. And that is your signature on the document? A. Yes. Q. And it is dated July 1st, 2008? A. Yes. Q. Tell me, what was this document executed in connection with? A. It was an approval by the board of directors an action of BANA. Q. What was that action? A. You can see in annex A it was the resolutions, approve the resolutions. Q. What did those resolutions accomplish? A. There is a contribution of securities it says, "Resolved, that the contribution by the company of the bank of the securities is defined in certain contribution agreement dated July 2nd, 2008 by and between the company and the bank. The contribution agreement has a volunteering and unconditional addition to paid in capital is hereby approved." And then it

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL I don't know. Q. This is dated July 1st, 2008, do you recall this as being part of series transfers that occurred on that date? A. It very well could have been. Q. But you don't recall? A. I don't recall the specific elements of it. Q. Do you recall that this was an asset transfer from Countrywide Financial to BANA? MR. ROSENBERG: Objection to the form. A. I recall, but the transactions went through and this is one of them. I have to look at the resolutions again to remember what the transactions were. Q. Do you recall having any conversations or conferences about the transactions? MR. ROSENBERG: Objection to the form. A. I don't recall any, no. Q. Do you recall whether there was any assessment of the impact of these transfers on

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Countrywide's capital condition? MR. ROSENBERG: What transfers, Peter are you talking about? MR. CALAMARI: The transfers -A. On this exhibit? Q. Yes. A. I don't recall that. I don't recall any of that. Q. Do you recall whether or not there was any assessment of the impact of the transfers on Countrywide's creditors? A. I didn't make it, I don't recall whether there was one. You would have to ask the people who work on the financial side of the transaction. Q. Who were those people? A. Joe Price the CFO and his team. Q. Joe Price would know this? MR. ROSENBERG: Objection to form. A. I don't know if he would know it but he was the -- he handled the finances of company. Q. You just signed it based on a recommendation?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to the form. A. I don't recall. Q. You know that now, though? MR. ROSENBERG: Objection to the form. A. I know there is -- there is representations and warranties and liabilities for our company, yes, we had to approve reserves and things, yes. Q. When you say for our company, you mean for Bank Of America? MR. ROSENBERG: Objection to form. A. For Bank Of America. Q. Those include rep and warranty liabilities of Countrywide? MR. HOLLAND: Objection. MR. ROSENBERG: Objection to form. A. They include reserves for representation and warranties of legacy Countrywide, yes. Q. But those reserves are held at Bank Of America; is that right? MR. ROSENBERG: Objection to form.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to the form. A. As a director we have a process and we are approving the process and transfer. That is what we were asked to do. Q. Did do any personal investigation? MR. ROSENBERG: Objection to the form. A. I didn't do a personal investigation other than the transaction what was described in the minutes. What it says here. Q. Were there any negotiations, to your knowledge, with anybody at Countrywide? MR. ROSENBERG: Objection to form. A. I'm not aware of any. Q. You did know at the time of this transaction that Countrywide had creditors, did you not? MR. ROSENBERG: Objection to form. A. I don't recall specifically, but they probably would have had creditors. I don't recall exactly. Q. Did you recall if they had rep and warranty liabilities?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. The exact legal entity booking, you have to get somebody. Again, we run the company from the top not from the legal entity basis. Q. Do you recall receiving any independent asset valuation in connection with this transaction? A. I don't recall. MR. ROSENBERG: Objection to the form. Q. Do you recall receiving any fairness opinion in connection with this transaction? MR. ROSENBERG: Objection to the form. A. I don't recall receiving it. Q. Would you have expected an analysis of that sort to have been performed in connection with the transaction? MR. ROSENBERG: Objection to form. A. I'm not sure I would have expected it, but I don't recall one being done. You have to talk to people in the finance team that worked on the transaction. Q. Let me ask you to go to the next

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL exhibit which is -- let me ask you to turn to page 39 of this exhibit. Let me ask you to look at what has previously been marked as Exhibit 3117 which starts off with an e-mail from Joe Price to David Belk, and encloses an e-mail from Countrywide TPO, it looks like to several people including you. And it attaches several documents one of which is at Bates stamp page 6468 called BAC Countrywide transition Tollgate One Current Environment. Dated March 14th, 2008. Do you have that document? A. Yes. Q. Can you turn to page 39 of the document? A. 39. Q. 39 of the document. MR. ROSENBERG: Are you using Bates numbers? MR. CALAMARI: I will give you the Bates number. But it is easier to see the regular numbers and the Bates number is 6506. Q. Are you on that page? A. Yes. Q. Would you like a magnifying glass?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL see that? A. I could see where you are, yes. Q. And I don't know if I could read that, after that. MR. ROSENBERG: Where are you, Peter? THE WITNESS: I think he is in this block right there. MS. BEA: The requirement description reads, "Assess the capital adequacy and liquidity level for each CFC legal entity (Countrywide Financial Corp, Countrywide Home Loans, Countrywide Securities Corp., Countrywide Bank and Balboa Insurance) that will exist after Legal Day One and insure adequate capital levels." Q. Do you see that? A. That is what the document says, at least as best I could tell. Q. Do you know if that happened? MR. ROSENBERG: Objection to form. A. I don't recall specifically if it happen, it was assigned to the CFO group, so, I assume it happened. Or, but I don't know. Q. You don't know one way or the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I think I could read it. Q. You're much better than me. You see an entry that -- see a chart, list of all LD One critical requirements, what was LD One? A. Legal Day One. It says it in the top right corner. Q. That was -- yes, you're correct. That was the day at which the closing would occur of the -A. Typically that is what it described, yes. Q. And you will see a series of columns. One of the columns is listed, I'm not sure that I could read it even with the magnifying glass. Renee can you read this one? CR Ref number. A. I think I know which column you're talking about. Q. And then the second column is -Renee you will have to read them. Read them and I will repeat it. Submitting team and the third column, prioritization. And if you come down to the third one from the bottom, you will notice it's CR 21 and it is listed as critical. Do you

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL other? A. It was a task assigned to the CFO group. So, I think they would know. I assume it did. Q. In your role as a member of the steering committee did you ever see an analysis of that sort? A. As I said before, I don't recall seeing an analysis. Q. As of Legal Day One, did you know anything about the capital adequacy of Countrywide? MR. ROSENBERG: Objection to form. A. Again, I don't recall seeing anything. Q. In connection with this transaction, did you have a plan to strip all of the assets of Countrywide and leave the creditors of Countrywide holding the bag? MR. ROSENBERG: Objection to form. A. Sir, I didn't -- we had -- I'm not aware of any plan to do anything like that. So you would have to talk to -- I just have no knowledge of that.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. You never heard of anything like that? A. I never heard it. Q. Is it correct that in or about February, 2012 Bank Of America announced that it would pay one billion to settle claims that Countrywide defrauded the FHA by making loans to unqualified buyers? MR. ROSENBERG: Objection to form. MR. HOLLAND: Objection. A. I'm not sure that that -- the settlement -- I'm not sure what you're referring to, sir. Are you referring to FHA settlement? Q. Yes, I am. A. We settled with the FHA. The document are public. Q. You don't know why you settled with the FHA? A. We settled a bunch of claims regarding the origination practices of all the entities and the servicing practice. Q. The bulk of that was for Countrywide? MR. ROSENBERG: Objection to form.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I'm not sure that I agree to your characterization, but it had a loan modification program. Q. And that money was paid by Bank Of America; is that right? MR. ROSENBERG: Objection to form. A. I could speak for Bank Of America. We settled the case. The legal entities that made distributions of cash you would have to get the people to go through the debits and credits. Q. Did Countrywide have money to make a payment like that? MR. ROSENBERG: Objection to form. A. I'm not -- again, I'm talking about Bank Of America settled. You asked the question and you asked how we distributed cash. And the other entities, you have to talk the people that work on the accounting for it. Q. You don't know? A. I wouldn't -Q. Nobody ever talked to you about it? A. They wouldn't have -- it is not my responsibility in a sense. It is the job of the CFO and people working for the CFO.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I'm not sure that I understand, the word bulk of, but it was for Bank Of America and its entities settled. Q. Let me see if I understand, you settled the claims with the FHA, what was your understanding of what those claims were? A. There is claims regarding origination and servicing activities of the company. Q. And that is the combined company? MR. ROSENBERG: Objection. A. Depends on the timeframe. Some of them are before we owned Countrywide some of them were after. Some were the servicing elements. It was a Bank Of America settlement for all of its entities. Q. Bank Of America of settlement for all of its entities. The settlement contemplated a payment of cash of $500 million? A. In terms of settlement it contemplated a payment of cash and rights to earn other payments, yes. Q. A loan modification program worth $500 million?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Who is going to administer the loan modification program? A. The team that works on the legacy asset servicing. Q. The servicing group? A. Yes. Q. Is that correct? A. Yes. Q. And that's the service group that is run under the, what is the name of entity, well what is the entity that that servicing group works? A. Legacy Asset And Servicing. Q. Did CFC have reserves to cover that payment? MR. ROSENBERG: Objection to the form. A. Again, we could get the people that worked on that. Bank Of America had the cash and we made the payment and settled the case. Q. All you know is Bank Of America made the payment; is that right? MR. ROSENBERG: Objection to the form.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I know that our company made the payment. Somewhere in the legal entities, again, it is not something that I track down the specific legal entity. Q. Did Bank Of America vigorously contest the claim before it settled? MR. ROSENBERG: Objection to the form. A. Of course we did, yes. Q. But you eventually paid it; isn't that right? MR. ROSENBERG: Objection to form. A. We settled the case. Q. And you felt that settlement was in the best interests of your shareholders? A. Yes, we did. Q. And that was even though the liability itself was a legacy Countrywide liability? MR. HOLLAND: Objection. MR. ROSENBERG: Objection to the form. A. Again, the liabilities came from different parts of the companies. We could have

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL We could get somebody. Q. When you say you're not going to venture a guess, you have to understanding whatsoever? A. I don't have an understanding. Q. And you have no basis for making an estimate? MR. ROSENBERG: Objection to form. A. I could ask somebody to make an estimate. Somebody may have made an estimate. I run a company 280,000 people 50 million customers and this is not my job to figure out the legal entity accounting four levels deep in this company. Q. I'm not asking for legal entity accounting, but if you settle a claim for a billion dollars I would think that you would know where the potential liability came from. MR. ROSENBERG: Is that a question or a statement? MR. CALAMARI: It's a question. MR. ROSENBERG: Objection to the form. A. We settled on behalf of Bank Of

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL somebody take you through all different places. Q. Why don't you tell me what your understanding was? A. It goes to legacy Countrywide origination activities and servicing activities of all the enterprises and origination. So it's a broader settlement then legacy Countrywide only. It is not a mystery. We could go get the papers and hand them to you. It is public record. Q. I would love to see the papers if you handed it to me, but I don't think your lawyer will hand us any papers. They haven't handed us much of anything? MR. ROSENBERG: Move to strike the gratuitous obnoxious remarks. A. It's approved court approved settlement. The court in DC I don't think -Q. I'm coming back to how much of that liability, what percent of the liability was attributable to legacy Countrywide activities? A. I don't have specific knowledge of what percent. Q. Was it 70 or 80 percent? A. I'm not going to venture a guess.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL America and the related entities. All its related entities. Q. And you don't know where the underlying liability came from? MR. ROSENBERG: Objection, asked and answered. A. I don't recall specific percentages and things that you're asking about. Q. Is it also correct that on or about June 11th -- well, I'm sorry. Is it also correct that on or about December, 2011 Bank Of America announced that it would pay 335 million to settle a lawsuit alleging Countrywide engaged in discriminatory lending practices? MR. ROSENBERG: Objection to the form. A. We settled a claim, but I -- the exact claims and stuff we could, again, it's a public settlement, we could get you the papers. Q. What was your understanding of what the claim was? A. It was a settlement of a fair lending claim. Q. And do you know what the underlying

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL allegation was? A. I don't know what the underlying allegation technically was, no. It was -- it was a claim for -- it had a fair lending issue and we settled with the appropriate authorities. Q. Does the claim that Countrywide was charging higher fees to minorities ring a bell? MR. ROSENBERG: Objection to the form. A. Again, we will get you the papers and give it to you. I'm not going to sit here and speculate about what the terms of the settlement. Q. I'm not asking you to speculate. You have absolutely no memory whatsoever you can tell me? MR. ROSENBERG: Objection to the form. A. I don't recall exactly the claims. Q. I don't care if you don't recall exactly. Do you have any recollection whatsoever? A. I don't recall the specific claims, no. Q. See if you recall this one. On or about June 11th, did you agree in principle to

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. The claims were a series of claims about representation and warranties about servicing. Q. In other words claims that Countrywide had failed to honor repurchase and warranty obligations? MR. ROSENBERG: Objection to the form. MR. HOLLAND: Objection. A. I'm not sure that -- there were claims about obligations to buy back loans and claims about how loans were serviced, and I'm sure other claims too. But those are the big ones. Q. How big were the claims? A. We settled them for $8 1/2 billion. Q. Do you know what the actual value of the claims were? A. $8 1/2 billion we had -Q. That is the settlement value. A. That is the settlement. Q. Were the claims for in excess that amount. In other words did you settle for lower than face of the claims? A. We settled for $8 1/2 billion.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL settle $8.5 billion to resolve Countrywide mortgage repurchase and servicing claims? MR. ROSENBERG: Objection to form. A. We settled with Bank of New York and -- actually, we agreed to settle with Bank of New York and the various parties to that agreement. Q. And that was for $8.5 billion. A. Correct it was, yes, sir. Q. Did you work on that settlement. A. Again, I had teams that worked on it, yes. Q. And they reported to you? A. Some of the people report to me and some people report to those people that worked on it. Q. And you kept apprised of the progress of the settlement discussion? A. Yes. Q. And what was the nature the claims being settled there? A. The claims were around the private label securitization trusts of Countrywide. Q. What were the claims?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. You don't know if that was lower than the face amount of the claims or that was exactly the face amount of the claim? A. I don't know what you mean by a claim. Q. What was the exposure of Bank Of America with regard to that -A. That was the debate, sir. Q. Well, I understand that that was the debate. What did you regard the exposure as being? A. We regarded $8 1/2 billion to be a fair settlement for our shareholders. Q. I heard that, I asked you what was the overall value of the size -A. $8 1/2 billion. MR. ROSENBERG: I'm going to -A. $8 1/2 billion that answers, sir. That was the claim that we settled. Q. You paid full value to settle the claims? A. That is an incorrect characterization. MR. ROSENBERG: Objection.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. We paid $8 1/2 billion to settle the claim, sir. Q. You don't know how much the claim was? A. Again sir, 8 1/2 billion was what we paid to settle the claim. Q. I'm going to ask you to answer or I will just have to reopen the deposition at another day. But if you can't answer the question, you can't answer the question. You can say I don't know how much the claims were for. But I would like to know -MR. ROSENBERG: You're asking him a question that is matter of public record. MR. CALAMARI: That's all right. If it is public record why he is hiding it. MR. ROSENBERG: He is not hiding anything. MR. CALAMARI: I don't want to get into an argument. MR. ROSENBERG: It is not memory test for this witness. Can you move on to something that the witness might know about. A. I'm not hiding anything. If you

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL it some other way, that is not what a deposition is about? MR. ROSENBERG: Stop lecturing the witness. MR. CALAMARI: You're right I won't lecture the witness. Q. I will ask it one more time for the record to be clear. Do you know what the total value of the claims that you settled for $8 1/2 billion was? MR. ROSENBERG: I'm going to instruct the witness not to answer to the extent it would require the divulging of attorney-client privilege information. A. Anything other than in the public record was done in consultation with our attorneys. Q. What about what is in the public record? A. I'm talking about the stuff that is filed in the case, you can look -- I don't know the particular details. Q. You have no idea what is there? A. Sir, we settled the claim for $8 1/2 billion.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL want us to deliver the settlement papers and all the backup, we will do that. Q. I would love to have you. Could we get a commitment to deliver the settlement -A. They are publically filed papers. Q. We could get the publicly filed papers. A. That is what is there. Q. I just want to know. You have no idea how much the total value of the claims that you settled was? A. Everything else would be privileged counsel communication, sir. Q. Even the total value which you just said and your lawyer just said was a public document? A. I will give you the public document. You have the public document. Anything else in that was in context with -MR. CALAMARI: I'm going to deal with this with the judge. THE WITNESS: Okay. Q. You're going to refuse to answer the questions under the theory that I could learn

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Anything else I talked about it in the subject of debate of the claims, validity of the claim, whether you could make the claims, whether you could bring the case is all part of the public record. You could take a look at that. Q. Why did you settle the claim for $8 1/2 billion? MR. ROSENBERG: Again, I instruct the witness not to answer to the extent it divulges attorney-client privileged information. Is there anything that isn't attorney-client privileged with respect to that decision? A. We settled the claim in the best interests of our shareholders. Q. Why did you feel this was in the best interest of your shareholders? A. Again, sir, it was in the best interests of our shareholders based on our judgement to continue to litigate the case, the cost of case, the validity of the claims back and forth, etc. Q. These were liabilities that were initially incurred by Countrywide, is that not

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL right? MR. ROSENBERG: Objection to the form. A. The representation and warranty liabilities were with regard to legacy Countrywide originations. Q. Therefore why did Bank Of America settle the case as opposed to leaving it to Countrywide? MR. ROSENBERG: Objection to form. No foundation. A. Again, you keep asking about technically and a distinction. Bank Of America did settle the case, the technical legal entities that enter into settlements and what they paid is not what I focused on. Q. You wanted to clean up the mess at Countrywide, didn't you? MR. ROSENBERG: Objection to the form. A. We were trying to take -- do our best to help America get out of the mortgage crisis that they found themselves in after 2007, 2008.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL not a question of where $8 billion comes from. Q. It is an insignificant amount to you? A. It's a significant amount, but it is not something that we don't have ready. Q. Bank Of America has it ready? MR. ROSENBERG: Objection to the form. A. In our company we have it ready. Q. When say in our company you mean Bank Of America? A. In our 3000 legal entities we have it ready, sir. MR. ROSENBERG: Objection to form. Q. You could take money from wherever you choose anytime you want? A. It is a carefully monitored process based on a whole bunch of legal formalities, corporate rules and everything else. Q. Did anybody ever say to you that they wanted Bank Of America to specifically guarantee this payment because they were afraid that Countrywide would go into bankruptcy? MR. ROSENBERG: Objection to form.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. In fact you said that your company, Bank Of America, would clean it up, didn't you? MR. ROSENBERG: Objection to the form. A. The operational work to help the million -- the 1.6 million customers through the process of modification and dealing with the most serious issue they could face, yes, that is the work we are doing. We do it every day. Q. Did Countrywide Financial Corp, that is CFC, did it have $8 1/2 billion. MR. ROSENBERG: Objection to the form. A. Sir, I will tell you once again. My focus here is what the company does overall. The legal entities we would have to get somebody who is dealing with the legal entity accounting to talk to you. That is not my responsibility. Q. That is not an inquiry you made when somebody said this is going to be $8 1/2 billion ticket where are we going to get the money? MR. ROSENBERG: Objection to the form. A. We have $400 billion of cash it is

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL First of all when you talk about anybody, are you excluding lawyers. Q. I'm excluding your lawyers, yes. A. I don't recall any discussions about that. Q. There was not a concern for you? MR. ROSENBERG: Objection to form. A. Again, I say I don't recall discussion about it. Q. Was it a concern? A. What concern, sir? Q. Was it a concern that you were asked -- was it a concern that Countrywide might go into bankruptcy -- let me rephrase that. Was it a concern that Bank Of America -- I'm doing this badly. You don't recall anyone expressing a concern to you that Countrywide might go into bankruptcy and therefore Bank Of America needed to guarantee this payment? MR. ROSENBERG: Again, excluding counsel. Q. Excluding your counsel. A. I don't recall any conversations

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL other than with counsel about the structure of the deal. Q. That is not something that you ever heard? A. Not something that I recall hearing. MR. ROSENBERG: Objection. MR. CALAMARI: Can we have a short break? THE VIDEOGRAPHER: Going off the record, the time is 3:33 p.m. (Recess taken.) THE VIDEOGRAPHER: We are back on the record the time is 3:41 p.m. BY MR. CALAMARI: Q. The $8.5 billion settlement is not a final settlement at this point, is it? A. It is going through the court system, yes. Q. It has to be approved by a court? A. Yes, that is part of the process. Q. And are you aware which court that is? A. New York State Court.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL considerations the court is looking at to determine whether or not that is a fair settlement? A. I think there would be better people to ask than me. I don't know what other considerations the court is looking at it. I don't know what the jurisdiction is. Q. Let me go back to settlements. Let me ask you to look at the Capstone report again, which was exhibit -- directing your attention to page three of that report it says, "In our opinion that the value of the asset CFC would enable a maximum recovery of no more than 4.8 billion as of the validation date." Do you see that? A. I don't see it. Q. The bottom of page three the last sentence on the page. "Base on the analysis performed by Capstone as described below it is our opinion that the value of the asset CFC would enable a maximum recovery of no more than 4.8 billion as of the valuation date excluding any liquidation costs required to convert all loans, leases and other assets to cash." A. That is -- you have just read the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. You're aware that the Capstone report was submitted as part of the process for approval of the settlement? A. That it what you told me earlier, yes. Q. What is that? A. That is what you said it was submitted earlier. When gave it to me you said it was submitted. Q. You didn't know that on your own? A. I didn't know that that report had been submitted. Q. Do you recall one of the issues being raised either in that report or in the litigation as to whether or not Countrywide -whether or not Bank Of America was liable for Countrywide's obligations? A. Any discussion I had about that would be covered by the privilege. Q. So you don't know anything about that on your own? A. We discussed it with our counsel as part of the discussion about the lawsuit. Q. Do you know what other

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL last statement on page three, yes. Q. Yes. Now is it fair to say if this report is correct, that it only had a value of $4.8 billion in assets, that it could not have paid an $8.5 billion -MR. ROSENBERG: Objection. MR. CALAMARI: Let strike that and let me rephrase the question. Q. Is it fair to say that if the Capstone report is correct, and that CFC only had a liquidation value of 4.8 billion, then it could not have paid an $8.5 billion settlement? MR. ROSENBERG: Objection to the form. A. Sir, it is not my report. I have no opinion about the report. Q. I'm not asking you anything about the report. I'm asking you to assume that the report is correct. If it is correct, is there any way that CFC could have paid an $8.5 billion settlement? MR. ROSENBERG: Objection. A. Sir, I have no opinion. MR. ROSENBERG: Objection.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I have no opinion. It is not my report. I didn't prepare it. It was prepared for our company. Q. Again, I have to ask the same question. I'm not asking if you have an opinion about the report. I'm asking you to assume that the $4.8 billion number in the report that Bank Of America cooperated in the preparation of, assume it's correct, if it is wrong, it is wrong, but assume it is correct, it shows a $4.8 billion valuation of CFC. You see that, right? You see that on the page? MR. ROSENBERG: Objection. A. "Based on the analysis performed by Capstone that is described below it is our opinion that," meaning Capstone, "the value of the assets of CFC will enable maximum recovery of no more that 4.8 billion as of the valuation date excluding any liquidation costs required to convert all loans, leases and other assets to cash." That is what the report says. Q. You can see that there? A. I can read that statement. Q. Now if that statement is true, is

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I said I have no opinion on this report, sir. Q. I didn't ask for an opinion on the report. I will ask my question until I get an answer. We could sit here all knight. It's a simple question. Do you know any way that Countrywide could have paid a $8.5 billion settlement if this number is correct? MR. ROSENBERG: Now you're asking him about the report again. MR. CALAMARI: I'm not. I'm asking him to assume that that number is correct. A. Sir, this was somebody else's report prepared for somebody else, and you're asking me to speculate what it means. I'm not saying that. Q. As I said, it is not somebody else's report. Putting that aside. Putting everything aside. Are you aware as you sit here today, of anyway Countrywide Financial Corporation could pay an $8.5 billion settlement? MR. ROSENBERG: Objection. Q. Without regard to the report? A. Am I aware?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL there any way that Countrywide Financial Corporation could pay an $8.5 billion settlement? MR. ROSENBERG: Objection. A. Sir, I am not going to speculate as to that. It is not my report. I'm not going to speculate. You're asking me for speculation, it's not my report. Q. It actually is your report, but putting that aside. MR. ROSENBERG: Move to strike the -Q. I'm not asking you for any speculation. I'm asking you for knowledge about Countrywide Financial Corporation. A. I'm saying, I don't have any knowledge that would provide any ability to provide an opinion on that. It is not what I look at. Q. So you have no idea how Countrywide Financial Corporation can pay an $8.5 billion settlement? MR. ROSENBERG: Objection to the form. A. I answered that before. Q. Answer it again.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to the form. A. What entity could pay it? Q. I asked you if Countrywide Financial Corporation -A. I have no knowledge of the exact -I told you before, we run our company from the top down by functions. It is somebody else's job to make sure each of the functions is accounted for properly. Q. Your perspective it's all one big show? A. No. My perspective is, it is carefully dealt with by all the legal entities and all the entries by a process, a process which I don't do. I make sure the chief financial officer does. Q. And I asked you a simple question and it's a yes or no answer. Do you have any knowledge as to how Countrywide Financial Corporation could make a payment of $8.5 billion? MR. ROSENBERG: Objection to form. A. I don't know what you're asking me. I just don't know what you're asking me.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Well, I will try again. Do you have any knowledge, that part you understand? MR. ROSENBERG: Come on, Peter, stop being argumentative. MR. CALAMARI: I'm argumentative. Q. Do you understand that? A. Do I understand what. Q. If I ask you a question to the best of your knowledge? A. To the best of my knowledge, I understand what you said. You said to the best of my knowledge. Q. Do you have any knowledge as to whether Countrywide Financial Corporation could pay an $8.5 billion settlement? A. I have no specific knowledge. The legal entity accounting is left to people for basis that we entered a $8 1/2 billion settlement and that is the terms that we entered into. This report is not part of the settlement for Bank of New York. It is not ours. You have to ask the people that drafted this what they meant by it. MR. ROSENBERG: I going to instruct the witness not to answer any more questions

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL breathe of it. I don't know the exact claims in the suit. I know we settled with them. Q. You don't know what the claims were? A. Not specifically. They are around representation and warranty and quality of loans, things like that, but I don't know the exact -Q. So you do know? A. I agreed with you once and you started asking specific questions about the claims. I'm saying that is my general knowledge. Q. Now, that one wasn't a litigation; is that right? A. It was a claim -- it was a dispute over a contract and the parties settled. Q. In addition to the 1. -- part of the settlement was a $1.1 billion cash payment? A. I don't recall the exact amount, but we paid a cash payment, yes. Q. Does that sound about right? A. It could be, again. Q. And there was also a reinsurance arrangement with a value for Assured of $470 million?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL that are asked for the same question. He has now answered the same question about 10 times. MR. CALAMARI: He has never answered the question, but I will let it go. Q. Is it also correct that on or about April, 2011 Bank Of America agreed to pay bond insurer Assured Guaranty $1.6 billion to resolve repurchase claims? MR. ROSENBERG: Objection to the form. A. We settled with Assured. The exact number I would have to -- there is lot of ins and outs. Q. You were settling repurchase claims? MR. ROSENBERG: Objection to form. A. Refresh claims and other claims, yes. Q. Based on representation and warranty liabilities of Countrywide? MR. ROSENBERG: Objection to form. A. Again, if you got the pleadings in the case and the settlement you could find out the

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. There was a reinsurance arrangement. Again, the exact amounts, I would have to get someone. Q. Again, you resolved these claims because you thought they were in the best interests of Bank Of America's shareholders? MR. ROSENBERG: Objection to form. A. We resolved the claim that we thought was in the best interest of the company, yes. Q. Can you explain why it was in the interests of the company? MR. ROSENBERG: No. I instruct the witness not to discuss attorney-client privileged conversations. A. That is what I was going to say. It was based on all the factors, we made a business judgement that it was good to settle working with our attorneys. Other than that I think everything would be in the context of advice that we were given by our attorneys and the claims, etc. Q. Again, was this part of your plan to clean up the mess at Countrywide?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to form. A. When I talk about the work at Countrywide, I'm talking about the million-six loans in getting through the process of getting that work done. It is takes us $3 billion a quarter to do that work. It is a serious amount of work and deals with people's lives and we take that seriously. That is what we are talking about cleaning that up Q. You want to clean it up? A. We want to clean it up, absolutely. Q. And you think it is in the best interests of Bank Of America's shareholders to clean it up? A. It is in the best interests of America. Q. By paying Assured that didn't help any individual homeowners, did it? MR. ROSENBERG: Objection to form. A. I'm not sure. There were no payments to individual shareholders, but there was part of getting us to the future of our company and move forward. It is all part of the same thing.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL shareholders, the team, the customers and everybody. Q. Now, it is also true in or about January, 2011 you entered into an agreements with Fannie Mae and Freddie Mac to settle repurchase and warranty claims? A. Yes, we did. Q. And in connection with those agreements you agreed to pay Freddie Mac 1.28 billion; is that correct? MR. ROSENBERG: Objection to form. A. I don't recall the exact number, but it was a billion dollars plus. Q. Does that sound about right? A. It could be, yes. Q. And you also agreed to pay Fannie Mae $1.52 billion? MR. ROSENBERG: Objection to the form. A. Something in that order, yes. Q. And again is it true that Bank Of America, not Countrywide, assumed the full cost of that payment? MR. ROSENBERG: Objection to form.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. You just said in your last answer there were no payments to individual shareholders. A. Individual consumers I think is what you asked. Q. Right. That was a payment to Assured? A. Among other things, yes. Q. And it was designed to clean up the mess, right? MR. ROSENBERG: Objection to the form. A. Sir, it was designed to settle those claims with Assured. Q. And again, you thought that was in the best interests of Bank Of America's shareholders? A. In the best interest of the company, yes. Q. When you say the company, do you distinguish between the company and the shareholders? MR. ROSENBERG: Objection to the form. A. When I say the company, I mean

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I don't know exactly which legal entities paid it. I have to go back and get the debits and credits. It was settlements were made with Fannie and Freddie. Q. But at least as we sit here you're not aware of any payments coming out of Countrywide for those amounts? MR. ROSENBERG: Objection to form. A. As said before I would have to get somebody to check it. I'm not aware where the payments were made. Q. Certainly the announcement in the press was that Bank Of America made the settlements. Is that fair to say? MR. ROSENBERG: Objection to the form. A. The announcement would always be about the company because that is the relevant person for the public. Q. The public is only interested in the company? MR. ROSENBERG: Objection to the form. A. The public is interested in the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL company, yes. Q. Again you thought this settlement was in the best interests of Bank Of America's shareholders? A. Yes. Q. Now, did you also enter into agreements in late 2008 and early 2009 with the State's Attorney General to settle predatory lending claims asserted against Countrywide? MR. ROSENBERG: Objection to the form. A. Yes, the company entered into settlements in that time frame with state attorneys general. I'm not sure exact time date. Q. The cost to Bank of America of those settlements was another $8.4 billion? MR. ROSENBERG: Objection to the form. A. I'm not sure. I don't recall the exact numbers now. You have to get somebody -- I wasn't in my position then. It wasn't part of my business. There were a lot of components to those settlements. Q. And that again was to settle legacy

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to the form. A. I'm not sure what your question is. Q. Was O'Melveny representing Bank Of America in connection with the negotiation of these settlements? MR. ROSENBERG: Objection, foundation. A. Which settlements. Q. I'm sorry. The settlements that we are talking about, the settlements with the States Attorney General? A. On, I don't recall. Q. In fact, Bank Of America explicitly indemnified Countrywide in connection with those settlements? A. Again, I don't recall. You have to -MR. CALAMARI: This is Exhibit 3360. Letter dated January 15th, 2009 Bates stamp is 0079406. (Exhibit 3360 for identification, Document Bates stamped 0079406.) Q. Do you see that letter? A. Yes.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Countrywide problems? A. Again, you would have to get someone that had more specific knowledge. It was to settle the claims of the Attorney Generals. I don't know exact claims from which entities. Q. Do you have any recollection that it was to resolve claims against what I will call legacy Bank Of America? MR. ROSENBERG: Objection. A. I don't recall either way. Q. Either way? A. Yes. Q. It is also true that Bank Of America as an entity is paying these settlements? MR. ROSENBERG: Objection to the form. What do you mean by Bank Of America as an entity? Q. Overall Bank Of America. A. Someone in our 3,000 subsidiaries some entity is paying. I don't know which -again, I don't know which one and that would be the chief financial officer's team to work on. Q. Is was Bank Of America's counsel that was negotiating these settlements, wasn't it?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. You see the second paragraph of it it says, "Bank Of America Corporation hereby undertakes and agrees that if and to the extent that there occurs a breach or a violation by CFC of the order and CFC incurs fines, penalties or other monetary damage as a consequence thereof then Bank Of America shall indemnify and hold harmless CFC in the amount of such damages."? A. That it what the letters says, yes, sir. Q. Do you have any knowledge about that? A. No. Q. Do you understand the circumstances under which this was negotiated? A. No. Q. Do you recall if Barbara Desoer negotiated this arrangement? A. I wouldn't -- it was on the other side of the company, I don't know. Q. I'm going to give you another exhibit. MS. BEA: This exhibit is previously marked as Exhibit 3199.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. I show you what was marked as Exhibit 3199, it's an e-mail from Barbara Desoer to several people including yourself. Announcing the Homeownership Retention Program with the subject of the settlement that we have just been discussing. Do you see that e-mail? A. Yes. Q. Do you recall receiving this e-mail? A. Not specifically, no. Q. Does anything in this e-mail help you refresh your recollection about the negotiations concerning this settlement? A. I mean, Barbara was running the business, that we already -Q. Prior to Legal Day One, you knew, did you not, that Countrywide's reserves for representations and warranties liabilities were insufficient to cover their expected exposure? MR. ROSENBERG: Objection to the form. MR. HOLLAND: Objection. A. I don't have any recall of that. Q. That was discussed by the steering

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I didn't say. I said we built up reserves over time. MR. ROSENBERG: Objection to form. Q. You thought the reserves were adequate? MR. ROSENBERG: Objection to form. A. I didn't say either. Q. Which is it? Were they adequate or they weren't adequate? A. I said we built reserves up over time. You asked me if I recall a discussion and I said no. Q. Do you have an opinion whether they were adequate or inadequate? MR. ROSENBERG: Objection, no foundation. A. We built reserve based on the facts and circumstance over time and they are adequate today and they -- we built them over time. Q. You never heard that prior to Legal Day One Countrywide Financial Corporation was underreserved for rep and warranty liability? A. I don't recall any discussion, no. Q. Would that surprise you if such a

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL committee? A. I don't remember a discussion. Q. It was discussed at the asset and liability committee? A. I don't recall a discussion. Q. And it was discussed at the board of directors as well, wasn't it? A. I don't recall a discussion. Q. Did you ever come to learn that CW -Countrywide Financial Corporation's reserves for liability for rep and warranty exposure was inadequate? MR. ROSENBERG: Objection to the form. A. I don't know what timeframe you're talking about. Q. At any time. Did you ever come to learn? A. We increased the reserves over time for the Bank Of America for rep and warranties that we build up to 20, 15, $16 dollars. Q. And that is because the reserves for Countrywide for these liabilities was inadequate?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL discussion took place? MR. ROSENBERG: Objection to the form. A. I would have no opinion. I didn't recall any discussion. MR. CALAMARI: I'm going to mark 3361. (Exhibit 3361 for identification, New York Times article dated December 11th, 2010.) MR. ROSENBERG: This is another document without a Bates number. I'm not going to instruct the witness not to answer on this one, but reserve the right to do so further in the deposition. Q. This is a Document 3361. New York Times article reprinting information about a discussion with you. The date is December 11th, 2010. MR. ROSENBERG: Objection to the characterization. Q. Do you recall being interviewed for this article? A. I don't recall specifically, but I

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL was. I think I was. I don't recall exact. Q. And you would have talked truthfully to the reporter; is that correct? A. Yes. Q. Turn to page six of the article. And it says maybe a quarter of the way down the page "But What About Countrywide" is the question. And then there is quotation it says "Decision was made; I wasn't running the company." And then it opens the quote again, "Mr. Moynihan says although he was obviously top bank official at the time." And then it opens the quote again, "Our company bought it and we will stand up and we'll clean it up." Do you see that? A. Yes. Q. Did you say that? A. I assume so. I mean I did -- it's a quote, so I assume I said it. Q. Did it reflect your view? A. Yes. Q. And that was a true statement when you made it? A. Yes. Q. And by that you meant you were

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I don't recall the exact statement. Q. But no reason to suspect that you didn't say that? A. No, I said that I said it. I assume that I did. Q. That was a true statement when you made it? A. Yes. Q. You believe this was a great acquisition? A. We believe it's a great acquisition for our customers and a great thing for the bank ultimately. Q. Why did you believe that it was a great thing for the bank? A. We could serve our customers better. Q. Because you would have one of the top mortgage businesses in the country? MR. ROSENBERG: Objection to the form. A. That -- yes, the idea is that mortgage is a core product for consumers and we would have a mortgage product better than anybody

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL going to clean up the mess that Countrywide left behind; is that right? MR. ROSENBERG: Objection to form. A. As I said earlier, we were going to 50,000 people that we are working for these borrowers every day, the idea was to get it fixed for America get it behind us and put this behind us. Q. Further on down in the article just skipping one paragraph there is another quote from you, it says, "When we get through the work on the management side people will come to the same conclusion, that this is a great thing for customers and a great thing for the bank. He says right now we are still absorbing the body blows." Do you see that? MR. ROSENBERG: Where are you? MR. CALAMARI: I was at -MR. ROSENBERG: I got it, I see. Q. Do you see that? A. Yes, I do. Q. And again, did you say that? A. Yes, I assume that I did, yes. Q. Do you recall saying that?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL else's. Q. Once the mess was cleaned up you would have one of the best businesses out there? MR. ROSENBERG: Objection to the form. A. Once we got through the work, yes, we would have a good business. Q. When you say once we got through the work, it was your plan -- well, I will come back to that. Let's go back to the other one where we were going to go to. (Exhibit 3362 for identification, Document Bates numbered MBIA 15685.) Q. These were draft remarks for Barbara Desoer for a conference on Monday, September 15th, 2008 and at the top it says Brian Moynihan introduces you. Do you see that? A. Yes. MR. CALAMARI: Exhibit number is 3362 and the Bates number on this is MBIA 15685. Q. Do you recall whether this presentation actually took place? A. I don't recall. Q. Do you recall being in San

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Francisco and introducing Barbara Desoer for a presentation? A. I really don't recall that. Q. Were you given a copy of this presentation before it was presented? A. I don't recall ever seeing it, no. Q. Now, is it fair to say that at least you personally always intended to pay down all of Countrywide Financial Corp's liability so long as they were legitimate claims? MR. ROSENBERG: Objection to form. A. I'm not sure I understand what your point is. What the question is. (Exhibit 3363 for identification, Transcript of an earnings review conducted by various people at Bank Of America dated October 19, 2010.). (Exhibit 3364 for identification, Bank Of America presentation dated October 19, 2010.) Q. So this is a transcript of an earnings review conducted by various people at Bank Of America. It is dated October 19, 2010 and that is Exhibit 3363. And then an accompanying

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. CALAMARI: Again, I'm aware of no rule, in fact there is no requirement that I tell you where I'm going with my deposition or give you a preview of our exhibits. MR. ROSENBERG: I'm not asking you to tell me where you're going. I just want you to use the depositions that are in the discovery record, use the documents that are in the discovery record.. MR. CALAMARI: Look I don't want to argue with you. If you're going it instruct him not answer, you can instruct him not answer. We will move for sanctions because you didn't produce these documents. MR. ROSENBERG: You will make whatever motion you want. MR. CALAMARI: Exactly and you can do whatever you want but we don't need to waste either of our time or the witness' time arguing. MR. ROSENBERG: You're the one arguing. I made a statement. MR. CALAMARI: Okay. MR. ROSENBERG: Okay.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL that is a Bank Of America presentation dated October 19, 2010. And that is Exhibit 3364. Do you see that? A. Yes. MR. ROSENBERG: I note once again that these are two additional documents without Bates numbers on them. Having not been produced prior to this deposition. MR. CALAMARI: We will make a motion on that, because you should have produced them. These are Bank Of America documents, why weren't they produced. THE WITNESS: This not a Bank Of America document, sir. MR. CALAMARI: No, but the next one is. A. This is the Factset, they record it and do a transcript. Q. I will ask you that. We will start with that? MR. ROSENBERG: These are documents that if you want to use in a deposition you should have produced them before the deposition.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. CALAMARI: I don't know what the good of the statement is unless you're -- let me start. Q. Do you recognize this? A. This document, I don't. Q. Do you recall making a presentation in connection with an earnings discussion? A. Yes, we make a presentation. Q. And those presentations are transcribed; isn't that correct? A. Factset transcribed them, yes. Q. And Bank Of America keeps copies those transcriptions, doesn't it? A. I don't know if we do or not. It is their business not ours. Q. Who is Kevin Still? A. I don't know who Kevin Still is. Kevin Stitt is the head of investor relations? Q. Do you think he keep copy of these docks? A. He very well may. You have to ask. Q. It start off remarks Brian T. Moynihan president and chief executive officer? A. Yes.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. That is transcript of statements that you made? MR. ROSENBERG: Objection, no foundation. A. It is Factset's -- I mean it is their recording of what we made in their transcription. Q. Do you have any reason to believe they do a lousy job? A. I don't have any reason to have any opinion on their capabilities. Q. You give these presentations, don't you? A. Yes. Q. You expect people to read the transcripts don't you? A. Yes. Q. You expect people to rely on this material, don't you? A. Sure. Q. And like with all of your other materials, you're careful with what you say here? A. We are. Q. Turn to page two of the transcript.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL about how to assess rep and warranty exposure at Bank Of America; isn't that right? MR. ROSENBERG: Objection to the form. A. We provide the information in the record that we had about the claims. Q. And you wanted the public to know about that information, right? A. We put it in our presentations. Q. Didn't you think that that was confidential information? MR. ROSENBERG: Objection to form. A. I think it is information that we put in the public record. Obviously we didn't mean to keep it confidential because we did it. Q. Specifically you didn't think that information about representation and warranty exposure was confidential; is that right? MR. ROSENBERG: Objection to the form. A. We put what we put in the documents. They speak for themselves. Q. I know the documents speak for themselves, I want to find out if you regard what

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL The sixth paragraph down. A. Yes. Q. You say, "We have seen the delinquencies and charge-offs in the mortgage products stabilize also." Do you see that paragraph? A. Yes. Q. What did you mean by that? A. We had seen the delinquency and charge-offs in the mortgage products stabilize meaning that they weren't going up. Q. Is that a good thing? A. Yes. MR. ROSENBERG: Objection. Q. And it goes on to say, "We are going to provide you a lot of data later in our presentation to help you assess the future costs from reps and warranties." Do you see that? A. Yes. Q. And that was something that you intend to do? A. That is something that -- I goes so, yes. Q. Provide information to the public

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL you were putting in here is confidential information? A. No, because we put it in the public domain, sir. Q. This type of information in your view is something for the public; is that right? MR. ROSENBERG: Objection to the form. A. The information in the public is something for the public. Q. Then it goes on to say, "But the one thing that we want to be clear is that when we look at the rep and warranty claims and the claims by the various investors, we are not going to just put this be behind us to make us feel good." Do you see that? A. Yes. Q. What did you mean by that? MR. ROSENBERG: Objection to form. A. What I said. Q. What does it mean we are not going to put it behind us just to make us feel good? A. We are going to guard or shareholders money.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. You're going to make good business decisions, in other words? A. Correct. Q. And then it says, "We are protecting your money, we are protecting the shareholders money and we are going to make sure that we'll pay when due. But not just do a settlement to move the matter behind us." Do you see that? A. That is what it says, yes. Q. So you were prepared to pay monies when they were due; is that correct? MR. ROSENBERG: Objection to the form. A. That is what it says, yes. Q. And you agree that is what you were going to do? I? A. That is what it says. MR. ROSENBERG: Objection to form. Q. You would pay settlements when they were due? A. When they were due. MR. ROSENBERG: Objection to form. Q. You were talking here on behalf

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Sir, we could go back over all of that. The answer is we -- the record speaks for itself. We entered into a settlement with Assured. Q. I know you settled with Assured. I'm trying to find out if you felt you were paying a legitimate claim at that time? MR. ROSENBERG: Objection to form. A. We settled a bunch contracts with them. They are very different obligations and that is what we did. Q. As far as you personally were concerned, that represents your views throughout the time that you had any responsibility for this sort of thing; is that right? MR. ROSENBERG: Objection to form. What represents? A. My view is that we, based on all the assessment of all the things that we look at, from the validity of claim, from who is making a claim, from a legal entity, all of that stuff we look an, and then we make a decision. And that decision a based on advice of our counsel in terms what we settle and what we don't in our decision.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Bank Of America? MR. ROSENBERG: Objection to form. A. Subject to all the claims and responsibilities and rights and obligations and everything that goes on in everything, yes. Q. And coming back to we will pay when due, that is what I meant before when I asked the inarticulate question, it was your intent to pay legitimate claims? MR. ROSENBERG: Objection to the form. A. The answer is we will pay legitimate claims. The definition of legitimate has many, many factors in it and we will make the judgment one claim at a time. Q. You will make sure that the claim legitimate but you will pay it if it is? MR. ROSENBERG: Objection to the form. A. Or we will exercise other rights that we have that are available to us of which are vast. Q. Was that the case in the case of the Assured settlement?

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. At the end of the day if it is a legitimate claim you were going pay it? MR. ROSENBERG: Objection to the form. A. At the end of the day the definition of legitimate has a lot of factors. And if we decide it is in the best interest of our shareholders, we will pay it. Q. This doesn't use the word legitimate, right? A. I don't know what -- you want me read it back to you I will read it to you? Q. Yes. A. It says, "One thing we want to be clear is that when you look at the rep and warranty claims and the claims by the various investors we are not going to just put this behind us to make us feel good. We are protecting your money and protecting the shareholders' money and we will make sure that we will pay when due, but not just do a settlement to move the matter along." Q. That is what you meant when you were talking in The New York Times and you said we

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL will stand behind it and we will clean it up? MR. ROSENBERG: Objection to the form. A. Sir, that is a -- you're saying that, I didn't say that. Q. You didn't say that to the New York Times? A. I said it to the New York Times. You said that is what I meant and I'm saying that is not what I meant. Q. You meant something different when you said "our company bought it and we will stand up and we will clean up it"? A. I meant that we have every aspect of this we think through exactly what we are going to do a make a decision based on what is the best interest of our shareholder in every single aspect. The day to day work we do, the claims that we pay, everything that goes on. Q. As I said before, when you made this statement, you made it with full knowledge that the public would rely on it; is that right? MR. ROSENBERG: Objection to form. A. We made the statement based on that

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL you a magnify glass if you need it. This is an exhibit, this is Exhibit 3365, and starts with an e-mail from Dan Frahm to Scott Schneider, among others. That includes an e-mail from Scott Schneider subject of which is New Request From Moynihan. The date is February 21, 2010. The document is 79573. And I specifically want to refer you to a page BAC 0079579 and the e-mail is from you to Barbara Desoer. A. Right. Q. Do you see that? A. Yes. Q. Do you recall this e-mail? A. I could see it's an e-mail. I don't recall it. The exact e-mail. Q. Can you tell me what that e-mail is about? A. It is about modifying people's mortgages it seems. Q. Is this in connection with one of the settlements that you were entertaining? A. No. This is just in the work that we do. Q. And then at the bottom it says, "I

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL was our intention then and that is our intention now. Q. You're careful about your statements, right? A. I think I answered that before. Q. You answer that yes. A. I did. Q. And it is still yes? A. Yes. Q. Now, you use the words clean up many times when talking about Countrywide; isn't that true? MR. ROSENBERG: Objection to form. A. I have used the statement before, yes. Q. And specifically in talking about Countrywide? A. In talking about the work that comes from in the mortgage business I have used it many times and I have used it about Countrywide. MR. CALAMARI: (Exhibit 3365 for identification, Document Bates stamped 79573.) Q. This is another one we will offer

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL want to keep stressing that we are cleaning up someone else's mess." Do you see that? That is the next to last paragraph? A. Yes. Q. Then it goes to say "I'm leading to a bad bank consent here." What was the bad bank? A. That we split the company into legacy asset servicing to isolate the assets that we would produce again the products, we still do that today, away from the business that we want to have going forward. Q. The bad bank was the legacy business? MR. ROSENBERG: Objection to the form. A. From all the prior entities and products that were going to be discontinued, etc. Q. That was the business that was all going to be discontinued? MR. ROSENBERG: Objection to form. A. In some respects, yes, mostly, yes. Q. Mostly yes. That is what we talked about before, CFC was essentially not going to have any business?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. This has nothing to with CFC. This is a division, an operating division of the company. What legal entity it is working for, you have to get somebody else to look at it. Q. It goes on to say, you say it has nothing to do with CFC, but it then says, "Isolating in the past from how we operate now and how we believe the business ought to be done, and the pass being in the bad bank or legacy which is a problem that we are solving for America." A. Right. Q. Do you see that? A. Yes. Q. So you looked at it as solving this problem not just for Bank Of America but for all of America? A. It is cleaning up and getting people through the difficulties that we had in the mortgage business. Q. It is goes on to say, "which is a problem we are solving for America." I read that. "I know this is motherhood and apple pie to some degree, but we need to shape the discussion better in the world's mind."

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL you see that? A. Right. Q. So you were trying to distinguish legacy Countrywide from Bank Of America going forward? A. We -- we were trying to distinguish the legacy Countrywide practices and products that we no longer continued and were cleaning that up. Q. Now, I showed you one quick earnings report. You participated in numerous earnings discussions in which reserves for Countrywide were discussed; is that right? A. I participated in numerous earnings discussions. I'm not sure what you mean by the second half of your question. We discuss all our reserves in our financials for all types of things. Q. So let's go down the exhibit that we currently have an turn to page seven of the earnings report. And then it in turn -- let me just read it says "Turning to slide 23 you can see the total rep and warranty expense in the quarter was 872 million down from the 1.2 billion in the prior quarter." Do you see that sentence?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL So you're trying to get across to the world that you were doing America a favor? MR. ROSENBERG: Objection to the form. A. No. We are trying to get across to the world's mind that we are actually modifying loans. The company was saying we weren't modifying loans fast enough, we weren't doing any work, we weren't cleaning this up for legacy Bank of America, for legacy Countrywide, for legacy Merrill, and this was a statement saying that we had to start to produce facts that would say how hard we are working on this. Q. You said you didn't think that the bad bank was we are referring to Countrywide? MR. ROSENBERG: Objection, mischaracterizes the testimony. A. I didn't. I said it was referring to the asset, the products that we were not going to continue. Q. So, above it says just above the beginning of this second to last paragraph it says "Also can we get stats that say all the people in 50 plus this number are legacy Countrywide." Do

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Yes. Q. Then it goes on to say, "The reserve increased in approximately half a billion to 4.4 billion." And then it says "Our unresolved repurchase requests totaled approximately 12.9 billion of which 6.8 billion or 53 percent are from GSEs." Do you see that? A. Yes. Q. What are GSEs? A. The government, Fannie Mae and Freddie Mac. Q. So, if 53 percent of 6.8 billion were from GSEs, where were the rest? A. From people other than GSEs, I assume. Q. Do you have any knowledge as to who they were from? A. I mean you can go to the document and see they are from other private label people, etc. Q. That includes monolines? A. We could go to 23. This is not me talking just so -- this is not me speaking at this time.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. I understand. But you were there, weren't you? A. I'm just saying it is not me. So this page, referring to the document layout, it lays it out. Q. We will get to that document. You don't know who it is from, though, off the top of your head? You need to look at another document. A. It says right here. That's because it's referring to this document. The slide has on it, GSEs and monolines and other. MR. ROSENBERG: The witness is referring to Exhibit 3346. THE WITNESS: Page 23. Q. That includes monolines, right? A. The word monoline is there, yes, sir. Q. You have no reason to believe that is wrong? A. I don't have any reason to believe it is wrong. It says monoline. You asked me the question. Q. Then it says "There have been a number of questions raised about the reps and

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Of the transcript? Q. Yes. A. Okay. Q. Near the top it says that, right at the top the first sentence that actually begins on the page says, "Also certain monoline insurers have instituted litigation against Countrywide and Bank Of America which further constrains a normal business relationship. Without this engagement we believe it is not possible at this time to reasonably estimate future repurchase experience and therefore the liability that may exist in connection with these securitizations." Do you see that? A. Yes. Q. So, is it fair to say that the reserve estimates here that are set forth in this document do not include reserves for liability from monolines in litigation with the Bank Of America? MR. ROSENBERG: Objection to the form. A. It says that, "Also certain monoline insurers have instituted litigation

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL warranty exposure that exists across the industry and specifically at the Bank Of America. We have addressed this topic in the passed in both our forms 10-K and 10-Q and on our prior earnings calls, but given the level of discussion we thought it made sense to lay it out the components for you today." Do you see that? A. Yes. Q. And again it was your intent to lay out the components of these reserves to the public; is that right? MR. ROSENBERG: Objection to the form. A. This page 23 and the stuff in the earning slides, yes. Q. That is a pretty clear summary of the reserve position as of that day? A. It was a summary of what's -- yes, this is speech going from the slides on page 23. Q. And then if you go to page eight of the presentation. Now if you -- now let me see one thing. If you go to page nine. A. Of what? Q. Of the presentation.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL against Countrywide and Bank Of America which further constrains a normal business relationship. Without this engagement we believe it is not possible at this time to reasonably estimate future repurchase experience, and therefore the liability that may exist in connection with these securitizations." That is what it says, yes, sir. Q. I know that is what it says because I read it and you read it too. I want to know what it means. Does it mean that the reserve numbers don't include, for example, claims that MBIA has made? A. You have to go back at this time exactly where we stood with the people, the basic principal was for the people in litigation. I don't think they were included. Q. It didn't include those reserves? A. Right. Q. So if there is a reserve for liability for the people in litigation, it would be somewhere else but it's not here? MR. ROSENBERG: Objection to the form. A. It could be, yes.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. And equally where were these reserves booked? A. I don't know from the legal entity basis, if that is your question. You have to get someone that knows where they are booked exactly. Q. Let's turn to page 22 of the presentation, I'm sorry, which is Exhibit 3365. MS. ROEDER: I think it is 64. Q. Looking at that presentation, the title on page 22 is Mortgage Banking Revenue, is that right? A. Yes, that is the title. Q. That is the mortgage banking revenue from Countrywide -- I'm sorry, that is the mortgage banking revenue from Bank Of America Home Loans, right? A. It is mortgage banking revenue for Bank Of America. This is a line in a P&L, so it is for the whole corporation which goes on various entities. Q. But the only revenue in this area was coming in from Bank Of America Home Loans; is that right? MR. ROSENBERG: Objection to form.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL entity, that legal entity is not Countrywide Financial Corp., is it? MR. ROSENBERG: Objection to the form. A. I don't -- the legal entity is -- I don't know the legal entity. It is produced under Bank Of America Home Loans. In this revenue line are wealth management business, the MSR results sometimes come through the investment portfolio, but this is the Bank Of America P&L that we are talking about here. Q. Exactly. And these reserves have been charged and these expense have been charged against these revenues? And just so I can make it clear -A. On a consolidated basis, sir. Q. So it says under commentary "Versus second Q 10, mortgage banking revenue increased 857 million versus second quarter 10." Right? A. Yes. Q. And again that is the mortgage banking revenue for the most part of Bank Of America Home Loans? MR. ROSENBERG: Objection to the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I'm not sure that you're correct on that. Q. Do you know of mortgage banking revenues that were coming in in CFC? A. I'm not talking about legal entities, but our other lines of business, wealth management business produces some mortgage loans. Q. It could be other businesses of Bank Of America that produce mortgage loans? A. Correct. Q. But the principal business producing mortgage loans was Countrywide Home Loans, right? A. No. MR. ROSENBERG: Objection to form. Q. I'm sorry, you're right, I'm wrong. It was Bank Of America Home Loans? A. This revenue -- that is the brand name, yes. The legal entities you have to, again, it is booked by a legal entity based on where the assets are. Q. That is the brand name? A. Yes. Q. And that is also in terms of legal

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL form. A. This is the P&L line in the Bank Of America Corporation consolidated financial statement labeled mortgage banking revenue. Q. Correct. A. That is what it is. Q. Again I will come back to that. That revenue for the most part is generated by Bank Of America Home Loans? A. The brand, yes. The mortgage business. Again -Q. You don't know who holds the mortgage business. The mortgage business as far as you're concerned could be held in a 47th tier subsidiary in Cayman Islands, right? MR. ROSENBERG: Objection to the form. Q. You don't know who holds the mortgage business? MR. ROSENBERG: Objection to form. A. The legal entities that make up the mortgage business is not something that I track. MR. CALAMARI: Let's take a break now because I'm about to search for a chart that

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL might clear all of this up. MR. ROSENBERG: So you're going to change the tape. MR. CALAMARI: Change the tape, yes, he will have to do it in a few minutes anyway. MR. ROSENBERG: I just don't want to have to stop again. MR. CALAMARI: I agree with you. THE VIDEOGRAPHER: We are off the record the time is 4:48 p.m. and this is the end of tape number two. (Recess taken.) THE VIDEOGRAPHER: We are back on the record the time is 5:11 p.m. and this is the start of tape number three. BY MR. CALAMARI: Q. You mentioned before that over time BAC's reserves -- I'm sorry, Bank Of America's reserves have increased with regard to rep and warranty liabilities. MR. ROSENBERG: Objection to form. A. I mentioned that, yes. Q. And what are the facts and

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Page 18 you said? Q. Yes. A. Okay. Q. The question is as I said, I'm paraphrasing, but in effect it says what Bank Of America is not going to do is have somebody that bought a Chevy Vega but wants a Mercedes with a 12 cylinder to be returned to it. You're not going to put up with that. Is that a fair characterization? A. Why don't I read it to you to make it simpler. Q. Go ahead? A. This what the transcript says "But if you did think people that come back and say bought a Chevy Vega, but I want it to be a Mercedes with a 12 cylinder, we are not putting up with that." Q. What about the people that bought a Chevy Vega and got a tricycle, what are you going to do about those people? MR. ROSENBERG: Objection to form. A. The intent of this was saying if people, if the securities were structured in a way that the investors wanted them structured and the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL circumstances that went into the decision to increase those reserves? A. It's an assessment of the facts and circumstances each time we close the books. Q. Do developments in the legal proceedings affect the change in the reserve? A. They would affect the changes in -they would -- they would be one of the factor among many. Q. Was the decision in this case regarding causation one of those factors? A. Not -- I don't have any knowledge of that. Q. In the earnings transcript, Exhibit 3363, on page 18 about a third of the way down the page there is a quote from you, and I won't go through the whole quote, but basically you say you're trying to protect your shareholders against somebody who bought a Chevy Vega and he wants to be given a Mercedes 12 cylinder in return. Do you see that? A. I don't know where you are, sir. Q. The third paragraph before the end of page 18 where it says "Answer Brian Moynihan".

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL products were there, that is what they were meant to be. That is the test. Q. I guess I'm a little confused by that answer. Is what you're saying maybe a refrain of something that we said a couple of times, namely that if there is a legitimate claim it will be paid? A. No. What I'm saying is that if the standard of the security or the asset was supposed to be X and it was X, that we are not going to pay it even though that X may have turned out to be different than what people wanted it to be. Q. But I'm asking the inverse of that. What if the standard was supposed to be X and it was not X, what are you going to do then? MR. ROSENBERG: Objection to form. A. There is a whole bunch of things factors in all of this, in terms of how much that happens, what happens, what the rights are, what the legal entities are. All of that stuff. So there is a thousand factors that go into -- this is saying that if the asset was exposed to be X and it wasn't X -- if the asset was supposed to be X and it was X, just because people wanted Y, we

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL are not going to pay them for that. Q. I noticed no where in all of these discussions you mention anything about legal entities. We only talk about Bank Of America Corporation. Is there a reason for that? MR. ROSENBERG: Objection to form. A. Just it's a Bank Of America earnings call. Q. And you're concerned with Bank Of America liabilities? MR. ROSENBERG: Objection to the form. A. We are concerned we are talking about Bank Of America, including all of its legal entities and all of its people and all of its customers and all of its prospects and all of its earnings and all of its balance sheets. Q. You're not trying to get people to think that you're going to pay for claims that you're not going to pay for; is that right? MR. ROSENBERG: Objection to form. A. I don't know what the question was. Q. You're not trying to mislead people in any way? A. I said that before, no.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL forward, and that may move stuff that would have occupied later on forward." And that goes on a while. But the question that I want to ask you starts with it start says "So, if you look at the resolution type of thing and look back across the quarters that we gave you, it is half billion, half billion, half billion. So those are the kinds of numbers that would be more recurring. The last couple quarters we had some sort significant movement in terms of catching up to some pieces, so the danger here is it could be lumpy, so don't, but on average that is what we saw." By saying those things are you saying they should expect about a 500 million a quarter increase in reserve going forward? MR. ROSENBERG: Objection to the form. A. I think I'm saying the other thing. I'm saying it could be lumpy. Q. Okay. So when you say -A. On the resolution. Q. So if you look at sort of the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. On page of the same transcript, page 23, you have a quote that says, it starts right at the top. "The activities from the put backs but it relates to those periods in time of origination as opposed to the new activity of new underwriting of loans is not producing any activity" and then there is little interruption and then you go on, "of magnitude and what I'm trying to say, so the pig and the snake is sealed off now. Now the question is we have just got to work it through and that is going to take time." What did you mean when you said the pig and snake is sealed off? A. What I'm saying is that the underwriting standards of our company and the industry changed in 2008 and so originations after that period of time had delinquencies were very low, etc. Q. If you go back to page 22, also a quote from you, it says "If you take out sort of the ups and downs and look back, you can see 500 million issued a quarter. And I have said that Mike on occasion it is just going to be lumpy because as we gave data we will move something

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL resolution type of thing and you look back across the quarters we gave it's half billion, half billion, half billion, so those are the kind of numbers that would be more recurring. Did you mean then it was half billion every quarter plus lumpy numbers? A. No. It was reflecting claims cost, there is lot of different things running through this. So I'm not sure in the context. I said there would be lumpy provisions. Q. Going back to pages 22 and 23. MR. ROSENBERG: Of what exhibit? Q. Of exhibit, the chart which is 3364. On page 23 you show monoline -- I'm sorry, you show liability for reps and warranties, beginning balance, charge-off, other activity. And then you give some information about new claim trends, approved repurchases. And is it fair to say, again, I asked it before, but I will make sure. It is fair to say that these expenses were charged against the mortgage banking revenues; is that right? MR. ROSENBERG: Objection to the form.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I think -- yes, I think that repurchase liability goes through the mortgage bank revenues that we discussed earlier. Q. Going to a new exhibit, Quarter 4, 2010 earnings. MS. BEA: This is mark as Exhibit 3366 and 3367. (Exhibit 3366 for identification, Facet transcript dated January 21, 2011). (Exhibit 3367 for identification, Bank of America 4Q10 Earnings Results dated January 21, 2011.). MR. ROSENBERG: I note for the record again, two additional documents without a Bates number, not produced before this deposition. Note my objection to it, but I will not instruct the witness not to answer at this time. MR. CALAMARI: And I note for the record that both documents should have been produced by Bank Of America and apparently were not. MR. ROSENBERG: That is untrue. MR. CALAMARI: You produced one of

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL the deposition, and you haven't Bates stamped them, and that I have an objection to that. But I wasn't instructing the witness not to answer. Now if you have questions of the witness go ask your questions. MR. CALAMARI: I'm about to. I'm noting for the record that these documents should have been produced by Bank Of America and were not. MR. ROSENBERG: I disagree with that characterization. Now ask the question of this witness, please. MR. CALAMARI: Yes. I'm totally ready. Q. If you look at this, this is earnings report -- an earnings call that you participated in? A. It's a transcript of Factset of that, yes. Q. It's dated January 21st, 2011? A. Yes. Q. It's accompanied by a presentation again that Bank Of America prepared? A. There is a presentation on the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL these? MR. ROSENBERG: That wasn't requested. We could go into a long discussion about -MR. CALAMARI: I don't want to go into a discussion -MR. ROSENBERG: -- about the discovery process and how it was done. These weren't called for by the document protocol in discovery in our case, but we don't need to litigate it now. MR. CALAMARI: No we don't, so I wish you wouldn't have bothered to say it. MR. ROSENBERG: You one who raised the subject, Peter, go on with your questioning. MR. CALAMARI: I hesitate, I thought you first noted for the record your objection to using the document. You mean you're the only one entitled to note things for the record in this deposition. MR. ROSENBERG: No. MR. CALAMARI: I'm ready to question. MR. ROSENBERG: I'm noting for the record that you haven't produced these before

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL earnings, but it is not necessarily accompanied by. Q. It's a separate exhibit here, 3367? A. Yes, that is appears to be the earnings for the quarter. Q. And that is a presentation that is released to the public? A. Yes. Q. And the date of both the transcript and the presentation is January 21st, 2011? A. Yes. Q. And you participated in this earnings call? A. Yes. Q. And you were a principal speaker? A. Yes. Q. And again, when you said things on this earnings call you meant them to be true? A. Yes. Q. On page one on the bottom, it says I'm sorry -- next to last paragraph on the page. "On the credit side we released reserves this year of 7 billion during 2010, and while we know this is not core earnings it help offset some of the

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL costs of representations and warranties, about 7 billion, and other litigation costs and other matters during the year." Do you see that? A. Yes. Q. And when you see we released, who is we? A. The company. Q. And it goes on to say, "But even with the release of our -- even with that release our reserve coverage ratio at 1.6 times annualized charge-offs is the highest this company has had in many years." Do you see that? A. I see that, yes. Q. That was a true statement? A. Yes. Q. When talk about charge-offs what are you talking about? A. Credit charge-offs. Q. What were they due to? A. What do you mean what were they due to? Q. What caused the credit charge-offs? A. Consumers not paying back their debt on the assets that are on our balance sheet.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL asking about the mortgage banking income? Q. The mortgage banking revenues? A. Yes, that is a line item in a P&L. It is not a business. Q. Were they charged to the mortgage banking revenue? A. No, the reps and warranty would be the litigation to go through the expenses. Q. You said that quickly. But it looks like I understood it. You say the rep and warranty liabilities would go through the mortgage revenues and the litigation expenses would be handled through expenses? A. Let me. Rep and warranty would go through the line item in the P&L called mortgage banking income. And the litigation would go through the expenses in the P&L. Q. And does that include litigation settlements or just litigation costs? A. All of the above. Q. So, any -- so, just by way of example, I don't know if you have reached the settlement with Assured -- well, I don't know if you reached the settlement with Bank of New York

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. That is not related to representation and warranty liabilities? A. No, they two different things. Q. At page two of that transcript, the fifth paragraph down. A. Okay. Q. It says, "By far the biggest legacy issue that we continue to deal with" on this -with this -- "with is on the mortgage side." Do you see that paragraph? A. Yes. Q. And then later on in the paragraph it says, "This year we it took a total of 7 billion of representation warranty costs as to offset to revenues and a significant portion of our litigation expense this year was also due to mortgage issues"? A. That is what it says, yes. Q. And were those expenses again charged to the mortgage business? A. No. Q. Where were they charged in this instance? A. I'm going to take that you're

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL by this date, but just by way of example, where would the settlement with Bank of New York be booked? A. I have to go back and look at where it is booked. There are many different claims and many different things. Q. You don't know whether that would be booked against mortgage revenues or against expenses? A. I could get someone to check it. I don't recall off the top of my head. Q. Go to page five of that transcript. You see the statement in the first full paragraph this begins on the page, but is the second paragraph on this page. "Home loans and insurance were significantly impacted by legacy costs including the goodwill impairment charge, reps and warranty expense, and litigation costs. Our first mortgage banking business, however, excluding these costs was profitability in the quarter." Do you see that? A. Yes, that is what it says, yes. Q. So taking the last first, the mortgage banking business had been profitable

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL without the legacy expenses and costs? MR. ROSENBERG: Objection to the form. A. Yes. That it what it says. Our first mortgage banking business -Q. What does it mean to say home loans and insurance was significantly impacted by legacy costs? A. That is the line of business that we report to the public. Q. And that line of business is held in a legal entity, is that not correct? A. My guess more than one. Q. Home loans is certainly held in a legal entity? A. It could be more than one. Q. And insurance would be in a separate one? A. It could be, it could not be. MR. ROSENBERG: Objection. Q. Go back to the second of those two exhibits, which was 3367, page 20. Page 20 you see at the top it says, "22.4 percent of loans sold have defaulted or are is severely

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL there are a couple of bullet points and subbullet points and I'm looking at the subbullet point two-thirds down the page it says, "A significant portion of this possible range of loss relates to loans originated through Countrywide, our acquisition." Is that right? MR. ROSENBERG: It doesn't say that. MR. CALAMARI: Did I miss a word. Prior to our acquisition, right. Sorry. A. That it what it says, yes. Q. That is your experience; is that correct? Namely these problems were generated for the most part by Countrywide practices from prior to the acquisition? MR. ROSENBERG: Objection to the form. A. This is -- this statement is talking about nonGSE loans involved in a possible loss. That is what it says. Q. That is your understanding? A. That is what the statement says, yes, sir. That is my understanding too, yes. Q. Go to 2011, quarter 2, 2011. MS. BEA: These will be marked as

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL delinquent."? A. That what it says, yes. Q. Now, put back claims are claims that transcend simply defaulted loans; is that right? MR. ROSENBERG: Objection to form. A. Potentially. Q. In fact put back claims can relate to any loans that don't comply with the reps and warranties; is that right? A. There is a lot of claims about it. There is lot of possibilities. That's one. There is many other things. Q. In estimating your reserves you don't limit it to only loans that defaulted, do you? A. We establish reserves based on a series of factors which encompass that and many other things. Q. Do you know what those factors are? A. All the types of things that he we talk about in or public statements in the 10-Qs and 10-Ks. Q. Further down on the page it says,

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Exhibit 3368 and 3369. (Exhibit 3368 for identification, Factset transcript dated July 19, 2011.) (Exhibit 3369 for identification, Bank of America Q2 Earnings call dated July 19, 2011.) MR. ROSENBERG: Same objection to the use of additional unBates stamped documents. MR. CALAMARI: Same statement regarding who should have produced them. Q. Turning to 3368 and particularly -well, let me ask you if you can -- if you recognize 3368? A. I do not. Q. This is a transcript of a presentation that was made respecting Bank Of America's earnings on July 19th, 2011? A. It appears to be that, from somebody else. Q. Do you remember making this presentation? A. I remember giving a -- we had an earnings call around that date. Q. The second document is a Bank Of

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL America presentation that is Exhibit 3369? A. That appears to be the earnings slides for the quarter. Q. And you recall preparing these slides or having these slides prepared? A. The chief financial officer has them prepared. Q. Page three of the transcript. A. Yes. Q. You can see at the middle of the page it says, "In all, as you can see from these materials, we took almost 20 billion in charges related to the mortgage business that has translated into a .90 per share loss in the range that we gave you a few weeks ago." Do you see that? A. I see that, yes. Q. Where was the 20 billion charge booked? A. In Bank Of America Corporation. Q. And the .90 percent share loss is Bank Of America shares? A. Per Bank of America share, yes. Q. These were predominantly expenses

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL things that we could do for our customers that would be beneficial. Q. How does that compare with the statements that you made about what a good acquisition it was? A. As I said, we have a great mortgage business. The problem is working through the issues with the delinquent borrowers. It is very touch on the customers and very tough on the company and very tough on the employees. It takes a lot of work, and the financial ramifications of all of that, including these charges. Q. Flipping through this chart, which is the chart that is exhibit, I shouldn't say the chart, the presentation that is Exhibit 3369. I notice there are on pages 14, 15, 16, some groups that were not mentioned in the earlier chart and these are consumer real estate services. Home loan businesses within CRES. Legacy asset servicing business within CRES. That were not in the charts, similar charts from 2010. Was there any kind of reorganization of the business units between 2010 and 2011 that you're aware of?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL caused by the Countrywide acquisition? A. Again, I wouldn't speculate at that. There was expenses settled cases and stuff, so I have to go back and check the record. Q. Is it fair to say that the majority of the expenses were caused by the Countrywide acquisition? MR. ROSENBERG: Objection to the form. A. In particular we put up other reserves during this quarter for specifically things not related to that. Q. Do you recall giving an interview where you said that not a day goes by when don't regret the Countrywide transaction? A. I may have said it, yes. Q. What did you mean when you said that? A. That we have 50,000 people in our company, more than 25 percent of the people working to help people through the most difficult thing in their life, and we would rather not being doing that right now. Not in terms of not accepting the obligation, but there is other

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Objection to form. A. Yes. We, as I said earlier, we took the from the line of business perspective and operational perspective we took the legacy asset and servicing business and separated it from the home loans business. And that is what this reflects. We restate the financials from the operating company. Q. In said of mortgage revenues now, you're referring to home loan business? A. That is not -- that is what I was trying to make clear to you before. Mortgage banking income is a line item in the overall P&L in the company. So you have line items in the P&L. This is line items broken up by the lines of business. This is two different presentations of the same information, so. Q. On page 35 you provide another summary of rep and warranty liabilities? A. Yes, that is what page 35 is. Q. And the footnote, the bullet under commentary says "Outstanding claims decreased 2 billion primarily driven by the Assured settlement earlier in the quarter." Correct?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I'm not sure where you are, sir. Q. Right-hand column under commentary the third bullet down. A. Yes. That says "Outstanding claims decreased 2 billion primarily driven by the assured settlement early in the quarter." Q. So, when I add it up by June of 2011 Bank Of America had announced a total rep and warranty expense of $22 billion over six quarters; is that correct? A. I don't think -- I'm not sure that is correct. But it was significant. I'm not sure that you have the numbers exactly correct. Q. In the second quarter of 2011 a loan you booked 14 billion in reserves for rep and warranty liability; is that correct? MR. ROSENBERG: Objection to the form. A. I have to go back and look at the exact financials. Q. I ask you to -A. It was 14 billion in the second quarter. Q. And you also announced reserves of

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Of that -A. Of the second quarter of the presentation. Q. Let me identified the exhibit so we know what we are talking about? A. Of 3369. Q. 3369, it's a presentation -- we are look at different documents? A. You were looking for the expense thing it is on page 18 of the prior document. It is laid out. Q. What does it say? A. It says second quarter 11 litigation expense, mortgage-related items litigation expense 1.9, mortgage-related assessment and waivers .7, goodwill impairment 2.6. Q. Let me give you -- let's look at the other exhibit that we just put in, Exhibit 3370. Presentation addressing legacy mortgage issues dated June 29th, 2011. Do you see that? A. Yes. Q. Let me ask you to go to page four

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL 4 billion additional for, among other things, litigation costs? A. Again, I have to go -- I have to go find it. Q. Page five. A. Are you asking about page five? Q. It is on page five. A. There is not -- I'm not sure what you're referring to. Q. I will have to put in another exhibit to give it to you. A. What are you asking about? Q. Just if you recall announcing an additional reserves for 4 billion for, among others things, for litigation costs? A. I don't know the exact number off the top of my head right now. Q. I will just give you one more exhibit. MS. BEA: Exhibit 3370. (Exhibit 3370 for identification, Presentation addressing legacy mortgage issues dated June 29th, 2011.) A. Actually if you look at page 18.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL of that exhibit? A. Yes. Q. And at the top it says, "Continued and substantial progress in addressing R&W exposure." A. Right. Q. The fourth bullet there says, "Total R&W exposure expense of approximately 22 billion over the last six quarters. Including expected second quarter '11 actions." A. That it what it says, yes Q. And that is correct; is that right? A. Yes. Q. The next page, page five, it says "Expect to record additional second quarter '11 mortgage items, additional 5.5 billion provision for R&W liability." That is rep and warranty liability. "for nonGSE exposure and to a lesser extent GSE exposure." A. That is what it says, yes, sir. Q. And then an additional 2. -- I'm sorry, additional $4 billion including litigation costs? A. It says including litigation costs

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MSR valuation charge and compensatory fees and assessment. It is related to foreclosure -- that is what it says, sir. Q. Is there anyway in your view that the Countrywide Financial Corporation had the assets to pay for any of this? MR. ROSENBERG: Objection to the form. A. Again, I don't have an opinion on that. You have to get the people who booked the things to take you through that. Q. Let me take you to another exhibit? MS. BEA: Exhibit 3371. (Exhibit 3371 for identification, Section of the Bank Of America 10-Q filed on August 4th, 2011.) MR. ROSENBERG: I note my continuing objection to use of documents without Bates numbers. MR. CALAMARI: Note my continuing objection to your not having produced these documents. Q. Exhibit 3371 is a section of the Bank Of America 10-Q filed on August 4th, 2011.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Do you see page 174, the third paragraph on the page it says, "The corporation has vigorously contested any requests for repurchase when it concludes that a valid basis for purchase claim did not exist and will continue to do so in the future. However, in an effort to resolve these legacy mortgage-related issues, the corporation has reached bulk settlements or agreements for bulk settlements, including settlement amounts which have been material with counterparties in lieu of a loan by loan review process." Then it goes on to say, "The corporation may reach other settlements in the future in opportunities arise on terms determined to be advantageous to the corporation. The following provides a summary of the larger bulk settlement actions beginning in the fourth quarter of 2010 followed by details of the corporation's representation and warranty liability including claim status." Do you see that? A. I see that, yes. Q. By the corporation here, there is no doubt you were referring to Bank Of America

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL And I have included page one and then pages 173 through 222. MS. ROEDER: There are additional breaks. Q. Well this is selected pages then from your 10-Q which is a voluminous document. Is this a document that you had a role in drafting? A. No. I would have reviewed it but I don't draft the 10-Qs. Q. It is a document that you reviewed; is that correct? A. Yes. Q. And it is also a document that you have personal responsibility for the accuracy of? A. We do. Q. When you say we do, you mean you personally? A. I do and the company does and the chief financial officer does. All the employees that certify it to me in the process do. Q. Once again the words chosen in these documents are chosen very carefully? A. Yes.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Corporation; is that right? MR. ROSENBERG: Objection to form. A. Yes. This is the issuer under the registration under the 10-Q, yes, the corporation. Q. And it is Bank Of America Corporation that has reached the settlements that are referred to in this sentence? MR. ROSENBERG: Objection to form. A. I think it refers to the 3,000 subsidiaries that we have in the company. This is collective term. Q. It's a collective term, but it refers to the overall corporation. It doesn't refer to any individual -A. And as a collected all of the activities you only talk about the corporation because it is the issuer. Everything else rolls up to it. So it is 3000 subsidiaries and this a collective statement about everything that went on in the companies' enterprise. Q. If you look at page 174 where it says, "Settlement with Bank of New York trustee". A. Right. Q. You see that?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Yes. Q. Again, it says "On June 28th, the corporation BAC Home Loans Servicing LP, BAC HLS, which was subsequently merged with and into BANA in July, 2011 and its legacy Countrywide affiliates enter into a settle agreement with Bank of New York Mellon. Do you see that? A. That is what it says, sir. Q. So in the subparagraph you're treating the corporation separately, are you not, from the affiliates? A. It lists the companies, sir. It stands for itself. Q. So the company itself entered into the settlement with Bank of New York as well as Countrywide Financial; is that right? MR. ROSENBERG: Objection to the form. A. Sir, as I said earlier, the settlement is going through a public court process and the legal terms are all well known. If you want to get somebody to come in and go through those with you, I'm happy to do it. This is what this document says.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL sir, yes. Q. You notice that it again says "On April 14th, 2011 the corporation, including its legacy Countrywide affiliates, entered into an agreement with Assured Guaranty." A. That is what it says, yes. Q. Again, Bank Of America Corporation actually entered into that agreement with Assured; is that right? MR. ROSENBERG: Objection to the form. A. Again, sir, I don't know the exact parties to the settlement agreement here. Because it is -- the corporation is making all of these statement because we are the issuer. Q. But it does say including its legacy Countrywide affiliates, so that would suggest that the corporation entered into the agreement? A. I'm going to make it easy for you. On April 14th -- it says exactly "On April 14th, 2011 the corporation, including its legacy Countrywide affiliates, entered into an agreement with Assured Guaranty Limited and subsidiaries

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. Can you give me a reason why you itemized the three entities entering into the settlement agreement here, but in the proceeding paragraph you just talked about the corporation generally? MR. ROSENBERG: Objection to form. A. The people drafting it would be the people doing it. I think it is just being precise, I don't know. Q. Is there any doubt in your mind that Bank Of America Corporation was a party to that settlement? A. Again you could look at the -- the settlement is not a mystery. It is being taken through the court. You can look exactly the parties. I don't know off the top of my head exactly which legal entities are parties. Q. This is a correct statement, isn't it? A. As far as I know, yes, that is. That's -Q. Go to page 177. You see it says "Settlement with Assured Guaranty"? A. That is what the document says,

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL (Assured Guaranty)." That it what it says. Q. What does that mean? A. It means what it says. That that is what happened. Q. So that means that the corporation, Bank Of America Corporation, entered into an agreement with Assured, correct? A. I don't know the exact parties to the agreement. This is about the company and its results in its position. The company does all of this, even if it is a specific subsidiary. Q. You notice below under government sponsored enterprises it says "On December 31st, 2010 the corporation entered into agreements with the GSEs." It doesn't say anything about including Countrywide affiliates in that sentence. MR. ROSENBERG: Objection. A. I don't know why it says that. I know what it says, I could read it just like you can. I don't know why the distinction exists. I don't off the top of my head. You have to get somebody to look at the agreements. Q. Well, are these agreements that you're willing to produce to us?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. You have to talk to our counsel about that. I'm telling you that this document is a 10-Q for our corporation. So everything the 3,000 companies do is part of what we disclose here. Q. When you say Bank Of America Corporation entered into an agreement, you mean Bank Of America Corporation entered into an agreement? MR. ROSENBERG: Objection to the form. A. That's what this says, and I'm not the person -- I'm saying this is the company saying we entered into an agreement among our 3,000 companies. I don't know exactly which entities did or didn't do it. Q. And you see no distinction between saying the corporation including legacy Countrywide affiliates entered into an agreement and between saying the corporation entered into an agreement? A. I see the distinction, but you're ascribing to a meaning that I don't know is right. Q. You did review this before it went

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. ROSENBERG: Subject to your reserving your rights to -MR. CALAMARI: I'm going to definitely reserve our rights, but I'm not going to -- assuming nothing miraculous happens in the next hour, I'm not going to say that we didn't have enough time to complete today. Notwithstanding your guy showing up late and the long breaks, I think we will complete. MR. ROSENBERG: Well the long breaks have been attributable to you looking for document. MR. CALAMARI: I don't think so. I think we have been sitting in the room. I think the reporter will testify that he has been going where are you guys to us. MR. ROSENBERG: I think that is a mischaracterization, MR. CALAMARI: I don't want do get into a fight because we don't look like we are going to have a fight over time. We are going to have a fight whether he has to get back when we get additional documents.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL out? A. Correct. Q. You understand that people read it and rely on it? A. I understand people read it and rely on it. Q. So you would expect that it would be accurate? A. I expect that if we paid the settlement amounts here, that is a material thing and we disclosed it. The legal entities I think you have to -- it is what it says. Q. And you have no other knowledge? A. I have no other knowledge. MR. CALAMARI: We have dinner coming in about ten minutes. I don't have too much more to go, but I need a break before we finish up. So, I suggest we take a break starting now and I will get organized. I would guess in the half hour to hour range. MR. ROSENBERG: And you will be done. MR. CALAMARI: I will be done subject to calling him back when we get the documents that you haven't produced.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL MR. HOLLAND: Peter, if we skip dinner how much time would you need? MR. CALAMARI: I still need 20 minutes to a half hour to get ready to make sure that I consolidate everything. You know it is more we have gone longer than we would to the normal lunch break. So, I need the time to get ready. MR. ROSENBERG: Okay, it is 6:15 now, when do you want to resume? MR. CALAMARI: 6:45, that should be enough time for us. MR. HOLLAND: And you think you will be done by 7:45 if we do that. MR. CALAMARI: I think we might, yes. THE VIDEOGRAPHER: We are off the record the time is 6:10 p.m. (Dinner recess taken at 6:10 p.m. )

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL EVENING SESSION 6:47 p.m. B R I A N T. M O Y N I H A N, resumed, having been previously duly sworn, was examined and testified further as follows: THE VIDEOGRAPHER: We are back on the record, the time is 6:47 p.m. BY MR. CALAMARI: Q. Can we ask you, Mr. Moynihan, to turn back to Exhibit 3363 and turn to page 24. The bottom of page 24 you see I had asked you a couple of questions about the Vega and the Cadillac earlier. And at the bottom of page 24 you make the following statement, "But the fact that the loan has performed for 36 months or more obviously is defect that said this was a problem with the origination is getting a little harder to prove. Specially on a no doc loan or something like that. So think through that." Can you tell me what you meant by that? A. What we were talking about in the context of this would have been if people paid for

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Q. So that was just an arbitrary number, you weren't meaning to suggest anything magic about 36 months? A. We were trying get them to think through the fact that these loans have paid a lot of payments before and a lot of them defaulted. Q. And as far as you were referring here, what you meant was that as the loan performs for a longer time it is harder to accept that there is a defect in it? A. I think that totally makes senses, yes. Q. But not that there couldn't be a defect in it? A. You want to play wordsmith. The answer it could be, it could not be. It depends on the facts of the case. Q. You also mentioned when you were talking about cleaning up messes about it being good for America. Do you recall that? A. Yes. Q. Your duty, is it not, is to Bank Of America and its shareholders? A. And its customers and its

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL three years -- what I said is if people paid for 36 months the chances of the defect being related to what they -- why they aren't paying you later after that I think are limited. Q. You said that the defect would be a little harder to prove. So by that I trust you mean that that doesn't mean that there still couldn't be a defect; is that correct?I? MR. HOLLAND: Objection. MR. ROSENBERG: Objection to the form. A. It depends on the facts of each case. Q. What did you mean it would be harder to prove? A. It's a loan by loan thing. If you went loan by loan the facts will be what the facts are. Q. And how did the 36 months relate to that? A. Just picked a period of time out of the air. Q. Just arbitrary? A. Longer than a month and less than 37.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL communities and its creditors and to its teammates and to a lot things. Q. So you might do something that is bad for shareholders if it is good for consumers? MR. ROSENBERG: Objection to the form. A. Ultimately you make that judgment and you factor in all of those factors, and we have to make sure. So if something is long-term good for consumers my guess for Bank Of America it would be long-term good for our shareholders too. Q. And equally with regard to other constituents that you just mentioned? MR. ROSENBERG: Objection to the form. A. We look at all the facts and circumstances. Q. I also asked you right at the beginning if you had discussions with the SEC regarding Countrywide matters. Do you recall that? A. I don't think you asked me that question. Q. Okay, well, then I will ask you

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL now. Have you had any discussions with the SEC regarding Countrywide matters? MR. ROSENBERG: Objection to the form. A. I had no such discussions with SEC. Q. And have you had discussions with any other regulators regarding Countrywide matters? A. We talked to our banking regulators about matters relating to our mortgage business, of course. Q. Was that you personally? A. No, the company would. Q. I'm asking you personally. A. I would have had discussions about the types of things that are in our earnings call with our regulators, yes. Q. And personally would have done that? A. When we are talking about earnings. Q. Do you know if either you or people at your direction have had conversations with the New York Insurance Department? A. People in our company met -- you

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL New York Insurance Department are not privileged; is that right? A. That is a legal matter for counsel. We have had discussions with the New York Insurance Department including the one today that you were at, I assume. MR. CALAMARI: I again jointly move to strike that last answer. Q. Again I'm only asking for independent discussions that your counsel may have had with the insurance department. A. They have had discussions with the insurance department. Q. Do you know what the substance of those discussions were? A. Not outside what the counsel told me on a privilege basis. Q. Is there any part of the former Countrywide business that is currently operating as an independent business from Bank Of America? MR. ROSENBERG: Objection to form. A. I don't know what you're asking, sir. Q. To your knowledge is any part of

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL met with members of our company today with the New York Insurance Department, didn't you? MR. CALAMARI: Should we jointly move to strike that answer? MR. ROSENBERG: I don't know why you're proceeding down this line of questioning him in the first place. If you want to strike the whole thing? MR. CALAMARI: No, I don't want to strike the whole thing. I think that answer both of us would want to have that stricken, but you can take it under advisement. MR. ROSENBERG: We will. Q. I'm talking about independent meetings that Bank Of America has had with the New York Insurance Department about the MBIA or Countrywide matters? A. I think our counsel has met with people and I think discussions would be subject to the privilege in terms of what I talked to them about. Q. Well, you're discussion with your counsel might be privileged, but the discussions that you would agree between your counsel and the

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL the former Countrywide business operation still operating under the Countrywide entity? MR. ROSENBERG: Objection to form. A. I still don't know what you're asking, sir. Q. Well, before Legal Day One, Countrywide engaged in several businesses; is that right? A. Yes. Q. A business in loan origination? A. Countrywide -- yes. Q. And a business in insurance? A. Yes. Q. And a bank? A. Yes. Q. And a loan servicing business? A. The best that I recall, yes. Q. Are any of those -- and all of those businesses were combined with Bank Of America businesses? A. Operationally. MR. ROSENBERG: Objection to the form. A. Operationally we combined

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL businesses. Legal entities, what runs through them you have to get someone to tell you about it. We have 3,000 legal entities, all the questions you're asking me today, I'm answering on behalf of the 3,000. I told you the same thing before, operationally, we operate things, but what legal entities it goes through someone else could answer. Q. What I'm trying to find out is whether any of the Countrywide businesses, and I think I named all of them, well I left out one other one, the one that you are probably most knowledgeable about, Countrywide Securities. Countrywide Securities -- Countrywide also ran a securities business, right? A. I don't know the legal entities structure that is left in those divisions. You have to get someone else that is closer to it. Q. I'm trying to ask a slightly different question. The different question is whether any of those businesses that were formally at Countrywide are still operating independently of a combination with Bank Of America? MR. ROSENBERG: Objection to form.

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL business that Countrywide was engaged in that are still operating independently as an independent line of business? MR. ROSENBERG: Objection to form. A. I don't know what you mean by independently. Q. In other words without regard to a combination with a similar Bank Of America business? MR. ROSENBERG: Objection to the form. A. Again, I don't know what you mean by independently. We own the stock of all of those subsidiaries and they operate -- there is not independent in terms of -- they operate as part of our family 3,000 enterprises. MR. CALAMARI: Let me introduce one more -- well not one more, but an exhibit. MS. BEA: This is 3372. (Exhibit 3372 for identification, Document Bates stamped BAC 1390.). Q. This is an e-mail from you to Amy Brinkley dated June 30th, 2008 and it's Bates stamped BAC 1390. Do you see that?

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. I don't know what you mean by independently of a combination of. Q. Well, you did say that the businesses had been combined; is that right? A. I said the operations, the people servicing the loans we put them in a single facility operating under a single loan servicing system. Loans where they are booked, again, you have to get somebody else could take you through that. I don't know where they are booked exactly. Q. And I'm only asking whether any of the general businesses that Countrywide did are operating independently, that is, without being combined with some similar Bank Of America business? MR. ROSENBERG: Objection to form. A. I'm saying we combined operations. I don't know what businesses are running in what legal entities. As we drive the business by line of business is now how I look at it. Q. I was trying to ask it without regard to line of business -- without regard to legal entities, just as to lines of business. Do you know of any lines of

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL A. Yes. Q. Do you remember this e-mail? A. I don't recall it. Q. Do you remember the subject matter of it? A. I don't recall. Q. Do you have any reason to suspect that you were seeking or discussing legal advice in connection with this e-mail? MR. ROSENBERG: Objection to the form. A. No, I don't recall. Q. You see there is a redaction at the bottom of the page? A. I could see the word redact is there, yes, sir. Q. Do you have any explanation of why a piece of an e-mail between you and Amy Brinkley would be redacted? MR. ROSENBERG: Objection, no foundation. A. I don't know. MS. BEA: This is Exhibit 3373. (Exhibit 3373 for identification,

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL Bloomberg article dated November 16th, 2010..) Q. I want to introduce a document dated November 16th, 2010. It's a Bloomberg article and it contains certain quotations from you. MR. ROSENBERG: Same objection to the use of a document in the deposition without a Bates number. Q. First of all, did you recall speaking to Bloomberg with regard to these issues? A. I don't recall speaking to Bloomberg. This is off, I think this is off the earnings call. Q. This is something off the earnings call? A. Yes, or something it says "During an investor conference held by a lender in New York." Some sort of conference. Q. Would that conference have been transcribed? A. I don't know. Q. It says at the top "It is day-to-day hand-to-hand combat Moynihan said today

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL to leave any blanks in the deposition. A. I think it says an investor conference, I think we do figure out what one it was. Q. A little further down the page it says, "There is lot people out there with a lot of thoughts about how we should solve this, but at the end of the day, we will pay for the things that Countrywide did, said Moynihan." Do you see that? A. That is what it says. Q. Did you say that? A. It's a quote, I assume that the reporter got it right, I don't recall. Q. It reflects your thoughts, does it not? A. It is what it is, I mean. Q. Did you mean it when you said it? A. That we end up paying a lot of money for Countrywide. Yes, we paid a lot money for Countrywide. In terms of operational cost, in terms of rep and warranty expenses, a lot of things. At Bank Of America we paid a lot of money in the 3,000 legal entities throughout our company

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL during an investor conference held by the lender in New York." Does this refresh your recollection as to the conference? A. It doesn't. Because it could have been a securities conference where I was speaking at somebody else conference. I don't know. I have to go back and check the dates. Q. Is there any way that you could check what conference that referred to? A. I don't know off the top of my head. Q. Would you have a calendar, for example, that might show the conference? A. Somebody could check the calendar, sure. Q. And who could check that? A. Counsel will check it and get back to you. Q. Get back to me? A. Yes. Q. If we leave a blank in the deposition somebody will fill it in? MR. ROSENBERG: I don't think we need

BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL and booked in appropriately in the entities and everything else that we talked about all day. Q. At the end of the day do you think Bank Of America is responsible for the legitimate Countrywide liabilities? MR. ROSENBERG: Objection to form. A. I think we will make a decision about what our responsibility is for each liability, what the merits of the claims are and make those decisions every single time based on the facts of the case. Q. If a claim is meritorious, no longer subject to contest, will Bank Of America pay it? MR. ROSENBERG: Objection to the form. A. We have lots of rights, lots of procedural rights, lot of contest, lot of the base and lots of the things that we will look at. You can't decide that in the abstract. We will make a decision on each one as it comes along.? MR. CALAMARI: If you give me about 30 seconds, maybe a minute, I have one last question and then we are done.

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL THE VIDEOGRAPHER: Off the record the time is 7:05 p.m. (Recess taken.) THE VIDEOGRAPHER: We are back on the record the time is 7:07 p.m. MR. CALAMARI: I have no further questions at this time. I reserve our right to reopen the deposition at the time we get the documents that we have demanded and that is all I have to say. MR. ROSENBERG: We reserve our right to object. And we also will designate this transcript a highly confidential. And I just have a couple of -MR. CALAMARI: Pending review, I trust? MR. ROSENBERG: Yes. I have just a couple of follow up questions. EXAMINATION CONDUCTED BY MR. ROSENBERG: Q. Mr. Moynihan, you were asked about Exhibit 3368 which was the July, 2011 earnings call transcript? A. Correct. Q. Do you remember being asked about

before. Other people would have where it's booked. MR. CALAMARI: Then nothing further with the same reservation I'm sure for both of us. THE VIDEOGRAPHER: This concludes today's videotape deposition. The time is currently 7:09 p.m. and this end of tape three and we are now off the record.. (TIME NOTED: 7:09 P.M.) _______________________ BRIAN T. MOYNIHAN Subscribed and sworn to before me this _____ day of _________, 2012. __________________________________

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BRIAN T. MOYNIHAN - HIGHLY CONFIDENTIAL that? A. Yes. Q. And do you remember you were asked about the $20 billion charge? A. Yes. Q. And you were asked where was the 20 billion charge booked, and I believe your answer was in Bank Of America Corporation. Can you explain what you meant by in Bank Of America Corporation? A. When we are giving our earnings release we are talking about the consolidated accounts of the entire company. So it's booked somewhere in the consolidated accounts of the entire company. So, all the subsidiaries and legal entities that we work through. MR. ROSENBERG: That is all I have. THE VIDEOGRAPHER: Any follow up counsel? MR. CALAMARI: Yes, just one. EXAMINATION CONTINUED BY MR. CALAMARI: Q. But you don't know where it was booked? A. I have answered that question

STATE OF NEW YORK ) Pg__ of__Pgs ss: COUNTY OF NEW YORK ) I wish to make the following changes, for the following reasons: PAGE LINE ____ ____ CHANGE: ______________________ REASON: ______________________ ____ ____ CHANGE: ______________________ REASON: ______________________ ____ ____ CHANGE: ______________________ REASON: ______________________ ____ ____ CHANGE: ______________________ REASON: ______________________ ____ ____ CHANGE: ______________________ REASON: ______________________ ____ ____ CHANGE: ______________________ REASON: ______________________ ____ ____ CHANGE: ______________________ REASON: ______________________ ____ ____ CHANGE: ______________________ REASON: ______________________

57 (Pages 222 to 225)

Merrill Corporation - New York 1-800-325-3376 www.merrillcorp.com/law

81b174af-b943-4493-9fb0-dba0b1b8c8b6

HIGHLY CONFIDENTIAL BRIAN T. MOYNIHAN - 5/2/2012
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CERTIFICATE STATE OF NEW YORK ) : ss. COUNTY OF NEW YORK ) I, WILLIAM VISCONTI, a Shorthand Reporter and Notary Public within and for the State of New York, do hereby certify: That BRIAN T. MOYNIHAN, the witness whose deposition is hereinbefore set forth, was duly sworn by me and that such deposition is a true record of the testimony given by the witness. I further certify that I am not related to any of the parties to this action by blood or marriage, and that I am in no way interested in the outcome of this matter. IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of ___________, 2012.

__________________________ WILLIAM VISCONTI

EXHIBITS DESCRIPTION PAGE (Exhibit 3363 for 138 identification, transcript of an earnings review conducted by various people at Bank Of America dated October 19, 2010.) (Exhibit 3364 for 138 identification, Bank Of America presentation dated October 19, 2010.) (Exhibit 3365 for 151 identification, document Bates stamped 79573.) (Exhibit 3366 for 174 identification, Facet transcript dated January 21, 2011) (Exhibit 3367 for 174 identification, Bank of America 4Q10 Earnings Results dated January 21, 2011.) (Exhibit 3368 for 185 identification, Factset transcript dated July 19, 2011.)
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EXHIBITS DESCRIPTION PAGE (Exhibit 3357 for 46 identification, e-mail. Subject is LCFC Equity Roll Forward Bates stamp number is 009591.) (Exhibit 3357A for 46 identification, CD.) (Exhibit 3358 for 49 identification, Capstone report.) (Exhibit 3359 for 64 identification, document Bates stamped BAC 71724.) (Exhibit 3360 for 128 identification, document Bates stamped 0079406.) (Exhibit 3361 for 133 identification, New York Times article dated December 11th, 2010.) (Exhibit 3362 for 137 identification, document Bates numbered MBIA 15685.)

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EXHIBITS DESCRIPTION PAGE (Exhibit 3369 for 185 identification, Bank of America Q2 Earnings call dated July 19, 2011.) (Exhibit 3370 for 191 identification, presentation addressing legacy mortgage issues dated June 29th, 2011.) (Exhibit 3371 for 194 identification, section of the Bank Of America 10-Q filed on August 4th, 2011.) (Exhibit 3372 for 216 identification, document Bates stamped BAC 1390.) (Exhibit 3373 for 217 identification, Bloomberg article dated November 16th, 2010..)

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Merrill Corporation - New York 1-800-325-3376 www.merrillcorp.com/law

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