exv10w3




Exhibit 10.3










This document contains your Award Agreement under the Bank of America Corporation
2003 Key Associate Stock Plan.




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.	 	Accept your Award Agreement through the online acceptance process.*
	 
	 	4.	 	Designate your beneficiary on the Benefits OnLine®Beneficiary
tab.
	 
	 	5.	 	Review your applicable competitor list, which can be found on
Flagscape® under Benefits & Pay / Pay & Timekeeping / Stock and
Long-Term Cash.





 



			
	*	 	 If you do not accept your Award Agreement through the online acceptance process by
November 15, 2011, or such other date that may be communicated, Bank of America will
automatically accept the Award Agreement on your behalf. 




2003 KEY ASSOCIATE STOCK PLAN


PERFORMANCE CONTINGENT RESTRICTED STOCK UNITS

AWARD AGREEMENT



Granted To :



Grant Date :



Grant Type :



Number Granted :



Note: The number of Restricted 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 Performance Contingent Restricted Stock Units 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.



Bank of America sponsors the Bank of America Corporation 2003 Key Associate Stock
Plan (the “Stock Plan”). A Prospectus describing the Stock Plan has been
delivered to you. The Stock Plan itself is available upon request, and its terms
and provisions are incorporated herein by reference. When used herein, the terms
which are defined in the Stock Plan shall have the







 









 







meanings given to them in the Stock Plan, as modified herein (if applicable).



The Restricted Stock Units covered by this Agreement are being awarded to you
with respect to Performance Year 2010, subject to the following terms and
provisions.



1. Subject to the terms and conditions of the Stock Plan and this Agreement,
Bank of America awards to you the number of Restricted Stock Units shown above.
Each Restricted 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 the Prospectus and agree to be bound by all the
terms and conditions of the Stock Plan and this Agreement.



3. The Restricted Stock Units covered by this Award shall become earned by, and
payable to, you in the amounts and on the dates shown on the enclosed Exhibit A.



4. If a cash dividend is paid with respect to Bank of America common stock, a
cash dividend equivalent equal to the total cash dividend you would have received
had your Restricted Stock Units been actual shares of Bank of America common
stock will be accumulated and paid in cash through payroll when the Restricted
Stock Units become earned and payable. Dividend equivalents are credited with
interest at the three-year constant maturity Treasury rate in effect on the date
of grant until the payment date.



5. To the extent this Award is paid in shares of Bank of America common stock,
you agree that you shall comply with (or provide adequate assurance as to future
compliance with) all applicable securities laws as determined by Bank of America
as a condition precedent to the delivery of any shares of Bank of America common
stock pursuant to this Agreement. In addition, you agree that, upon request, you
will furnish a letter agreement providing that (i) you will not distribute or
resell any of said shares in violation of the Securities Act of 1933, as amended,
(ii) you will indemnify and hold Bank of America harmless against all liability
for any such violation and (iii) you will accept all liability for any such
violation.



6. 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 long-term
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 shares of Bank of
America common stock (and any related dividend equivalents) 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 shares of Bank of America common stock (and any related dividend
equivalents) and any cash paid to you pursuant to this Agreement. In addition,
Awards are 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.




 









 







7. You may designate a beneficiary to receive payment in connection with the
Restricted Stock Units awarded hereunder 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.



8. The existence of this Award shall not affect in any way the right or power of
Bank of America or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in Bank of America’s capital
structure or its business, or any merger or consolidation of Bank of America, or
any issue of bonds, debentures, preferred or prior preference stocks ahead of or
convertible into, or otherwise affecting the Bank of America common stock or the
rights thereof, or the dissolution or liquidation of Bank of America, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.



9. Bank of America may, in its sole discretion, decide to deliver any documents
related to this grant or future Awards that may be granted under the Stock Plan
by electronic means or request your consent to participate in the Stock Plan by
electronic means. You hereby consent to receive such documents by electronic
delivery and, if requested, agree to participate in the Stock Plan through an
on-line or electronic system established and maintained by Bank of America or
another 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.



10. 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 Restricted Stock Units, including the grant and
vesting of the Restricted Stock Units, the subsequent sale of Shares acquired
upon the vesting of the Restricted Stock Units and the receipt of any dividends
and/or dividend equivalents; and (ii) do not commit to structure the terms of the
grant or any aspect of the Restricted 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 participation in the Stock
Plan, you agree as a condition of the grant of the Restricted 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 Restricted






 









 







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, withholding Tax-Related Items from the cash proceeds,
if any, received upon any sale of any Shares received in payment for your
Restricted Stock Units and, at the time of payment, withholding Shares sufficient
to meet minimum withholding obligations for Tax-Related Items. Bank of America
may refuse to pay any earned Restricted Stock Units if you fail to comply with
any withholding obligation.



11. 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,
as provided in the Stock Plan. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by
this grant 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.



12. 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 the Restricted
Stock Units. Any prior agreements, commitments or negotiations concerning the
Restricted Stock Units are superseded. Subject to the terms of the Stock Plan,
this Agreement may only be amended by a written instrument signed by both
parties.



13. If you move to any country outside of the United States 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.






 









 








Exhibit A




Bank of America Corporation

2003 Key Associate Stock Plan




     PAYMENT OF PERFORMANCE CONTINGENT RESTRICTED STOCK UNITS



     (a) PERFORMANCE-BASED VESTING SCHEDULE AND SETTLEMENT DATES.



          (i) Performance Vesting Schedule and Settlement
Dates. Subject to the additional conditions set forth in
paragraph (a)(iv) below, the number of Restricted Stock
Units that are earned for a Performance Period equals (A)
the total number of Restricted Stock Units granted times
(B) the percentage earned in accordance with the
following table, rounded down to the next whole unit and
reduced by the number of Restricted Stock Units earned
for any prior Performance Period.




     [APPLICABLE PERFORMANCE VESTING METRIC REQUIREMENTS]



          (ii) Annual Determinations. The determination as
to whether, and the extent to which, the performance
vesting requirements of this paragraph (a) have been
satisfied for any Performance Period ending during a
calendar year shall be made as soon as practicable after
the end of the calendar year, and such results must be
certified in writing by the Committee before settlement.




          (iii) Settlement Dates. The “Settlement Date” for
any portion of the Award that satisfies the performance
vesting requirements under this paragraph (a) during a
calendar year shall be [APPLICABLE SETTLEMENT DATE]. On
the applicable Settlement Date, to the extent earned:




               (A) ____% of the Restricted Stock Units
(rounded down to the next whole unit) shall be
paid in cash in an amount equal to the number
of such Restricted Stock Units payable in cash
times the Fair Market Value of one (1) share
of Bank of America common stock as of the
applicable Settlement Date, and


               (B) the remaining Restricted Stock Units
payable as of such Settlement Date shall be
settled by issuing one (1) share of Bank of
America common stock for each Restricted Stock
Unit that is payable; provided, however, that
the earliest Settlement Date for any portion
of the Award to be settled in shares shall be
________________.


Settlement shall occur as soon as administratively practicable after the
applicable Settlement Date, generally within 30 days.




          (iv) Additional Conditions. For any portion of
the Award payable as of a Settlement Date, you must
remain employed with Bank of America and its Subsidiaries
through such Settlement Date except as otherwise provided
in paragraphs (b) and (c) below. In addition, payment as
of each Settlement Date is subject to your complying with
the covenants





 









 







set forth in paragraph (d) below and the additional performance condition set forth in paragraph (e) below.




     (b) IMPACT OF TERMINATION OF EMPLOYMENT ON RESTRICTED STOCK
UNITS. If your employment with Bank of America and its Subsidiaries
terminates prior to a Settlement Date, then (A) any Restricted Stock
Units otherwise payable as of such Settlement Date plus (B) any other
Restricted Stock Units that have not yet satisfied the performance
vesting requirements of paragraph (a) above as of such Settlement Date
(collectively, the “Unearned Restricted Stock Units”) (together with
any related dividend equivalents) shall become earned and payable or
be canceled depending on the reason for termination as follows.



          (i) Death. Any Unearned Restricted Stock Units
(and any related dividend equivalents) shall become
immediately earned and payable as of the date of your
termination of employment if your termination is due to
death. Payment shall be in the same form of payment as
specified in paragraph (a)(iii) above, but with the cash
portion based on the Fair Market Value of Bank of America
common stock as of the date of your termination. Payment
will be made as soon as administratively practicable,
generally within 30 days after notification of
termination from the payroll system.




          (ii) Disability. If your employment is terminated
by Bank of America or its Subsidiaries due to Disability,
then your Unearned Restricted Stock Units (and any
related dividend equivalents) shall continue to become
earned and payable in accordance with paragraph (a) above
(without regard to whether you are employed by Bank of
America and its Subsidiaries as of each applicable
Settlement Date), subject to your complying with the
covenants set forth in paragraph (d) below and to the
additional performance condition set forth in paragraph
(e) below.


          (iii) Termination by Bank of America With Cause. If
your employment is terminated by Bank of America or its
Subsidiaries with Cause, then any Unearned Restricted
Stock Units (and any related dividend equivalents) shall
be immediately canceled as of the date of your
termination of employment.




          (iv) Change in Control. Notwithstanding anything in
this Agreement to the contrary, if (A) a Change in
Control occurs and (B) on or after the Change in Control
and on or before the second anniversary of the Change in
Control either (1) your employment is terminated by Bank
of America or its Subsidiaries without Cause or (2) you
terminate your employment with Bank of America or its
Subsidiaries for Good Reason, then any Unearned
Restricted Stock Units (and any related dividend
equivalents) shall become immediately earned as of the
date of such termination and shall be payable as of the
immediately following Settlement Date (in the same form
of payment as specified in paragraph (a)(iii) above),
without regard to the covenants set forth in paragraph
(d) below or the additional performance condition set
forth in paragraph (e) below.




          (v) All Other Terminations. In case of All Other
Terminations, unless you have attained the Rule of 60 as
described below, any Unearned Restricted Stock Units (and
any related dividend equivalents) shall be immediately
canceled as of the date of your termination of
employment. [For Mr. Montag: Notwithstanding the
foregoing or any other provision herein to the contrary,
in accordance with the terms of your offer letter dated
May 1, 2008, if your employment is terminated by Bank of
America without “Cause” or you terminate your employment
for “Good Reason” (as such terms are defined in your
offer letter), then your



 









 






Unearned Restricted Stock Units (and any related dividend equivalents) shall continue to
become earned and payable in accordance with paragraph
(a) above (without regard to whether you are employed by
Bank of America and its Subsidiaries as of each
applicable Settlement Date), subject to your complying
with the covenants set forth in paragraph (d) below and
to the additional performance condition set forth in
paragraph (e) below.]




     (c) RULE OF 60. If your employment terminates for any reason
other than death, Disability, Cause or in connection with a Change in
Control as described in paragraph (b)(iv) above after you have
attained the Rule of 60, then any Unearned Restricted Stock Units (and
any related dividend equivalents) shall continue to become earned and
payable in accordance with paragraph (a) above (without regard to
whether you are employed by Bank of America and its Subsidiaries as of
each applicable Settlement Date) subject to the performance condition
in paragraph (e) below, provided that (i) to the extent permissible
under applicable law, you do not engage in Competition during such
period, (ii) you comply with the covenants described in paragraph (d)
below and (iii) prior to each applicable Settlement Date, you provide
Bank of America with a written certification that you have not engaged
in Competition to the extent the Competition restriction in (i) above
is applicable. To be effective, such certification must be provided
on such form, at such time and pursuant to such procedures as Bank of
America shall establish from time to time. If Bank of America
determines in its reasonable business judgment that you have failed to
satisfy any of the foregoing requirements, then any Unearned
Restricted Stock Units (and any related dividend equivalents) shall be
immediately canceled as of the date of such determination. In
addition, from time to time following your termination of employment
after having attained the Rule of 60, Bank of America may require you
to further certify that you are not engaging in Competition, and if
you fail to fully cooperate with any such requirement Bank of America
may determine that you are engaging in Competition.



     (d) COVENANTS.



          (i) Non-Solicitation. You agree that during any
period in which Restricted Stock Units (and any related
dividend equivalents) remain payable, (A) you will not
directly or indirectly solicit or recruit for employment
or encourage to leave employment with Bank of America or
its Subsidiaries, on your own behalf or on behalf of any
other person or entity other than Bank of America or its
Subsidiaries, any person who is an associate of Bank of
America and its Subsidiaries and (B) to the extent
permissible under applicable law, you will not, directly
or indirectly, on your own behalf or on behalf of any
other person or entity other than Bank of America or its
Subsidiaries, solicit any client or customer of Bank of
America and its Subsidiaries which you actively
solicited or with whom you worked or otherwise had
material contact in the course of your employment with
Bank of America and its Subsidiaries.




          (ii) Detrimental Conduct. You agree that during
any period in which Restricted Stock Units (and any
related dividend equivalents) remain payable, you will
not engage in Detrimental Conduct.




          (iii) Hedging or Derivative Transactions. You agree
that during any period in which Restricted Stock Units
(and any related dividend equivalents) remain 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 long-term performance
incentive created by the Restricted Stock Units.




          (iv) Remedies. Payment of the Restricted Stock
Units (and any related dividend equivalents) on any
Settlement Date is specifically conditioned on the
requirement






 









 







that at all times prior to the Settlement Date, you do not engage in solicitation, Detrimental
Conduct or hedging or derivative transactions, as
described in paragraphs (d)(i), (ii) and (iii), during
such period. If Bank of America determines in its
reasonable business judgment that you have failed to
satisfy such requirements, then any Unearned Restricted
Stock Units (and any related dividend equivalents) as of
the date of such determination shall be canceled as of
such date of determination.




     (e) PERFORMANCE CONDITION. In order to encourage sustainable,
long-term performance, payment of the Restricted Stock Units on any
Settlement Date is specifically conditioned on Bank of America or its
lines of business remaining profitable during the calendar year
preceding the applicable Settlement Date. If a loss is determined to
have occurred:



          (i) with respect to Bank of America, if you are
the Chief Executive Officer, Chief Financial Officer, any
Chief Executive Officer direct report who does not lead a
line of business or who is part of a key control function
(such as audit, compliance, human resources, legal, risk,
etc.); or




          (ii) with respect to Bank of America or the
applicable line of business, if you lead a line of
business;



then your accountability for such loss will be determined, taking into account
such factors as (i) the magnitude of the loss (including positive or negative
variance from plan), (ii) your degree of involvement (including such factors as
your current or former leadership role with respect to Bank of America or line of
business, and the degree to which you were involved in decisions that are
determined to have contributed to the loss), (iii) your performance and (iv) such
other factors as deemed appropriate. The Committee, together with key control
functions, will review losses and your accountability. The Committee will then
make a final determination to either take no action or to cancel all or a portion
of the Restricted Stock Units otherwise payable as of the applicable Settlement
Date. All such determinations will be final and binding.




     (f) 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
prior to your having attained the Rule of 60, whether
initiated by you or your employer, other than (i) a
termination due to your death or Disability, (ii) a
termination with Cause and (iii) a termination in
connection with a Change in Control as described in
paragraph (b)(iv) above.




          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
duties, 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, or to Bank of America’s or such
Subsidiary’s business interests or reputation; (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.




          Competition means your being engaged, directly or
indirectly, whether as a director, officer, employee,
consultant, agent or otherwise, with a business entity
that is designated as a “Competitive Business” as of
the date of your termination of employment. Bank of
America shall communicate such list to you.




          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 is as defined in the Stock Plan.




          Good Reason means, provided that you have complied with
the Good Reason Process, the occurrence of any of the
following events without your consent: (i) a material
diminution in your responsibility, authority or duty;
(ii) a material diminution in your base salary except
for across-the-board salary reductions based on Bank of
America and its Subsidiaries’ financial performance
similarly affecting all or substantially all management
employees of Bank of America and its Subsidiaries; or
(iii) the relocation of the office at which you were
principally employed immediately prior to a Change in
Control to a location more than fifty (50) miles from
the location of such office, or your being required to
be based anywhere other than such office, except to the
extent you were not previously assigned to a principal
location and except for required travel on your
employer’s business to an extent substantially
consistent with your business travel obligations at the
time of the Change in Control.




 









 








          Good Reason Process means that (i) you reasonably
determine in good faith that a Good Reason condition
has occurred; (ii) you notify Bank of America and its
Subsidiaries in writing of the occurrence of the Good
Reason condition within sixty (60) days of such
occurrence; (iii) you cooperate in good faith with Bank
of America and its Subsidiaries’ efforts, for a period
of not less than thirty (30) days following such notice
(the “Cure Period”), to remedy the condition; (iv)
notwithstanding such efforts, the Good Reason condition
continues to exist following the Cure Period; and (v)
you terminate your employment for Good Reason within
sixty (60) days after the end of the Cure Period. If
Bank of America or its Subsidiaries cures the Good
Reason condition during the Cure Period, and you
terminate your employment with Bank of America and its
Subsidiaries due to such condition (notwithstanding its
cure), then you will not be deemed to have terminated
your employment for Good Reason.




          Performance Period means [APPLICABLE PERFORMANCE PERIOD].




          [DEFINITION OF APPLICABLE PERFORMANCE METRIC].




          Rule of 60 means, as of the date of your termination of
employment with Bank of America and its Subsidiaries,
you have (i) a length of service of at least ten (10)
years and (ii) attained a combined age and years of
service equal to at least sixty (60). Your length of
service will be determined by your employer, and, in
that regard, if you participate in a tax-qualified
pension plan sponsored by Bank of America or its
Subsidiaries, your length of service shall be your
“Vesting Service” under the tax-qualified pension plan
in which you participate. [For Mr. Noski:
Notwithstanding the foregoing, you shall be deemed to
have satisfied the Rule of 60 as of the date you attain
age 60.] [For Mr. Montag: Notwithstanding the
foregoing, you shall be deemed to have satisfied the
Rule of 60 as of the third anniversary of your date of
hire.]



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