EXHIBIT 29

From: Sent: To:

Roth, Eric M. Fliday, December 19, 2008 11 :53 AM Herlihy, Edward D.; Hein, Peter C.; Demma, Nicholas G.; Guest, Matthew M.; Kim, Richard

K.

Subject:
Attachments:

Further revised sclipt --PRIVILEGED AND CONFIDENTIAL 1329657_2.DOC

1329657_2.DOC (46 KB)

New version with Peter's commenls; plincipal change is to soften the punch line to stop short of saying won't go through with it. Obviously, this part turns on what the ultimate goal is: renegotiation or walk away. Also clarified that not all TARP money is irrelevant to tangible common equity (warrants do) and put paragraph re pre-merger
statements regarding Q4 and 2009 in brackets (not sure exactly what was said and MAC argument does not turn on it

anyway. Could delele that paragraph entirely.)

~ 3 /J.,/, J

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EXHIBIT

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Confidential Treatment Requested by Bank of America Corporation Confidentiallnformation Produced Pursuant to 10/14/09 Disclosure & Protective Order

BAC-502-WLRK 00002131

PRIVILEGED AND CONFIDENTIAL --DRAFT

SCRIPT FOR KEN LEWIS PHONE CALL TO JOHN THAIN
John, I am calling to express my grave concerns regarding MER's recent financial results. As you know, MER's financial performance has substantially deteriorated over the last few weeks. [When we signed the Merger Agreement back on September 15, you told us that, having aggressively addressed the company's CDO problems earlier this year, your expectation for the fourth quarter of 2008 was that MER would earn $ _ billion after tax and that it would earn $ _ billion after tax in 2009 .] But in recent weeks, it has become apparent that MER is going to suffer massive losses this quarter. Back in mid-November, you told us that you expected the company to lose about $5.3 billon after tax in Q4. On the afternoon of December 3, your team advised us that you expected the Q4 loss to come in at $7 billion after tax, and when the BAC team reviewed the numbers with the MER team that night, the projected loss was raised to nearly $9 billion after tax. Then, on December 12, your team advised us that you expected the Q4 loss would be closer to $12.5 billion after tax, which reflected, among other factors, huge new write-downs on your exposures to both mono line insurers and derivative product companies. When Neil Cotty met with you and Nelson on December 16, you confirmed these numbers to us. You also told us that, while most of the new-found losses were attributable to recent disruptions in the credit markets, the effect on MER's financial condition and results of operations will not be limited to Q4, but will continue to be felt through ne'-'1 year and into 2010. You advised us that you now expect that MER will not return to the levels of profitability you expected pre-deal until 2010.
1n the last few days, MER's financial position has continued to deteriorate. We are now being told [UPDATE WITH LATEST Q4 LOSS PROJECTION IN LIGHT OF LYONDELL, GOOD\VILL AND WHATEVER ELSE.]

The severe impact of these losses on MER's financial condition going forward - and the financial condition of the combined company in the event the merger closed-- cannot be overstated.

Confidential Treatment Requested by Bank of America Corporation Confidential Information Produced Pursuant to 10/14/09 Disclosure & Protective Order

BAC-502-WLRK 00002132

PRIVILEGED AND CONFIDENTIAL -- DRAFT
At the time we entered into the Merger Agreement, MER had tangible common equity of approximately $25.6 billion. As a result of MER's anticipated losses and goodwill write-downs this quarter, however, it has managed to burn some $13 billion of capital -or more than half of its tangible common equity - in a little over three months. [As you know, the $10 billion in TARP money that MER would receive from the government would have minimal impact on MER's tangible common equity, as most of it would come in the form of preferred stock] There is no question that this massive capital bum stands to reduce the overall earnings potential of MER for years to come: the reduction in tangible common equity means that MER must reduce the size of its balance sheet, and the reduction in MER's balance sheet means that MER will not be capable of generating the same level of earnings as the parties anticipated it would

when we agreed to merge.
We are aware, of course, that the current operating environment is a harsh one for all financial

services companies.
We are not blind to the fact that other major investment banks --such as Goldman Sachs and Morgan Stanley -have recently announced Q4 losses. But the losses at Goldman Sachs and Morgan Stanley- each of whom reported about $2.2 billion in losses on asset bases of$887 billion and $658 billion respectively- pale by comparison to the $_billion in losses that MER will sustain this quarter.

It is clear that the current market dislocations have had a disproportionately adverse ef feet on MER as compared to the other major investment banks.
Under the circumstances, BAC' s Board of Directors has serious concerns at to whether it can go forward with the proposed merger consistent with its fiduciary duty to BAC stockholders.

[IF GOAL IS TO RENEGOTIATE, CAN ADD SOMETHING HERE ABOUT HOW COMBINATION MIGHT STILL MAKE SENSE ON RENEGOTIATED TERMS.]

Confidential Treatment Requested by Bank of America Corporation Confidential Information Produced Pursuan1 to 10/14/09 Disclosure & Protective Order

BAC-502-WLRK 00002133

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