exv10wi






Exhibit 10(i)




Bank of America Corporation




Key Associate Stock Plan Award Agreement



This document contains your Award Agreement under the Bank of America Corporation 2003 Key
Associate Stock Plan. A Beneficiary Designation form is also included if you wish to designate a
beneficiary.








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.	 	Sign the Award Agreement and return a signed copy to Randall Morrow at 100 North Tryon
Street, Charlotte, NC 28255-0001, Mailstop NC1-007-21-21.
	 
	4.	 	Designate a beneficiary for an award of Restricted Stock Units by completing a Beneficiary
Designation Form and returning to Randall Morrow at the same address noted above.









2010 US KASP RSU

(3-year cliff)

Page 1 of 10








 









 







List of Competitive Businesses (Effective 2010)*




American Express

Ameriprise Financial

Barclays

Black Rock

BNP Paribas

Capital One

Charles Schwab

Citigroup

Credit Suisse Group

Deutsche Bank

E*Trade Financial

Fidelity

GE Capital

GMAC Financial

Goldman Sachs

HSBC

Jefferies & Company

JPMorgan Chase

Morgan Stanley

Nomura Securities

Oppenheimer Holdings

Piper Jaffray Companies

Putnam Investments

Sallie Mae

State Street

TD AMERITRADE

UBS

US Bancorp

Wellington Management

Wells Fargo






 




			
	*	 	Includes any subsidiaries and affiliates of the listed entities








2010 US KASP RSU

(3-year cliff)

Page 2 of 10




 









 


















2003 KEY ASSOCIATE STOCK PLAN

RESTRICTED STOCK UNITS AWARD AGREEMENT




	 	 	 	 	 
	 	 	 	 	NUMBER OF RESTRICTED
	GRANTED TO	 	GRANT DATE	 	STOCK UNITS
	Sallie L. Krawcheck
	 	January 15, 2010
	 	180,723





Note: The number of Restricted Stock Units is based on a
“divisor price” of $16.60, which is the five-day average closing
price of Bank of America common stock for the five business days
immediately preceding and including January 15, 2010.



This 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 pursuant to your
offer letter with Bank of America dated August 3, 2009 and 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.	 	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.
	 
	4.	 	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.
	 
	5.	 	You agree that you shall comply with (or provide adequate assurance as to future compliance
with) all applicable securities laws and income tax 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





2010 US KASP RSU

(3-year cliff)

Page 3 of 10








 









 














	 	 	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 Restricted Stock Units covered by this Agreement are 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 that would undermine the long-term performance incentives created by the Restricted
Stock Units, Bank of America will be entitled to recover from you in its sole discretion some
or all of the Restricted Stock Units covered by 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 your Restricted Stock Units.
	 
	7.	 	By executing and returning a Beneficiary Designation Form, 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. If you do not
designate a beneficiary or if your designated beneficiary does not survive you, then your
beneficiary will be your estate. A Beneficiary Designation Form has been included in your
Award package.
	 
	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 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 (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.





2010 US KASP RSU

(3-year cliff)

Page 4 of 10













 









 

















	 	 	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 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 issue and deliver Shares in payment of 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.




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.




	 	 	 	 	 	 	 	 	 

	BANK OF AMERICA CORPORATION	 	 	 	ASSOCIATE	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	
 

Chief Executive Officer and President
	 	 	 	/s/ Sallie L. Krawcheck
 

Sallie L. Krawcheck
	 	 






2010 US KASP RSU

(3-year cliff)

Page 5 of 10









 









 













Exhibit A




Bank of America Corporation

2003 Key Associate Stock Plan




Payment of Restricted Stock Units



     (a) Payment Schedule. Subject to the provisions of paragraphs (b),
(c) and (d) below, the Restricted Stock Units shall become earned and payable on the third
anniversary of the Grant Date if you remain employed with Bank of America and its Subsidiaries
through that date. Shares will be issued as soon as administratively practicable, generally within
30 days after the payment date.



     (b) Impact of Termination of Employment on Restricted Stock Units.
If your employment with Bank of America and its Subsidiaries terminates prior to the above payment
date, then any unearned Restricted Stock Units shall become earned and payable or be canceled
depending on the reason for termination as follows:




	 	(i)	 	Death. Any unearned Restricted Stock Units shall become
immediately earned as of the date of your termination of employment if your
termination is due to death. To the extent that your Restricted Stock Units
become earned as a result of your termination of employment due to death, they
shall be payable as soon as administratively practicable after the date of your
death, 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 your Disability, then your Restricted Stock Units
shall continue to become earned and payable at such time as provided in the
Payment Schedule described in paragraph (a) (without regard to whether you are
employed by Bank of America and its Subsidiaries), subject to your complying
with the covenants set forth in paragraph (c) of Exhibit A of this Agreement
other than Non-Competition.
	 
	 	(iii)	 	Workforce Reduction or Divestiture. If your employment is
terminated by Bank of America or its Subsidiaries due to Workforce Reduction or
Divestiture, then your Restricted Stock Units shall continue to become earned
and payable at such time as provided in the Payment Schedule described in
paragraph (a) (without regard to whether you are employed by Bank of America
and its Subsidiaries), subject to your complying with the covenants set forth
in paragraph (c) of Exhibit A of this Agreement other than Non-Competition.
	 
	 	(iv)	 	Other Termination by Bank of America Without Cause. If your
employment is terminated by Bank of America or its Subsidiaries without Cause
(other than Workforce Reduction or Divestiture), then your Restricted Stock
Units shall continue to become earned and payable at such time as provided in
the Payment Schedule described in paragraph (a) (without regard to whether you
are employed by Bank of America and its Subsidiaries), subject to your
complying with the covenants set forth in paragraph (c) of Exhibit A of this
Agreement (including Non-Competition).





2010 US KASP RSU 10KCDRU & 10KCDR60U

(3-year cliff)

Page 6 of 10








 









 











	 	(v)	 	Termination by Bank of America With Cause. If your employment
is terminated by your employer with Cause, then any unearned Restricted Stock
Units shall be immediately canceled as of your employment termination date.
	 
	 	(vi)	 	Termination by You. If you voluntarily terminate your
employment, then any unearned Restricted Stock Units shall be immediately
canceled as of your employment termination date.





     (c) Covenants.




	 	(i)	 	Non-Solicitation. You agree that during any period in which
Restricted Stock Units remain payable, 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. You further agree
that during any period in which Restricted Stock Units remain payable, 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)	 	Non-Competition. You agree that during any period in which
Restricted Stock Units remain payable following termination by Bank
of America without Cause (other than Workforce Reduction or Divestiture), you
will not engage in Competition.
	 
	 	(iii)	 	Detrimental Conduct. You agree that during any period in
which Restricted Stock Units remain payable, you will not engage in Detrimental
Conduct.
	 
	 	(iv)	 	Hedging or Derivative Transactions. You agree that during any
period in which Restricted Stock Units remain payable, you will not engage in
any hedging or derivative transactions involving Bank of America common stock
that would undermine the long-term performance incentives created by the
Restricted Stock Units.
	 
	 	(v)	 	Remedies. Payment of any Restricted Stock Units in accordance
with the schedule set forth in paragraph (a) above is specifically conditioned
on the requirement that (A) at all times prior to the Payment Date, you do not
engage in solicitation, Competition, Detrimental Conduct or hedging or
derivative transactions involving Bank of America common stock, as described in
Paragraphs (c)(i), (ii), (iii) and (iv) during such period and (B) in case of
termination by Bank of America without Cause (other than Workforce Reduction or
Divestiture) prior to each of the first, second and third anniversary of the
Grant Date, you provide Bank of America with a written certification that you
have not engaged in Competition. 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 either of the
foregoing requirements, then any Restricted Stock Units that have not yet been
paid shall be immediately cancelled as of the date of such determination.





2010 US KASP RSU 10KCDRU & 10KCDR60U

(3-year cliff)

Page 7 of 10









 









 













     (d) Form of Payment. Payment of Restricted Stock Units shall be
payable in the form of one share of common stock for each Restricted Stock Unit that is payable.



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




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; (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.




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 (A) any conduct that would constitute
Cause or (B) any one of the following: (1) any act or omission by you
resulting or intended to result in personal gain at the expense of Bank of
America or its Subsidiaries; (2) 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; (3) 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



2010 US KASP RSU 10KCDRU & 10KCDR60U

(3-year cliff)

Page 8 of 10













 









 

















services of Bank of America or its Subsidiaries for unauthorized or illegal
purposes; (4) the performance by you of your employment duties in a manner
deemed by Bank of America or its Subsidiaries to be grossly negligent; (5)
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 (6) 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.




Divestiture means a termination of your employment with Bank of
America and its Subsidiaries as the result of a divestiture or sale of a
business unit as determined by your employer based on the personnel records
of Bank of America and its Subsidiaries.




Workforce Reduction means your termination of employment with Bank
of America and its Subsidiaries as a result of a labor force reduction,
realignment or similar measure as determined by your employer and (i) you
are officially notified in writing of your termination of employment due to
a workforce reduction and eligibility for the Corporate Severance Program
(or any successor program), or (ii) if not eligible for the Corporate
Severance Program, you are notified in writing by an authorized officer of
Bank of America or any Subsidiary that the termination is as a result of
such action. Your termination of employment shall not be considered due to
Workforce Reduction unless you execute all documents required under the
Corporate Severance Program or otherwise, including without limitation any
required release of claims, within the applicable time frames set forth in
such documents or as prescribed by Bank of America. In the event you fail
to execute all required documents in a timely fashion, your termination of
employment will not be treated as a Workforce Reduction, and if any portion
of your Award has been earned or paid to you after your termination of
employment but before your failure to execute all required documents, you
covenant and agree that you will have no right, title or interest in such
amount earned or paid and that you will cause such amount to be returned
immediately to Bank of America upon notice.



2010 US KASP RSU 10KCDRU & 10KCDR60U

(3-year cliff)

Page 9 of 10








 









 










Bank of America Corporation

2003 Key Associate Stock Plan




Beneficiary Designation Form


Please complete this form if you wish to designate a beneficiary for your Shares of Restricted
Stock or Restricted Stock Units granted under the Bank of America Corporation 2003 Key Associate
Stock Plan (the “Stock Plan”) or if you wish to change your current beneficiary designation.



************************************************************************



With respect to any of my Awards of Restricted Stock or Restricted Stock Units under the Stock Plan
that are outstanding and become payable at the time of my death, I hereby designate the following
person or entity as my beneficiary to receive any payments in connection with those Awards in the
event of my death.




Designation of Primary Beneficiary. I designate the following as my Primary
Beneficiary(ies):




	 	 	 	 	 	 	 
	Name of Beneficiary	 	Birthdate	 	Address	 	Relationship
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 




Designation of Secondary Beneficiary. I designate the following as my Secondary
Beneficiary(ies):




	 	 	 	 	 	 	 
	Name of Beneficiary	 	Birthdate	 	Address	 	Relationship
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 




Selection of Rule for Deceased Beneficiary. Select either Rule 1 or Rule 2 below by
marking with an X. The rule selected shall be applied to Primary Beneficiaries and Secondary
Beneficiaries separately so that no Secondary Beneficiary (or issue of a Secondary Beneficiary)
shall be entitled to a share of the death benefits unless all Primary Beneficiaries fail to survive
the Participant and, if Rule 2 is selected, all issue of all Primary Beneficiaries fail to survive
the Participant.





			
	— 	 	Rule 1. The death benefits shall be paid in equal shares to those
named Beneficiaries (either Primary or Secondary, as applicable) who
survive me.






			
	— 	 	Rule 2. The death benefits shall be paid in equal shares to those
named Beneficiaries (either Primary or Secondary, as applicable) who
survive me and to the surviving issue collectively of each named
Beneficiary (either Primary or Secondary, as applicable) who does not
survive me but who leaves issue surviving me, with the equal share for
such surviving issue of such deceased named Beneficiary to be divided
among and paid to such issue on a per stirpes basis. (Issue means
lineal descendants and includes adopted persons.)




I understand that I may change this designation at any time by executing a new form and delivering
it to Fidelity Investments. This designation supercedes any prior beneficiary designation made by
me with respect to Awards of Restricted Stock or Restricted Stock Units granted under the Stock
Plan.




	 	 	 	 	 	 	 

	Signature of Participant:

	 	 	 	   Date:	 	 
	 

	 	 
	 	 	 	 






			
	Name of Participant (please print):	  







			
	Participant’s Person Number:	  









2010 US KASP RSU 10KCDRU & 10KCDR60U

(3-year cliff)

Page 10 of 10









 











 





Bank of America Corporation

Key Associate Stock Plan Award Agreement



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.*











 




			
	*	 	If you do not accept your Award Agreement through the online acceptance process by November 15,
2010, or such other date that may be communicated, Bank of America will automatically accept the
Award Agreement on your behalf.




For more information



For more information about your award, review your Award Agreement, which in all events is the
controlling document for your award.




2010 Performance Based CRSU B1 US

Page 1 of 9

Product ID: 10CKCR – 3 Year Cliff




 









 















2003 KEY ASSOCIATE STOCK PLAN

RESTRICTED STOCK UNITS AWARD AGREEMENT




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NUMBER OF RESTRICTED	 
	GRANTED TO	 	GRANT DATE	 	 	STOCK UNITS	 
	 
	 	 	 	 	 	 	 	 




Note: The number of Restricted Stock Units is based
on a “divisor price” of $14.90, 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 12, 2010.



This 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 in connection with
your participation in the Performance Year 2009 program, 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.	 	You agree that you shall comply with (or provide adequate assurance as to future compliance
with) all applicable securities laws and income tax 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.





2010 Performance Based CRSU B1 US

Page 2 of 9

Product ID: 10CKCR – 3 Year Cliff













 









 

















	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 Restricted Stock Units covered by 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 your Restricted Stock Units.
	 
	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 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 (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.
	 
	 	 	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





2010 Performance Based CRSU B1 US

Page 3 of 9

Product ID: 10CKCR – 3 Year Cliff








 









 











	 	 	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
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 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 issue and deliver Shares in payment of 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.




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.




	 	 	 	 	 

	BANK OF AMERICA CORPORATION

	 	ASSOCIATE
	 
	 	 
	By:  
	 	 	 	 
	 
	 	 
	Chief Executive Officer and President
	 	 
	 

	 	 





2010 Performance Based CRSU B1 US

Page 4 of 9

Product ID: 10CKCR – 3 Year Cliff








 









 













Exhibit A




Bank of America Corporation

2003 Key Associate Stock Plan


Payment of Restricted Stock Units




     (a)
Payment Schedule. Subject to the provisions of paragraphs (b),
(c), (d) and (e) below, the Restricted Stock Units (and any related dividend equivalents) shall be
earned and payable on February 12, 2013 if you remain employed with Bank of America and its
Subsidiaries through that date. Payment will be made as soon as administratively practicable,
generally within 30 days after the payment date.



     (b) Impact of Termination of Employment on Restricted Stock Units.
If your employment with Bank of America and its Subsidiaries terminates prior to the above payment
date, then any unearned Restricted Stock Units (and 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 will be made as soon as administratively practicable, generally within
30 days after notification of termination from the payroll system.
	 
	 	(ii)	 	Disability, Workforce Reduction or Divestiture. If
your employment is terminated by Bank of America or its Subsidiaries due to
Disability, Workforce Reduction or Divestiture, then your Restricted Stock
Units (and any related dividend equivalents) shall continue to become earned
and payable at such time as provided in the Payment Schedule described in
paragraph (a) above (without regard to whether you are employed by Bank of
America and its Subsidiaries), subject to your complying with the covenants set
forth in paragraph (d) below and subject to the performance condition set forth
in paragraph (e) below.
	 
	 	(iii)	 	Termination by Bank of America With Cause. If your
employment is terminated by your employer with Cause, then any Restricted Stock
Units (and any related dividend equivalents) that were not already earned and
payable pursuant to paragraph (a) above as of the date of termination of
employment shall be canceled as of that date.
	 
	 	(iv)	 	All Other Terminations. Unless you have attained the
Rule of 60 as described below, any Restricted Stock Units (and any related
dividend equivalents) that were not already earned and payable pursuant to
paragraph (a) above as of the date of termination of employment shall be
canceled as of that date.





     (c) Rule of 60. If your employment terminates for any reason other than
death, Disability, Workforce Reduction, Divestiture or Cause 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 the schedule set forth in paragraph (a) above
subject to the performance condition in paragraph (e) below, provided that (A) you do not engage in
Competition during such period, (B) you comply with the covenants described in paragraph (d) below
and (C) prior to each payment date, you provide Bank of America with a written certification that
you have not engaged in Competition. 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



2010 Performance Based CRSU B1 US

Page 5 of 9

Product ID: 10CKCR – 3 Year Cliff








 









 









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, 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. You further agree that during any such period, 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) 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, 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
Restricted Stock Units (and any related dividend equivalents) that have
not yet been paid 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 Restricted Stock Units (and any related dividend
equivalents) on the payment date is specifically conditioned on Bank of America or its lines of
business remaining profitable while the Restricted Stock Units (and any related dividend
equivalents) remain payable. If a loss is determined to have occurred:



2010 Performance Based CRSU B1 US

Page 6 of 9

Product ID: 10CKCR – 3 Year Cliff








 









 











	 	(i)	 	with respect to Bank of America, if you are a direct report of
the Chief Executive Officer who does not lead a line of business; or
	 
	 	(ii)	 	with respect to Bank of America or 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 Compensation and Benefits Committee together, with key control functions,
will review losses and your accountability. The Compensation and Benefits Committee will then make
a final determination to either take no action or to cancel all or a portion of your Award. All
such determinations will be final and binding.




     (f) Form of Payment. Payment of Restricted Stock Units shall be
made in the form of one share of Bank of America common stock for each Restricted Stock Unit that
is payable.



     (g) 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 which
constitutes a Workforce Reduction or Divestiture and (iii) a termination by
your employer with Cause.




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; (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.



2010 Performance Based CRSU B1 US

Page 7 of 9

Product ID: 10CKCR – 3 Year Cliff








 









 











Detrimental Conduct means (A) any conduct that would constitute
Cause or (B) any one of the following: (1) any act or omission by you
resulting or intended to result in personal gain at the expense of Bank of
America or its Subsidiaries; (2) 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; (3) 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; (4) the performance by
you of your employment duties in a manner deemed by Bank of America or its
Subsidiaries to be grossly negligent; (5) 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 (6) 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.




Divestiture means a termination of your employment with Bank of
America and its Subsidiaries as the result of a divestiture or sale of a
business unit as determined by your employer based on the personnel records
of Bank of America and its Subsidiaries.




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.




Workforce Reduction means your termination of employment with Bank
of America and its Subsidiaries as a result of a labor force reduction,
realignment or similar measure as determined by your employer and (i) you
are officially notified in writing of your termination of employment due to
a workforce reduction and eligibility for the Corporate Severance Program
(or any successor program), or (ii) if not eligible for the Corporate
Severance Program, you are notified in writing by an authorized officer of
Bank of America or any Subsidiary that the termination is as a result of
such action. Your termination of employment shall not be considered due to
Workforce Reduction unless you execute all documents required under the
Corporate Severance Program or otherwise, including without limitation any
required release of claims, within the applicable time frames set forth in
such documents or as prescribed by Bank of America. In



2010 Performance Based CRSU B1 US

Page 8 of 9

Product ID: 10CKCR – 3 Year Cliff








 









 











the event you fail to execute all required documents in a timely fashion,
your termination of employment will not be treated as a Workforce Reduction,
and if any portion of your Award has been earned or paid to you after your
termination of employment but before your failure to execute all required
documents, you covenant and agree that you will have no right, title or
interest in such amount earned or paid and that you will cause such amount
to be returned immediately to Bank of America upon notice.



2010 Performance Based CRSU B1 US

Page 9 of 9

Product ID: 10CKCR – 3 Year Cliff









 











 





Bank of America Corporation

Key Associate Stock Plan Award Agreement



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.








If you do not decline your Award Agreement by contacting your HR Manager by August 11, 2010 or such
other date that may be communicated to you, you will be deemed to have accepted the terms of the
Award Agreement and will be bound by them. If you decline your Award Agreement, your award will be
canceled and you will not be entitled to any benefits from the award nor any compensation or
benefits in lieu of the canceled award.



For more information



For more information about your award, review your Award Agreement, which in all events is
the controlling document for your award or refer to your 2010 Bank of America Corporation
Restricted Stock Share Award Fact Sheet for U.S. Based Associates (Special Equity Award), which
is available on Flagscape under Benefits & Pay / Pay and Timekeeping / Stock & Long-Term Cash.




Product ID: 10KRSS

2010 US Special Equity RSS

Page 1 of 7




 









 



















2003 KEY ASSOCIATE STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT




	 	 	 	 	 

	GRANTED TO
	 	GRANT DATE
	 	NUMBER OF SHARES
	 
	 	 
	 	 
	          	 	 	 	 








			
	Note: The number of Restricted Stock Shares is
based on a “divisor price” of $14.90, 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 12,
2010.




This Restricted Stock 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 Shares of Restricted Stock covered by this Agreement are being awarded to you as part of your
Performance Year 2009 incentive compensation, 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 Shares of Restricted Stock shown above.
	 
	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 Shares of Restricted Stock covered by this Award shall be released and delivered to you
on the dates, and subject to the terms and conditions, set forth on the enclosed Exhibit A.
Until they are released to you, the Shares shall be held by Bank of America. While the Shares
are held by Bank of America, you shall not have the right to transfer, sell or otherwise
dispose of such Shares or any interest therein.
	 
	4.	 	You shall have the right to receive dividends on the Shares prior to the date they are
released to you. In accordance with Section 8.6 of the Stock Plan, you shall have the right
to vote the Shares while they are held by Bank of America.
	 
	5.	 	You agree that you shall comply with (or provide adequate assurance as to future compliance
with) all applicable securities laws and income tax 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.





Product ID: 10KRSS

2010 US Special Equity RSS

Page 2 of 7








 









 








	6.	 	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, Bank of
America will be entitled to recover from you in its sole discretion some or all of the Shares
of Restricted Stock covered by this Agreement. You recognize that if you engage in
Detrimental Conduct, the losses to Bank of America and/or its Subsidiaries may amount to the
full value of your Shares.
	 
	7.	 	You may designate a beneficiary to receive any Shares 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.	 	You acknowledge and agree that upon any event resulting in the cancellation of any Shares
that have not yet been transferred to you in accordance with Exhibit A of this Agreement or
otherwise in accordance with the Stock Plan, (i) your right to vote and to receive cash
dividends on, and all other rights, title or interest in, to or with respect to, such Shares
shall automatically, without further act, terminate and (ii) such Shares shall be returned to
Bank of America. You hereby irrevocably appoint (which appointment is coupled with an
interest) Bank of America as your agent and attorney-in-fact to take any necessary or
appropriate action to cause the Shares to be returned to Bank of America, including without
limitation executing and delivering stock powers and instruments of transfer, making
endorsements and/or making, initiating or issuing instructions or entitlement orders, all in
your name and on your behalf. You hereby ratify and approve all acts done by Bank of America
as such attorney-in-fact. Without limiting the foregoing, you expressly acknowledge and agree
that any transfer agent for the Shares is fully authorized and protected in relying on, and
shall incur no liability in acting on, any documents, instruments, endorsements, instructions,
orders or communications from Bank of America in connection with the Shares or the transfer
thereof, and that any such transfer agent is a third party beneficiary of this Agreement.
	 
	9.	 	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.
	 
	10.	 	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.





Product ID: 10KRSS

2010 US Special Equity RSS

Page 3 of 7






 









 








	11.	 	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 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 Shares of Restricted Stock covered by this Agreement, including the grant or
release of Shares, the subsequent sale of Shares following their release and the receipt of
any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the
Shares of Restricted Stock to reduce or eliminate your liability for Tax-Related Items.
	 
	 	 	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 Shares of Restricted Stock covered by this Agreement to make
arrangements satisfactory to Bank of America and/or your employer to enable it to satisfy all
withholding requirements. 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 sale
of any Shares following release; and at the time of grant, withholding Shares sufficient to
meet minimum withholding obligations for Tax-Related Items. Bank of America may refuse to
deliver Shares as otherwise scheduled if you fail to comply with any withholding obligation.
	 
	12.	 	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.
	 
	13.	 	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 Shares of Restricted Stock. Any prior agreements, commitments or negotiations
concerning the Restricted Stock Shares are superseded. Subject to the terms of the Stock
Plan, this Agreement may only be amended by a written instrument signed by both parties.
	 
	14.	 	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.





Product ID: 10KRSS

2010 US Special Equity RSS

Page 4 of 7












 









 








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



BANK OF AMERICA CORPORATION




	 	 	 	 	 

	By:  
	 	 	 	 





Chief Executive Officer and President




Product ID: 10KRSS

2010 US Special Equity RSS

Page 5 of 7






 









 









Exhibit A




Bank of America Corporation

2003 Key Associate Stock Plan




RELEASE OF SHARES



     (a) Schedule For Release. Shares were withheld on the grant date to assist
with tax withholding obligations. Subject to the provisions of paragraphs (b) and (c) below, any
remaining Shares of Restricted Stock covered by this Agreement shall be released and delivered to
you in two (2) equal installments, as follows:



	 	 	 
	 	 	Number of Shares
	Release Date*	 	to be Released
	August 12, 2010
	 	one-half (1/2) of remaining Shares
	August 12, 2011
	 	one-half (1/2) of remaining Shares








 




			
	*	 	Shares will be delivered as soon as administratively practicable, generally within 30 days
after the release date.





     (b) Impact of Termination of Employment on Release of Shares. If your
employment with Bank of America and its Subsidiaries terminates prior to either of the above
release date(s), then any of the Shares that have not yet been released shall be released or
canceled depending on the reason for termination as follows:




	 	(i)	 	Death. Any of the Shares that have not yet
been released shall be released and delivered to you as soon as
administratively practicable (generally within 30 days) after the date
of your termination of employment if your termination is due to death.
	 
	 	(ii)	 	Termination by Bank of America With Cause. Any
Shares that have not yet been released as of the date of termination of
employment by your employer with Cause shall be canceled as of that
date.
	 
	 	(iii)	 	All Other Terminations. Any Shares that have
not yet been released as of the date of termination of employment shall
continue to be released in accordance with the schedule set forth in
paragraph (a) above, subject to compliance with the covenant in
paragraph (c) below.





     (c) Covenant. You agree that during any period in which the Shares have not
yet been released, you will not engage in Detrimental Conduct. Release of the Shares in accordance
with the schedule set forth in paragraph (a) above is specifically conditioned on the requirement
that at all times prior to each release date, you do not engage in Detrimental Conduct, as
described in this paragraph, during such period. If Bank of America determines in its reasonable
business judgment that you have failed to satisfy such requirement, then any Shares that have not
yet been released as of the date of such determination shall be canceled as of such date of
determination.



     (d) 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



Product ID: 10KRSS

2010 US Special Equity RSS

Page 6 of 7





 









 







than a termination due to your death and other than a termination by your
employer with Cause.




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; (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.




Detrimental Conduct means (A) any conduct that would constitute
Cause or (B) any one of the following: (1) any act or omission by you
resulting or intended to result in personal gain at the expense of Bank of
America or its Subsidiaries; (2) 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; (3) 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; (4) the performance by
you of your employment duties in a manner deemed by Bank of America or its
Subsidiaries to be grossly negligent; (5) 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 (6) 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.



Product ID: 10KRSS

2010 US Special Equity RSS

Page 7 of 7





 









 










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 the current competitor list, which can be found on
Flagscape® under Benefits & Pay / Pay & Timekeeping / Stock and
Long-Term Cash, to the extent that the competition restriction is applicable to
you, as described in this Award Agreement.





* 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
$14.58 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 cash or
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 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.



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.



	 	 	 	 	 	 
	 	Return on Assets for the 

Performance Period

	 	 	Percentage of

Restricted Stock

Units Earned	 
	 	Less than 50 basis points

	 	 	     0%	 
	 	50 basis points

	 	 	     33-1/3%	 
	 	65 basis points

	 	 	     66-2/3%	 
	 	80 basis points or higher

	 	 	     100%	 
	 





The percentage earned for performance between 50 basis points and 65 basis
points or between 65 basis points and 80 basis points in any Performance Period
shall be interpolated on a straight line basis. If Return on Assets does not
equal at least 50 basis points for any Performance Period, then the Restricted
Stock Units shall be canceled as of the completion of the final Performance
Period.



          (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 March 1 of the
immediately following calendar year (e.g., March 1,
2012 for the Performance Period ending December 31,
2011; March 1, 2013 for any Performance Period ending
in 2012; etc.). On the applicable Settlement Date, to
the extent earned:



 









 





               (A) 40% 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
March 1, 2014.



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 (and any related dividend equivalents) 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 each trailing four calendar
quarters, beginning with the four calendar quarters
ending December 31, 2011 and continuing for each
calendar quarter thereafter through December 31, 2015.



          Return on Assets means “Return on Assets” as defined
in the Stock Plan, as calculated for the applicable
Performance Period in accordance with generally
accepted accounting principles in effect as of January
1, 2011.



          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





 












 










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 the current competitor list, which can be found on
Flagscape® under Benefits & Pay / Pay & Timekeeping / Stock and
Long-Term Cash, to the extent that the competition restriction is applicable to
you, as described in this Award Agreement.





*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

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
$14.58, 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 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
in connection with your participation in the Performance Year 2010 program,
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. 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. 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) 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 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.



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 issue and deliver Shares
in payment of 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 RESTRICTED STOCK UNITS




     (a) PAYMENT SCHEDULE. Subject to the provisions of
paragraphs (b), (c) and (d) below, the Restricted Stock Units (and
any related dividend equivalents) shall be earned and payable in
three (3) equal annual installments if you remain employed with
Bank of America and its Subsidiaries through each of the payment
dates as follows.



	 	 	 
	 	 	Number of Restricted Stock Units
	Payment Date*	 	That Become Earned and Payable
	First anniversary of Grant Date

	 	one-third (1/3) of Award
	Second anniversary of Grant Date

	 	one-third (1/3) of Award
	Third anniversary of Grant Date

	 	one-third (1/3) of Award






* Payment will be made as soon as administratively practicable, generally within 30 days after the payment date.



     (b) IMPACT OF TERMINATION OF EMPLOYMENT ON RESTRICTED STOCK
UNITS. If your employment with Bank of America and its
Subsidiaries terminates prior to any of the above payment date(s),
then any unearned Restricted Stock Units (and 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 will be made as soon as
administratively practicable, generally within 30
days after notification of termination from the
payroll system.



          (ii) Disability, Workforce Reduction or
Divestiture. If your employment is terminated by
Bank of America or its Subsidiaries due to
Disability, Workforce Reduction or Divestiture, then
your Restricted Stock Units (and any related dividend
equivalents) shall continue to become earned and
payable at such time as provided in the Payment
Schedule described in paragraph (a) above (without
regard to whether you are employed by Bank of America
and its Subsidiaries), subject to your complying with
the covenants set forth in paragraph (d) 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 Restricted
Stock Units (and any related dividend equivalents)
that were not already earned and payable pursuant to
paragraph (a) above as of the date of termination of
employment shall be canceled as of that date.



 









 





          (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 Restricted Stock Units (and
any related dividend equivalents) shall become
immediately earned as of the date of such termination
and shall be payable at such time as provided in the
Payment Schedule described in paragraph (a) above,
without regard to the covenants set forth in
paragraph (d) below.



          (v) All Other Terminations. Unless you have
attained the Rule of 60 as described below, in the
case of All Other Terminations any Restricted Stock
Units (and any related dividend equivalents) that were
not already earned and payable pursuant to paragraph
(a) above as of the date of termination of employment
shall be canceled as of that date.



     (c) RULE OF 60. If your employment terminates for any
reason other than death, Disability, Workforce Reduction,
Divestiture, 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 the Payment Schedule set forth in
paragraph (a) above, 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 payment 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. Notwithstanding anything in this
Agreement to the contrary, if (1) you are a permanent resident of
California or (2) you are a tax resident of California who is
assigned to perform services for Bank of America or any Subsidiary
from an office located in California, the Competition restriction
described in (i) above and the certification requirement described
in (iii) above will not apply to this Award.



     (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.
Notwithstanding anything in this Agreement to the
contrary, if (1) you are a permanent resident of
California or (2) you are a tax resident of
California who is assigned to perform services for
Bank of America or any Subsidiary from an office
located in California, the solicitation restriction
described in (B) above will not apply to this Award.



          (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) in
accordance with the Payment Schedule set forth in
paragraph (a) above is specifically conditioned on
the requirement that at all times prior to each
payment, 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 Restricted Stock Units (and any related dividend
equivalents) that have not yet been paid as of the
date of such determination shall be canceled as of
such date of determination.



     (e) FORM OF PAYMENT. Payment of Restricted Stock Units
shall be made in the form of one (1) share of Bank of America
common stock for each Restricted Stock Unit that is payable.



     (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 which constitutes a Workforce Reduction
or Divestiture, (iii) a termination with Cause and
(iv) 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 where such failure is injurious 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 your employment with Bank of America or any of 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.



          Divestiture means a termination of your employment
with Bank of America and its Subsidiaries as the
result of a divestiture or sale of a business unit as
determined by your employer based on the personnel
records of Bank of America and its Subsidiaries.



          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.



          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.



          Workforce Reduction means your termination of
employment with Bank of America and its Subsidiaries
as a result of a labor force reduction, realignment
or similar measure as determined by your employer and
(i) you are officially notified in writing of your
termination of employment due to a workforce
reduction and eligibility for the Corporate Severance
Program (or any successor program), or (ii) if not
eligible for the Corporate Severance Program, you are
notified in writing by an authorized officer of Bank
of America or any Subsidiary that the termination is
as a result of such action. Your termination of
employment shall not be considered due to Workforce
Reduction unless you execute all documents required
under the Corporate Severance Program or otherwise,
including without limitation any required release of
claims, within the applicable time frames set forth
in such documents or as prescribed by Bank of
America. In the event you fail to execute all
required documents in a timely fashion, your
termination of employment will not be treated as a
Workforce Reduction, and if any portion of your Award
has been earned or paid to you after your termination
of employment but before your failure to execute all
required documents, you covenant and agree that you
will have no right, title or interest in such amount
earned or paid and that you will cause such amount to
be returned immediately to Bank of America upon
notice.



 









 





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