The Wall Street Journal reports (subscription required) that momentum is building behind a shareholder proposal that would separate the role of chairman and CEO at Bank of America (NYSE: BAC). The company's annual meeting will be held on April 29 and has the support of Proxy Governance, a leading proxy advisory firm. The proposal is sponsored by the Service Employees International Union.

There are two angles to this. The first is that chairman and CEO Ken Lewis is a discredited clown who has presided over a level of value destruction with few historical precedents. That he has a job at all anywhere is amazing and disappointing, so of course it would be great to find someone else to be the chairman if he must remain as CEO.

When the history of this financial crisis is written, this story story will be a contender as a standout example of its kind. It is one of the slickest, under the table, sleight of hand deals ever.

Picture this. The financial markets are falling apart right and left. Lehman, Bear Stearns and Merrill are going down for the count. In the midst of this confusion Bank of America Corp (NYSE: BAC) is in the process of taking over Merrill Lynch. Merrill executives and employees are in a state of panic but at the last moment they regain their composure and have the audacity (word is too mild) to pay themselves $3.6 billion in bonuses just days before the BofA takeover.

Bank of America (NYSE: BAC) CEO Ken Lewis has based what is left of his reputation on the fact that the firm does not need another dime in government money. As a matter of fact, he regrets taking as much TARP cash as he did.

According to Bloomberg, Oppenheimer & Co. believes that "Bank of America Corp., the largest U.S. bank, needs to raise $36.6 billion in equity to bring capital ratios in line with its peers." In this environment, that money is not going to come from the private sector. The only entity with the stones to put it up is the U.S. government.

While the money may not come in exchange for common stock, any instrument is likely to have some conversion provisions, which means that dilution is possible. With a market cap of $44 billion, current Bank of America shareholders will be facing a large haircut if Oppenheimer is right. The stock trades at $7.

Douglas A. McIntyre is an editor at 24/7 Wall St.

Stocks continued their fight higher today. The G-20 meeting yielded more talks of regulation, more aid for developing nations, and additional labor efforts globally. But the real boost was the end of "mark-to-market" accounting for the banks on illiquid debt assets. This sent the banks flying. Stocks which might have otherwise sold off even rallied on the surge today.

Here were today's unofficial closing bell levels:

Dow 7,978.08 +216.48 (2.79%)
S&P 500 834.38 +23.30 (2.87%)
Nasdaq 1,602.63 +51.03 (3.29%)

Top Analyst Upgrades
Top Analyst Downgrades

Despite poor data from Chicago Purchasing Managers and on the consumer confidence side, stocks jumped back. It turns out that the world decided yesterday's sell-off was just a buying opportunity for bargain hunters. A change may be coming Thursday to "mark to market" from FASB. The bad news was that we had a another negative quarter, but this marked an up-month for the broad index readings. Finally.

Here are today's unofficial closing bell levels:

Dow 7,603.98 +81.96 (1.09%)
S&P 500 797.51 +9.98 (1.27%)
Nasdaq 1,528.59 +26.79 (1.78%)

Top Analyst Upgrades
Top Analyst Downgrades

CtW Investment Group, which provides advice to seven union pension funds, has sent a strongly worded letter to Bank of America's (NYSE: BAC) lead independent director urging him to take the necessary steps to remove CEO Ken Lewis from office.

"Recent events have fatally undermined investor confidence in Bank of America, " CtW Executive Director William Patterson wrote to Temple Sloan. "Absent prompt action to remove Mr. Lewis, we will have no choice but to call upon BAC shareholders to join us at BAC's upcoming annual meeting in voting against Mr. Lewis, Thomas Ryan, as chair of the Corporate Governance Committee responsible for CEO succession, and you as lead independent director."

Bank of America (NYSE: BAC) Ken Lewis' compensation fell by 80% in 2008 as the company's stock declined by 66% and a pair of just plain stupid acquisitions primed the company for an even greater fall. In 2008, Ken Lewis took the steps that transformed one of the most powerful financial institutions in the world into a welfare diva, narrowly avoiding nationalization by sucking at the nipple of Uncle Sam. Either way, shareholders have all been wiped out.

Aside from not paying Lewis a bonus, what did Bank of America's compensation committee have to say about all this? "Regardless of our profitability and continued progress and growth, our performance for 2008 did not meet our expectations, including a loss for the fourth quarter."

With all the hoopla surrounding Ken "What's a Guy Got to Do to Get Fired Around Here?" Lewis's company-destroying decision to acquire Merrill Lynch, it's easy to overlook his other boneheaded blunder of 2008: Countrywide Financial.

Friedman, Billings, Ramsey & Co. analyst Paul Miller tells The New York Post that Bank of America (NYSE: BAC) could end up reporting losses of as much as $33 billion as a result of the Counrywide acquisition. That's more than twice as much as Merrill Lynch's gigantic fourth quarter loss.

The Wall Street Journal reports (subscription required) that "Bank of America (NYSE: BAC) CEO Shows Confidence With Another Big Share Purchase."

It's true. Ken Lewis purchased 200,000 shares of his company's battered stock on Wednesday, the day before the stock fell to it's lowest level since 1984.

Maybe Bank of America shares are undervalued and maybe they aren't. But seriously: Why would insider buying on the part of an executive who drove the company into a ditch precisely by making bad decisions about what to buy be a good indicator? If anything, I'd be inclined to sell anything that Ken Lewis is buying.

Confidence in the financials has plunged to yet another low and you know what that means: time to try to prop up the stock and generate good PR with some insider buying!

Bank of America (NYSE: BAC) CEO Ken Lewis spent about $1.2 million to buy 200,000 shares of his company's stock and JPMorgan (NYSE: JPM) CEO Jamie Dimon spent $11.5 million on 500,000 shares of his stock.

"You have executives trying to shore up shareholder confidence,'' Harvard Business School professor Jay Lorsch told CNBC. "I would expect them to believe shareholders will interpret the purchases as a sign of long-term confidence, as investors worry about the state of the banking sector.''

What should shareholders make of it? Here's my take: It's hard to dismiss Dimon's $11.5 million investment as window dressing. Given that that company doesn't have the same questions circling its future that Bank of America does, I would say that investors should take comfort in it.

But Ken Lewis. Oh, Mr. Lewis. Lewis was paid nearly $100 million in 2007, so $1.2 million is hardly any great display of support. And even if it is: Given how wrong he was about Merrill Lynch and Countrywide Financial, why would investors interpret his buys as bullish? Mighn't he be more valuable as a contrarian indicator?

Adding to the suspiciousness is the fact that five Bank of America directors joined Lewis in buying stock during the same period. Can you say carefully orchestrated PR event?

A couple months ago, Bank of America (NYSE: BAC) CEO Kenneth Lewis was looking pretty smart. American Banker named him the Banker of the Year in early November but all the bold moves he made to try to capitalize on the meltdown are now looking really, really stupid. The company's acquisition of Merrill Lynch has turned into a complete disaster that could very well have bankrupted the entire company had it not been for the generous support of the United States Taxpayer.

Now there's a growing chorus calling for his resignation: How can a guy whose aggressive dealmaking effectively put the company on the United States welfare roll possibly still have a job? And what about the board of directors that's supposed to provide a check to the CEO's testosterone-fueled dealmaking frenzy?

Thad Woodard, president of the North Carolina Bankers Association told Bloomberg that it isn't fair to criticize Bank of America's management and board because of the severity of the crisis: "Those are smart people on the Bank of America board and they aren't going to make decisions that aren't well thought out."

Except that clearly they did. If they bear no responsibility for what happens to the company, why was Lewis paid $165.49 million over one five-year period? It's time for Lewis to be fired, and time for the board to either bring in someone who knows what they're doing or resign so that shareholders can find someone more competent to turn things around.

Wonder what happened to the hard earned money you paid in taxes? I can't account for all of it but $540 billion that went to six financial institutions is being used, in part, to operate 27 corporate jets. I may be the only one who feels this way, but I don't think the survival of the global economy depends on using taxpayer money to pay for financial executives to fly on their own corporate jets.

Here are the six financial institutions with the amount of taxpayer money they received and the number of corporate jets they're still flying:

• American International Group Inc (NYSE: AIG). $150 billion, seven corporate jets
• Citigroup Inc. (NYSE: C). $330 billion, four jets. (The $330 billion includes Citi's initial $25 billion in TARP money plus its more recent $305 billion in loan guarantees.)
• Wells Fargo & Co. (NYSE: WFC). $25 billion, one jet
• Bank of America (NYSE: BAC). $25 billion, nine jets -- its CEO Ken Lewis used $127,643 worth of its corporate jets
• JPMorgan Chase & Co. (NYSE: JPM) . $25 billion, four jets -- its CEO Jamie Dimon's personal use of its corporate aircraft totaled $211,182 in 2007
• Morgan Stanley (NYSE: MS). $10 billion, two jets -- its CEO John Mack's personal use of its corporate aircraft totaled $358,882 in 2007

Like the paper plate award for the kid who won the 1/75th marathon at fat camp.

Or, if you prefer, you can go with the New York Times analogy: "It's like being named the outstanding British soldier of 1776."

American Banker, the trade publication for the banking industry, has named Bank of America (NYSE: BAC) CEO Ken Lewis as its banker of the year for 2008.

Given that the banking industry bears a big part of the responsibility for essentially destroying the economy, it's questionable whether any banker should receive any award. And while Bank of America has fared better than many of its competitors, it's questionable whether Lewis should get much credit right now. The price the company paid to acquire Countrywide Financial was, in all probability, far too high in light of the continued deterioration in housing.

Then there's the fact that Bank of America shares off about 40% so far this year.

TheStreet.com's Jim Cramer explains why this poor earnings report is such a crushing blow.

Yep, Merrill Lynch (NYSE: MER) (Cramer's Take) messed up, for certain. We had no idea how bad things were. They just gave us no signal. Devastating.

Citigroup (NYSE: C) (Cramer's Take)? We all knew that Prince was a pathetic risk manager. Check that, Bob Rubin and the Crown Prince don't think so, but the rest of the world does. So the fact that Citigroup needs to talk to Bob Steele at Treasury to save itself isn't all that shocking.

Wachovia (NYSE: WB) (Cramer's Take)? I thought it was more conservative than this. Then again, it bought Golden West at the top and even that great lender succumbs in this horrid environment.

But the one that really hurts, the big surprise, is Bank of America (NYSE: BAC) (Cramer's Take). To me this bank had been doing everything right, tight standards, good national growth rollout, fantastic research, good solid banking.

Suddenly, I feel that everything's on the table after that quarter. It just really blew it in lending and trading and investment banking, in mortgages, you name it.

Fortunately, of these four, Band of America could come back the fastest. Ken Lewis is no-nonsense. Anyone who disappointed will be forced out. He will review and slice and crush, as we see already. But it is the one bank that I know I had been telling people had the real growth you want out of a bank. The one that would not be a value trap. And given the fact that there were no more banks it could buy, I figured now would be when it would just return dollar after dollar to shareholders in buybacks and dividends.

I think it still will.

But after this quarter, sadly, there will be fewer dollars to give back and I just don't know how they are going to grow as fast as everyone else any more.

To me it looks like, right now, we may have lost the best bank ATM out there.


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Jim Cramer is a director and co-founder of TheStreet.com. He contributes daily market commentary for TheStreet.com's sites and serves as an adviser to the company's CEO. At the time of publication, Cramer was long Citigroup.