You are on page 1of 116

Joseph Zernik

1853 Foothill Blvd


LV, CA 91750
Tel: (310) 435 9107
Fax: (801) 998 0917
jz12345@earthlink.net
Pro Se Petitioner

UNITED STATES COURT


DISTRICT OF COLUMBIA

JOSEPH H ZERNIK
Petitioner CASE No 1:09-cv-00805
vs
KENNETH MELSON ET AL
Respondants

VERIFIED NOTICE #5: NOTICE #2 TO THE HONORABLE JEFF BOHME,


U.S. JUDGE, TX
PETITIONER FILES HEREBY NOTICE OF THE FOLLOWING RECORD:
NOTICE FILED IN THE COURT OF THE HONORABLE JEFF BOHM, U.S. JUDGE,
TX.

Dated: May 18, 2009 Respectfully submitted, by:


Digitally signed by
Joseph Zernik
DN: cn=Joseph Zernik,
email=jz12345@earthli
nk.net, c=US
Date: 2009.05.18
13:52:18 -07'00'
______________________
JOSEPH H ZERNIK
PRO SE PETITIONER

-1-
Joseph Zernik
1853 Foothill Blvd
LV, CA 91750
Tel: (310) 435 9107
Fax: (801) 998 0917
jz12345@earthlink.net
Pro Se Interested Party

UNITED STATES COURT


WESTERN DISTRICT OF PENNSYLVANIA

SHARON DIANE HILL CASE No 01-22574


Borrower

VERIFIED NOTICE #5: NOTICE #2 TO THE HONORABLE JEFF BOHME,


U.S. JUDGE, TX
PETITIONER FILES HEREBY NOTICE OF THE FOLLOWING RECORD:
NOTICE FILED IN THE COURT OF THE HONORABLE JEFF BOHM, U.S. JUDGE,
TX.

Dated: May 18, 2009 Respectfully submitted, by:

______________________
JOSEPH H ZERNIK
PRO SE INTERESTED PARTY

-2-
PRO SE PETITIONER in Zernik v Melson et al, U.S. Court, District of Columbia,
who is also Interested Party, case of Borrower Parsley, U.S. Court, Southern District of
Texas, and who is also requesting designation as Interested Party in case of Borrower
Hill, U.S. Court, Western District of Pennsylvania, hereby files1 Notice #5.
///
I.
TABLE OF CONTENTS
Alternative Cover Pages …………………………… 1-3
I. TOC …………………………… 4
II. List of Exhibits …….………..…………… 5
III. Request for Lenience by Pro Se Filer …………………………… 5
IV. Significance of the Records Noticed Herein …….………..……………. 6
V. Statement of Verification …….………..……………. 7
VI. Exhibits …….………..……………. 8
///
///

1
Copy is concomitantly filed with TARP Oversight Board, and with TARP Inspector General, as
a request for urgent investigation into matters related to TARP and the Bailout.
Copy is concurrently filed with Lawrence Summer, Director, U.S. President National Economic
Council
Copy is concurrently filed with Paul Volker, Chairman, U.S. President Economic Recovery
Advisory Board, as request for investigation of the allegation that widespread corruption in LA
County, California, involving Countrywide, gave rise, at least in part, to the sub-prime crisis.
Copy is concurrently filed with Carol E. Dinkins., Chairwoman, U.S. President Privacy and Civil
Liberties Advisory Board, as a request for investigation of alleged widespread corruption and
civil rights and human rights violation of historic proportions in LA County, California.
Copies are concomitantly filed with U.S. Congress, as a request for urgent hearings on
underlying matters.
Copy is concomitantly filed with the Israeli Embassy in Washington DC, with request for
monitoring and protection of the rights of dual citizen, Joseph Zernik, per Universal Declaration
of Human Rights, ratified International Law.

-3-
II.
LIST OF EXHIBITS IN CURRENT NOTICE
EXHIBIT 1. 09-04-15-NOTICE #2 FILED IN THE COURT OF THE HONORABLE
JEFF BOHM, U.S. JUDGE, TX.
///
///
III.
REQUEST FOR LENIENCE BY PRO SE FILER
While I make substantial efforts to comply with court procedures, and study
applicable law, I request special lenience as a pro se filer:
A document filed pro se is “to be liberally construed,” Estelle, 429 U. S.,
at 106, and “a pro se complaint, however inartfully pleaded, must be held
to less stringent standards than formal pleadings drafted by lawyers,”
ibid. (internal quotation marks omitted). Cf. Fed. Rule Civ. Proc. 8(f) (“All
pleadings shall be so construed as to do substantial justice”). (Erickson
v Pardus et al, 2007)
In particular, I am unqualified in assessing the validity of legal theories. I ask the
Honorable Court to ignore any irrelevant or erroneous legal theory I claim, and do take
into consideration the facts and the claims themselves, and if they can support some
other valid theory, assign such legal theory to them, and review them pursuant to such
valid legal theory (Haddock v Cal Board of Dental Examiner, 1985).
The Honorable Court is requested to entirely disregard my comments,
explanations, or legal arguments pertaining to such papers, when my writings appear to
be of the nature of legal theories, or legal arguments, and are deemed erroneous, or
irrelevant.
If it pleases the Honorable Court, let the Honorable Court act of its own volition
whenever permitted to do so by law:
a. To initiate action pursuant to the Code of Conduct of U.S. Judges, Canon

-4-
3B(3):
(3) A judge should initiate appropriate action when the judge
becomes aware of reliable evidence indicating the likelihood of
unprofessional conduct by a judge or a lawyer.
b. To act pursuant to Fed. Rule Civ. Proc. 8(f) “to do substantial justice” for
Plaintiffs who claim to have been inflicted substantial harms by the Los
Angeles justice system.
Dated: May 18, 2009 Respectfully submitted, by:

________________________
JOSEPH H ZERNIK
PRO SE PETITIONER
///
///

IV.
SIGNIFICANCE OF RECORDS NOTICED HEREIN
///
This notice provides on the one hand the outline of the alleged frauds that I was
subjected to by Countrywide, and later by Bank of America – albeit, I listed only the
major frauds, there were numerous alleged smaller frauds, which at one time I estimated
in a few dozens. On the other hand, this notice provides in Exhibits the lofty statements
of Angelo Mozilo, Sandor Samuels, Kenneth Lewis, and Timothy Mayopoulos
regarding their ethical standards and compliance with the law.
In fact, the petition alleges that they continue to this very day, all in concert, to
perpetrate frauds large and small, on me, on the U.S. Tax payer, and the U.S.
government.

-5-
Dated: May 18, 2009 Respectfully submitted, by:

BY:_________________
JOSEPH H ZERNIK
PRO SE PETITIONER
Joseph Zernik
1853 Foothill Blvd
LV, CA 91750
Tel: (310) 435 9107
Fax: (801) 998 0917
jz12345@earthlink.net
///
///
V.
STATEMENT OF VERIFICATAION

I, Joseph H Zernik, have written and re-read the foregoing:


VERIFIED NOTICE #5: NOTICE #2 TO THE HONORABLE JEFF BOHM, U.S.
JUDGE, TX.
I know the content thereof to be true and correct. It is true and correct based on
my own personal knowledge, except as to those matters therein stated as based upon
information and belief, and as to those matters, I believe them to be true and correct as
well.
The exhibits provided with this complaint under Exhibit 1 is a true and correct
copy of a record in my possession.
I make this declaration that the foregoing is true and correct under penalty of
perjury pursuant to the laws of the United States.
Executed here in La Verne, County of Los Angeles on this 18th day in May, 2009.

-6-
_____________________
JOSEPH ZERNIK
pro se Plaintiff

-7-
VI.
EXHIBITS

-8-
EXHIBIT 1
-9-
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 1 of 32

Digitally signed
by Joseph
Zemik
DN: cn=Joseph
Zemik,
) .~ ~mail=jz12345
@ea(thlink.net,

1 Joseph Zernik, in pro se c"'US


Date:
PO Box 526 2009.04.12
18:29:25 -07'00'
2 La Verne, CA 91750 United States District Court
Southern District of Texas
3 Tel: (310) 435 9 107 FILm
Fax: (801) 998 09 17 APR 1 5 2009
4 Email: jZ12345@earthlink.net
5
Michael N. Milby, Clerk
6
7
8
UNITED STATES BANKRUPTCY COURT
9 HOUSTON, TEXAS
10 WILLIAM ALLEN PARSLEY CASE #: 05-903-74
11
Borrower VERIFIED NOTICE #2 TO THE HON
12 JEFF BOHM, PURSUANT TO MEMO,
DOC #248, MARCH 5, 2008,
13 STATING:
14 ''THE COURT WILL CONTINUE TO VERIFY
TIlAT ITS TRUST IS WELL-PLACED."
15
OVERVIEW OF CONDUcr OF
16 COUNTRYWIDE, ITS OFFICERS & ITS
COUNSEL THAT RESULTED IN
17 DRIVING ME OUT OF MY HOME UNDE
18 THE THREAT OF FORCE, TAKING OF
MY PROPERTY FOR PRWATE USE
19 WITH NO COMPENSATION AT ALL,
LOSSES EXCEEDING $2.0 MILLIONS,
20 AND ALLEGED ONGOING
HARASSMENT, RETALIATION &
21
INTIMIDATION AGAINST ME TO THIS
22 DATE.
FULL DISCLOSURE OF SUCH ALLEGED
23 CONDUcr IS OF HIGH PUBLIC POLICY
24 SIGNIFICANCE RELATIVE TO THE
TRUE NATURE OF THE SUB-PRIME
25 SCANDAL AND BAILOUT.
26 TO BE FILED UNDER SEPARATE
COVERS: ESSENTIAL EVIDENCE IN
27 SUPPORT OF STATEMENTS IN
HEADINGS 1-12, BELOW.
28
April 12, 2009; NOTICE #2, RE: CFC/BAC
-1- William Allen Parsley, Borrower
Case # 05-90374

10/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 2 of 32

1 TO THE COURT OF TIlE HONORABLE JEFF BORM, U.S. JUDGE, HOUSTON,

2 TEXAS, TO PARTIES AND COUNSEL, AS NOTED BELOW:


3 I Joseph Zernik, am resident of Los Angeles County, Califonria, and citizen of
4 the United States.
1) I allege that Countrywide and its counsel, to this date, use against me court
5
schemes that were rebuked by this Honorable Court in the case of Mr Parsley.
6
2) Through such conduct Countrywide caused me to be driven out of my home
7 under the threat of force, for my property to be taken for private use with no
8 compensation at all, and cause me losses exceeding $2.0 millions.
9 3) Furthermore, Countrywide continues to harass, intimidate, and retaliate against
10 me to this date.
n III
A. LIST OF PARTIES AND COUNSEL
12 III
13 4) I deem the following parties as relevant to the issues at bar:
14 5) Countrywide Home Loans, len (CHL), Countrywide Financial Corporation (CFC),
15 Countrywide Bank, FSB (CBF) and more recently Bank of America Corporation
16 (BAC), Angelo Mozilo, Sandor Samuels, Kenneth Lewis III, Timothy Mayopoulos.
and the Audit Committee of Bank of America Corporation.
17
6) Counsel include, but are not limited to:
18
a. Sandor Samules, former Chief Legal Officer, CFC
19 b. Todd Book, Senior Vice President, Cousnel, Legal Division, CFC
20 c. Sanford Shatz, exact title unnknown, Counsel, Legal Division, CFC
21 d. CFC Legal Division

22
e. Timothty Mayopoulos, General Counsel, BAC
f. BAC Legal Department
23
g. Jenna Moldawsky, Bryan Cave, LLP (BCL) Santa Monica, California
24 h. John Amberg, BCL, Santa Monica, California
25 i. BCL, St Louis, MI
26 III
27 III
28 III
April 12, 2009; NOTICE #2, RE: CFC/BAC
-2- William Allen Parsley, Borrower
Case # 05-90374

11/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 3 of 32

1 B. PURPOSE OF THIS NOTICE


2 ///
7) This notice is filed pursuant to the Honorable Jeff Bohm's Memorandum Opinion
3
of March 5, 2008, stating:
4 "THE COURT WILL CONITNUE TO VERIFY THAT ITS TRUST IS WELL-PlACED."
5 8) I file these notices with the hope that following review of such notices, this
6 Honorable Court, of its own volition, consistent with its previous opinions and
7 decisions, would issue an Order to Show Cause to CFC, and to Sandor Samuels -
8 formder Chief Legal Officer, to Angelo Mozilo - former President, to Attorneys
Todd Book & Sanford Shatz - Legal Department, CFC; and to Tim Mayopoulos -
9
General Counsel; to Kenneth Lewis - President, Chair, and CEO, and to the Audit
10
Committee, BAC.
11 9) The reasons that the Honorable Court may choose to issue the Order to Show
12 Cause are as follows:
13 a. BAC and CFC, as well as Angelo Mozilo, Sandor Samuels, Kenneth
Lewis and Timothy Mayopoulos made various claims in Ethics Codes,
14
and/or in advertised commitments to fight frauds, and/or in Outside
15
Counsel Procedures, copied in Exhibits 1, 2,3 & 4 (p 25-103);
16
b. The Audit Committee of BAC is the ultimate guardian of the integrity of
17 operations at BAC;
18 c. BCL and its attorneys, as well as all others listed above who are licensed
19 attorneys, are bound by law, including, but not limited to Sarbanes-

20
Oxley act (2002) section 307, and by Codes of Professional Conduct to
adhere to certain standards relative to the conduct of litigations and/or
21
to certain reporting requirements;
22
d. The Honorable Court found in its memorandum opinion of March 2008
23 that countywide and its outside counsel's
24 " ... actions in the case at bar have shown a disregard for
the professional and ethical obligations of the legal
25 profession and judicial system";
26 e. Countrywide made certain promises to this court, aiming to ensure the
27 integrity of its litigation practices;
28 f. This Honorable Court stated in its memorandum opinion that it would

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

12/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 4 of 32

1 "continue to verify that its trust is well placed";


2 g. Credible evidence is provided in the first notice to this Honorable Court,
and in instant notice, that the Honorable Court's trust may have been
3
misplaced;
4 h. Better understanding of the nature of the sub-prime scandal and
5 conduct of Countrywide that led to such colossal loss to the u.s. tax
6 payer is of high public policy interest, and
7 i. As part of the merger-bailout, BAC is now allowed to grow beyond limits
8 previously set to protect the u.s. financial markets. Therefore integrity
of operations at BAC is more important than ever before.
9
10) Such Orders to Show Cause may seek the following: Why this Honorable Court
10
should not issue an Order to Compel each and every one of the parties listed above,
11 separately, to file with this Honorable Court a statement on the record -
12 a. To disclose which party, if any, engaged which counsel, if any, and when, in
13 affairs of Samaan v Zenrik (SC087400) and Zernik v Connor et al
14 (2:2008cv01550);
15 b.To disclose which counsel is/was/are/were authorized to represent which
16 party, if any, in court, and during which period;
17 c. To disclose who, if any, is/was/are/were attorney(s) in charge in each of
18 these two affairs and during which period;
19 d. To disclose whether engagement agreement(s), if any, included any "no
20 communications" clause(s), and
21 e. To provide answers on the 6 key records that I deemed the core of false claims
22 by Countrywide/BAC and its counsel, listed in Exhibit 5 (p 104).
23 11) These parties are refusing my multiple requests to answer any of these questions.
24 12)1t is my opinion that the answers would reveal material violations of the law.
25 13)1t is my opinion that full disclosure of the conduct of Countrywide in this matter
is of significance beyond the serious wrongs done to me, as an individual. Full
26
disclosure of the facts in this matter is of high public policy significance for the
27 voters and tax-payers across the u.s. to fully comprehend the true facts underlying
28 the sub-prime scandal and current bailout.

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

13/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 5 of 32

2 C. OVERVIEW OF CONDUCT OF COUNTRYWIDE AND OTHERS


3 III
1. Plan A initiated (Sept-Oct 2004)
4
Nivie Samaan falsely enters real estate purchase contract on my home & files false
5
6 mortgage applications with Countrywide
a) Assent to Contract
7
14) In August 2004 I had my residence listed for sale for ,..,$1.8 millions.
8
15) I had no business whatsoever with Countrywide, and I did not even recognize
9 the name.
10 16) Nivie Samaan, a resident of Los Angeles County was at that time employed as a
11 cosmetics saleswoman in a department store.
12 17) I am informed and believe that unbeknown to me at that time, her fiance, Jae
Arre lloyd (formerly Timothy lloyd Morrow), was a convicted felon, and had been
13
involved in the disappearance of the medical benefits funds of Skyline Funding, a
14
real estate and financial firm based in the San Fernando Valley.
15 18) Her fiance was also acting at that time as a "Loan Originator" for
16 Countrywide.
17 19) Unbeknown to me, her fiance also operated at that time an unlicensed,
18 unregistered branch of Pacific Mortgage Consultants (PMC), a loan brokerage firm,
in the Los Angeles area.
19
20) On September 4.2004 Nivie Samaan presented me, through my realtor, with an
20
offer to purchase my home. In such offer, she falsely represented herself to me as a
21
realtor who "close[s] a few properties a year".
22 21) In fact, she had no experience whatsoever in real estate transactions, as she

23 later admitted in deposition.


22) Given the fact that she was a realtor representing herself, I refused to entertain
24
her offer, absent a third party, arm's length pre-qualification.
25
23) On September 7. 2004, through my realtor, she presented me with a
26
Prequalification Letter. It was represented as written, verified, and faxed by Victor
27 Parks, loan broker for Pacific Mortgage Consultants (PMC).
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


-5- William Allen Parsley, Borrower
Case # 05-90374

14/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 6 of 32

1 24) Fraud expert opinion is that the signature on the letter was not that of Victor
2 Parks, loan broker, as it was falsely represented.
25) It is my opinion that the preponderance of the evidence shows that such letter
3
was never faxed by Victor Parks either.
4 26) Instead, it is my opinion, that such letter was the first example of the wire/fax
5 schemes in these transactions, where Samaan routinely impersonated her loan
6 broker, Victor Parks, in fax communications with me and with others.
7 27) It is my opinion that the facts above, as well as the underwriting history of
8 Samaan's loans make it abundantly clear that Nivie Samaan, a cosmetic
saleswoman, was far from qualified for the purchase of my home at -$1.8m.
9
28) On September 15, 20°4, I assented to a real estate Purchase Contract under
10
deceptive representations, by endorsing and dating Samaan's 2 nd Counter Offer.
11 29) On September 16, 2004, Samaan initialed and dated the same, acknowledging
12 acceptance of a fully executed the Purchase Contract.
13 b) Samaan's Loan Applications h003)
14 30) In such Purchase Contract, Samaan was required to act "honestly and
diligently to obtain designated loans".
15
31)In early October 2004, unbeknown to me in 2004, Sarnaan filed Uniform
16
Residential Loan Applications (1003s) for U.S. government-backed loans, with
17 CHL, San Rafael Wholesale Branch.
18 32) Such applications were for loans that were entirely different from those
19 designated in the contract.
20 33) In such loan applications, Samaan also represented herself as President and
21 Sole Owner of a corporation named "Spellbound Enterprise"
34) I later found out through a web search that such corporation was founded in
22
2004, the very same year, and was retailing through the web crystal balls, Tarot
23 cards, anointment oils, divining objects, and other consumer goods for followers of
24 the psychic and the occult. It was advertised as the "Supernatural
25 Superstore".
26 35) In such loan applications Sarnaan stated her income as derived solely from her
position as President and Sole Owner of Spellbound, and earning $400,000 a year.
27
28

April 12. 2009; NOTICE #2, RE: CFC/BAC


-6- William Allen Parsley, Borrower
Case # 05-90374

15/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 7 of 32

1 36) In deposition, Samaan admitted that her income at that time was from her
2 employment as a cosmetics saleswoman in a department store. In deposition she
never claimed any income at all from Spellbound Enterprise.
3
37) In other Countrywide papers Samaan was listed as earning $4,000,000 per
4 year.
5 38) In such loan applications Samaan listed herself as a Single Woman.
6 39) However, by the time that she filed the loan applications, she had stated in
7 written communications with me that she had married her fiance, Jae Arre lloyd.
8 40) Fraud expert opinion is that the loan broker's signatures on the 1003S, which
were represented as those of Victor Parks, were not Victor Parks signatures.
9
41)In deposition in 2006, Samaan herself admitted that loan broker Parks, whose
10
name and signatures appear on the loan applications had nothing to do with it, and
11 that she and her husband alone completed the loan applications.
12 III
13
2. Plan A fails (Oct 2004)
14
False data noted by Countrywide's San Rafael Senior Underwriter Diane Frazier.
15
16 a) .....Oct 4, 2004 - 1003S arrive at San Rafael.
17 42) On or around October 4,2004 the Loan Applications arrived in Countrywide.
18 43) At that time they were stamped "Received" with the respective date.
44) The exact date ofthese stamps on the 1003S cannot be read today, since the
19
stamps were defaced.
20 b) Oct 6,2004 - false employment data noted
21 45) On or around October 6, 2004, Diane Frazier, Countrywide's San Rafael Senior
22 Underwriter, duly assigned to the underwriting of Samaan's 1003S, detected the
23 false employment data.
24 46) Frazier detected the false data using web-based Yellow Pages reverse look-up,
exactly as noted in Countrywide's "Employment Re-verification" instructions.
25
47) She inserted a printout of the screen of the reverse look up, dated October 6,
26
2004, into the loan file.
27 48) Frazier also detected that Samaan listed "$0.00" as loan fees, where in fact her
28 loan fees per "Program Rules" were supposed to be 0.75% - or over $10,000.

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

16/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 8 of 32

1 49) Allowing waiver of such fees would have been contrary to the interests of
2 Countrywide's share-holders.
50) Allowing Samaan waiver of such loan fees would also raise concerns regarding
3
compliance with Fair Housing and Fair Credit laws.
4
51)Allowing Samaan waiver of such loan fees would also raise concerns regarding
5 compliance with "sound banking principles" per Regulation B of the FRB.
6 52) Frazier also noted other violations of "Program Rules": Samaan listed her
7 loan applications as "Reduced Documentation", but the loan amount that she
8 requested under such terms, by far exceeded that which was allowed per program
rules.
9
53) Furthermore, Samaan never filed a copy of the Purchase Contract with her loan
10
applications. Instead, Samaan filed an unverified letter titled "Supplemental
11 Escrow Instructions".
12 54) For all of these reasons, Frazier refused to issue any underwriting
13 recommendation on these 10 03s.
14 55) Frazier instead demanded new loan applications with correct loan fees listed, a
reasonable explanation for employment data, and a true copy of the purchase
15
contract - not an escrow letter.
16
56) Unbeknown to Frazier at that time, the contract terms in the unverified letter
17 titled "Supplemental Escrow Instructions" were different from the true terms
18 listed in the Purchase Contract.
19 57) Unbeknown to Frazier at that time, had Samaan filed a true copy of the
20 Purchase Contract, her loan applications would have been summarily denied, since
Samaan listed in the Purchase Contract her commission as part of the down
21
payment for the property, which is explicitly prohibited.
22 c) Samaan fails to comply
23 58) There is no evidence that Samaan ever complied with such underwriting
24 conditions set forth by Diane Frazier.
25 d) Oct 12, 2004 - 1003s re-scanned and re-stamped
26 59) On or about October 12, 2004 the old loan applications were scanned a second
27 time.
60) The old "Date Received" stamps from early October were defaced.
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


-8-
William Allen Parsley, Borrower
Case # 05-90374

17/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 9 of 32

1 61) New "Date Received" stamps were imprinted.


2 62) The new stamps were dated "October 12,200 4".
63) Such banking records were and are represented as "new loan applications".
3
64) Countrywide could never provide any explanation whatsoever for the double
4 "Received" stamps on Samaan's 1003S, and the defaced stamps either.
5 65) Given that compliance with Regulation B of the FRB is largely hinged upon
6 compliance with time frames and "Pipeline Reports" raise concern regarding
7 compliance in general.
8 e) Oct 14, 2004 - 1003S are suspended
66) The 1003s were not changed at all.
9
67) Therefore, Samaan still had the loan fees listed as "$0.00", while the correct
10
loan fees were 0.75%, or over $10,000.
11
68) No disclosures could be completed and presented to the applicant.
12 69) No disclosures could be signed by the applicant within 3 days, as required by
13 law.
14 70) Prior to the end of 3 days, on or about October 14. 2004, Diane Frazier, duly
15 assigned Senior Branch Underwriter, issued an Underwriting Letter, verified by
her hand signature, suspending Samaan's loan applications (1003).
16
71) Such suspension allowed Samaan 10 days to fix the loan applications.
17 72) Ifleft uncorrected, the loan applications (1003) were to be terminated at the
18 end of 10 days (October 25, 2004, sine October 24, 2004 was a Sunday).
19 73) There is no evidence that Samaan complied with the conditions set forth in the
20 October 14,2004 Underwriting Letter.
21 74) The loan files produced by Countrywide in fact show that Samaan never filed
new loan applications (1003) listing the correct loan fees and correct closing costs.
22
75) Samaan also never corrected the false employment data in her loan
23 applications.
24 76) Samaan also never filed any true copy of the Purchase Contract until an
25 unknown date later than end of business on October 25, 2004.
26 f) Concerns in re compliance at CHL and CFC
27 77) In October 2004 I had no knowledge of the nature of Samaan's loan
applications.
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

18/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 10 of 32

1 78) In October 20°4, needless to say, I had no knowledge of the nature of Samaan's
2 lOo3s underwriting.
79) In mid December 2006 I saw for the first time any records of Samaan's loan
3
applications and underwriting, in subpoena production that I inspected in my
4
counsel's office.
5 80) As is apparent from the records produced by Countrywide in subpoena, the loan
6 applications were never terminated on October 25, 2004, as stipulated by the duly
7 assigned Senior Branch Underwriter, Diane Frazier.
8 81) Instead, "Edge" the underwriting monitoring system falsely allowedMaria
McLaurin to assume underwriting privileges for such loan applications.
9
82) Such computer system must not permit such unauthorized underwriting
10
actions.
11 83) In October 25-29, 2004, McLaurin even communicated with Demetrio Gadi,
12 CFC Corporate Underwriting Supervisor, regarding her unauthorized underwriting
13 actions.
14 84) Mr Gadi on the one hand stated his disagreement with such unauthorized
underwriting actions by a Branch Manager in lieu of a duly assigned Underwriter.
15
85) Mr Gadi also instructed McLaurin to stop such unauthorized underwriting
16
actions.
17 86) On the other hand, on or about October 29, 2004, Mr Gadi failed to outright
18 reject McLaurin's unauthorized underwriting actions, and in fact, did not prevent
19 them from continuing, when he must have been cognizant that the 1003S were to
20 be terminated on October 25, 2004.
87) On or about October 29, 2004 and November 3, 2004, McLaurin also issued
21
Underwriting Letters from "Edge", with no authority at all.
22
88) McLaurin verified such unauthorized Underwriting Letters with her hand
23 signatures, but with no signature by a duly assigned authorized Branch
24 Underwriter.
25 89) Such actions were in contradiction ofMr Gadi's instructions.
90) The loan files fail to include any valid Underwriting Decision within the time
26
frames defined in regulations.
27
91)Up till January 2005, Maria McLaurin proceeded with unauthorized
28 underwriting actions relative to Samaan's 1003.

April 12, 2009; NOTICE #2, RE: CFC/BAC


-10- William Allen Parsley, Borrower
Case # 05-90374

19/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 11 of 32

1 92) In January 2005 such unauthorized loan applications (2005) were even
2 presented for funding by Countrywide Bank, FSB.
93) In January 2005, Countrywide Bank FSB summarily issued a "Denial Letter"
3
on Samaan's unauthorized loan applications.
4 94) Such underwriting conduct in the San Rafael Branch of CHL must be raise
5 concern regarding compliance with both banking regulations and also federal and
6 California state Fair Housing and Fair Credit Acts.
7 95) The facts regarding Samaan's 1003S were fully known by both CHL
8 management and the CFC Legal Division since mid 2006, and by Sandor Samuels
and by Angelo Mozilo since at least early 2007.
9
96) There is no evidence of corrective action ever being taken, or any reporting to
10
authorities.
11 97) Instead, Sandor Samuels, Angelo Mozilo, and various others engaged in cover-
12 up attempts.
13 98) In parallel, CHL and CFC continued to inflict greater and greater harms on me.
14 99) I am informed and believe that in early 2005 Diane Frazier lost her job as
Senior Underwriter a CHL San Rafael.
15
100)To the best of my knowledge, to this date, Maria McLaurin is Branch Manager
16
at CHL, San Rafael
17 III
18 3- Samaan fails to perform (Oct 2004)
19
Wire/fax schemed detected, and Zernik cancels escrow.
20
a) Oct 18-21. 2004 - Samaan refuses to perform per Contract
21
101) First week of October 2004 - In the meanwhile, Samaan failed to remove her
22
loan and appraisal contingencies in a timely, as required by the Purchase Contract.
23
She would not explain why. Instead, she repeatedly claimed that the loan
24 applications would be approved in a matter of days.
25 102) On or about October 18, 2004, I issued to Samaan Notice to Buyer to Perform.
26 103) On or about October 18, 2004, Samaan falsely informed me through my realtor

27 that her loan applications were conditionally approved by the lender!

28

April 12, 2009; NOTICE #2, RE: CFC/BAC


-11-
William Allen Parsley, Borrower
Case # 05-90374

20/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 12 of 32

1 104)In fact on that date the 1003S were already suspended, with termination
2 scheduled for October 25, 2004.
105) However, there is no indication that Samaan made any effort to file new loan
3
applications and meet the conditions set forth in the October 14, 2004
4
Underwriting Condition/Decision Letter, issued by the duly assigned underwriter,
5 Diane Frazier.
6 106) In such daily written communications between October 14, 2004 and October
7 18, 2004, Samaan never asked me, or my realtor for any additional records to
8 facilitate her loan applications.
107) On the contrary, she expressed her confidence that the approval was pending.
9
b) Oct 18, 2004 - fax/wire scheme is detected by my realtor
10
108)A1so on or about October 18, 2004, while faxing the Notice to Samaan's loan
11
broker, Victor Parks, my realtor detected the fax/wire scheme, whereby Samaan
12 was impersonating her loan broker in fax communications.
13 109)On or about on October 18, 19 & 20, 2004. my realtor sent requests for
14 clarifications, but no explanation was received.
15 110) On or about October 20,2004 Samaan responded in writing to the Notice to
Buyer to Perform.
16
111) In her response, she informed me of her refusal to perform per the Purchase
17 Contract and fully remove the contingencies, but she also refused to follow the
18 other option provided - to cancel escrow.
19 112) Close of escrow was scheduled for November 1, 2004 but under such
20 circumstances I could not secure my subsequent housing, without assuming an
21 unreasonable risk of financial losses, since Samaan failed to remove her
contingencies.
22
113) Samaan also failed to request continuance of escrow closing date.
23 c) Oct 21, 2004 - I issue instructions to cancel escrow
24 114) On October 21,2004, given her refusal to perform, given the alleged fax/wire
25 scheme, and given that I lost my planned subsequent housing in the process, I
26 issued instructions to cancel Escrow.
27
28 /II

April 12, 2009; NOTICE #2, RE: CFC/BAC


-12- William Allen Parsley, Borrower
Case # 05-90374

21/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 13 of 32

1 4- Plan B (2005-6)
2 Samaan initiates what I later learned was a standard litigation scheme - false
3 allegations of"verbal modification ofreal estate contract" and claimsfor "specific
4 performance or damages".
5
a) Oct 2005 - Samaan files a complaint
6
11S)In October 2005, Samaan initiated Plan B - alleged litigation scheme by filing a
7 complaint at the LA Superior Court.
8 116)It is my opinion that she would never have filed such an absurd complaint had
9 she not have some advance assurances that she would have full support from
10 Countrywide and others.
11
117)Initially, the complaint was based on the claims of verbal modifications of a real
estate contract.
12
118) Samaan failed to file a real estate contract with her complaint or to clearly
13 state the terms of the contract.
14 119)The basic scheme does not require any claims related to the underwriting
15 process.
16 b) Later I found evidence of a standard court scheme
17 120) I found at least one other case that appears as an almost perfect match-
18 Galdjie v Darwish (SC052737), with some of the same participants as well.
121)Barbara Darwish lost a 6 unit rental building through such a scheme.
19
122) She was also trapped in the courts for some eight (8) years starting 1998.
20 123) However, even when I first talked with her in 2009, she thought that her
21 primary error was that she did not spend enough money on attorneys!
22 124) It is my opinion that such a scheme is unlikely to work well in most courts,

23 where the complaint is likely to be dismissed based on the Real Estate Codes -
which prohibit verbal modification of real estate contracts and/or the Statute of
24
Frauds - which requires a contract or clearly stated contract terms as part of the
25
complaint.
26 125) It is my opinion that such is and was a well-established real estate scheme in the
27 Los Angeles courts.
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

22/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 14 of 32

1 126) It is my opinion, based on reading, that the origins of the basic real estate
2 scheme described here are medieval...
3 III
4 5- Plan B Fails (July-Aug 2006)
Samaan's use ofthe standard litigation schemefails.
5
6 a) July 2006 Samaan's deposition
127) In July 2006, in deposition, Samaan admitted much of the scheme in her offer
7
- that she had no experience in real estate in 2004, that she owned no stock funds
8
as the claimed in writing.
9 128) In July 2006, in deposition, Samaan admitted much of the scheme in her loan
10 applications - that her income was as a cosmetic saleswoman in a department
11 store.
12 129) In July 2006, in deposition, Samaan also admitted that loan broker Parks, was
entirely out of the loop.
13
130) In fact she also admitted lack of funds to materialize the purchase.
14 131) It was and it is my opinion that Samaan performed poorly in deposition, and
15 that she and others realized that.
16 b) Claims of "verbal modifications" were not credible in this case
17 132) My realtor entirely denied engaging in such unauthorized conduct as verbal
18 modifications of a real estate contract.
19
133) Such modifications were and are explicitly prohibited by the California Real
Estate Code.
20
134) Samaan communicated exclusively with my realtor prior to cancellation.
21
Therefore, for two realtors to engage in such verbal modifications was entirely
22 incredible.
23 135) My counsel and I claimed that given that Samaan held a real estate license
24 (albeit never used it prior to September 2004), the claim of "verbal modifications of
a real estate contract" was entirely incredible.
25
136) By late 2006, in my opinion, Samaan and others realized that the scheme did
26
not work very well in this case.
27 c) Aug 2006 - I initiate Motion to Expunge Lis Pendens
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

23/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 15 of 32

1 137) Starting August 2006, following Samaan's deposition in July 2006, I got
2 impatient and demanded that my counsel file a Motion to Expunge Lis Pendens,
hoping to get the whole litigation dismissed that way.
3
138) At that time, Samaan replaced her counsel and engaged AU Mohammad
4 Keshavarzi from Sheppard Mullin, a major U.S. law firm.
5 139) AU Keshavarzi requested continuance of the Motion to Expunge Lis Pendens,
6 given his unfamiliarity with the case.
7 III
8 6. Countrywide's 1 st Subpoenas (Aug 2006)
9 a) Aug 2006 - concerns in re: subpoena production
10 140) By August 2006, Countrywide responded to my subpoena by producing some
11 400 pages of records of Samaan's loan applications and their underwriting process.
12 141) The subpoena production omitted almost any record prior to October 12, 2004.
142) The subpoena production omitted all email correspondence related to Samaan's
13
1003s.
14
143) As I later found out email correspondence existed between Samaan's husband
15 and Maria McLaurin, Branch Manager.
16 144) In verified statements, McLaurin claimed that she had no involvement in
17 underwriting of Samaan's 1003s.
18 145) The subpoena production included false blank "Conversation Logs".
b) Fax/wire schemes in the 1st Subpoena production
19
146)The subpoena production also included numerous papers from Samaan that
20
were products of "anonymous" fax transmissions.
21
147) The fax headers of these records did not include any phone/fax number or ID of
22 the sender.
23 148)A naive reader may assume that such transmission came from Victor Parks.
24 149) However, the evidence shows that such transmissions originated with Samaan.
150) Samaan would fax such papers to J ae Arre lloyd, thereby generating header
25
imprints with data and time, but no ID at all.
26
151) The evidence shows Jae Arre Lloyd transmitted papers that appeared as fax
27 transmissions to Maria McLaurin as PDF attachments to email notes.
28 152) Such papers had no fax cover sheets included either.

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

24/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 16 of 32

1 153) Therefore there was and there is no way to ascertain when such papers arrived
2 at countrywide, and when they were inserted into the loan files.
154) The evidence shows that fax transmissions were used to generate false
3
underwriting history after the fact.
4
155) Such practices raise concerns regarding Countrywide's compliance with its own
5 Manuals of "Practice and Policy" regarding the operation of fax machines.
6 156) Such practices raise concern regarding Countrywide's compliance with UETA-
7 relative to documentation of electronic transactions in banking.
8 157) Such practices raise concerns regarding Countrywide's compliance with
"sound banking principles" per Regulation B of the Federal Reserve.
9
Such practices raise concerns regarding faxlwire schemes in communications with a
10
financial institution, albeit, in this case - in full collusion with the financial
11
institution itself.
12

13 III
14 7. Plan C: New Countrywide Schemes (Nov-Dec, 2006)
15 Upon request Countrywide generates new schemes
16
a) Nov 3-6,2006 - New claims upon request
17
158) On or about November 3-6, 2006 Mohammad Keshavarzi - Sheppard Mullin
18
Attorney, Jae Arre lloyd - Samaan's husband, and Maria McLaurin - CHL Branch
19 Manger communicated by email and by fax.
20 159) Such communications provide evidence of their urgent search for new claim
21 schemes just days prior to the hearing on the Motion to Expunge Lis Pendens.
22 160) On or about November 7,2006, the new claim schemes were presented in
court in an Ex Parte Sur Reply by Samaan to my Motion to Expunge Lis Pendens
23
161) In such Sur Reply Keshavarzi entered for Samaan entirely new evidence.
24
162) New evidence included an Underwriting Letter, a letter by Maria McLaurin,
25 and a verified statement by Victor Parks.
26 163) Such Underwriting Letter was an entirely new, and was missing from the
27 subpoena production that was supposed to include all underwriting letters
28 pertaining to Samaan's 1003S.

April 12, 2009; NOTICE #2, RE: CFC/BAC


-16-
William Allen Parsley, Borrower
Case # 05-90374

25/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 17 of 32

1 164) The Underwriting Letter was machine-stamped as printed on October 26,


2 20 0 4.
165) Copies of the Underwriting Letter discovered later, were also stamped as faxed
3
on October 26, 2004.
4 166) The Underwriting letter was unverified.
5 167) The Underwriting letter was not adequately unauthenticated.
6 168) McLaurin's letter, deemed by my counsel in his objection "Hearsay" and a
7 declaration by Parks, claimed that the letter was faxed and received on October 14,
8 2004, or mid-October 2004. But Samaan had already admitted in July 2006 that
Parks had nothing to do with these lOo3s.
9
169) Fraud expert's opinion supports that which is obvious - it was printed and
10
faxed on October 26, 2004.
11 170) The new scheme was hinged on this "evidence" and entailed the following:
12 a. That Samaan's loan applications were first received on October 12,2004;
13 b. That Samaan's loan applications were almost immediately suspended on
14 October 14, 2004, purportedly 2 days after arrival;
c. That Samaan's loan applications were suspended purportedly because of a
15
missing signature or initial of mine on the Purchase Contract.
16
171)As a reminder - Samaan had never filed a Purchase Contract by October 14,
17 20°4, and had she filed one, her applications would have been summarily denied.
18 172) However, in a series of declarations over a period of almost a year, Maria
19 McLaurin provided additional false statements to support such a scheme.
20 173) Regardless of my counsel's objections to the admission of such invalid
evidence in the ex parte Sur Reply, it was entered, albeit with no evidentiary
21
rulings.
22 174) This false evidence was repeatedly used as evidence in court, most recently
23 around October-November 2008! This alleged scheme continues to this date!
24 175) Based on such evidence my Motion to Expunge Lis Pendens was denied on
25 October 9, 2006.
26 III
III
27 III
28 III
III
April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, Borrower
Case # 05-90374

26/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 18 of 32

1 8. Dealing with Countrywide's Legal Department (Nov-Dec


2 2006)
3 Countrywide is repeatedly asked to stop the schemes, but instead initiates a
4 campaign ofalleged intimidation, harassment, and retaliation against me.
5 a) Dec 2006 - Review of Countrywide records in my counsel's office
6 176) In November 2006 for the first time I got suspicious that something was
7 inherently wrong in this litigation. From October 2005 and until that time I was
8 barely involved in the litigation. I attended part of Samaan's deposition, but that
was about it.
9
177) In Mid-December 2006 I decided to review the discovery records in my
10 counsel's office. That was the first time that I saw the name Countrywide. I had no
11 business with Countrywide whatsoever until that time.
12 178) Within less than 30 minutes I realized some of the basic frauds involved in the

13 case.
b) Dec 2006 - Jan 2007 - attempting to sort the problem with the
14
Legal Department.
15
179) Later in December 2006, I called Maria McLaurin in San Rafael. As an
16
explanation, she stated that the subpoena production was prepared by her in close
17 collaboration with the Legal Department of Countrywide.
18 180) I also called the Legal Department in Calabasas.
19 181) It became evident to me within a couple of weeks that this was not a chance
20 error, but that the scheme was carefully coordinated by the attorneys in the Legal
21 Department of Countrywide and Maria McLaurin, San Rafael Branch Manager.
182) They refused to retract any of the alleged false records and statements.
22
c) Jan-Feb 2007 - 3 repeats of the false and misleading productions
23
183)In January 2007, I issued a new subpoena for production of records, and
24
demanded that some of the obvious deficiencies in the 1st production be corrected.
25 184) In February 2007, the Legal Department repeated the exact same false
26 production as was issued in August 2006, on behalf of CFC, CHL, and CBF, as
27 productions #2, 3 & 4.
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


-18-
William Allen Parsley, Borrower
Case # 05-90374

27/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 19 of 32

1 III
2 9. Locating Diane Frazier & first, not last death threat
3 (March 2007)
"You don't know who you are dealing with..."
4
185) By mid Februazy 2007, I was in pro se.
5
186) By mid March 2007 I managed to locate Diane Frazier, the Senior Underwriter.
6
187) In a lengthy and involved phone call, she confirmed my understanding of the
7 true underwriting history, and provided substantial new information.
8 188) Frazier was happy to talk with me. It was a strange phone call, since we both
9 knew so much about each other, but had never talked before.
10 189) It is my opinion that she was in fear. She repeatedly tried to warn me that I
was not prepared for what lied ahead, and what I was getting into.
11
190)She repeatedly stated:
12
"You don't know who you are dealing with", and
13
"Nobody can touch Maria McLaurin
14
191) When I tried to call her again, to coordinate time to serve her subpoena for
15 deposition, a man answered the phone and issue a death threat:
16 "If you ever call this number again, I will come down to
LA and gun you down"
17
He also explained that Frazier was prohibited by Countrywide from discussing
18
anything related to this matter. As a reminder, Frazier was by then two years
19
out of her Countrywide job.
20
21
III
22
10. Meet & Confer (March 2007)
Att Shatz & Boock claim that are no Pipeline Reports, no Internal Audit reports, no
23
External Audit reports, no Security Alerts, no Imaging Reports regarding
24
Samaan's 1003S with the double "Date Received" stamps.
25
192) In March 2007, soon after my conversation with Diane Frazier, Meet & Confer
26
was conducted with Attorney Todd Boock and Attorney Sanford Shatz from
27 Countrywide's Legal Department.
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


-19- William Allen Parsley, Borrower
Case # 05-90374

28/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 20 of 32

1 193) The contrast was eerie. They stated the exact opposite of what Diane Frazier
2 stated as the true history of the loan applications.
194) They also denied that any Pipeline Reports, Internal Audit Reports, External
3
Audit Reports, Security Alert Reports, Imaging Reports related to Samaan's 1003S
4
with the double "Received" stamps existed.
5 195) At the same time, they had no explanation at all for the double "Received"
6 stamps, and why the first one was defaced.
7 19 6) It is my opinion that they knowingly and deliberately deceived me in that
8 conference, in part, since they did not realize the degree to which I was familiar by
then with the details of Countrywide's underwriting procedures and the
9
underwriting of Samaan's 1003. Alternatively - they knew that they could get away
10
with it.
11 III
12 11. Initial approach to Mozilo & Samuels (June 2007)
13 Direct requests for Samuels (then President of "the House ofJustice" - Bet Tzedek)
14 and Mozilo to help in preventing fraud by Countrywide - in response they initiate
the campaign by Bryan Cave, LLP
15 a) May-June 200 7 - letters and emails to Mozilo & Samuels
16
197) By May-June 2007, since I realized that the Legal Department of Countrywide
17 was directly involved in the schemes. I decided to seek direct help from the top
18 officers - Mozilo and Samuels.
19 198) Both Mozilo and Samuels advertised on the web at that time their commitments
20 to fight frauds, and both invited anybody who had fraud issue to contact them.
199) Furthermore, it was my understanding then, and it is my understanding now,
21
that such officers of public corporations have duties to the conduct their business
22
in compliance with the law.
23 200) I therefore approached Mozilo and Samuels directly, sending them letters and
24 email notes (albeit - I only guessed their email addresses, and I never received any
25 response).
26 201) I asked them to either authenticate or repudiate the Countrywide records such
as the unverified, unauthenticated underwriting letter that was entered in the Ex
27
Parte Sur Reply of November 7,2006 as the basis for the new false claims.
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


-20-
William Allen Parsley, Borrower
Case # 05-90374

29/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 21 of 32

1 202) To this date, over two years later, neither Countrywide, nor its officers, not its
2 counsel, nor those pretending to be its counsel, ever answered any of these
questions.
3
b) Harassment Campaign by Bryan Cave, LLP (BCLl is launched.
4
203) Instead - on or about July 6. 2007, Countrywide initiated a harassment
5
campaign against me that started in a procedure that still defied belief - ex parte
6 appearance in a "dark courtroom" for a gag order against me.
7 204) In fact, in January 2008, Countrywide appeared in court and asked for
8 "Declaratory Relief' - that it did not have to answer any of my questions
9 regarding alleged frauds.
10 III
12. Bailout-Merger and beyond (February 2008 to present)
11
Direct requestsfor helpfrom General Counsel Mayopoulos, President
12
Lewis, and the Audit Committee, and harassment by Bryan Cave, LLP
13
continues", yet now they refuse to answer who their client(s)
14
is/was/are/were.
15
a) Upon Bailout-Merger with BAC, I tried to approach BAC officers
16
and the Legal Department
17
205)ln February 2008, after the announcement ofthe take-over, I sent registered
18
certified mail to Ken Lewis and other members of the Board of Directors.
19 206) In February 2008, I received a nice response from the office of Lewis, stating
20 that the merger promises to produce better services to consumers...
21 207)1 happen to hold deposit accounts with BAC.
22 208) During this period Bryan Cave, LLP continued to harass me.
209) In October-November 2008 I started to suspect that there is also a dishonest
23
scheme relative to the engagement of Bryan Cave, LLP by BAC.
24
210) In November December 2008, and again in January February 2009, I therefore
25 called the office of BAC General Counsel. I reached senior staff of that department
26 including but not limited to Phil Wertz, Carolyn Johnson, and others.
27 211) In all these phone conversations, without exception, I was instructed that Bryan
28 Cave, LLP was not authorized to appear on behalf ofBAC.

April 12, 2009; NOTICE #2, RE: CFC/BAC


-21-
William Allen Parsley, Borrower
Case # 05-90374

30/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 22 of 32

1 212) Iwas instructed that Todd Boock was the only counsel authorized to represent
2 BAC in my case.
b. The evidence is clear: To this date, BAC, CFC, Bryan Cave, LLP and
3
Todd Boock are engaged in some variation of the scheme rebuked by
4 this Honorable Court in March 2008.
5 213) Todd Book claims that I am prohibited from communications with him per
6 some undisclosed court order, and that I must communicate only with Bryan Cave,
7 LLP.
8 214) Bryan Cave, LLP, in turn, went to court and claimed that I harass BAC, and
issued judgment of Contempt against me, claiming I was prohibited from any
9
communications with BAC or any of its employees, and violated such order when I
10
figured out that they were never authorized to appear for BAC in court!
11
c. I also filed complaints with the Audit Committee
12 215) More recently, in early 2009, I also purchase a single share ofBAC, to
13 establish my share-holder status.
14 216) The price I paid was about $5.00, far below the price of around $50.00 about
a year ago. The loss to share holders have sustained in the past year is in the
15
hundreds of billions of dollars.
16
217) In recent months I filed a complaints with the Audit Committee ofBAC and
17 asked their response on the same and related questions regarding the schemes
18 against me by Countrywide.
19 218) I cannot get the Audit Committee to even acknowledge receipt of a complaint

20
per Sarbanes Oxley Act of 2002.

21
III
22
13. Epilogue
219) Through such conduct Countrywide caused my financial devastation.
23
220) I was forced to abandon my home under the threat of force.
24 221) My home was taken for private use with no compensation at all.
25 222) My losses exceed $2 millions.
26 223) Grant Deeds were issued and filed, which per fraud expert are fraudulent
27 conveyance of title.
28 224) I am still under harassment and intimidation today.

April 12, 2009; NOTICE #2, RE: CFC/BAC


-22-
William Allen Parsley, Borrower
Case # 05-90374

31/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 23 of 32

1 225) In recent months I repeatedly requested response from Bank of America


2 CorporationlCountrywide regarding 6 issues which I allege are the core of the
frauds by CFC and now BAC, listed in Exhibit 5. CFC, BAC, their officer, counsel,
3
and more recently the Audit Committee of BAC refuse to answer at all.
4

5 Respectfully submitted, April 12, 2009, La Verne, California.


6
7
).
8
9 Joseph Zernik
10 mprose
11
Exhibits attached to instant paper:
12
1. June 2007, web pages where Sandor Samuels advertised his fraud fighting
13
commitment and solicited requests for help from fraud victims - p 25
14
2. June 2007, Web pages where Angelo Mozilo stated Personal & Corporate
15
Ethics - p 27
16
3. Kenneth Lewis - Bank of America Code of Ethics - P 33
17
4. Bank of America, Legal Department: Outside Counsel Procedures, by
18
Tim Mayopoulos. - p 54
19
5. List of 6 key records, defined in requests from Bank of AmericalCountrywide in
20
recent months as the core frauds against me, and where I am seeking response from
21
Bank of America/Countrywide. -Plo4
22

23 III
24 III
III
25 III
26
III
III
27 III
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

32/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 24 of 32

1
STATEMENT OF VERIFICATION
2
3 I, Joseph Zernik, have writtn and re-read the foregoing:
4 Notice #2 To Hon Jeff Bohm, Pursuant To Memorandum Opinion, Doc
#24 8 , March 5, 2008, Statinq: "The court will continue to verify that its
5 trust is well-placed" - OvervIew of conduct of Countrywide, its officers &
its counsel.
6 I know the content thereof to be true and correct. It is true and correct based
7 on my own personal knowledge, except as to those matters therein stated as based
8 upon information and belief, and as to to those matters, I believe them to be true
9 and correct as well.
10
The exhibits provided with this record under Exhibit 1, Exhibit 2, Exhibit
11
3, Exhibit 4 & Exhibit 5, as listed above, are true and correct copies of records in
12
my possession.
13 I make this declaration that the foregoing is true and correct under penalty of
14 peIjury pursuant to the laws of the United States.
15 Executed here in La Verne, County of Los Angeles, California on this 12th day
16
in April, 2009.
17
18
19 JOSEPH ZERNIK
20 inprose
21

22

23
24
25
26
27
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


-24- William Allen Parsley, Borrower
Case # 05-90374

33/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 25 of 32

3
4
5
6
7
8
9
10

11

12

13
14
15
16
17
18
19
20

21

22

23
24
25
26
27
28 Exhibit 1
April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, Borrower
Case # 05-90374

Exhibits
- 25-
34/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 26 of 32
bettzedek.org 6/20/07

Bet Tzedek Website Contact Us I Volunteer I Donate Online

Call Bet Tzedek

By Sandor Samuels, BT Board President 2006-2007

Whom do you call if you are elderly and someone is trying


to evict you from your apartment or your house? Whom
do you call if you are a holocaust survivor and are being
denied your rightful reparations? Whom do you call if you
need to care for an abandoned grandchild or niece or
nephew? Whom do you call if you live in a nursing home
and are being denied appropriate care or treatment?
And whom do you call if you are being denied your rightful
wages or are being forced to work in substandard
conditions?

The answer to these and other legal problems afflicting the


poor and the elderly in our community is a resounding BET
TZEDEK. I'm proud to be the President of the Board of Directors of such an organization.
I'm especially proud of Bet Tzedek Shabbat, a new outreach campaign that we conducted
on March 17th and 18th.

On March 17th and 18th, Bet Tzedek's


message was delivered in congregations all
across the southland. Rabbis and members of
Bet Tzedek's Board of Directors delivered a
drash - a sermon - for Parshat Ki Tisa, the
portion containing the thirteen attributes of
God. These attributes include compassion,
kindness and mercy. The message is simple
yet powerful: All who are in need, come and
we will try to help.

This is what we do at Bet Tzedek: try to help


all who come to us. On Bet Tzedek Shabbat,
nearly 10,000 congregants heard our call for
more volunteers. And you, too, can be part
of Bet Tzedek.

Please display the same attributes of


compassion, kindness and mercy by
volunteering your time to help further Bet
Tzedek's mission. Read more about our work
in this e-newsletter and on our website. Then
call Bet Tzedek's Volunteer Coordinator, Robin
Sommerstein, at 323-549-5814 or email her al
rsommerstein@bettzedek.org to get involved.

Thanks to the following synagogues and churches for participating in Bet Tzedek
Shabbat:

Adat Ari EI Sinai Temple


Beth Hillel Stephen S. Wise
Beth Jacob Congregation Temple Adat Elohim
Beth Shir Shalom Temple Aliyah
B'nai Benet (Simi Valley) Temple Beth Am
B'nai David Temple Isaiah
B'nai Horim Temple Israel of Hollywood
Leo Baeck Temple Temple Judea
St. Peter's Italian Church University Synagogue
Exhibits
- 26-
35/116
Printed for jz12345@earthlink.net
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 27 of 32

3
4
5
6

7
8
9
10

11

12

13
14
15
16
17
18
19
20

21

22

23
24
25
26
27
28 Exhibit 2
April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, Borrower
Case # 05-90374

Exhibits
- 27-
36/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 28 of 32
March 26, 2009: This ~ ~ page was originally downloa~_j on March 19, 2007.JHZ

Code of Business Ethics Statement


~print I contact us I site map I log in
IICountrywide FinandaL IlilOilius illVUsl!l1 relaHollS business parlners

At Countryw ide, we're helping you get the most out of our
iversified financial services through our fanily of corrpanies.

Countrywide's Code of Business ahics


c;;:11chairman's message
,;\l'Countrywide's history
A Message from the COO
:3Jl11family of companies
iiWi'e xecutive profiles Countryw ide's Code of Business Bhics reflects the company's
existing cutture and serves as a guide for our directors, officers and
!ii:':Yecoll0~nIe outlook errployees in their daily activities. In all of our business practices, we
33:3..,.""'11,,, & recognition are colllTilted to doing the right thing. As a resull, Countryw ide has a
H corporate strong reputation for integr~y with its customers, business partners,
respons ibility shareholders and its ow n errployees.
;VYcorporate giving
overview A eutture of "corporate" ethics can only be buitt on a strong foundation of "personal" ethics.
ifcharitable donations For this reason, we expect all of our directors, officers and errployees to conduct
:li';;how to apply themselves in a manner that reflects Countryw ide's comrilmentto acting ethically and in
corrpliance w ith the law. 81ery director, officer and employee is held accountable for
errployee involvment
corrplying w ith this Code.
rebuilding together
disaster relief The very nature of our business dictates a high level of respect for the confidentiality and
privacy of customer and business partner information. We are also dedicated to ensuring the
'i!i'Wcorporate governance accuracy of our financial reporting and all other documentation that we prepare. We have
overview strict policies prohibiting activities that conflict w ith the interests of Countryw ide, our
corporate shareholders and our ability to provide unsurpassed service to our customers.
governance
guidelines As Countryw ide takes its place among the foremost diversified financial services providers,
we w ill continue to set the industry standard for excellence and integrity.
board corrposition
board colllTiltees Sincerely,
Angelo R MJzilo
internal oversight
Chairman and CEO
code of business Countryw ide Financial Corporation
ethics
bylaw s & certWicate
of incorporation Overview
corporate
governance FA Os At Countryw ide, ethical conduct and legal corrpliance are the foundation for our position of
industry leadership. Countryw ide's ability to maintain its leadership position requires that each
contact the board
employee, officer and director exhibit a high level of personal integrity w hen interacting w ith
Categorical Board Countrywide customers, business partners, shareholders, and each other. Directors,
Independence officers and employees must allow honesty, common sense and good judgment to govern
Standards their conduct.
nWj'annual reports
'9 'fj'disclaimer As a condition of errployment, each officer and errployee is expected to corrply w ~h this
'f::'i1FAQs Code of Business Bhics and w ~I be held accountable Whe or she fails to do so. Any violation
of this Code, or any conduct that violates any law , rule, regulation, or ethical or professional
norm, is subject to disciplinary action, up to and inclUding ternination of errployment.
illMtOi':imlitiDrtS Directors, officers and errployees are also expected to cooperate fUlly w ~h any eorrpany
audits or investigations and to answer aU questions fully and truthfuUy. II is a violation of
_
.
;
~
j
)
I
\
I
corrpany policy to intinidate or irrpose any other form of retaliation on any errployee who, in
UJ'UJ'$ good faith, reports any actual or suspected legal, ethical, or policy violation.
click on each for deta~s
This Code provides the standards of conduct that guide all directors, officers, and errployees
of Countryw ide. AI of our directors, officers and errployees must conduct themselves
appropriately and seek to avoid even the appearance of irrproper behavior.

Our Bhics Statement serves as the benchmark by which each of our daily business
decisions shOUld be measured and lies at the very core of the Countryw ide way of doing
business:

"At Countryw ide, ethical standards guide our business conduct. We act lawfully and
with integrity in our dealings with our customers, business partners, shareholders,
and w ith each other."

Compliance with Laws, Rules and Regulations

C:/",fCode%20of%20Business%20E.,. 1/5
Exhibits
- 28-
37/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 29 of 32

Code of Business Ethics Statement


Countryw ide directors, officers and errployees are reqUired to corrply w ~h all applicable
law s, rules and regulations.

The Recording and Reporting of Countrywide Information

At Countryw ide, weare comrritted to ensuring that all business-related information is


recorded and reported accurately, honestly and in a timely manner. Directors, officers and
errployees ITlJst ensure that information is reported truthfully and correctly, and also exercise
diligence in ensuring that reported information is organized in away that is understandable
and does not rrislead or rrisinformthose who receive the information. Our policy relating to
accuracy of corrpany records extends to financial statements, loan documents and servicing
records prepared on behaW of our customers, and to information prOVided to government
errployees or officials.

Now here is Countryw ide's cormitment to ethical standards more evident than in how we
comnmicate our financial position and operational resutts. We strive to ensure full, fair,
accurate, timely and understandable disclosure in reports and documents that w e file w tth, or
subrrit to, the Securities and Exchange Connission and in other public corrmmications rrade
by us. Countryw ide officers and errployees who prepare financial reports ITlJst exercise the
highest diligence in ensuring that there are no false or rrisleading statements.

We also provide our officers and employees the means to confidentially, anonymously report
concerns about accounting and aud~ing matters by calling 1-888-310-6761, which is
operated 24 hours a day by operators errployed by an independent, third party helptine
provider. The independent helpline provider may also be contacted by w ebtink at
www.tnwinc.com.webreportorbyU.S.mail at Countryw ide Shics, Accounting and AUd~ing
Helpline, c/o The Netw ork, 333 Research Court, Norcross, GA 30092.

Insider Trading

The stock of Countryw ide Financial Corporation is pUblicly held and traded on the New York
Stock Exchange. In order to ensure that all investors have equal opportun~ and fair
advantage to make investment decisions, all Countryw ide directors. officers and errployees
are SUbject to federal "insider trading" law s that prohibtt them from buying or selting stock
w ~h advance know ledge of important corrpany information that is unavailable to the general
public. Such information may include proposed mergers or acquis~ions, earnings predictions
or changes in predicted earnings, new equtty or debt offerings, unreleased production
numbers and new product information. Countryw ide directors, officers and employees are
also prohibtted from disclosing "inside information" to others who may use the information to
trade corrpany stock.

Countryw ide's policies w tth respect to "insider trading" are also strictly enforced in reference
to business partner information as to which Countryw ide directors, officers and errpioyees
may have advance know ledge.

Unfair Business Practices

Countryw ide's cormitment to high ethical standards in tts business practices w ~h customers,
business partners and competitors is reflected in our dedication to candid and forthright
cOJT11lJnications about our products and services. Unfair and deceptive business practices
(e.g., the rrisuse of proprietary information or the rrisrepresentation of material facts) are
strictly prohib~ed. Countryw ide w ill engage in responsible lending and other business
practices and treat aD customers fairly, w~hout regard to gender, race, color. religion,
national origin. ancestry, pregnancy, age, marttal status, sexual orientation, or physical or
mental disabiltty.

Antitrust and Anti-Competitive ActiVities

Countryw ide offers ~s products and services to customers in corrpiance w tth ant~rust law s,
w hich prohib~ Countryw ide from entering into any agreement w tth ~s corrpetttors to restrict
the system of free trade by fixing prices, allocating territories or customers or refusing to
provide service to particular customers. Countryw ide's customers conduct business w tth the
Company on the basis of tts industry reputation. Our customers choose Countryw ide as their
financial services provider because of the qualtty of ~s services and products.

Countryw ide and tts directors, officers and errployees ITlJst, at all times, conduct business
openly and avoid any sttuation that might even create the appearance that Countryw ide has
made any agreement that irrproperly impacts industry prices or the corrpet~ion.

Confidential and Proprietary Inform ation

Because of the nature of our business. Countryw ide possesses sensttive and confidential
information about our customers, business partners and the Company ttself. All directors,
officers and errployees have a duty to protect against the disclosure of such information
unless disclosure is authorized and w ~hin the law.

Wtth respect to our customers, who entrust us w tth confidential personal and financial
information, Countryw ide is comrritted to safeguarding all such information, including
information gathered through applications and supporting documents, account information
obtained in the course of our ongoing relationships w tth customers, and information

C:/..,fCode%20of%20Business%20E... 2/5
Exhibits
- 29-
38/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 30 of 32

Code of Business Ethics Statement


exchanged through the Corrpany's w ebs~es.
be exposed to proprietary or
Sirrilarly, Countryw ide's directors, officers and errployees rray
ide directors, officers
otherw ise confidential inforrration about a business partner. Countryw
al~ of confidential
and errployees accept responsibil~y for rraintaining the confidenti
disclosing the inforrmtion
business partner inforrmtion, ne~her using ~ for personal gain nor
to others w ~hout proper authorization.
to sens~ive and
Finally, Countryw ide directors, officers and errployees rray be privy
ide as a whole.
confidential inforrmtion about their fenow errployees or Countryw
Unauthorized disclosure of such inforrmtion is strictly prohibited.

1m proper Influence
sarre high level of
At Countryw ide, all custorrers and business partners receive the
are strictly prohib~ed
assistanc e and service. Countryw ide directors, officers and errployees
to influence business
from giving, soliciting or accepting business courtesies or gifts intended
the rrerit of the transaction
decisions. All business decisions are to be rrade on the basis of
and in corrplianc e w ~h any legal and regulatory requirerre nts.

governrrent agencies such


Countryw ide also routinely conducts business w ~h a variety of
the U.S. Departrren t of Housing and Urban Developrre nt, the U.S. Departrrent of Veterans
as
and others. Vllhat rray
Affairs, and a host of state regulators, local and state bond author~ies
such as providing norrinal
be acceptable practice in the corrmercial business environrrent,
ps w ~h governrrent
gifts and hosp~al~y, may be inappropriate when rranaging relationshi
officers and
errployees or those w ho act on the governrrent's behaif. All directors,
relationships w ~h
errployees must adhere to the relevant law s and regulations governing
officers and
governrrent custorrers, errployees, and officials. Countryw ide directors,
decisions of, or obtaining
errployees are strictly prohib~ed from irrproperly influencing the
s by offering or prorrising to
restricted inforrmtion from, governrrent employees or contractor
rewards, favors or anything else of value. Add~ionally, Countryw ide
give money, gifts, loans,
in bidding on all governrre nt contracts, which prohibtts the
exercises proper protocol
would provide the
requesting of inforrration from governrrent officials or agents that
company w ~h an unfair advantage.

Discrimin ation in Hring

of seeking qualified
Countryw ide has a long-standing philosophy and operating policy
local law s governing equal
applicants for all pos~ions in corrpliance w ~h all federal, state and
regard to an individual's
errployrrent opportun~y. All hiring decisions must be rrade w ~hout
, age, mar~al status, sexual
gender, race, color, religion, national origin, ancestry, pregnancy
disabil~y. Countryw ide
orientation, medical cond~ion, veteran status, or physical or rrental
errployer of choice for a highly diverse, best-in-cla ss workforce .
strives to be an

Harassm ent

is free of unlaw ful


Countryw ide is comrritled to providing a work environrre ntthat
nt in which everyone is
discrirrination and harassrrenl. We strive to create a work environrre
has the right to
treated w ~h respect and dign~. nis our philosophy that every errployee
es and prohib~s
work in an atmosphere that provides equal errployrrent opportun~i
t, including sexual
discrirrinatory practices and conduct, such as illegal harassrren
w ill endeavor to prevent,
harassrrenl. Countryw ide takes ilegal harassrrent seriously and
and correct harassrre nt in the workplace or in any selling where corrpany
investigate
business or a company-sponsored event is being conducted.

Safety

~s errployees, custorrers
Countryw ide strives to ensure the health and safety of each of
hazardous cond~ions.
and vis~ors by rraintaining a workplace that is free of unsafe and/or
procedures for correcting
Countryw ide has estabishe d a Safety Program, which includes
part of our comrritrre ntto
unsafe cond~ions and for responding in errergency s~uations. As
abuse in the workplace is
creating a safe work and operating environrrent, drug and alcohol
strictly prohib~ed.

Workplac e Violence

and productive workplace .


Countryw ide is comrritled to providing its errployees w ~h a safe
any acts or threats of violence by or against Countryw ide's
Countryw ide's policy prohibtts
does not tolerate actual or
errployees, custorrers, vendors, or other vis~ors. Countryw ide
vendors, vis~ors, or any
threatened workplace violence against co-w orkers, custorrers,
contact w ~h errployees in
other persons who are e~her on Countryw ide's prerrises or have
the course of their duties.

Conflict of Interest and Corporat e Opportun ities

and supportive work


Just as weare comrritted to providing our errployees w ~h a secure
act in the best interest of
environrrent, we expect our directors, officers and errployees to
ers at aa tirres. Each
Countryw ide and ~s custorrers, business partners and sharehold
officer and employee has a responsibil ~y to ensure that his or her personal interests
director,
or inforrration,
do not conflict with those of Countryw ide. Using Countryw ide property
3/5
C:/.. ,fCode%20of%20Business%20E... Exhibits
- 30-
39/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 31 of 32

Code of Business Ethics Statement


opportun~ies to achieve
corrpeting w ~h Countryw ide or leveraging Countryw ide business
ide, is a direct violation of
personal gain or to benef~ a person or ent~ outside of Countryw
officer or employee
Countryw ide's conflict of interest policy. In add~ion, should a director,
could reasonably be expected
beieve that a contemplated material transaction or relationship
of the persons listed in the
to give rise to a conflict of interest, he or she should notWy one
tklethical or Ilegal ConductlB hics Questions " section of this Code.
"Reporting
in any transaction w ~h a
A director, officer or employee may not represent Countryw ide
or an ent~y in which the director, officer or employee or hislher spouse, children, and
person
of the director, officer or e"1Jloyee' s household have a direct or indirect
other members
an improper personal
interest, or fromw hich the director, officer or employee may derive
benef~. To avoid possible conflicts of interest, directors,
officers and employees may not
of their spouse, relative,
process or approve a loan application that was subrritted on behalf
must be approved
personal friend or member of their household. Any such loan application
officer or ernployee.
by a loan officer or manager w ho is not supervised by the director,

Protectio n and Proper Use of Com pany Assets

(e.g., computer equipment


All employees have an obligation to protect Countryw ide's assets
assets are efficiently used.
and softw are, intellectual property, etc.) and ensure that those
purposes.
All of Countryw ide's assets mJst only be used for Iegitirnate business

Waivers of Code

be made only by the Board


Any waiver of this Code for executive officers or directors may
of Directors and must be promptly disclosed to shareholders.
s
Reportin g Unethica l and Illegal Conduct lehics Question

conduct to one of the


Countryw ide employees are required to report Rlegal or unethical
following:

including concerns about


(1) To confidentially or anonymously report any ethics concern,
contact the Bhics,
questionable accounting or aUd~ing matters, e"1Jloyees should
Accountin g and Auditing Helpline through one of the follow ing methods:
24 hours per day)
• By telephone, at 1-668-310-6761 (staffed 7 days per week,
• By Webink, at www.tnw inc.com.w ebreport
Helpline, clo The Network,
• By U.S. mail, at Countrywide Bhics, Accounting and Auditing
333 Research Court, Norcross, GA 30092

the Fraud Hotline through


(2) To report suspected crimnal activity, employees should contact
one of the follow ing methods:

• Fhone: (677) ClFRALD (677-263-7263)


• EmaR: Fraud_Hotline@Countrywide.com
• Fax: (605) 955-5666
Mail Stop SVW-469, Sim
• MaR: Countryw ides Fraud Hotline, 1757 Tapo Canyon Road,
Valley, CA 93063

before calling the


• is not necessary that employees independently confirm their suspicions
employees may contact the
Fraud Hotline. In addition to reporting suspected crimnal activ~y,
crimnal violations.
Fraud Hotline to ask questions and discuss concerns about potential
f-btline include:
Examples of suspicious activ~ that should be reported to the Fraud
fraud or credit card fraud)
• Fraud (e.g. identity theft, mortgage loan fraud, check fraud, w ire
or self-dealing
• Insider abuse such as bribery, errbezzlement, msuse of position
• Money laundering
• Violations of the Bank Secrecy Act
• Computer intrusion

t, corrpensa tion
(3) To report employment-related concerns (discrirrination, harassmen
representative by calling
matters, etc.), employees should contact their fl'rployee Relations
the l-fl Service Center at 1-666-447-4232.
al~y of any employee w ho
Countryw ide w ill take reasonable steps to maintain the confidenti
Helpline, the Fraud
makes a non-anonymous report to the Bhics, Accounting and Aud~ing
Hotline or fl'rployee Relations.
confidential~y of employees
Sirrilarly, Countryw ide w ill take reasonable steps to maintain the
until it has been c1etermned
about or against w hom such a report has been made, unless or
that an actual violation has occurred.
1M POSE ANY OTt~
IT IS A VIOLAnO N OF COMPAN Y POLICY TO INTIMIDATE OR
ACTUAL OR
FORM OF RETALIAl iON ON AN 8'IIPLOYEEWHO REPORTS ANY
AN 8'IIPLOYE EWHO
SUSPECT BlILLE'GA L ORUNET HCAL CONDUCT. HOWr:v~
lJSCIPLINE.
KNOWINGLY MAKES A FALSE REPORT MAY BE SlBJECT TO

thics Questions " was


The section entitled "Reporting l.J1ethical and Illegal ConductlE
on Septembe r 25, 2006 to, among other things, update the contact informatio n and
amended
4/5
C:/.. .jCode%20of%20Business%20E. .. Exhibits
- 31 -
40/116
Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 32 of 32

Code of Business Ethics Statement


retaliation provisions.
I investments I your accounts
loans I home loans en espanol
I we house america I ban1<ing I insurance es & registrations
home loans I less than perfect credit I rs I privac y & security I licens
contact us I site map I abou t us
I investor relations I press room caree
Corporation. Trade/service marks
are
©200 7 Countrywide Financial
, Inc. and Coun trywid e Bank, FSB are Equal Housing Lenders.
1i::tC ountr ywide Home Loans iaries. All rights reserved.
cial Corporation and/o r its subsid
the property of Countrywide Finan

515
...
C:/.../Code%20of%20Business%20E Exhibits
- 32-
41/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 1 of 29

1
2
3
4
5
6
7
8
9
10

11

12
13
14
15
16
17
18
19
20
21
22
23
24
25
26 Exhibit 3
27
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

Exhibits
- 33-
42/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 2 of 29

Bank of America Corporation


Code of Ethics

Exhibits BankofAmerica"
- 34- Bank of Opportunity'
43/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 3 of 29

The Bank of America Core Values


The following five values represent what we believe in as individuals and
as ateam, and how we aspire to interact with our customers, our shareholders,
our communities and one another.

Doing the Right Thing


We have the responsibility to do the right thing for our customers,
shareholders, communities and one another.

Trusting and Teamwork


We succeed together, taking collective responsibility for our
customers' satisfaction.

Inclusive Meritocracy
We care about one another, value one another's differences, focus on results
and strive to help all associates reach their full potential.

Winning
We have a passion for achieving results and winning-for our customers,
our shareholders, our communities and one another.

Leadership
We will be decisive leaders at every level, communicating our vision
and taking action to help build a better future.

Revised January 2009


If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.
- - - - - - - - - - ---------_.._---_.
2 Bank of America Corporation Code of Ethlcg:xhibits
- 35-
44/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 4 of 29

A Message from the CEO


The Bank of America Code of Ethics for all of our
associates and directors puts into writing the highest
standards of ethical conduct to which we hold ourselves,
and one another, accountable.
Trust, one of the core values on which our company is built,
is also the foundation on which we build strong relationships
with our customers, shareholders, communities and one
another. Our code provides direction on how we can achieve
our business goals while preserving and building on the trust upon which
our company is built. The responsibility for creating and sustaining trust in
Bank of America rests squarely on each of us and the personal integrity we
bring to our work.
The code, in effect, explains what we mean when we say one of our core values is
"doing the right thing." Each of us is required to acknowledge our responsibility
for reading, understanding and complying with the guidelines in this document.
If you have any questions, talk with your manager.
We all recognize that results are important. Our Code of Ethics underscores
our individual and collective recognition that how we achieve those results is
just as important. To preserve the trust others place in us-and our trust in
each other-I am counting on you to uphold the highest professional and ethical
standards in all that you do. In living up to this commitment, I look forward to all
we will accomplish together.

Kenneth D. Lewis

/~ft~. L
Chairman, Chief Executive Officer and President

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.

Exhibit!:Bank of America Corporation Code of Ethics 3


- 36-
45/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 5 of 29

Table of Contents
Introduction 5 Section 5:
Financial Responsibility 15

Section 1: • Borrowing 15
Governance and Administration 7
• Business expenses 15
• Reporting certain conduct 7
• Personal fees 15
• Accounting •........................ 8

• Code waivers .........•............. 8


Section 6:
Compliance with Law 16
Section 2:
• Anti-money laundering 16
Conflicts of Interest 9
• Market timing and excessive
• Gifts, hospitality and
trading prohibitions 16
entertainment 9
• Fair dealing 17
• Information disclosure
and dissemination •...•............ 10 • Corporate opportunities 17
• Outside activities • Political contributions 17
and relationships •................. 10

• Service providers 11 Section 7:


Restrictions on Trading in
Securities or Financial Instruments;
Section 3:
Prohibition Against Misuse of
Confidentiality and
Material, Nonpublic Information 18
Information Security 12
• Restrictions on trading
• Customer information 12
in Bank of America securities 18
• Bank of America information 12
• Restrictions on trading
• Associate information 12 in other securities or
financial instruments 19
• Supplier information 12
• Information walls 19

Section 4:
Bank of America Assets , 14

If you have any questions regarding the Code of Ethics, or to report concerns or complaints

4
---_._--------_. __._--------------_._-------_._-_._---------_._--
regarding ethical Issues, go to "Section 1: Governance and Administration" In this document.

Bank of America Corporation Code of Ethic§:xhibits


- 37-
46/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 6 of 29

Introduction
"What does it mean to be a Bank of America associate? It means that individually
we each uphold a commitment to our company's Core Values as guides for our
daily conduct; and as a team we act with a shared ethical responsibility to always
do the right thing."
-Ric Struthers, President, Global Card Services, on the Core Values

Bank of America Corporation1 is committed to the highest standards of ethical


and professional conduct. To help you understand how these standards apply
to you and your teammates, this Code of Ethics provides basic guidelines of
business practice, and professional and personal conduct you are expected
to adopt and uphold as a Bank of America associate. 2
The public judges Bank of America by the actions of its associates. This code
is intended to guide your conduct to instill public trust and confidence.
The following pages include sections on:
• Avoiding conflicts, or even the appearance of conflicts, between
personal interests and the interests of Bank of America, its shareholders
or customers.
• Keeping information confidential and secure.
• Properly caring for and protecting Bank of America property and assets.
• Conducting your personal financial affairs responsibly and keeping your
business expenses in order.
• Not taking any action, either personally or on behalf of Bank of America,
which violates any law, regulation or internal policy.
• Avoiding misuse of material, nonpublic information relating to securities
or other financial instruments.
• Promptly reporting any knowledge or information about Bank of America
associates or agents you suspect ofcommitting crimes.
Your division or team may have additional or more restrictive policies you must
follow. Your manager or compliance officer will provide you with any manuals,
policies and procedures related to your specific job. You should refer to the
Associate Handbook for additional information on associate conduct. 3
The corporation may publish additional policies as deemed necessary or
appropriate. Talk to your manager and visit the internal Web site for your
line of business to determine all policies applicable to you.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.

Exhibit~ank of America Corporation Code of Ethics 5


- 38-
47/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 7 of 29

You are expected to follow the information in this code, other policies referred
to in this document, additional policies that apply to your job, and the spirit
and letter of all laws and regulations. 4 Violation of the Code of Ethics or these
other policies, laws and regulations constitutes grounds for disciplinary action,
including termination of employment and possible legal action.

lThe terms "Bank of America" and "corporation" refer to Bank of America Corporation and its direct and indirect
subsidiaries. For convenience, we use these terms because various companies within Bank ofAmerica use this booklet.
The use of these terms here or in other publications does not mean you are an employee of Bank ofAmerica Corporation.
The use of these terms or issuance of this booklet does not change your existing at-will employee status.
2The term "associate" refers to any Bank of America director, officer or employee.
'The 2009 Code of Ethics supersedes and replaces any prior communications, policies, rules, practices, standards
and!or guidelines to the contrary, whether written or oral. To the extent there are any conflicts with the
Associate Handbook, the language of this code controls.
4 If any provision of this code conflicts with your local law, the provisions ofyour local law apply.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "Section 1: Governance and Administration" In this document.

6 Bank of America Corporation Code of Ethic§:xhibits


- 39-
48/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 8 of 29

Section 1: Governance and Administration


If you have any questions or concerns regarding the Code of Ethics:
• Consult your manager
• Contact the Personnel Center's Advice and Counsel at 1.800.556.6044
To report complaints or possible violations regarding ethical issues,
call the Ethics and Compliance Hotline:
• Callers in the United States, Canada, Puerto Rico and U.S. Virgin
Islands call toll free 1.888.411.1744.
• For other international associates, toll-free dialing instructions
will vary by location. Please see the international dialing instructions
for details.
Complaints can be submitted anonymously and in complete confidence.

The Ethics Oversight Committee resolves any issues regarding the Code of
Ethics, including potential violations and certain exceptions, and will review the
information from the Ethics and Compliance Hotline. The committee includes
the corporation's general auditor, general counsel, principal compliance
executive and chief administrative officer.
1.1 Reporting certain conduct
Bank of America can be held criminally liable if one of its associates or agents
commits certain crimes. You must promptly report any knowledge or information
about employment-related conduct by another associate or agent of the
corporation that you reasonably believe to be:
• Acrime
• A violation oflaw or regulation Non-Retaliation
• A dishonest act, including You must report the relevant facts,
misappropriation of funds as well as any other circumstances
or anything of value from or activities that may conflict with
Bank of America or the the Code of Ethics, to the Ethics and
improper recording of Compliance Hotline. You will not
the corporation's assets be retaliated against for reporting
or liabilities information in good faith in accordance
• A breach of trust with this policy.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration' In this document.

Exhibit!:8ank of America Corporation Code of Ethics 7


- 40-
49/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 9 of 29

1.2 Accounting
To ensure the integrity of its consolidated financial statements, Bank of America
has established internal accounting and operating controls and procedures,
including disclosure controls and procedures, and a Disclosure Committee.
All associates responsible for the preparation of the corporation's financial
statements, or who provide information as part ofthat process, must maintain
and adhere to these controls so that all underlying transactions, both within
Bank of America and with third parties, are properly documented, recorded
and reported.
In addition, all associates have the responsibility to promote full, fair,
accurate, timely and understandable disclosure in reports and documents
that Bank of America files with or submits to the Securities and Exchange
Commission and in other public communications made by the corporation.
The Audit Committee of the Board of Directors has established procedures
for the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls or auditing matters. You may raise any such
concerns to the Ethics and Compliance Hotline. You will not be retaliated
against for reporting information in good faith in accordance with this policy.
1.3 Code waivers
The Board of Directors must approve any waiver of the Code of Ethics for
the principal executive officer, the principal financial officer, the principal
accounting officer and any executive officer or director. The corporation will
promptly disclose any such waiver on its Web site or through a press release
or other public filing as required by law, regulation or applicable stock
exchange rule.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.

8 Bank of America Corporation Code of Ethlcixhibits


- 41 -
50/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 10 of 29

Section 2: Conflicts of Interest


"We work for a large and complex company that operates in a complex
environment. We need to measure our success both by what we achieve and how
we achieve it."
-Amy Woods Brinkley, Global Risk Executive, on doing the right thing

You must avoid conflicts-or even


the appearance of conflicts-between What is a conflict of interest?
personal interests and the interests As a Bank of America associate, you
of Bank of America, its shareholders must recognize that conflicts of interest
or customers. may occur when your personal interests
or activities compete or interfere-or
It is impossible to define every action
even appear to compete or interfere-
that could be reasonably interpreted
with your obligations to the corporation,
as a conflict of interest. This section its shareholders or customers.
defines several potential conflicts of
Conflicts of interest also may arise
interest as examples that you must
when you put the interest of one set
be aware of: of customers over another, or the
• Gifts, hospitality corporation's interest over the interests
and entertainment of its customers, without legitimate
• Information disclosure reason. Such situations might interfere
and dissemination with your judgment or ability to properly
• Outside activities fulfill your Bank of America duties.
and relationships
• Service providers
Conflicts of interest also arise when you or your family members receive
improper personal benefits as a result ofyour position in the corporation.
More information is available from the Enterprise Conflicts
Management Program.
2.1 Gifts, hospitality and entertainment
A conflict of interest may arise when you give or receive gifts, hospitality
or entertainment.
Associates must not give or receive gifts of money to or from current
or prospective customers or suppliers, unless given as part of an approved
Bank of America customer satisfaction program, in which case, such gift(s)
must comply with all program restrictions. There are restrictions on giving or
receiving discounts and non-monetary gifts to or from current or prospective:
• Customers
• Suppliers
• Government officials and agencies

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues. go to "Section 1: Governance and Administration" In this document.

Exhibit~ank of America Corporation Code of Ethics 9


- 42-
51/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 11 of 29

In addition, you must not accept or provide hospitality or entertainment from or


to current or prospective customers or suppliers unless it is for a valid business
purpose, providing an opportunity for a meaningful business conversation.
These restrictions are not intended to apply to gifts, hospitality or
entertainment based on obvious family relationships or close personal
friendships, where the circumstances make it clear that it is the relationship-
rather than Bank of America's business-that is the motivating factor.
You should not participate in any activity that could embarrass or reflect poorly
on Bank of America. To ensure compliance with various state and Federal laws
relating to interaction with government officials and agencies, associates must
contact their Senior Line of Business Manager, in consultation with their Line
of Business Compliance Officer, before entertaining or giving any item to a
government or public official. Your activities should be legal, and should not be
frequent or extravagant. More information is available in the Working at
Bank of America section of the Associate Handbook or to learn more about
Bank of America's gift and entertainment guidelines and restrictions, please
visit the Gifts and Entertainment Policies Web page.
2.2 Information disclosure and dissemination
A conflict of interest may arise if you make public certain types of information
you have access to as part ofyour job.
You must not inappropriately share or disclose to the public proprietary
information concerning Bank of America, including such information
about clients, vendors, market conditions or business events. Even ifyou
inadvertently or accidentally share or disclose such information, a conflict of
interest may arise.
Additional information is available in "Section 3: Confidentiality and
Information Security."
2.3 Outside activities and relationships
A conflict of interest may arise from your activities, employment or other
relationships outside Bank ofAmerica.
You must not act on behalf of or appear to represent the corporation in any
transaction outside your role and responsibilities with Bank of America.
Inform your manager and obtain his or her approval before you:
• Pursue additional employment outside Bank of America
• Engage in an independent business venture
• Perform services for another business organization

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.
-------------_._--=--:-:-:--:---_._.__.._..__._--_._------_._-_.-.'---'.'-
10 Bank of America Corporation Code of Ethii5chibits
- 43-
52/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 12 of 29

You must not pursue such outside activities and relationships during
Bank of America business hours or allow any outside business, civic or
charitable activities to interfere with your job performance. In general,
Bank of America discourages you from serving on a board of a for-profit
organization. For more information, please visit the Outside Directorships
Web page.
2.4 Service providers
A conflict of interest may arise from your relationships with vendors or other
service providers. If you are authorized to approve or award orders, contracts
and commitments to suppliers of goods or services, you must do so based on
objective business standards to avoid any real or perceived favoritism.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "Section 1: Governance and Administration" in this document.

Exhibilfank of America Corporation Code of Ethics 11


- 44-
53/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 13 of 29

Section 3: Confidentiality and Information Security


"The true measure of our success extends well beyond financial results. We enjoy
our greatest success when we are good stewards for our customers and good
neighbors in our communities."
-Joe Price, Chief Financial Officer, on winning

You must keep the following


information confidential and Why is information security a top
Bank of America priority?
secure:
• Customer information- "What we all want from a financial
You may access customer partner or an employer is the freedom
information only for business to manage our financial lives and
purposes and must protect the careers with peace of mind. confidence
confidentiality and security of and trust. Building and maintaining that
that information at all times. trust through the careful management
You should be familiar with and stewardship of information is our
Bank of America's Privacy first responsibility to our customers, our
Policy for Consumers, which associates and to one another:'
details our commitment and -Ken Lewis
ability to protect consumers'
personal information and
circumstances in which you may share information. You should also be
familiar with the "need to know" policy for material, nonpublic information
and certain other confidential information related to our corporate
customers.
• Bank of America information-You must keep confidential and secure any
nonpublic information about Bank of America. Such information you have
about Bank of America activities and plans should only be shared within
the corporation with other associates who "need to know" the information
to perform their duties. Consult your manager if you have questions about
sharing information about Bank of America on a "need to know" basis.
• Associate information-You must keep confidential and secure any
information you have about other Bank of America associates. The
Associate Privacy Policy outlines responsibilities for associates, managers
and service providers when requesting, using, transmitting and disposing
of associate information.
• Supplier information-You must keep confidential and secure any
information you have about the corporation's purchase of products or
services. Sharing this information with the wrong source could provide
an improper advantage to the supplier or its competitors and violate
agreements Bank of America has with suppliers. In some instances, it also
might violate the "need to know" policy for material, nonpublic information.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints

_ _._.........__._-_.-._........__.
regarding ethical Issues, go to "section 1: Governance and Administration" in this document.
--_ .. _.~-_. __ __
. .__.-.-.__.._._._-_. __.._._ ..._.. ..
12 Bank of America Corporation Code of Ethli5chibits
- 45-
54/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 14 of 29

Every year you are required to take Information Protection and Privacy training.
This training highlights the:
• Proper methods to protect confidential and proprietary
information for Bank of America, its customers and associates
• Appropriate use of electronic communications
• Privacy Policy for Consumers
• Associate Privacy Policy
The Corporate Information Security & Business Continuity Web site
contains helpful information about confidentiality and information security
at Bank of America. Section 7 of this Code of Ethics explains the prohibitions
on misuse of material, nonpublic information, and the Global Enterprise
Information Wall Policy discusses the "need to know" policy for this information.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.
- ----~_ _._
.... _-_._ _-_
...... .... .. .._ - - - -
_--_._.~

ExhibiUimk of America Corporation Code of Ethics 13


- 46-
55/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 15 of 29

Section 4: Bank of America Assets


"We work together and rely on each other to serve customers and strengthen two
of the most valuable assets we possess-our integrity and our brand."
-Uam McGee, President, Global Consumer & Small Business Banking,
on trusting and teamwork

You must properly care for and protect Bank of America property and assets,
which should be used for legitimate business purposes only. You must not:
• Steal, embezzle or misappropriate money, funds or anything of value from
Bank of America. Doing so subjects you to potential disciplinary action,
according to the law and Bank of America policy.
• Use Bank of America assets for personal gain or advantage.
• Remove Bank ofAmerica assets from the facilities unless you have your
manager's approval.
• Use official Bank of America stationery, the corporate brand, documents
or the Bank of America name for nonofficial purposes, since such use
implies endorsement by the corporation.
• Misuse your Internet or e-mail privileges. The corporation's private
computer systems are primarily for business purposes and subject to
review, monitoring and recording at any time without notice or permission.
More information on these and other policies is available in the Working
at Bank of America section of the Associate Handbook.

Bank of America assets include, but are not limited to, items such as:

• Computer software • Innovations


• Customer lists or information • Intellectual property
• Data processing systems • Money and funds
• Databases • Records
• Equipment • Reference materials
• Furnishings • Reports
• Flies • Supplies
• Ideas • Technology
• Information about corporate or customer • The corporation's private computer systems
transactions including your e-mail and your Internet access

Remember, any assets you create for Bank of America or while using
Bank of America resources are the corporation's property, and remain its
property even ifyou leave Bank of America.
Bank of America has guidelines with which you should be familiar to ensure
the protection of intellectual property, records and other information. Please
visit the following Web pages:
• Intellectual property • Record retention • Information destruction

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.

14 Bank of America Corporation Code of Ethi65chi bits


- 47-
56/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 16 of 29

Section 5: Financial Responsibility


"Each one of us represents our brand in how we handle the company's
interactions with vendors and other third parties. Our dealings with others
on behalf of the company must meet the highest standards of timeliness,
ethics and appropriateness."

-Barbara Desoer, President, Mortgage Home Equity and Insurance Services,


on leadership

You should conduct your personal


financial affairs responsibly and keep
your business expenses in order. Your duty to cooperate

You are responsible for your financial You must cooperate with any internal
or external investigation or audit,
activities in the following areas:
or any regulatory examination.
• Borrowing-You may not Immediately inform your manager
personally borrow money if you are the subject of an external
from or lend it to suppliers, investigation unless laws, regulations
customers or other associates or the investigating authority prohibit
unless the loan is: you from doing so.
• To or from a family member
-or-
• From an institution normally in the business of lending
-and-
• There is no conflict of interest.
You may make an occasional loan of nominal value (such as for lunch) to another
associate or acquaintance, as long as no interest is charged.
• Business expenses-You must report your business expenses
accurately and in a timely manner. You must not use your business
credit card for any purpose other than appropriate business expenses.
More information on business expenses is available in the Corporate
Expense Policy.
• Personal fees-You may not accept fees or commissions for any transaction
on behalf of Bank of America unless you are specifically authorized to do so.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints

--_. __
regarding ethical Issues, go to "Section 1: Governance and Administration" In this document.
__-_.__._--_
.. __ _ _.
.. ..
ExhibiVank of America Corporation Code of Ethics 15
- 48-
57/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 17 of 29

Section 6: Compliance with Law


"Laws and regulations are vital to conducting business on a level playing field.
Complying with the letter and the spirit of the laws and regulations that
govern our industry is our first obligation to our shareholders, our customers
and one another."

-Steele Alphin, Chief Administrative Officer, on trusting and teamwork

You must not take any action, either personally or on behalf of Bank of America,
which violates any law, regulation or internal policy affecting Bank of America
business.
It is impossible to list all applicable laws. This section presents several topics
regarding regulations that Bank of America associates must be aware of:
• Anti-money laundering
• Mutual fund securities
• Fair dealing
• Corporate opportunities
• Political contributions
6.1 Anti-money laundering
Money laundering is disguising the proceeds of criminal activity through a
series of otherwise legitimate transactions. Every associate has a role to play
in Bank of America's anti-money laundering (AML) effort. For example, you:
• Should be able to recognize "red flags" and report potentially suspicious
or unusual activities
• Must make reasonable efforts to determine the true identity of all customers
• Must follow "Know Your Customer" procedures for your line of business
• Must complete all required AML training courses for your line of business
For an overview of AML, visit the Global Compliance & Operational Risk
Web site.
6.2 Market timing and excessive trading prohibitions
Bank of America prohibits late trading, unauthorized mutual fund market timing
activities and dissemination of confidential information concerning mutual fund
portfolio positions. These prohibitions apply whether you are:
• Engaged in a personal securities transaction or one on behalf of others,
including trading for proprietary or fiduciary accounts of the corporation
• Trading in Bank of America proprietary funds or third-party mutual funds
In addition, Bank of America prohibits excessive trading and market timing by
participants in Bank ofAmerica retirement plans.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration' in this document.

16 Bank of America Corporation Code of Ethl6s<hibits


- 49-
58/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 18 of 29

For more information, please refer to the corporation's Mutual Fund Share
Trading Policy and the Policy on Excessive Trading and Market Timing in the
Bank of America Retirement Plans.
If you become aware of a violation of this policy, you should immediately report
such activity to the Ethics and Compliance Hotline (see "Section 1: Governance
and Administration"). You will not be retaliated against for reporting
information in good faith in accordance with this policy.
6.3 Fair dealing
Associates are expected to deal fairly with Bank of America's customers,
competitors, suppliers and other associates.
• You should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of facts
or any other unfair-dealing practice.
• You must not give or accept bribes, kickbacks, promises or preferential
extensions of credit.
• You must approve or award orders, contracts and commitments based on
objective business standards to avoid favoritism or perceived favoritism.
• You must not conspire or collude in any way with competitors.
6.4 Corporate opportunities
You must not deprive the corporation of an opportunity by:
• Competing with the corporation or using corporate property, information
or your position for personal gain
• Taking for yourself an opportunity that belongs to the corporation or helping
others do so if they are in a position to divert a corporate opportunity for
their own benefit
6.5 Political contributions
You may make personal political contributions, either directly or through
corporation-sponsored or other political action committees as legally
permitted. Under no circumstance may you coerce or pressure other associates
to make political contributions. Associate campaign contributions are not
reimbursable by Bank of America, and campaign fundraising or solicitation
activities on Bank of America premises or with the use of Bank of America
resources are restricted.
You must not give or promise to give money or anything of value to any
executive, official or employee of any government, agency, political party or
candidate for political office if it could be seen as being intended to influence a
Bank of America business relationship. In addition, all associates are expected
to comply with the Foreign Corrupt Practices Act.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "section 1: Governance and Administration" In this document.
- - - - - - _.._._------------
ExhibilJank of America Corporation Code of Ethics 17
- 50-
59/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 19 of 29

Section 7: Restrictions on Trading in Securities or


Financial Instruments; Prohibition Against Misuse
of Material, Nonpublic Information
"We earn the trust of our clients, shareholders and associates by doing the right
thing, the right way-every time."
-Brian Moynihan, President, Global Banking and Global Wealth and
Investment Management, on doing the right thing

7.1 Restrictions on trading in


Bank of America securities
What is material, nonpublic
You must not buy, sell, recommend or
information?
trade in Bank of America securities-
either personally or on behalf of The definition of material, nonpublic
someone else-while in possession information is broad. You should
consider information to be material
of material, nonpublic information
if a reasonable investor would
relating to the corporation, except
consider it important in making an
through trading programs pre- investment decision. Examples include
approved by the Legal Department. merger and acquisition information,
In addition, you must not communicate significant leadership changes and
or disclose such information to others new product rollouts.
who may trade in Bank of America You should consider information
securities. Doing so may not only be nonpublic if it is not generally available
a violation ofyour duty to keep such to the investing public.
information confidential, but also may
be a violation of federal and state laws,
and the laws of many countries.
If you are a Bank of America Corporation director or have been designated
as an "insider" by the corporation, you must obtain special approvals before
trading in Bank of America securities.
You must not engage in speculative trading of Bank of America securities.
This generally prohibits short sales and trading in puts, calls and other options
or derivatives with respect to such securities, unless such transactions are
for legitimate, nonspeculative purposes. If you have questions regarding the
potential speculative nature ofyour transaction, please talk with your manager
or line of business compliance officer. Please note: This paragraph does not
apply to the exercising of Bank of America associate stock options. For more
information, please refer to Additional Guidance while Trading in
Bank of America Securities.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues. go to 'Sectlon 1: Governance and Administration' In this document.

18 Bank of America Corporation Code of Ethiischibits


- 51 -
60/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 20 of 29

7.2 Restrictions on trading in other securities or financial instruments


If you are in possession of material,
nonpublic information about What is a duty of trust or
confidence?
securities or financial instruments,
you are prohibited from buying, A duty of trust or confidence arises,
selling, recommending or trading for example, when one of our lending
such securities or financial officers receives information from a
client with the understanding that the
instruments in breach of a duty
information will be kept confidential.
of trust or confidence owed to the
Questions as to whether a duty
issuer of the securities or financial exists should be directed to the
instruments, the shareholders of that Legal Department.
issuer or any other person who is the
source ofthe information.
In addition, you must not communicate or disclose such information to others
who may misuse it. Doing so not only would be a violation ofyour duty of trust
or confidence, but also may be a violation of federal and state laws, and the
laws of many countries.
7.3 Information walls
To assist in the prevention of the misuse of material, nonpublic information,
the corporation has adopted enterprise-wide information-wall policies. These
policies restrict the flow of information among certain units, and apply to: you,
your family members who reside in your household and your family members
whose securities trading is subject to your influence or control.
You must become familiar with, understand and comply with the Enterprise
Global Information Wall Policy and all other policies and procedures that relate
to your area of responsibility. These policies are designed to:
• Prevent the flow of information from associates in units that may receive
material, nonpublic information about issuers of securities or financial
instruments to associates in units that buy, sell or recommend securities
and financial instruments to fiduciary and nonfiduciary accounts
• Provide additional guidance on prohibitions against the misuse of material,
nonpublic information, including additional restrictions on personal trading
for certain designated units
• Address other issues raised by the activities of each designated unit
For more information, please visit the Global Enterprise Information Wall Policy.

If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.
-------------::- -------
Exhibikank of America Corporation Code of Ethics 19
- 52-
61/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 21 of 29

BankofAmerica ....
Bank of Opportunity'

Bank of America, N.A. Member FDIC. ©2009 Bank of America Corporation


o Printed on recycled paper. BRO-Q9-QS-Q447.E Exhibits
- 53-
62/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 22 of 29

1
2
3
4
5
6
7
8
9
10

11

12
13
14
15
16
17
18
19
20
21
22
23
24 Exhibit 4
25
26
27
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

Exhibits
- 54-
63/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 23 of 29

Bank of America
Legal Department

Outside Counsel Procedures


(For law firms located in United States
or providing services to businesses in U.S.)

April 2008

BankofAmerica ~


Exhibits
- 55-
64/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 24 of 29

BANK OF AMERICA
LEGAL DEPARTMENT

Outside Counsel Procedures for the United States

I. Introduction 1
II. Relationship with the Legal Department and Other Law Firms 2
III. Engagement of Outside Counsel 2
A. General Engagement Policy 2
B. Role ofthe Legal Department 2
C. Role of the Responsible Business Associate 3
D. Role of the Law Firm 3
IV. Confidentiality and Security ofInformation 5
V. General 6
A. Gramm-Leach-Bliley Act 6
B. Contacts with the Media 6
C. Conflicts of Interest. 6
D. Document Review 7
E. Standard Forms 7
F. Work Products and Research Materials 7
G. Contact with RegulatorslNotice of Regulatory Issues 7
H. Compliance with Section 307 of Sarbanes-Oxley 8
I. Treasury Regulations - Potentially Abusive Tax Shelters 8
VI. Minority and Women Outside Counsel 8
VII. Special Engagements-Exceptions 8
A. Private Client Group 8
B. Insurance Claims 9
C. Collection Matters 9
VIII. Litigation Matters 9
A. General 9
B. Litigation Philosophy 9
1. Advocacy 9
2. High Ethics 9
3. Motion Practice and Discovery 10
4. Settlements 10
5. Alternative Dispute Resolution 10
C. Engagement of Outside Counsel. 10
1. Engagement Policy 10
2. Legal Matter Numbers 10
D. Relationship with Legal Department 11
1. Principal Legal Contact. 11
2. Mandated Contacts 11
3. Partnering Relationship 11
4. Initial Requirements of Outside Counsel 11
E. Reporting Requirements/TeamConnect 12

ii

Exhibits
- 56-
65/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 25 of 29

F. Miscellaneous Requirements 12
1. Engagement of Local Counsel 12
2. Engagement of Experts 12
3. Engagement of Electronic Discovery Agencies 12
4. Engagement of Class Action Administration Firms 13
5. Appeal 13
6. Stenographic Services 13
7. Regulatory Issues 13
IX. Billing Procedures and Guidelines 14
A. Invoice Content and Details 14
B. Disbursements 15
C. Staffing 17
D. Legal Research 18
E. Non-Payment ofInvoices Due to Errors or Incomplete Information 18
F. Timekeeper Data and Billing Rates 19
G. Credits 20
H. International Law Firms 200

APPENDICES

APPENDIX I: Use of Minority and Women Attorneys on Bank of America Matters (1 page)
APPENDIX II: Initial Case Plan and Budget (3 pages)
APPENDIX III: Invoice Process Guide (16 pages)
APPENDIX IV: TimekeeperslBilling Rates (3 pages)
APPENDIX V: Invoice/Billing Contacts (1 page)

iii

Exhibits
- 57-
66/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 26 of 29

BANK OF AMERICA
LEGAL DEPARTMENT
OUTSIDE COUNSEL PROCEDURES

I. Introduction

The Bank of America Legal Department (the "Legal Department" or the "Department")
is responsible for managing the legal affairs and legal risks of Bank of America
Corporation and its subsidiaries ("Bank of America" or the "Company"). The
Department employs highly skilled in-house lawyers and outside counsel who have a
strong commitment to the success of Bank of America, to upholding high standards of
professional and ethical conduct, and to ensuring timely, responsive, and cost-effective
service.

The Department's in-house lawyers expect to work closely with outside counsel retained
to represent the Company, and to be fully involved in the matters outside counsel are
engaged to handle.

These U.S. Outside Counsel procedures (the "Procedures") are designed to guide the
Bank of America line of business officers and outside counsel in assisting the Department
in its efforts to manage the legal affairs of the Company effectively. The Procedures
apply to law firms and their lawyers located in the United States. (With the exception of
the details related to invoice processing, these procedures do apply to law firms outside
the United States where they provide services to a U.S.-based business or are otherwise
paid out of the United States.) Additional procedures will be implemented for law firms
and their lawyers outside the United States. Compliance with these Procedures is
imperative to a successful working relationship between Bank of America and its outside
counsel. Failure to comply may result in the nonpayment of legal invoices, and chronic
failure to comply may lead to Bank of America terminating its relationship with a law
firm.

As Bank of America consists of different businesses, offering products to different


customers, it will be necessary to make exceptions to these Procedures at various times.
Unless directed differently by a Legal Department attorney, law firms are to adhere to
these Procedures.

These Procedures shall constitute the written engagement, or contract, of the firm for any
matter for which it is engaged on behalf of Bank of America, and shall govern the terms
of the engagement. These Procedures are applicable to all law firms and attorneys
providing legal services to Bank of America. Law firms retained by Bank of America
should ensure that a copy of these Procedures is provided to all attorneys, paralegals,
administrative, clerical or other assistants assigned to a particular matter before work
begins on any matter.

For convenience, these Procedures reside on the Internet at:


http://www.bankofamerica.com/suppliers/files/legalprocedures.doc

Exhibits
- 58-
67/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 27 of 29

II. Relationship with the Legal Department and Other Law Firms

Bank of America's legal needs are served through the coordinated efforts of outside
counsel and attorneys within the Department. Outside counsel is directed to consult with
Department attorneys to become familiar with Bank of America's policies, procedures
and availability offorms and research. In general, outside counsel should identify and
consult regularly with the responsible attorney in the Department for each matter
engagement they undertake. On significant matters, outside counsel should confirm
whether a specific Department attorney has been assigned to work with outside counsel,
and if so, work with that attorney to develop a strategic plan which shall cover the
following: (i) handling the matter, including staffing, budgeting and development of a
comprehensive strategy where opposition is anticipated; and (ii) approvals required
before taking any action or incurring any expense as described in these Procedures.

In all cases, outside counsel must obtain prior approval from a Department attorney
before incurring significant fees or expenses on a matter, initiating action seeking
extraordinary remedies or relief sought on Bank of America's behalf, undertaking
representation involving any possible conflict of interest; or proceeding with any matter
entailing a significant legal, regulatory, precedential or reputational risk to Bank of
America.

If outside counsel requests the use of any other law firm or attorney in a matter it is
handling for Bank of America, such request must be made to the Department attorney
handling the matter. If the request is approved, the law firm may engage the services of
such counsel directly.

III. Engagement of Outside Counsel

A. General Engagement Policy

The procedures to engage outside counsel vary with the nature of the legal matter
and/or the supported line business. In all cases, the retention of a law firm to
provide legal services to Bank of America must be documented with a Legal
Matter Number ("LMN"). Before commencing work on a matter, outside counsel
should ensure that an LMN has been obtained.

B. Role of the Legal Department

An attorney in the Department must review and approve in advance all requests to
engage outside counsel on most matters. For certain classes of matters including
transactions, routine real estate closings, consumer collections, et cetera, the
approval is granted for a group of law firms providing legal services for the
defined matters, for a defined period.

Exhibits
- 59-
68/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 28 of 29

Attorneys in the Legal Department, and only those attorneys, have the authority to
retain outside counsel for all litigation matters.

c. Role of the Responsible Business Associate

Before engaging outside counsel, the responsible business associate of Bank of


America must submit a request to engage outside counsel to the Department by
accessing the Retention of Counsel Form (ROC) through its intranet site at:
http://legal.bankofamerica.comlclient/retention/index.asp. (In some instances, the
written request occurs after consultation with an appropriate Department
attorney.)

Where the Department attorney approves the retention request, the Department
will assign an LMN and electronically notify the business associate of it. The
Legal Department attorney and business associate will jointly decide who will
provide the LMN to the law firm, along with the details concerning the scope of
the engagement, including, if required by the business or Department, a specific
budget for the matter.

Where the Department attorney does not approve the retention request, the
Department will electronically notify the business associate.

For those matters that do not require specific Legal Department approval, the
Department will automatically assign an LMN without attorney approval.

D. Role of the Law Firm

1. Bank of America encourages outside counsel to propose alternative billing


arrangements for appropriate matters and constantly evaluate cost-benefit
alternatives. To ensure the delivery of high-quality, cost-effective legal
services, any alternative billing arrangements must be approved by the
Legal Department in advance.

2. Bank of America may request outside counsel to provide standard


discounts on hourly rates for certain classes of matters, including but not
limited to litigation, problem loan, product development, and general
corporate advice. In many cases, such discounts already exist.

3. Unless otherwise agreed in advance, all charges by outside counsel for


services rendered on behalf of Bank of America shall be solely on the
basis of hourly rates that Bank of America has previously approved. All
pricing arrangements, including any agreed-upon discount to the hourly
rates, must be reflected on all invoices.

4. Bank of America may request the law firm to provide the following: (1) a
quarterly report of use of minority and women attorneys on its matters in
the format detailed in Appendix I, and/or (2) reports concerning the firm's
relationship with Bank of America or any specific matter.

Exhibits
- 60-
69/116
Case 05-90374 Document 257-1 Filed in TXSB on 04/15/09 Page 29 of 29

5. Bank of America maintains a web-based extranet to enable the Legal


Department to maintain electronic paperless files for a legal matter,
referred to as Legal File Room (LFR). Bank of America may request
outside counsel to utilize the LFR in any legal matter by uploading all
documents that would otherwise be provided to the Legal Department onto
the LFR file that the Legal Department has opened for the legal matter. If
requested, the firm will be required to obtain access credentials through
the Bank of America Secure Messaging team, including a user name and
secure password for each user within the firm. Your contact in the Legal
Department will assist you in obtaining these credentials. Outside counsel
is responsible for maintaining strict confidentiality of the information
accessible on LFR and strict security to protect unauthorized access. This
includes, but is not limited to, immediate notification to Bank of America
of the departure or reassignment of any law firm personnel with access to
LFR so that the individual's user name and password can be deleted, as
well as immediately changing any other password known by the departing
individual. Outside counsel is responsible for establishing appropriate
ethical walls within the firm to restrict access to any legal matter file to
those users with a business reason to access the matter.

6. Bank of America requires that each of its law firms has current
professional malpractice insurance. Law firms should submit proof of
insurance coverage to:

Mr. Patrick C. Ryan


NC 1-002-29-0 I
Bank of America
IO I S. Tryon Street
Charlotte, NC 28255
(patrick.c.ryan@bankofamerica.com)

Exhibits
- 61 -
70/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 1 of 46

IV. Confidentiality and Security of Information

Bank of America reserves the right to perform due diligence and assess the information
security plans and procedures of outside counsel and any third party in privity with
outside counsel, which will receive Bank of America confidential information, prior to
engaging outside counsel to represent Bank of America or its customers.

Incident to representation of Bank of America, outside counsel will receive


communications pertaining to internal policies, procedures, strategies and positions of
Bank of America of a proprietary and confidential nature. While handling particular
matters, members of the firm may also be provided with records or information
pertaining to customers of the Company. Bank of America requires outside counsel to
maintain the confidentiality of such information both during and after the course of the
firm's representation of Bank of America. In particular, the firm shall limit disclosure
and access to customer and proprietary information to those members and staff of the
firm who need to have such access to provide the services for which the information has
been provided. Outside counsel must follow all statutory and regulatory provisions
relating to privacy, confidentiality and nondisclosure of customer records, proprietary
information of Bank of America, and other privileged or confidential information,
including without limitation information or data protection laws and regulations. Outside
counsel should address such situations in a professional manner consistent with all codes
of professional responsibility and applicable laws and regulations. For example, outside
counsel should be aware that federal law prohibits the disclosure of certain information
such as examination reports and suspicious activity reports since such information is
viewed as property of the federal government.

Bank of America reserves the right to review, test, and audit information and data
protection plans and procedures of outside counsel and any third party in privity with
outside counsel who accesses Bank of America confidential information. Outside
counsel shall timely correct any element of this information and data protection plans and
procedures, which could reasonably be expected to pose a threat to the protection of Bank
of America confidential information.

Outside counsel shall promptly return, deliver or destroy all confidential information in
its possession or the possession of any third party in privity with outside counsel per the
written request of Bank of America.

Any law firm in possession of such information may only transmit it to or receive it from
Bank of America via secure electronic means (Le., encrypted e-mail). Bank of America
will establish a secure e-mail account for any person in a law firm who will receive or
send confidential Bank of America information.

In situations where law firms need to transmit or receive the most sensitive of this
confidential information, Bank of America recommends doing so orally, in person or by
telephone.

Exhibits
- 62-
71/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 2 of 46

V. General

A. Gramm-Leach-Bliley Act

The Gramm-Leach-Bliley Act imposes restrictions on disclosure of non-public


personal information by financial institutions and on recipients of such
information from financial institutions and imposes certain information security
obligations on financial institutions. The firm agrees to use procedures and
systems designed to (1) ensure the security, integrity and confidentiality of Bank
of America proprietary and customer information; (2) protect against any
anticipated threats or hazards to the security or integrity of such information; (3)
protect against unauthorized access to or use of such information that could result
in substantial harm or inconvenience to Bank of America or any person that is the
subject of such information; and (4) ensure the proper disposal of such
information. In the event that the firm employs service providers (such as court
reporters, copy services, et cetera) and provides such service providers with
customer information or other confidential or proprietary information, the firm
shall ensure that such service providers have entered into an agreement addressing
confidentiality and security of any Bank of America customer or proprietary
information. Confidential information includes without limitation all customer
information. "Customer information" means information about any customer's
use of Bank of America services or their accounts.

B. Contacts with the Media

Outside counsel is not authorized to respond to media inquiries concerning Bank


of America without the prior approval of the Department. All media contacts
with outside counsel must be referred to the Department. If outside counsel
anticipates that a matter may call for a response to the media, the firm should
immediately contact the Department.

C. Conflicts of Interest

Outside counsel is required to advise the Department immediately of any actual or


potential representation which may be or become adverse to the interests of Bank
of America (including its interests in a fiduciary capacity), or of any situation that
otherwise may involve a conflict ofinterest, including issue conflicts (such as
where a firm asserts a legal position adverse to the interests of Bank of America
on behalf of another client in another case).

Bank of America expects the undivided loyalty of its outside counsel and may
regard as an actual or potential conflict of interest the representation of another
party, which may have differing interests, whether such interests be conflicting,
inconsistent, diverse or otherwise discordant. The foregoing description of
"conflict of interest" may be broader than any otherwise applicable definition
under outside counsel's local bar rules or canons of ethics. Any such

Exhibits

72/116
- 63-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 3 of 46

circumstance should be explained in writing addressed to the attention of an


attorney in the Department.

Only Department attorneys have the authority to waive conflicts of interest for
Bank of America. Outside counsel will be advised promptly by a Department
attorney whether Bank of America consents, and the conditions thereto, or
declines to consent to any such actual or potential conflict. Any consent so
granted shall be on the condition that such consent will be reconsidered in the
event that the interests of outside counsel's client and of Bank of America change
materially.

D. Document Review

Particular Bank of America matters will require extensive review of hard copy
and electronic documents. In these matters, where the purpose of the review is to
locate information within certain parameters, Bank of America may require a law
firm to retain contract lawyers to conduct the initial review. Any such retention
should be guided by a Bank of America vendor contract. (That is, Bank of
America will hire the contract lawyers or instruct law firms who to hire.)

E. Standard Forms

The Department has developed standard forms or specific contractual provisions


for a wide variety of routine transactions (e.g., collection matters, purchase
contracts, leases, loan agreements, promissory notes, security documents, et
cetera). Outside counsel is required to consult with the Department to determine
if a standard form or a specific contractual provision is available and appropriate
for the matter at hand.

F. Work Products and Research Materials

Law firms representing Bank of America are required, on an ongoing basis, to


submit their substantive work product, such as legal opinions, memoranda and
briefs, to the Department. Additionally, law firms representing Bank of America
are requested to check first with the Department before initiating significant
research projects. This is intended to avoid needless and costly duplication of
research efforts and to avoid inconsistent legal positions. For research assistance,
contact a Department attorney.

G. Contact with RegulatorslNotice of Regulatory Issues

Outside counsel shall not contact any federal, state or local regulatory body or
government official regarding any matter or issue without the prior approval of
the Department. In addition, outside counsel shall notify the Department of any
regulatory issues that are identified in connection with any matter.

Exhibits
- 64-
73/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 4 of 46

H. Compliance with Section 307 of Sarbanes-Oxley

If outside counsel reasonably believe that material violation of law may have
occurred, is occurring or is about to occur, as set forth in Section 307 of the
Sarbanes-Oxley Act of 2002 and the SEC Rule promulgated there under (17 CFR
205), outside counsel must notify the General Counsel and the appropriate Legal
Department attorney. This notice may be in any form, but should conspicuously
state that it is being made under Section 307 of the Sarbanes-Oxley Act.

I. Treasury Regulations - Potentially Abusive Tax Shelters

Bank of America Corporation and its affiliates ("Bank of America") requests your
support in Bank of America's efforts to meet its obligations under Treasury
regulations regarding the disclosure and reporting of "potentially abusive tax
shelters." "Potentially abusive tax shelters" include transactions listed by the
Internal Revenue Service, confidential transactions, transactions with contractual
protections, transactions with significant tax losses, transactions with significant
book-tax differences, and transactions with brief asset-holding periods (See Treas.
Reg. §1.6011-(4)(b)(2)-(7».

Each failure to disclose or report a reportable transaction may result in significant


penalties. For these reasons, please respond to Bank of America to identify
whether or not you are reporting or maintaining a list on a transaction entered into
in which you believe Bank of America participated or acted as a material advisor.
See, I.R.C. §§6111 and 6112. In addition, if you are reporting such a transaction
or maintaining such a list, please provide a name and description of the
transaction and the individuals and entities involved. If you have any questions,
please call or e-mail Patrick Ryan at 704.387.1359 or
patrick.c.ryan@bankofamerica.com.

VI. Minority and Women Outside Counsel

Bank of America desires to encourage and expand the inclusion of minorities and women
within and among all law firms providing legal services to it. To this end, Bank of
America sponsors regional and local programs designed to enhance the development and
opportunities of minority and women attorneys. In conjunction with the efforts of the
Legal Department Diversity Business Council, Bank of America expects that its law
firms will have women and minority partners and associates work on its legal matters.

VII. Special Engagements-Exceptions

A. Private Client Group

Exceptions to these Procedures may apply to matters for which the Private Client
Group engages outside counsel to represent Bank of America when the matter
involves Bank of America in its fiduciary capacity.

Exhibits
- 65-
74/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 5 of 46

B. Insurance Claims

Exceptions to these Procedures may apply to matters where Bank of America


engages outside counsel to represent it on a claim for which Bank of America is
insured.

C. Collection Matters

Exceptions to these procedures may apply to matters where Bank of America


engages outside counsel to perform loan collection activities.

VIII. Litigation Matters

A. General

1. The following provisions of these Procedures affect only litigation


initiated by or against Bank of America on bank-paid matters. Matters
dealing with (i) uncontested loan workouts and loan enforcement issues,
(ii) bankruptcies and (iii) routine judicial processes such as interpleaders
and the like, where no significant defense or counterclaims are raised, are
not considered to be litigation matters for purposes of this Section VIII.

2. Provided there is no corporate exposure, the following provisions of this


Section VIII do not apply in those instances where Bank of America or its
subsidiaries are involved only in their fiduciary capacity.

3. With respect to all litigation matters covered by this Section, to the extent
that a conflict exists with other parts of these Procedures, the procedures
in this Section VIII shall apply.

4. No litigation covered by this Section may be commenced on behalf of


Bank of America without the express consent of the Department.

B. Litigation Philosophy

I. Advocacy

Bank of America, while maintaining strong advocacy positions, seeks to


facilitate the cost-effective resolution of claims.

2. High Ethics

Outside counsel representing Bank of America is expected at all times to


maintain the highest ethical standards. Coercive, dilatory or obstructive
tactics are not to be used.

Exhibits

75/116
- 66-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 6 of 46

3. Motion Practice and Discovery

The Department strongly discourages protracted motion practice. When


appropriate, however, dispositive motions to dismiss or for summary
judgment should be employed to resolve as many issues as possible.

4. Settlements

The settlement possibilities of each matter should be identified and


considered early in the proceedings and periodically revisited thereafter.
Where possible, cases best resolved by settlement should be settled at an
early stage. Outside counsel should promptly report to the Principal Legal
Contact (as defined below) any settlement offer or overtures.

5. Alternative Dispute Resolution

Mediation, binding arbitration and other forms of alternative dispute


resolution have proven very beneficial to Bank of America and should be
considered at the outset of any engagement and periodically thereafter.
Use of alternative dispute resolution is strongly supported by Bank of
America.

C. Engagement of Outside Counsel

1. Engagement Policy

With the exception of non-adverse matters, such as routine collections, a


Legal Department attorney will engage outside counsel for litigation
matters and serve as the principal contact (the "Principal Legal Contact").
In all instances, any adverse litigation matter must have a LMN assigned
by the Litigation Practice Group.

2. Legal Matter Numbers

Upon assignment of an LMN, the Legal Department will provide the LMN
to the law firm and such other information as may be necessary for the
engagement and compliance with these Procedures. Thereafter, the LMN
must appear on all firm invoices, correspondence and other documents
furnished to Bank of America.

10

Exhibits

76/116
- 67-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 7 of 46

D. Relationship with Legal Department

1. Principal Legal Contact

The law firm will be advised at the time of the engagement who the
Principal Legal Contact is. The law firm will be responsible for assuring
that the Principal Legal Contact is informed of all significant issues that
arise in connection with the matter.

2. Mandated Contacts

For (i) all cases where the estimated exposure is $250,000 or more or (ii)
when otherwise so advised, outside counsel is expected to consult with the
Principal Legal Contact on all significant strategic and tactical decisions,
including (by way of example):

• Unusual defenses raised


• Dispositive and other significant motions
• Discovery plan
• Anticipated use of ADR
• Class certification issues
• Settlement

3. Partnering Relationship

On all litigation matters, the law firm engaged for the matter will partner
with the Principal Legal Contact, other Department lawyers involved in
the matter and the responsible business associate.

4. Initial Requirements of Outside Counsel

At the time of the engagement or promptly thereafter, outside counsel


should consider and discuss with the Principal Legal Contact the
following:

a) Feasibility of alternatives to standard hourly billing;

b) Whether a budget will be required and, if so, in what form


(generally, a budget will be required if the anticipated legal fees
will exceed $50,000);

c) The level of oral and written communications expected by the


Principal Legal Contact;

d) Consideration of alternative dispute resolution strategies;

e) Identification of all perceived risks and the law firm's initial


estimate of (i) the probability of an adverse result and (ii) the

11

Exhibits
- 68-
77/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 8 of 46

probable (most likely) loss to Bank of America determined on a


risk-weighted basis; and

f) In all cases in which the legal fees will exceed $100,000 or the
risk-weighted exposure exceeds $250,000, a case map and budget
(Exhibit B) is required at the outset and must be updated at least
quarterly.

E. Reporting RequirementsrreamConnect

All law firms engaged by Bank of America with respect to a litigation matter are
required to keep their case files current pursuant to guidelines provided to the law
firm from time to time by the Department.

The Department regularly generates reports to Bank of America management. To


ensure these reports are accurate - and to assure that litigation matters are
managed effectively - The Department and Bank of America are relying on the
law firm's continued diligence in reporting case updates to the Legal Department.
It is particularly critical that law firms provide case updates well before the end of
each calendar quarter.

F. Miscellaneous Requirements

1. Engagement of Local Counsel

Outside counsel has no authority to engage local counsel without the


express consent of the Department. Local counsel must adhere to all
provisions of these Procedures.

2. Engagement of Experts

Outside counsel has no authority to engage litigation experts without the


consent of the Legal Department. The Legal Department's TeamConnect
system maintains an index of all adverse and non-adverse experts involved
in litigation with Bank of America. Outside counsel is requested to
consult with the Principal Legal Contact for assistance in identifying the
appropriate expert(s). Additionally, the Department negotiates special fee
arrangements with certain national accounting firms and other providers of
expert services that should be considered before an expert is retained.

3. Engagement of Electronic Discovery Agencies

Outside counsel has no authority to engage agencies to conduct electronic


discovery. The Legal Department maintains relationships with preferred
discovery agencies. Outside counsel must consult with in-house Legal
Department Litigation attorney to determine which discovery agency to
hire, if any.

12

Exhibits

78/116
- 69-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 9 of 46

4. Engagement of Class Action Administration Firms

Outside counsel has no authority to engage agencies to administer class


action lawsuits. The Legal Department maintains relationships with
preferred administration firms. Outside counsel must consult with in-
house Legal Department Litigation attorney to determine which class
action firm to hire, ifany.

5. Appeal

Outside counsel should not undertake an appeal without the express prior
approval of the Department. Nevertheless, outside counsel should take all
steps necessary to protect Bank of America's right to appeal pending a
decision being made. Additionally, outside counsel should be familiar
with 12 USC § 91 regarding the absence of bonding requirements for
national banks.

Consideration should be given to handling appeals on a negotiated fixed-


fee basis.

6. Stenographic Services

Outside counsel, other than counsel retained by Bank of America's


insurance carriers, is required to arrange all Bank of America initiated
depositions and transcription services through court reporting services
approved by the Department. Outside counsel is required to obtain the
highest quality of service with the most cost-effective rates for Bank of
America. Fees and expenses attributable to services ordered from a
transcriber are to be billed directly to Bank of America.

7. Regulatory Issues

Outside counsel shall notify the Principal Legal Contact and obtain the
approval of the Principal Legal Contact prior to contacting any regulatory
agency on behalf of Bank of America. In addition, outside counsel shall
notify the Principal Legal Contact of any and all regulatory issues raised in
the context of a litigation matter, including all requests for examination
materials, currency transaction reports, suspicious activity reports, and
other similar regulatory communications or materials.

13

Exhibits
- 70-
79/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 10 of 46

IX. Billing Procedures and Guidelines

Generally, outside counsel will submit separate invoices monthly for each matter being
handled. Bank of America requires outside counsel to submit invoices electronically, at
least where it is possible for law firms to do so. Specific details about invoice submission
are included in Appendix III. (Note, Appendices III through V are meant to complement
the Outside Counsel Procedures by serving as a reference for outside counsel to
understand the invoice review and payment process at Bank of America. They answer
many frequently asked questions.)

Outside counsel has no authority to engage local counsel without the express consent of
the Department. Where such approval is granted, local counsel must adhere to all
provisions ofthese Procedures.

A. Invoice Content and Details

Invoices submitted for payment by Bank of America must be at least $100. We


will not process any invoice less than $100, unless that invoice is a Final invoice.
The submission of a Final invoice prevents future invoice submissions for that
matter. For more details, please contact LegalPrecision Support as referenced
throughout Appendices III through V.

Invoices must contain the following information before Bank of America will
consider them for payment:

• Bank of America assigned Legal Matter Number


• Unique invoice number assigned by the firm, labeled "Invoice Number" or
"Bill Number"
• Invoice date (no future dates)
• At least one charge line that should be descriptive of the services provided
• Itemization of disbursements (see Section IX.B, "Disbursements")
• A subtotal of all legal fees and disbursements, including clear
identification of any discounts or adjustments, and the resulting invoice
total

Entries for telephone conversations, conferences, meetings, and court conferences


must specifically describe the parties involved and the subject matter or purpose
of the task. Charges for preparing or reviewing correspondence should identify
the subject matter of the letter and the author.

Block billing is not acceptable. Each task performed by outside counsel requires
a separate time entry on an invoice. (Examples of acceptable time entries are
below.)

Time entries must be rounded to the nearest 0.10 of an hour.

14

Exhibits
- 71 -
80/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 11 of 46

Bank of America will not pay outside counsel for audit letter responses, unless
they become complex enough to merit significant law firm work.

Bank of America will compensate for time spent in transit provided travel time is
devoted to actual billable work. Time spent in transit alone may not be billed.
Unless agreed to in advance, time away from home or the office that is not spent
performing legal services will not be compensated. In addition, if travel time is
devoted to working for one or more clients in addition to Bank of America,
outside counsel may bill a proportionate share to Bank of America.

For non-hourly based billing, outside counsel may bill a flat fee for matters where
a pre-negotiated fixed rate has been established. Bank of America may request as
backup an hourly breakdown of the actual work performed. For other matters
where a task-based or activity-based arrangement has been negotiated, invoices
should indicate the billing amount for each task, activity, or function.

Unacceptable (block billing and not in O.IO-hour increments):

Date Hrs Tmkpr Rate Value Description


1/9/06 1.75 EMW $300 $525 Telephone call with Ms. Jane Duffy
regarding revisions to summary
judgment papers; draft and finalize
responses to plaintiffs request for
production of documents.

Acceptable (single task per time ent!)': time in 0.1 O-hour increments):

Date Hrs Tmkpr Rate Value Description


1/9/06 0.5 EMW $300 $150 Telephone call with Ms. Jane Duffy
regarding revisions to summary
judgment papers.
1/9/06 1.0 EMW $300 $300 Draft responses to plaintiffs request for
production of documents.
1/9/06 0.2 EMW $300 $60 Finalize responses to plaintiffs request
for production of documents.

B. Disbursements

There should be no profit to outside counsel on disbursements. Bank of America


expects outside counsel to be conscientious shoppers on its behalf by obtaining
the best rates for disbursements. Specific requirements follow.

Bank of America may contract with particular service providers on an exclusive


basis in return for discounted rates. Law firms retained by Bank of America may
be required to use the providers designated in their areas for such items as

15

Exhibits
-72 -
81/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 12 of 46

stenographic services, public record searches, and service of process, if notified to


do so by Bank of America.

Law firms must pay any vendors they hire directly then include the associated
expenses as a disbursement on its own invoice submitted by the law firm for
payment by Bank of America. In cases where such a direct expense exceeds 10%
of the corresponding law firm invoice, the law firm may choose whether to pay
vendor directly or forward the vendor's invoice to responsible Bank of America
in-house attorney for payment by Bank of America.

Each disbursement must be itemized and must include a brief description. In


addition, disbursements should not be submitted as "Miscellaneous" or "Other."
Bank of America may request documentation verifYing disbursements itemized
on an invoice, including outsourced disbursements.

Bank of America will not reimburse law firms for certain items considered
administrative tasks or expenses that are firm overhead. If the expenses detailed
below appear on an invoice, Bank of America will reduce the outside counsel
invoice by the stated amount.

These non-reimbursable expenses follow: (Please note, the items and tasks listed
below are the most common non-compensable ones. However, the following list
is not meant to be exhaustive. At our discretion, Bank of America may reduce
any fees/expenses we believe are excessive.)

• Service, license, or computer equipment fees related to electronic research


(See Section IX.D, "Legal Research," below);
• Meals or transportation for employees of the law firm working "after hours";
Meals for business meetings will be reimbursed only if (i)
employees of the law firm are required to work through a normal
mealtime, (ii) the business discussed at the meal relates to a matter
for which the law firm has been engaged by Bank of America, (iii)
the charges are reasonable, and (iv) a Bank of America employee
attends the meeting.
• Library books, publications, subscriptions or periodicals;
• Extra air conditioning or heating;
• Hardware, software, database consultants or technical support;
• Purchase or rental of, or allocations for, equipment such as copiers, fax
machines, computers, software, postal machines, scanning equipment, CD
writers, etc.
• Office supplies
• Internal messenger services
• "Rush" messenger service, unless requested by Legal Department
• Ordinary postage
• Facsimile charges other than long distance charges associated with the
transmission

16

Exhibits

82/116
- 73-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 13 of 46

• Rental storage fees


• Accounting or bookkeeping charges
• Printing documents from computer
• Scanning documents
• Other general overhead expense

Administrative Tasks/Expenses:
• Secretarial overtime and word processing
• Invoice preparation
• Staff supervision
• File opening/closing
• Making travel arrangements
• Conflict of interest checks
• Budget preparation
• Preparing transmittal letters

Clerical Tasks:
• Photocopying documents
• Scanning documents
• Filing/Serving
• Word processing
• Docketing/Calendaring
• Document indexing
• Faxing documents
• Filing documents or updating files
• Organizing documents

Unless otherwise directed, the following expenses are reimbursable at cost:

• Copying: Bank of America will reimburse actual copying costs, but no more
than $0.10 per page for black & white or $0.80 per page for color copies. The
actual number of copies made must be indicated on the invoice;

• Third party courier and express delivery and telecopying costs: These
services should be used sparingly. Costs associated with invoice delivery
should not be billed to Bank of America;

• Travel: Law firms must book travel arrangements according to the policies
guiding Bank of America associate travel. These policies are available upon
request from the Department.

C. Staffing

Bank of America expects a law firm to appropriately staff the matters it handles
for Bank of America. Law firm attorneys and paralegals should handle work that
is commensurate with their professional experience and skill. In general, on

17

Exhibits

83/116
- 74-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 14 of 46

routine matters the Legal Department expects to have a partner or senior associate
as the primary attorney, with an associate and paralegal (if appropriate) handling
the routine work fitting their abilities. To ensure staffing levels are within
expectations, law firms are encouraged to discuss staffing plans for specific
matters with the responsible Legal Department attorney.

Bank of America will not pay for duplication of time caused by the transfer of a
project to a new attorney for internal reasons, double-teaming, education, or
excessive intra-firm conferencing.

Bank of America will not pay for summer associates or other similar timekeepers.

Outside counsel acting as counsel to Banc of America Securities LLC as lead


manager for a securities offering are subject to the additional staffing and other
requirements set forth in the "Guidelines for Outside Counsel with Respect to
Securities Offerings." Outside counsel may obtain these guidelines upon request
from a Department attorney aligned with Banc of America Securities LLC.

D. Legal Research

Bank of America considers the costs associated with supporting electronic legal
research a non-reimbursable expense to be provided by outside counsel. Bank of
America will pay for reasonable amounts of time spent by a professional
conducting the research, but not the administrative fees associated with it. In the
event that any administrative fee for electronic research is included on a bill
submitted to Bank of America, the amount paid will be reduced to exclude that
charge.

All firms representing Bank of America are required to make research materials
available to Bank of America for its research files, and these materials may, in
tum, be available to outside counsel. This will eliminate costly duplication of
research efforts and assure consistency in the handling of matters for Bank of
America.

E. Non-Payment oflnvoices Due to Errors or Incomplete Information

Bank of America will reject and return invoices, via LegalPrecision, for the
following reasons:

• Computational errors;
• Incorrect formats;
• Unidentified timekeepers;
• Unapproved timekeepers;
• Invoices with duplicate invoice numbers;
• Invoices lacking Bank of America LMN.

18

Exhibits
- 75-
84/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 15 of 46

Bank of America will not pay for descriptions that lack specificity, including but
not limited to the following examples:

• Attention to file, matter, correspondence, et cetera;


• Work on file, discovery, motion, trial preparation;
• Follow up on request, status of, discovery requests, medical information, et
cetera;
• Update case strategy or files;
• Prepare for conference, phone call or meeting;
• Review documents, correspondence, records, file, case strategy, or case
issues;
• Receive and review documents;
• Pursue strategy, investigation, various matters, documents;
• Planning regarding discovery, strategy, et cetera;
• Review mail;
• Telephone conference.

Invoices for legal services on matters remaining unbilled in excess of 60 days risk
not being paid, except where the business or matter, as approved by the Legal
Department attorney, dictates different arrangements.

The law firm is responsible for revising and resubmitting each returned invoice
within a reasonable time frame, generally two weeks.

It is the responsibility of the law firm to monitor invoices in LegalPrecision.

F. Timekeeper Data and Billing Rates

In order for Bank of America to pay a law firm invoice, it must have previous
knowledge and grant approval of all professional timekeepers and their rates.
Law firms should send their all their requests regarding new timekeepers and
billing rates electronically to ocrates@bankofamerica.com. Upon receipt of any
changes to billing rates, the Department may request additional supporting
documentation related to those changes (e.g. historical information).

Bank of America will review requests for billing rate increases for both individual
timekeepers and firm-wide experiential and titular levels. Law firm invoices may
not reflect any increase in billing rates until Bank of America has provided its
acceptance of the increase in writing. In addition, law firms should continue to
submit invoices on its regular schedule while Bank of America reviews proposed
increases to their billing rates. Bank of America will not pay invoices withheld
by law firm during this billing rate review.

In general, billing rate increases apply to any current and future matters the firm
handles for Bank of America. However, Bank of America may arrange with law
firms to set static billing rates on certain matters.

19

Exhibits

85/116
- 76-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 16 of 46

G. Credits

Any credits due Bank of America should be submitted in the form of a check
made payable to Bank of America, accompanied by a brief explanation for the
credit, including references to any specific invoice(s) and Legal Matter Number(s)
associated with the credit. Credits should not be applied to an invoice.

Checks containing credits may be mailed to:

Bank of America Legal Invoice Team


MA5-503-04-18-0 1
I Federal Street
Boston, MA 02110

H. International Law Firms

Some law firms outside the United States will be paid from the U.S.-based
Accounts Payable department at Bank of America - generally when providing
services to U.S.-based businesses. In such cases, international law firms must
submit a US Dollar invoice to the appropriate in-house attorney.

Due to Internal Revenue Service (IRS) regulations regarding payments to


international vendors, Bank of America requires international (non-U.S.
locations) law firms and other vendors to identify whether their invoice is related
to "Foreign Source" or "US Source" income. That is, international vendors must
include clear identification on their original invoice of the source of income for
that invoice.

Depending on the source of income for particular invoices, international law firms
might also be required to provide an IRS Form W-8. When such form is
necessary, payments to international law firms will be dependent upon Bank of
America's receipt of it. (International firms may find out if Bank of America has a
current form on file by contacting Accounts Payable at 1.888.550.6433 (option 1,
1). If no form is on file, international law firms should obtain the appropriate
version from the IRS at www.irs.gov, then submit it in one of three ways:

I) Via e-mail toocrates@bankkofamerica.com.


2) Via mail to:
Patrick C. Ryan
NC 1-002-29-01
Bank of America Legal Department
101 S. Tryon Street
Charlotte, NC 28255

3) Via fax to:


Patrick Ryan
704.388.7342

20

Exhibits

86/116
- 77-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 17 of 46

Along with the IRS Form W-8, international firms will need to include a Bank of
America Foreign Based Vendor Setup Form, available upon request from any
contacts above.

Upon receipt of an initial IRS Form W-8, the Legal Department will forward it to
Bank of America Accounts Payable (AP). AP will work with law firm to ensure
form is accurately completed. Once AP has received proper information, AP will
contact the Legal Department. In tum, the Legal Department will request an
original and fully executed IRS Form W-8 from the law firm. The only
acceptable method for submitting this original Form W-8 is a hard copy mailed to
the Legal Department.

21

Exhibits

87/116
-78 -
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 18 of 46
Appendix I

USE OF MINORITY AND WOMEN ATTORNEYS


ON BANK OF AMERICA MATTERS

I Law Firm Name I I


I Quarterly report for quarter ending: I I (e.g. 3/31108, 6/30/08, 9/30/08, 12/31108)

By Diverse Category Partners Associates Other Attorneys


African-American $ $ $
AsianlPacific Islander .......
$ $ $
Hispanic $ $ $
Native American $ $ $
Caucasian Female $ $ $
2 or more races
Disabled/Disabled Veteran $ $ $

I Caucasian Male (non-diverse) or Not Identified I$ I $ I$ I


Please submit report on a quarterly basis to Ms. Joyce Schilling, Legal Department associate, via e-mail tojoyce.schilling@bankofamerica.com.
Electronic copies of this template are also available from Ms. Schilling.

Appendix I - Page 1
Exhibits
·79 -

88/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 19 of 46

Appendix II

INITIAL CASE PLAN AND BUDGET

Although it may be difficult to predict exposures or budgets at the beginning of the case because
aU the facts are not known, Bank of America's litigation policy requires a good faith attempt at
making a reasonable estimate. Ifnecessary, a range of dollar estimates can be used. The
purpose ofthis document is to determine, within 90 days of the date your firm is retained, all of
the following:

I) Worst-case damage exposure;


2) Risk-weighted damage exposure;
3) A rough budget (including expert fees), by calendar-quarter and phase of the
litigation (including total anticipated budget);
4) A case plan, or strategy map, that describes how the litigation should be resolved and
how that result can be achieved.

Please complete the following:

CASE DETAILS
BUDGET TIME PERIOD:
(To Be Updated Quarterly)

CASE NAME:
COURT:
BANK OF AMERICA
MATTER NO.:
FILENO.:
BANK ATTORNEY(S):
OUTSIDE ATTORNEY(S):
DISCOUNT/BILLING
ARRANGEMENTS:
BREIF DESCRIPTION OF
THEORIES AND
DAMAGES SOUGHT:

STAFFING
Name Partner. Associate. Paralegal Billing Rate
Per Hour

Appendix II - Page I

Exhibits

89/116
- 80-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 20 of 46

1. What Is The Worst-Case Damage Exposure?

(What is the most likely damage award at trial if plaintiff prevails under all theories
alleged, using the damage scenario most favorable to the plaintiff? Include, if applicable,
punitive damages, interest and attorneys fees, as well as estimated dollar consequences of
adverse equitable relief. Also include as a separate figure the total worst-case defense
costs, including experts, in the event plaintiff pursues the case through trial.)

ANSWER:

2. What Is The Risk-Weighted Damage Exposure?

(This figure can be calculated by multiplying each potential damage award by the
likelihood that each result will occur. In other words, the risk-weighted exposure is the
potential adverse award discounted by plaintitrs likelihood of prevailing on liability).

ANSWER:

3(a) What Is The Budget For This Case On A Quarterly Basis?

(What is the anticipated budget for this case on a quarterly basis for attorneys fees and
costs excluding experts? What is the anticipated budget on a quarterly basis for expert
fees?)

For Example:

Attorneys Fees & Costs Expert Fees


(excluding experts)

Budget for IQ2004 $ $

Budget for 2Q2004 $ $

Budget for 3Q2004 $ $

Budget for 4Q2004 $ $

Appendix II - Page 2

Exhibits
- 81 -
90/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 21 of 46

3(b) What Is The Budget For This Case By Phase Of Litigation?

Fees & Costs Expert Fees Estimated Date


(excluding expert Of Completion
fees)
Budget for Pleading Stage $ $
(including Motions to
Dismiss)
Budget for Discovery $ $
Budget for Summary $ $
Judgment
Budget for Trial $ $

4. Case Map (Strategy Plan)

(This should be a succinct written case analysis that addresses the facts, as you
understand them, and the applicable law. It should include a preliminary evaluation of
liability, damages, litigation strategy, and the potential for early mediation and early
settlement. It should also include a plan for resolving this case as quickly and cost
effectively as possible, and a discussion of the risks and costs of continued litigation.)

Please also address the following:


• Steps that can be taken to explore settlement
• Obstacles to early settlement
• Discovery and motion practice necessary to posture the case for disposition by
settlement or summary judgment
• Special legal or evidentiary problems

ANSWER:

Appendix II - Page 3

EXhibits

91/116
- 82-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 22 of 46

Appendix III

INVOICE PROCESS GUIDE

Law firms may find the following information useful in understanding Bank of America's
process for invoice submission, approval and payment. Below are unique but frequently used
terms that one ought to know. On the following pages, there is a high-level overview of the
process, followed by more specific details, and finally some flow charts to illustrate these words.

AP: Accounts Payable. This is the Bank of America department that issues payment of fully
approved invoices. Note that invoices are not typically paid until after 30 days beyond the
invoice date.

ERequest: An application used within Bank of America to electronically route all invoices from
Legal Department to business and finance associates for secondary approval.

File Handler: A LegalPrecision term to designate the Legal Department associate who will
receive invoices for review. This associate is always an in-house attorney assigned to a
particular Legal Matter Number and responsible for approving all invoices submitted for same.
Contact information for the File Handler is in LegalPrecision.

Legal Invoice Team: An administrative Team in the Legal Department that serves as the contact
point for law firms inquiring about payment status of invoices. Law firms may contact this Team
once an invoice has been approved in LegalPrecision. The Team may be reached bye-mail at
legalinvoice@bankofamerica.com.

LegalPrecision: Run by LexisNexis Examen, LegalPrecision is the web-based application


employed by Bank of America to receive, electronically review and route legal invoices. There
are two separate interfaces: one for law firms and one for Bank of America - neither sees what
the other sees, but some information is shared. Contact information: 800.600.2282, x23 or
legalprecision@examen.com. LegalPrecision Client Support is available from 8:00 a.m. to 9:00
p.m. (Eastern Time).

LMN: Legal Matter Number. A Legal Matter Number is a unique number assigned to a specific
matter/retention for a specific law firm. Each invoice must contain a valid LMN before being
submitted for payment.

TeamConnect: Matter management system used by Bank of America Legal Department. Non
Legal Department Bank of America associates do not have access to TeamConnect. Law firms
do not have access to TeamConnect.

Appendix III - Page 1

EXhibits

92/116
- 83-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 23 of 46

1. Bank of America Creates Legal Matter Number


(LMN) in TeamConnect
I

2. TeamConnect Sends LMN to LegalPrecision


I

3. Law Firm Submits Invoice to LegalPrecision


I

4. LegalPrecision Reviews Invoice

5. Legal Department Reviews and Approves Invoice


I

6. Line of Business Reviews and Approves Invoice


I

7. Accounts Payable Pays Invoice

Appendix III - Page 2

Exhibits
- 84-
93/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 24 of 46

1. Bank of America Creates Legal Matter Number (LMN) in TeamConnect

The procedures to engage outside counsel vary with the nature of the legal matter and/or
the supported line of business. In all cases, the retention ofa law firm to provide legal
services to Bank of America must be documented with a Legal Matter Number ("LMN").
Before commencing work on a matter, outside counsel should ensure that an LMN has
been obtained.

The law firm is to obtain appropriate Legal Matter Number from the Bank of America
associate who retains the law firm (Le., the one who sends the particular matter or work
to the law firm). Legal Department Administration associates (Patrick Ryan and others)
are unable to provide LMN.

We suggest sending requests for LMNs in writing to responsible Bank associates. If


requests to the responsible Bank associates go unanswered after two attempts, a firm may
forward the same request to Legal Department at retentions@bankofamerica.com. Firms
should provide the names and dates of any associates previously contacted.

Before engaging outside counsel, the responsible business associate of Bank of America
must submit a request to engage outside counsel to the Legal Department ("the
Department") through its intranet. Where the Department attorney approves the retention
request, the Department will assign an LMN and electronically notify the business
associate of it. The Legal Department attorney and business associate will jointly decide
who will provide the LMN to the law firm, along with the details concerning the scope of
the engagement, including, if required by the business or Department, a specific budget
for the matter.

Again, an attorney in the Department must review and approve in advance all requests to
engage outside counsel. Additionally, attorneys in the Legal Department, and only those
attorneys, have the authority to retain outside counsel for all litigation matters.

Once created, an LMN exists in TeamConnect. It contains matter-specific information,


most notably:

Matter name
Matter type (bank-payor customer-pay/customer-reimburse)
Bank of America In-house Attorney
Bank Account Officer (Responsible business associate)
Bank cost center (area responsible for legal expense)
Law firm approved to submit invoices for the matter

Appendix III - Page 3

Exhibits
- 85-
94/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 25 of 46

2. TeamConnect Sends LMN to LegalPrecision

Twice daily, TeamConnect transmits new matters and matters with changes to
LegalPrecision. Generally, an LMN will appear in LegalPrecision one day after it is
created in TeamConnect.

Law firms should not assume the LMN by finding a matter name listed in LegalPrecision.
Many matters have similar names, and one might choose the incorrect LMN. Firms
ought to wait until Bank associates have provided the matter-specific LMN before
attempting to submit an invoice.

If a law firm is unable to locate an LMN that a Bank associate has provided to it, they
ought to contact LegalPrecision Client Support at 800.600.2282, x23 or
legalprecision@examen.com. Where necessary, they will forward inquiry to Legal
Department. The Legal Department may contact the law firm for more information, such
as who originally provided the LMN.

Appendix lll- Page 4

Exhibits
- 86-
95/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 26 of 46

3. Law Firm Submits Invoice to LegalPrecision

Law firms must submit any invoice for payment by Bank of America, regardless of
whether Bank is ultimately reimbursed by a third party, to LegalPrecision.

If a third party is remitting payment directly to a law firm, that firm does not need to send
invoice to LegalPrecision or Bank of America unless specifically instructed to do so. If
third party remits payment to Bank of America, who in turn sends payment to a law firm,
then law firm does need to submit invoice through LegalPrecision. On a related note, law
firms who provide "courtesy copies" of invoices to Bank associates (or others) must mark
those invoice copies conspicuously with text such as "courtesy copy - do not pay" so as
to avoid duplicate processing.

Bank of America has authorized LexisNexis Examen, Inc. to handle the receipt, review
and routing of law firm invoices for payment by Bank of America through their
application, LegalPrecision. Further, we authorize LexisNexis Exam to assist law firms
with the initial setup as well as ongoing questions about bill submission, structured data
formats, the resolution of formatting problems or other queries concerning the use of
LegalPrecision. Law firms may reach the Client Support group for LegalPrecision via
telephone at 800.600.2282, x23 or e-mail at legalprecision@examen.com.

The Department expects all law firms to work closely with LegalPrecision Client Support
to understand the invoicing process. It is the responsibility of a law firm to get invoices
to LegalPrecision and to act on any necessary adjustments. It is also the responsibility of
law firms to ensure all offices consistently adhere to the invoice procedures.

LegalPrecision will accept invoices submitted through structured data files via the web
site at www.legalprecision.com. Structured Data is, where possible, the only acceptable
form of Bank of America invoice submission.

Law firm send invoices to LegalPrecision in one of three ways:

a. Uploading electronic invoice(s) directly at www.legalprecision.com (by far the


best method). LegalPrecision accepts Structured Data File invoices in the
following formats:

• LEDES 98B (ASCII)


• LEDES 2000 (XML)
• Examen Format (ASCII)

After the invoices are saved in one of these acceptable Structured Data formats,
law firms log in to LegalPrecision at www.legalprecision.com using a login ID
and password provided by LexisNexis Examen during setup. By clicking on the
Submit Invoice hyperlink on the law firm home page, firms are able to upload the
invoice directly to the LegalPrecision server for immediate processing.
Additional information is available in the Frequently Asked Questions section of
the LegalPrecision web site.

Appendix III - Page 5

EXhibits

96/116
- 87-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 27 of 46

b. E-mailingcopyofinvoice(ASCII•.doc•.pdf)toinvoice@examen.com
c. Mailing paper invoice (or diskette copy) to:

Bank of America
c/o LexisNexis Examen
3831 North Freeway Boulevard, Suite 200
Sacramento, CA 95834

Invoices submitted via electronic invoice upload are processed immediately by


LegalPrecision. Whether successfully processed or ultimately rejected, the invoice
upload process should be completed by LegalPrecision within minutes of file
submission.

Invoices submitted via e-mail or mail take longer to process. Both must be scanned
in and then reformatted to comply with the standard invoice presentation used by
LegalPrecision. This process to import the invoice data might take up to 10 business
days.

Although LegalPrecision is able to process paper or e-mailed invoices, Bank of America


greatly prefers to receive electronic invoices. In fact, we expect larger firms to commit to
electronic invoices. Firms will get many benefits by submitting invoices electronically.
For example, firms experience faster processing/payment, 100 % tracking ability, and
immediate status notification. One misconception is that paper invoices do not reject the
same way electronic invoices do. Whatever a cause for invoice rejection, it will remain a
cause regardless of whether a firm submits invoice on paper or electronically.

When law firms submit an invoice electronically to LegalPrecision, they receive


confirmation of the submission. This is a confirmation that LegalPrecision received the
invoice; it does not confirm upload success or failure. If one does not receive any
subsequent e-mail notifying of a rejection within a few minutes, the invoice has likely
imported successfully into LegalPrecision. While invoices are being imported, they will
appear on the LegalPrecision HomePage under the In Process category in the Invoices
section. When the invoice successfully imports, it will go to the Active category. If a
firm submits an invoice via e-mail or paper, they may check to see ifthe invoice is in
LegalPrecision by performing a search for the invoice in question. (Remember, paper
and e-mail invoices may take up to 10 days to process.)

In the event that one law firm engages another firm to work on a Bank of America matter,
the first law firm is responsible for providing LMN and invoice submission instructions
to second law firm. Any secondary engagement must first be approved by the
responsible Bank of America in-house attorney

Appendix III - Page 6

Exhibits

97/116
- 88-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 28 of 46

4. LegalPrecision Reviews Invoice

LegalPrecision processes each submitted invoice according to rules Bank of America


provided (allowable charges, billing rates and other criteria set forth in our OC
Procedures) and to the extent Bank requests (e.g., certain bank-pay invoices are more
closely examined than certain customer-pay and flat-fee invoices). At Bank of America's
direction, some LegalPrecision rules can cause an invoice to reject in their entirety (e.g.,
duplicate invoice number, unapproved rates) while other rules adjust charges (e.g.,
photocopies charged for reimbursement at rates in excess of $. IO/page will be adjusted to
$.1 O/page).

There are multiple gateways an invoice must pass prior to successfully importing in to
LegalPrecision. If an invoice fails to successfully pass through any of the following
gateways, LegalPrecision generates an invoice rejection notice.

The first gateway is looking for the following invoice format issues:
• Is there an invoice number?
• Is the invoice date valid?
• Is there an LMN?

The second gateway affirms a validation set:


• Does math compute (units x rate = charge)?
• Is this invoice number unique to the law firm?
• Does this invoice meet the minimum invoice amount?

The third and final gateway is the Bank of America specific rule set for the invoice as
follows:
• Are there block billing charges?
• Do the billing rates exceed the approved rates?

Invoices that comply with the rules and rates selected for the matter by Bank of America
should successfully import into LegalPrecision.

Ifthe invoice fails at any of these gateways, it will not proceed to the next for evaluation.
Instead, LegalPrecision will return the invoice with a rejection notice to the law firm. In
other words, an invoice may receive an error for a format error, be corrected by the firm
and resubmitted, but subsequently fail in another gateway. Law firms should direct
questions regarding any invoice rejections and how to resolve them to LexisNexis
Examen's Client Support team.

How LegalPrecision sends rejection notices depends on how the law firm originally
submitted the invoice. Following are the notification methods LegalPrecision employs
for each invoice submission type:

Electronic invoice/file upload submission.


LegalPrecision (Iegalprecision.com) sends an e-mail to the LegalPrecision user
who logged in and submitted the invoice. The e-mail will include the invoice

Appendix III - Page 7

Exhibits

98/116
- 89-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 29 of 46

failure information. If there is a second e-mail address set up for a law firm under
Office Administration, that e-mail address will also receive a copy of this notice.

E-mail of invoice to invoice@examen.com or paper invoice copy mailed to


LexisNexis Examen. LegalPrecision (legalprecision.com) will send an e-mail to
the default e-mail address that is designated by the law firm under Office
Administration in LegalPrecision. If there is also a second e-mail address set up
for a law firm under Office Administration, that e-mail address will receive a
copy of this notice as well. If there is neither a default e-mail address nor a
second e-mail address to send a copy in the law firm's LegalPrecision profile,
LegalPrecision will mail a hard copy of the invoice failure information to the law
firm address on the invoice, to the attention ofthe billing department.

If a law firm is submitting invoices electronically and is not receiving notices from
legalprecision.com regarding the submission or rejection of invoices, there are two
common causes.

Check to see if there is an e-mail filter in place. It is possible that the filter is screening
the e-mail notices. Verify that e-mail will accept received notices from the e-mail sender
at domain of legalprecision.com.

Another possible cause for not receiving notices of rejected electronic invoices is an
incorrect e-mail address in LegalPrecision. To view/edit e-mail address, an individual at
a law firm must have an access level of Office Administrator or above. One can view the
e-mail address by following these steps:

1. Log in to LegalPrecision.
2. From the Home Page, select Office Administration in the upper-right corner
under Administrative Functions.
3. LegalPrecision will present a list of all individuals added for your firm. Search
for the section that lists Active LegalPrecision Users. Locate your name on the
list and click on the link.
4. LegalPrecision will display your information. If your e-mail is incorrect, select
Edit.
5. Update the e-mail address and then select Save.

The e-mail update will be effective for notices sent from the time ofthe update
forward. Notices that were previously sent will not be re-sent to the new address.

Invoice rejection information is also available in LegalPrecision. It can be accessed as


follows:
1. Log in to LegalPrecision
2. From the Home Page, select Invoice Returns Report in the lower left corner
under Reports.
a. LegalPrecision will open a window for the report query. Enter the
information for the search. You do not need to complete all the fields to
initiate the search. Select Go.
b. The results of the search will be displayed. This can be printed by
Appendix III - Page 8

Exhibits

99/116
- 90-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 30 of 46

selecting the Print option listed under File


c. When you are done with the search results, close the window.
3. You wi11 be returned to LegalPrecision

When a law firm believes an invoice has been improperly rejected by LegalPrecision, the
firm ought to contact the File Handler for resolution. It may be necessary for File
Handler to update matter information so that LegalPrecision correctly reviews invoice to
the level we desire. (For example, Bank of America pays some invoices to a law firm,
but is then reimbursed by a third party. In most of these cases, invoices are processed as
Flat Fee or with less stringent LegalPrecision review.) When a firm contacts a File
Handler in this case, that firm should advise that they believe the invoice is improperly
rejecting and ask that File Handler: a) confirm status (e.g. third-party or flat fee) and then
b) ensure matter is properly setup in TeamConnect to handle such invoices.

Appendix III - Page 9

Exhibits

100/116
- 91 -
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 31 of 46

5. Legal Department Reviews Invoice

Once an invoice successfully passes the processing rules in LegalPrecision, it then moves
into a queue for the Legal Invoice Team to review (prior to going to the File Handler).
The Legal Invoice Team performs a high-level evaluation of the invoice, as appropriate,
to check for proper application of the guidelines and other issues. When the Legal
Invoice Team has completed their review, they forward the invoice to the File Handler
for their complete review, analysis and approval ofthe invoice. Once the File Handler
(or his or her delegate) approves the invoice, LegalPrecision transmits the invoice
information to TeamConnect the same or next business day.

When the Legal Department has approved an invoice, the amount approved for payment
on that specific invoice is accessible in LegalPrecision by following these steps:

1. Log in to LegalPrecision.
2. Locate the invoice in LegalPrecision using Invoice Search, the Approved
Invoices link or Matter Search and select the invoice in question.
3. From the Invoice Overview screen, select the Invoice Reports under the
Report section in the lower right comer.
4. From the Invoice Payment History displayed, select the Invoice Summary
Report for the approved amount you wish to view. (If you also see a
Supplemental Invoice Report, that indicates that the File Handler has
approved an additional amount subsequent to the initial approval.)
a. This will open a secondary window that will display the invoice detail
information of what was approved for payment. If any charges were
adjusted/denied, the amount and reason for each adjustment will be
listed.
b. The Invoice Summary Report can be printed by selecting the Print
option listed under File.
5. When one has completed his or her review of the Invoice Summary
Report, this window can be closed, and the user will be returned to
LegalPrecision.

While under review by the Legal Department, an invoice may be adjusted - or the
adjustments may be overridden - until it is finally approved in LegalPrecision.
Therefore, we advise that firms not investigate adjustments on an invoice until after it has
been approved.

If a firm notices Bank of America has approved an amount less than the amount
submitted, firm may appeal the write-downs by sending an e-mail to the responsible File
Handler, who is able to perform a supplemental approval - based on his or her agreement
with the appeal. Firms should never submit a new invoice for any adjusted amount from
an invoice. LegalPrecision is not able to process or receive any such appeals.

At any time in the process, even though the invoice has been successfully loaded to
LegalPrecision, Bank of America has the option to reject the invoice back to the law firm.
Any time an invoice rejection action is taken, a rejection notification is issued to the firm
(see previous section, "LegalPrecision Reviews Invoice," for details). Some reasons for
Appendix III - Page 10

Exhibits

101/116
- 92-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 32 of 46

invoice rejection include: (I) invoice submitted on incorrect Legal Matter Number, (2)
Bank of America is not responsible for payment.

Additionally, a law firm may request that an invoice be withdrawn bye-mailing the Legal
Invoice Team Oegalinvoice@bankofamerica.com) up until the time the invoice is
approved in LegalPrecision. Firms should include text 'Urgent - Invoice Rejection
Request" in their e-mail subject line to the Legal Invoice Team.

Law firms may track the Legal Department review and approval of an invoice in
LegalPrecision. Each invoice will have one ofthe following statuses:

Invoice Uploaded/In Process - The invoice is in process with LegalPrecision and is not
yet available for Bank of America access and review. This process can apply to
electronic invoices (they will be in this status for not more than a few minutes while
being imported) or paper and/or e-mail invoices (they can be in this status for up to 10
business days while LegalPrecision reformats the data). If an invoice remains in this
status in excess of 10 business days, please contact LegalPrecision Client Support for an
update.

Invoice UploadedlReady - This is the first step in the invoice workflow where Bank of
America has the invoice. The invoice has successfully been uploaded to LegalPrecision
and is available for access and review by the Legal Invoice Team, but the invoice has not
yet been reviewed or forwarded.

Forward/Reviewed - The invoice has been reviewed, and is most likely with the File
Handler for approval.

Approved (or Approved for Payment) - File Handler has approved the invoice in
LegalPrecision and the invoice information will be sent to TeamConnect and then to the
responsible Line of Business associate for additional approval per Bank of America
policy.

Payment Sent - Approved invoices may have a status of "Payment Sent." However, note
that Bank of America requires a minimum of two approvals on legal invoices prior to
payment (see following sections), one of which occurs after the invoice is approved in
LegalPrecision. A status of "Payment Sent" does not in itself mean that Bank of America
has issued payment to a law firm.

Appendix III - Page II

Exhibits

102/116
- 93-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 33 of 46

6. Line of Business Reviews Invoice

Legal Department forwards invoice electronically to a Line of Business associate via


Bank of America's internal electronic routing and approval system. (The invoice has
since passed through TeamConnect and picked up the cost center and Bank Account
Officer for proper approval/payment.)

When receiving the invoice from the Legal Department, a Line of Business associate has
two options: approve it or deny it. (That is, they are not able to further adjust invoice as
Legal Department sent it to them.) If invoice is $10,000 or more, a Bank Finance Officer
must also approve the invoice. Upon business/Finance approval, invoice is sent through
eRequest to Accounts Payable.

Each necessary approval request remains in place for 17 days before it times out
internally. When this happens, the Legal Invoice Team notifies the approving associate
and resends the invoice.

Unfortunately, law firms do not have a means to track internal routing and approval of
their invoices. Only the Legal Department's Legal Invoice Team is able to track legal
invoices as they flow through Bank's internal payment approval system. To inquire about
payment status of an "Approved" invoice in LegalPrecision, firms may send an e-mail to
legalinvoice@bankofamerica.com. When doing so, firms will need to provide the
following information:

• Your name
• Law firm name
• LMN
• Invoice number
• Invoice date
• Approved invoice amount
• Date invoice approved in LegalPrecision

When inquiring about five invoices or more, firms ought to list them on a spreadsheet to
be e-mailed as an attachment to Legal Invoice Team.

Emails to the Legal Invoice Team should replace the issuance of "statements of account"
or lists of unpaid invoices being mailed to Bank of America.

Appendix III - Page 12

Exhibits

103/116
- 94-
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 34 of 46

7. Accounts Payable Pays Invoice

Bank of America Accounts Payable has a net-30 rule for all invoice payments. In most
cases, a law firm invoice will not be paid until 30 days have passed from invoice date -
upon appropriate business/finance approval, of course.

Accounts Payable submits payment to law firms in one of two ways:


a. Paper check mailed to address on file
b. ACH direct deposit

To implement ACH or to inquire about anything related to ACH payments, contact Bank
of America Accounts Payable at 888.550.6433, Options I, I.

To change location where Bank mails paper checks, contact the Legal Department at
retentions@bankofamerica.com.

Firms receiving payment with no invoice reference must contact Bank of America
Accounts Payable to resolve (phone number above).

In summary, legal invoices may be adjusted by LegalPrecision rules (at direction of Bank
of America), the Legal Invoice Team and/or the File Handler. Firms will find the reason
for invoice adjustments online at LegalPrecision. (Instructions for locating adjustment
reasons are included in previous section "Legal Department Reviews Invoice.")

Adjustments are often related to the Outside Counsel Procedures and any existing
agreement between the firm and Bank of America. However, there may be reason to
dispute an adjustment. To do this, a firm may send an e-mail to the File Handler. If
payment received is less than amount approved in LegalPrecision, a firm ought to contact
Legal Invoice Team for further investigation, at legalinvoice@bankofamerica.com.
When firms do this, they ought to include relevant details in the email, such as invoice
number, amount approved, and amount paid.

Appendix III - Page 13

Exhibits

104/116
- 95-
Matter Create/Invoice Submit

Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 35 of 46


Business Officer as Client

Bank ACCOlUlt (1) Matter info .....


Legal
77

Officer Department

(3) cc:
(3)LMN (2) Approval
LMN
(4)LMN
I TeamConnect I

1 (3)LMN
(5) Invoice
~wFrrm
.......
I I Legal Precision

~)Sta~
Bank of America. .

Appendix ITT - Page 14


Exhibits
- 96-

105/116
Matter CreatelInvoice Submit

Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 36 of 46


Legal Department as Client

(1) Matter Info ......


./

Legal Department TeamConnect


./
(2)LMN
I I "

(3) LMN (2) LMN

(4) Invoice ......


/'

LegalPrecision
I LawFirrn I
-(5) Status-
Bank of America.....

Appendix JTI - Page 15


Exhibits
·97 -

106/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 37 of 46
Invoice ApprovallPayment
I TeamConnect I

1'''
\
'-'-'-'-'-'-'-'-'-'-'-'-'-'-'-'_°
,,/
/

1
AP
(Net 30)
(4) Payment
ACHor
Check
......
.;'
Law
Finn
(1) Invoice ......
.;'

(In process: invisible


to Bank of America)
LegalPrecision


LegalPrecision :
_. - ._. - ._. _. _0 _. _. _._._. _. _. _._"

(Future)
(2) Invoice
(ForwardlReview)

(3) Invoice Legal


Finance k-._. BAO -..;;

(>$ 10K) Approve or Deny (Approved) Department


(Invisible to Law Firm, contact
Legal Invoice Team)

BankOfAinerica~

Appendix III - Page 16


Exhibits
·98 -

107/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 38 of 46

Appendix IV

TIMEKEEPERSIBILLING RATES

A. Timekeeper maintenance

Law firms are responsible for adding and maintaining all general timekeeper information
such as names, titles, levels, and billing initials/IDs in LegalPrecision. If you have
questions regarding this process, please contact LegalPrecision Client Support.

Bank of America is unable to edit any timekeeper information other than billing rates. In
order for Bank of America to add or change billing rates, a corresponding timekeeper
must exist in LegalPrecision. (FYI - LegalPrecision Client Support team does not have
authority to enter or modifY timekeeper or matter data, unless explicitly directed to do so
by Bank of America.)

B. Billing Rate Submission

Attached is a form law firms use to submit their request for billing rate increases and
additions to Bank of America. A firm may obtain an electronic copy of this form by
contacting either LegalPrecision Client Support or the Legal Department. Please note the
following:

• Prior to billing rate submission to Bank of America, law firm must ensure all
timekeeper information is correct in LegalPrecision;
• Rates are effective only after Legal Department approves them;
• Law firms submit completed forms to the Legal Department via e-mail to
ocrates@bankofamerica.com;
• Rows I through 4 and columns A through F are mandatory. Columns G and Hare
optional but of value to Bank of America;
• Any special billing arrangements (e.g., blended rates, capped rates, fixed fees) should
be noted on the attached, detailed separately if necessary;
• The Legal Department will return incomplete or ambiguous forms to the law firm for
correction and resubmission.

C. Billing Rate Approval

Once the Legal Department receives billing rate additions or changes, they will review
internally before approving or entering them into LegalPrecision. The time of the review
will vary depending on the type of request a law firm makes. Firms may expedite the
review process by providing the following supplemental information with your billing
rate requests:

New Timekeepers: please provide either (a) the Legal Matter Numbers (LMN) the new
timekeepers are billing or (b) confirmation that these are simply new timekeepers at the
firm, who mayor may not bill on Bank of America matters.

Appendix IV - Page I

Exhibits
- 99-
108/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 39 of 46

Changed Rates No. I: If submitting changes to existing billing rates, please provide
explanation for increase and any relevant LMNs timekeepers are currently billing.

Change Rates No.2: If submitting firm-wide increases (e.g., discretionary, "cost-of-


living," or associate class promotions), identify reason for increases.

The Legal Department will notify law firms via e-mail that the rates are entered in
LegalPrecision. In most cases, this e-mail will signify their approval of the billing rates.
For less frequent changes, such as annual increases, the Legal Department will send
approval using more formal means.

Requests for firm-wide annual rate increase may take significantly longer to approve and
enter into LegalPrecision. Please submit such requests as early as possible. Law firms
ought to also review section IX.F (Timekeeper Data/Billing Rates) for more information
about the current rate submission and review process.

Bank of America requests that law firms seek efficiency by limiting the number of
timekeeper files submitted to just one per month.

Finally, each file a firm sends should be a new version of previous submissions. Each file
should contain all current timekeepers, along with those who need rates added or changed
clearly identified as such per Column A of the attached. For example, ifthere are 100
timekeepers on file with billing rates, but then there is a need to add 5 new timekeepers,
please send a list of all 105 timekeepers. The original 100 should be marked "stet," the 5
new marked "add."

One reason the Department asks for a comprehensive list with all requests is so that firms
themselves will be able to keep track of what they have submitted. However, at any time,
the Legal Department will prepare a list of timekeepers and rates as we have them in
LegalPrecision. Law firms may contact the Department at ocrates@bankofamerica.com
to make such a request.

Appendix IV - Page 2

Exhibits
-100 -
109/116
Appendix IV

Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 40 of 46


BANK OF AMERICA
TIMEKEEPER INFORMATION

Row I Law firm name: I I


Does your firm provide a discount to Bank of
Row 2 America?
I I
Is any such discount applied to all "bank-
Row 3 pay" matters? I I
Row 4 If no, please detail: I I
Please only include timekeepers that will work on Bank ofAmerica matters

ColumnA ColumnB ColumnC ColumnD ColumnE Column F Column G Column H

Appendix IV - Page 3
Exhibits
-101 -

110/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 41 of 46
Appendix V
..........
INVOICEIBILLING CONTACT INFORMATION
iii · · •· · . ·. i> >Xi .i X·i Xi •. i.
•••••••••

Client Support'" 800.600.2282, ext. 23 or


General support LexisNexis Examen
legalprecision(@examen.com
legalprecision@examen.com
Legal matter number not available LexisNexis Examen Client Support'"
LegalPrecision Include legal matter number with inquiry
retentions@bankofamerica.com
Law Firm Name or Address Change Bank of America Legal Department
800.600.2282, ext. 23 or
Assistance with invoice rejection LexisNexis Examen Client Support'"
leg:alprecisionCaJ,examen.com
Question about current billers 800.600.2282, ext. 23 or
LexisNexis Examen Client Support'"
and/or rates - how to change? legalnrecision(a)examen.com
Billing Rates
Question regarding adding new 800.600.2282, ext. 23 or
LexisNexis Examen Client Support'"
timekeeper/biller - how/where? leg:alprecision(a)examen.com
Add/change value requests Bank of America Legal Department ocrates(a)bankofamerica.com
Legal matter number not known Bank of America Responsible Bank Associate E-mail inquiry to client, the one engaging firm
800.600.2282, ext. 23 or
Status inquiries LexisNexis Examen Client Support'"
lel!alorecisionlaJ.examen.com
Rejection explanations and/or 800.600.2282, ext. 23 or
LexisNexis Examen Client Support'"
assistance legalprecisionra2examen.com
Legalinvoice@bankofamerica.com
Deletion requests for invoices Include with request:
successfully submitted to Bank of America Legal Invoice Team 1) Legal matter number
LegalPrecision 2) Invoice number
Invoices 3) Invoice amount
Legalinvoice@bankofamerica.com
Include with inquiry:
1) Legal matter number
Payment status for approved Legal Invoice Team
Bank of America 2) Invoice number
invoices
3) Invoice date
4) Invoice a mount
5) Approval date in LegalPrecision
E-mail inquiries to Attorney. E-mail address is
Partial payments/Appeal
Bank of America Attorney / File Handler available by accessing matter in LegalPrecision
adjustments
and clicking on attorney name.

The Client Support team of LexisNexis ~nR- is available from 5:00 am to 6:00 pm PT
Appendix Vi Il2 Page 1

111/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 42 of 46

1
2
3
4
5
6
7
8
9
10

11

12
13
14
15
16
17
18
19
20
21
22
23
24
25
26 Exhibits
27
28

April 12, 2009; NOTICE #2, RE: CFC/BAC


William Allen Parsley, Borrower
Case # 05-90374

Exhibits
-103 -
112/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 43 of 46

TO THE COURT OF THE HONORABLE JEFF BOHM:


The list below was copied verbatim in several letters and complaints
to the Audit Committee of BAC with a request for response on the
specific records, all of which are claimed to be parts of various
schemes by Countrywide and its counsel.

Respectful submitted,April 12, 2009, La Verne, California,

) .• ~
JOSEPH ZERNIK

Listed below are key records of the alleged fraud by CFC/BOA against JOSEPH ZERNIK in litigation ofSamaan v
Zemik (SC08Z400) at the LA Superior Court:

1) Underwriting Letter misrepresented as a fax transmission ofmid-October 2004, from


Countrywide, San Rafael to VICfOR PARKS, State ofWashington. [1] Introduced repeatedly in
court. Most recently for a motion noticed for November 2008. Alleged key fraud record.

2) Real Property Purchase Contract misrepresented as a fax transmission ofOctober 25, 2004,
5:03pm from VICfORPARKS, State ofWashington, to Countrywide, San Rafael. [2] Introduced
repeatedly in court. Most recently for a motion noticed for November 2008. Alleged key fraud record.

3) Set of a letter and declarations by CFC/ MARIA MCLAURIN, Branch Manager, San Rafael,
California. [3] Introduced repeatedly in court. Key fraud record.

4) Subpoena Production of Countrywide in Samaan v Zernik. [4] About 400 pages, produced by the
Legal Department a total of 5 times from August 2006 to April 2007. Deemed fraud in its entirety - since it
included loan files that were recreated after the fact, and records that are the product of wire/fax fraud and bear
false and deliberately misleading fax header imprints, when in fact there is nothing in this production that allows
to determine where and when such records appeared from. It was part of a concerted effort by SAMAAN,
McLAURIN and the Legal Department ofCFC to fabricate false history for SAMAAN's loan applications in 2004,

5) Records showing CFC and even more recently CFC/BOA appearing in court for almost two
years under the party designation of "NON-PARTY", while the court interchangeably designates
it "DEFENDANT", "PLAINTIFF', "INTERVENOR", "ROSS-DEFENDANT", "REAL PARTY IN
INTEREST", etc. [5] Such appearances are deemed false and dehberately misleading and have no basis in the
law ofthe U.S. or California, Therefore they place the entire litigation in a real that is outside the law.

6) July 23, 2007 Protective/Gag Order by Judge JACQUELINE CONNOR [6]. Such purported order
led to two judgment of quasi-criminal nature being entered by Judge Terry Friedman against me, both at the
request of CFC, The second one - in February 2009, at the requests of CFC/BOA. I have no valid court record of
that nature, and the court and CFC/ BOA so far have failed to produce this record either.
Below I attached a short review ofpart ofSamaan v Zemik that allows you to place the records above in their
context.

Exhibits
-104 -
113/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 44 of 46

[1]
http://inproperinla.com/04-10-26-eountIywide-fraudulent-underwriting-letter-s.pdf
http://inproperinla.com/04-1O-26-doc-44-eountIywide-fraud-underwriting-letter.pdf
http://inproperinla.com/o4-1o-26-opinion-letter-countIywide-underwriting-Ietter-oct-26-s.pdf

[2]
http://inproperinla.com/04-10-2S-doc-4S-countIywide-fraud-contract-record.pdf

[3]
http://inproperinla.com/o6-11-og-doc-38-1-countIywide-mclaurin-false-declarations.pdf
http://inproperinla.comjo6-11-og-doc-38-2-countIywide-mclaurin-false-declarations.pdf

[4]
http://inproperinla.com/oz-02-o8-countIywide-fraudulent-subpoena-production-c-s.pdf

[5]
http://inproperinla.com/og-0l-13-cw-motion-sanctions-osc-contempt-S.pdf
http://inproperinla.com/og-0l-13-moldawsky-notice-of-motion-sanctions-contempt.pdf
http://inproperinla.com/og-0l-13-document-1.pdf
http://inproperinla.com/og-02-1z-document-l.pdf
http://inproperinla.com/og-02-1z-document-2.pdf
http://inproperinla.com/og-02-17-document-3.pdf

[6]
I have no such record. I expect CFCjBOA to produce the record.

Exhibits
-105 -
114/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 45 of 46

NAME. ADDRESS AND TELEPHONE NUMBER OF ATTORNEY(S)

Joseph Zernik, DMD, PhD


PO Box 526 La Verne California 91750
Tel: 310 4359107 Fax: 801 9980917
Email: jzI2345@earthlink.net

United States Bankruptcy Court


Southern District of Texas

WILLIAM ALLEN PARSLEY Borrower CASE NUMBER

05-903-74

PROOF OF SERVICE - ACKNOWLEDGMENT


OF SERVICE

I, the undersigned, certify and declare that I am over the age of 18 years, employed in the County of
Los Angeles , State of California, and not a
party to the above-entitled cause. On March 31 , 20 09 , I served a true copy of
Verified Notice to Hon Jeff Hohrn, Pursuant to Memorandum Opinion Doc #248, March 5, 2008...
by personally delivering it to the person (s) indicated below in the manner as provided in FRCivP 5(b); by
depositing it in the United States Mail in a sealed envelope with the postage thereon fully prepaid to the following:
(list names and addresses for person(s) served. Attach additional pages if necessary.)

Place of Mailing: La Verne, California


Executed on A pdt ~ R~ f? , 20 at.__---IL...aL--J'\L.Ile;l:lm>l.\:e:-- , California

Please check one of these boxes if service is made by mail:

o I hereby certify that I am a member of the Bar of the United States District Court, Central District of
California.
o I hereby certify that I am employed in the office of a member of the Bar of this Court at whose direction the
service was made.
i;I I hereby certify under the penalty of perjury that, the foregoing is true and correct.
\. . 'r {O.; I .
~f'/-"<t:~.. t..\\;';:1,'. J
~t Vi C j,'._-
Signature of Person Making Service

ACKNOWLEDGEMENT OF SERVICE

I, , received a true copy of the within document on _

Signature Party Served

CV-40 (01100) PROOF OF SERVICE - ACKNOWLEDGMENT OF SERVICE

Exhibits
-106 -
115/116
Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 46 of 46

Service List
1) Jenna Moldawsky & John Amberg
Bryan Cave, LLP
120 Broadway, Suite 300
Santa Monica, CA 90401-2386
Tel: 310 576-2100
Fax: 310 576-2200

2) Todd Boock, Sanford Shatz, Sandor Samuels


CFC Legal Department
5220 Las Virgines Road
MailStop AC-IIB
Calabasas, CA 91302

3) Timothy Mayopoulos, General Counsel


BAC Legal Department
100 North Tryon Street
Bank of America Corporate Center
Charlotte, NC, 28255

Exhibits
-107 -

116/116