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Jonathan Finger said Lewis and other senior bank officials rebuffed reforms, including appointing an independent chairman, that he and his father, Jerry, proposed in three meetings in the Fingers' offices in Houston. The meetings followed the bank's troubled purchase of Merrill Lynch & Co.

Last year, a proposal to split the chairman and CEO roles won support from 36 percent of stockholders. Proponents say a split boosts board independence. The proposal is on the ballot again for Bank of America's April 29 annual meeting.

"The item to split the chairman and the CEO, I think that's a done deal," Jonathan Finger, 49, said in an interview. "Management almost conceded that to us in our meetings, that they sort of felt like that was going to happen."

Robert Stickler, a bank spokesman, said that "in terms of whether we indicated that this (proposal) was a done deal, that is absolutely inaccurate."

Lewis, 62, has been chairman for most of his eight years as CEO. The bank opposes naming an independent chair.

"We have a lead director, the vast majority of the board is already composed of independent directors, and there is no evidence that this is a good system, in that some companies that have had the biggest problems have had separate chairmen and CEOs," Stickler said.

The Finger family controls about 1.1 million shares of the bank. Jerry Finger used to run Charter Bancshares Inc, which Bank of America predecessor NationsBank acquired in 1996.

The Fingers are calling on shareholders to vote against re-electing Lewis, lead outside director O. Temple Sloan and director Jackie Ward to the board. Ward chairs the board's asset quality committee.

Shareholder advisory services such as RiskMetrics Group Inc () and large investors such as the California Public Employees' Retirement System have yet to weigh in on the proposal.

The Fingers also want to see Lewis separately replaced as CEO, preferably by an outsider. "Any good professional manager can do a fine job with the company," Jerry Finger, 76, said. "It truly is a great franchise."

LAWSUIT

Bank of America shares have fallen by more than two-thirds since the company announced the Merrill purchase on September 15, after less than 48 hours of talks and due diligence. The purchase, for $29.1 billion of common and preferred stock, closed on January 1.

The bank offered a 70 percent premium over Merrill's stock price, saving Merrill from possible collapse following Lehman Brothers Holdings Inc's () bankruptcy the same day.

But the Fingers said Bank of America overpaid, and in a lawsuit said it hurt shareholders with the acquisition.

"If you've got no time to do due diligence, you have to build in some margin for error, and you do that by not paying a full price," Jonathan Finger said.

Merrill lost $15.84 billion in the fourth quarter even as it paid $3.62 billion of bonuses. Critics say Bank of America should have disclosed more about this before mid-January, when it slashed its dividend and received $20 billion of capital in a government bailout. Bank of America has taken $45 billion of federal bailout money overall.

The Fingers said they met with Lewis, Sloan and investment bank and wealth management chief Brian Moynihan after suing the bank.

They said that based on the meeting with Sloan, they expect he would be named chairman if Lewis were to be replaced, a change they said would make little difference because they think he would not move the company in a new direction.

Sloan runs auto parts distributor General Parts International Inc, and has been a Bank of America director since 1996. He declined to comment.

(Reporting by Jonathan Stempel and Martha Graybow; Editing by Brian Moss and Matthew Lewis)