exv10w2






Exhibit 10.2








This document contains your 2011 Stock Unit Award Agreement.



What you need to do





	 	1.	 	Review the Award Agreement to ensure you understand its provisions. With each award
you receive, provisions of your Award Agreement may change so it is important to review
your Award Agreement.






	 	2.	 	Print the Award Agreement and file it with your important papers.






	 	3.	 	Designate your beneficiary on the Benefits OnLine® Beneficiary
tab.





2011 STOCK UNIT AWARD AGREEMENT



Granted To :



Grant Date :



Grant Type :



Number Granted :



Note: The number of Stock Units is based on a “divisor price” of $XX.XX,
which is the ten-day average closing price of Bank of America Corporation
common stock for the ten business days immediately preceding and including
February 15, 2011.



This 2011 Stock Unit Award Agreement and all Exhibits hereto (the “Agreement”)
is made between Bank of America Corporation, a Delaware corporation (“Bank of
America”), and you, an associate of Bank of America or one of its Subsidiaries.
The 2011 Stock Unit Award covered by this Agreement (the “Award”) is being
granted to you, subject to the following terms and provisions.



1. Subject to the terms and conditions of this Agreement, Bank of America
awards to you the number of Stock Units shown above. Each Stock Unit shall
have a value equal to the Fair Market Value of one (1) share of Bank of America
common stock.



2. You acknowledge having read and agree to be bound by all the terms and
conditions of this Agreement. Capitalized terms not otherwise defined herein
shall have the meanings given to such terms on the enclosed Exhibit A.



3. The Stock Units covered by this Award shall become earned and payable to
you on the dates shown on the enclosed Exhibit A, subject to the conditions set
forth on the enclosed Exhibit A, to the extent applicable.




 









 







4. If a cash dividend is paid with respect to Bank of America common stock,
you shall not receive any dividend equivalents, additional full or fractional
Stock Units or other cash payments with respect to such cash dividends.



5. You may designate a beneficiary to receive payment of the Award in the
event of your death while in service with Bank of America or its Subsidiaries
in accordance with Bank of America’s beneficiary designation procedures, as in
effect from time to time. If you do not designate a beneficiary or if your
designated beneficiary does not survive you, then your beneficiary will be your
estate.



6. Bank of America may, in its sole discretion, decide to deliver any
documents related to this Award by electronic means or request your consent to
participate in the Award by electronic means. You hereby consent to receive
such documents by electronic delivery and, if requested, agree to participate
in the Award through an on-line or electronic system established and maintained
by Bank of America or a third party designated by Bank of America.



Any notice which either party hereto may be required or permitted to give to
the other shall be in writing and may be delivered personally, by intraoffice
mail, by fax, by electronic mail or other electronic means, or via a postal
service, postage prepaid, to such electronic mail or postal address and
directed to such person as Bank of America may notify you from time to time;
and to you at your electronic mail or postal address as shown on the records of
Bank of America from time to time, or at such other electronic mail or postal
address as you, by notice to Bank of America, may designate in writing from
time to time.



7. You agree that the Award covered by this Agreement is subject to the
Incentive Compensation Recoupment Policy set forth in the Bank of America
Corporate Governance Guidelines. To the extent allowed by and consistent with
applicable law and any applicable limitations period, if it is determined at
any time that you have engaged in Detrimental Conduct or engaged in any hedging
or derivative transactions involving Bank of America common stock in violation
of the Bank of America Corporation Code of Ethics that would undermine the
performance incentives created by the Award, Bank of America will be entitled
to recover from you in its sole discretion some or all of the cash paid to you
pursuant to this Agreement. You recognize that if you engage in Detrimental
Conduct or any hedging or derivative transactions involving Bank of America
common stock, the losses to Bank of America and/or its Subsidiaries may amount
to the full value of any cash paid to you pursuant to this Agreement. In
addition, the Award is subject to the requirements of (i) Section 954 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery
of erroneously awarded compensation) and any implementing rules and regulations
thereunder, (ii) similar rules under the laws of any other jurisdiction and
(iii) any policies adopted by Bank of America to implement such requirements,
all to the extent determined by Bank of America in its discretion to be
applicable to you.



8. Regardless of any action Bank of America or your employer takes with
respect to any or all income tax, payroll tax or other tax-related withholding
(“Tax-Related Items”), you acknowledge that the ultimate liability for all
Tax-Related Items owed by you is and remains your responsibility and may exceed
the amount actually withheld by Bank of America or your employer. You further
acknowledge that Bank of America and/or your employer (i) make no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the grant of Stock Units, including the
grant and vesting of the Stock Units




 









 







or payout of the Award; and (ii) do not commit to structure the terms of the grant or any aspect of the Stock Units to
reduce or eliminate your liability for Tax-Related Items. Further, if you have
become subject to the Tax-Related Items in connection with the Award in more
than one jurisdiction, you acknowledge that Bank of America or your employer
(or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.



In the event Bank of America determines that it and/or your employer must
withhold any Tax-Related Items as a result of your Award, you agree as a
condition of the grant of the Stock Units to make arrangements satisfactory to
Bank of America and/or your employer to enable it to satisfy all withholding
requirements, including, but not limited to, withholding any applicable
Tax-Related Items from the pay-out of the Stock Units. In addition, you
authorize Bank of America and/or your employer to fulfill its withholding
obligations by all legal means, including, but not limited to, withholding
Tax-Related Items from your wages, salary or other cash compensation your
employer pays to you. Bank of America may refuse to pay any earned Stock Units
if you fail to comply with any withholding obligation.



9. The validity, construction and effect of this Agreement are governed by,
and subject to, the laws of the State of Delaware and the laws of the United
States. For purposes of litigating any dispute that arises directly or
indirectly from the relationship of the parties evidenced by this Award or this
Agreement, the parties hereby submit to and consent to the exclusive
jurisdiction of North Carolina and agree that such litigation shall be
conducted solely in the courts of Mecklenburg County, North Carolina or the
federal courts for the United States for the Western District of North
Carolina, where this grant is made and/or to be performed, and no other courts.



10. In the event any provision of this Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Agreement, and the Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included. This
Agreement constitutes the final understanding between you and Bank of America
regarding this Award. Any prior agreements, commitments or negotiations
concerning this Award are superseded. This Agreement may only be amended by a
written instrument signed by both parties.



11. This Agreement is intended to comply with Section 409A of the Internal
Revenue Code to the extent applicable. Notwithstanding any provision of the
Agreement to the contrary, the Agreement shall be interpreted, operated and
administered consistent with this intent.



12. If you move to any other country during the term of your Award, additional
terms and conditions may apply to your Award. Bank of America reserves the
right to impose other requirements on the Award to the extent Bank of America
determines it is necessary or advisable in order to comply with local law or
facilitate the administration of the Award and to require you to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.



13. Nothing in this Agreement shall interfere with or limit in any way the
right of Bank of America to terminate your employment at any time, nor confer
upon you any right to continue in the employment of Bank of America or its
Subsidiaries. For purposes of this Agreement, a transfer of your employment
between Bank of America and a Subsidiary of Bank of America,




 









 







or between Subsidiaries, shall not be deemed to be a termination of employment.



14. Bank of America may at any time and from time to time alter, amend, suspend
or terminate this Agreement in whole or in part. No termination, amendment or
modification of this Agreement shall adversely affect in any material way your
rights with respect to the Award, without your written consent.



15. Your rights and interests under this Agreement may not be assigned or
transferred. To the extent that you acquire a right to receive payments from
Bank of America under this Agreement, such right shall be no greater than the
right of any unsecured general creditor of Bank of America. Nothing contained
in this Agreement shall be deemed to create a trust of any kind or any
fiduciary relationship between you and Bank of America. This Agreement shall
be binding on Bank of America and any successor in interest of Bank of America.



16. The Award shall be equitably adjusted as determined by Bank of America in
the event of any stock dividend, stock split or similar change in the
capitalization of Bank of America.




 









 






Exhibit A




Bank of America Corporation

Stock Unit Award




PAYMENT OF AWARD




     (a) PAYMENT SCHEDULE. Subject to the provisions of
paragraphs (b) and (c) below, the Stock Units shall be earned and
payable if you remain employed with Bank of America and its
Subsidiaries through each of the payment dates as follows:
___________ (___) of the total Stock Units granted for 2010 shall be
payable on the ________ (____) day of each month during the ________
(___)-month period beginning in ___________ and ending in __________
(each, a “Payment Date”).



     Payment shall be made as soon as administratively practicable,
generally within 30 days after each applicable Payment Date.



     (b) IMPACT OF TERMINATION OF EMPLOYMENT ON PAYMENT OF AWARD.
If your employment with Bank of America and its Subsidiaries
terminates prior to any of the above Payment Date(s), then any
portion of the Award that has not yet become earned and payable
shall become earned and payable or be canceled depending on the
reason for termination as follows.



          (i) Death or Disability. Any unearned portion
of the Award shall become immediately earned and
payable as of the date of your termination of
employment if your termination is due to death or
Disability. Payment will be made as soon as
administratively practicable, generally within 30 days
after notification of termination from the payroll
system.




          (ii) All Other Terminations. In the case of All
Other Terminations, any portion of the Award that that
was not already earned and payable pursuant to
paragraph (a) above as of the date of termination of
employment shall be cancelled as of that date.




     (c) COVENANTS.



          (i) Detrimental Conduct. You agree that during
any period in which the Award remains payable, you will
not engage in Detrimental Conduct.




          (ii) Hedging or Derivative Transactions. You
agree that during any period in which the Award remains
payable, you will not engage in any hedging or
derivative transactions involving Bank of America
common stock in violation of the Bank of America
Corporation Code of Ethics that would undermine the
performance incentives created by the Award.




          (iii) Remedies. Payment of the Award in accordance
with the schedule set forth in paragraph (a) above is
specifically conditioned on the requirement that, at
all times prior to each Payment Date, you do not engage
in Detrimental Conduct or hedging or derivative
transactions involving Bank of America common stock, as
described in Paragraphs (c)(i) and (ii) during such
period. If Bank of America determines in its reasonable
business judgment that




 









 







you have failed to satisfy the foregoing requirements, then any portion of the Award
that has not yet been paid as of the date of such
determination shall be immediately cancelled as of the
date of such determination.




     (d) FORM OF PAYMENT. Payment of Stock Units shall be made in
the form of cash for each Stock Unit that is payable. The amount of
the payment that you will receive with respect to the Award shall be
determined by multiplying the number of Stock Units by the Fair
Market Value of one (1) share of Bank of America common stock on the
Payment Date.



     (e) DEFINITIONS. For purposes hereof, the following terms
shall have the following meanings.



          All Other Terminations means any termination of your
employment with Bank of America and its Subsidiaries,
whether initiated by you or your employer, other than
a termination due to your death or Disability.




          Cause shall be defined as that term is defined in
your offer letter or other applicable employment
agreement; or, if there is no such definition,
“Cause” means a termination of your employment with
Bank of America and its Subsidiaries if it occurs in
conjunction with a determination by your employer
that you have (i) committed an act of fraud or
dishonesty in the course of your employment; (ii)
been convicted of (or plead no contest with respect
to) a crime constituting a felony or a crime of
comparable magnitude under applicable law (as
determined by Bank of America in its sole
discretion); (iii) committed an act or omission which
causes you or Bank of America or its Subsidiaries to
be in violation of federal or state securities laws,
rules or regulations, and/or the rules of any
exchange or association of which Bank of America or
its Subsidiaries is a member, including statutory
disqualification; (iv) failed to perform your job
function(s), which Bank of America views as being
material to your position and the overall business of
Bank of America and its Subsidiaries under
circumstances where such failure is detrimental to
Bank of America or any Subsidiary; (v) materially
breached any written policy applicable to associates
of Bank of America and its Subsidiaries including,
but not limited to, the Bank of America Corporation
Code of Ethics and General Policy on Insider Trading;
or (vi) made an unauthorized disclosure of any
confidential or proprietary information of Bank of
America or its Subsidiaries or have committed any
other material violation of Bank of America’s written
policy regarding Confidential and Proprietary
Information.




          Detrimental Conduct means (i) any conduct that would
constitute Cause or (ii) any one of the following:
(A) any act or omission by you resulting or intended
to result in personal gain at the expense of Bank of
America or its Subsidiaries; (B) the improper
disclosure by you of proprietary, privileged or
confidential information of Bank of America or its
Subsidiaries or a client or former client of Bank of
America or its Subsidiaries or breach of a fiduciary
duty owed to Bank of America or its Subsidiaries or a
client or former client of Bank of America or its
Subsidiaries; (C) improper conduct by you including,
but not limited to, fraud, unethical conduct,
falsification of the records of Bank of America or
its Subsidiaries, unauthorized removal of property or
information of Bank of America or its Subsidiaries,
intentional violation or negligent disregard for Bank
of America’s or its Subsidiaries’ policies, rules and
procedures, insubordination, theft, violent acts or
threats of violence, unauthorized possession of
controlled substances on the property of Bank of
America or its Subsidiaries, conduct causing
reputational harm to Bank of America or its
Subsidiaries or a client of Bank of




 









 








America or its
Subsidiaries, or the use of the property, facilities
or services of Bank of America or its Subsidiaries
for unauthorized or illegal purposes; (D) the
performance by you of your employment duties in a
manner deemed by Bank of America or its Subsidiaries
to be grossly negligent; (E) the commission of a
criminal act by you, whether or not performed in the
workplace, that subjects, or if generally known,
would subject Bank of America or its Subsidiaries to
public ridicule or embarrassment; or (F) you taking
or maintaining trading positions that result in a
need to restate financial results in a subsequent
reporting period or that result in a significant
financial loss to Bank of America or its Subsidiaries
during or after the performance year.




          Disability means “disability” as defined from time to
time under any long-term disability plan of Bank of
America or your employer.




          Fair Market Value means on any date, the closing
price of a share of Bank of America common stock as
reflected in the report of composite trading of New
York Stock Exchange listed securities for that day
(or, if no shares were publicly traded on that day,
the immediately preceding day that shares were so
traded) published in The Wall Street Journal [Eastern
Edition] or any other publication selected by Bank of
America; provided, however, that if the shares are
misquoted by the selected publication(s), Bank of
America shall directly solicit the information from
officials of the stock exchanges or from other
informed independent market sources.




          Subsidiary means any corporation, partnership, joint
venture, affiliate or other entity in which Bank of
America owns more than eighty percent (80%) of the
voting stock or voting ownership interest, as
applicable, or any other business entity designated
by Bank of America as a Subsidiary for purposes of
this Agreement.



IN WITNESS WHEREOF, Bank of America has caused this Agreement to be executed by
its duly authorized officer, and you have hereunto set your hand, all effective
as of the Grant Date listed above.



Brian T. Moynihan

Chief Executive Officer and President