exv10wkkk






Exhibit 10(kkk)




Bank of America Corporation




Long-Term Cash Award Agreement



This document contains your Long-Term Cash Award Agreement. A Beneficiary Designation Form is
also included if you wish to designate a beneficiary or if you wish to change your current
beneficiary designation.









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 a beneficiary for your award by completing a Beneficiary Designation Form and
returning it to the address listed on the form.











 




			
	*	 	If you do not accept your Award Agreement through the online acceptance process by November 15,
2009, or such other date that may be communicated, Bank of America will automatically accept the
Award Agreement on your behalf.





Summary of Rule of 60 vesting condition



Below is a summary of the vesting condition for Rule of 60 that applies to eligible associates
for awards granted in 2006 or later. You meet the Rule of 60 if your age plus years of vesting
service equals 60, with a minimum of 10 years of vesting service and no minimum age. If you do not
meet the Rule of 60, this vesting condition does not apply to you.



If your employment ends after you have attained the Rule of 60, to the extent the award
does not otherwise vest upon termination, the award will vest in accordance with the original
vesting schedule so long as you comply with the Rule of 60 vesting condition, as follows:





	•	 	You must not work for a named competitor of Bank of America during the remaining
vesting period of your award. On the next page is the current list of named competitors. This
list will be updated annually. The list in effect at your termination of employment will
control.






	•	 	You must annually provide a written certification that you are not working for any
of the named competitors. Each December, Bank of America will send to the most recent mailing
address you have on record a certification form for you to complete and return. If you do not
receive your form by early in the new year, you are responsible for obtaining a certification
form by contacting the Bank of America Personnel Center at 1.800.556.6044. You will be
considered in breach of the vesting condition if you fail to provide written certification as
and when required. It is your sole responsibility to ensure that the company receives your
annual certification. Accordingly, you need to keep the company apprised of any changes to
your mailing address.




If you comply with these requirements, your award will continue to vest in accordance with the
original vesting schedule. However, if you fail to meet either of the above requirements, the
unvested portion of your award will be immediately canceled.









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For more information



For more information about your award, review your Award Agreement, which in all events is the
controlling document for your award. The most recent list of named competitors appears on
NetBenefits in the News and Information section.




List of Competitive Businesses (Effective 2009)*




American Express

Ameriprise Financial

Barclays

Capital One

Charles Schwab

Citigroup

Credit Suisse Group

Deutsche Bank

E*Trade Financial

Fidelity

GE Capital

GMAC Financial

Goldman Sachs

HSBC

JPMorgan Chase

Morgan Stanley

Putnam Investments

Royal Bank of Scotland

Sallie Mae

State Street

TD AMERITRADE

UBS

US Bancorp

Wellington Management

Wells Fargo






 




			
	*	 	Includes any subsidiaries and affiliates of the listed entities










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LONG-TERM CASH AWARD AGREEMENT




	 	 	 	 	 

	 
	 	 	 	AWARD
	GRANTED TO
	 	GRANT DATE
	 	AMOUNT
	 
	 	 
	 	 




This Long-Term Cash Award Agreement and all Exhibits hereto (the “Agreement”) is made between Bank
of America Corporation, a Delaware corporation (“Bank of America”), and you, an associate of Bank
of America or one of its Subsidiaries.



The long-term cash award covered by this Agreement (the “Award”) is being granted to you as a
result of your participation in the Bank of America Corporation Equity Incentive Plan, subject to
the following terms and provisions:





	1.	 	Subject to the terms and conditions of this Agreement, Bank of America grants to you the
Award in the total amount shown above, payable in cash. The Award amount was calculated to
include interest, and no additional interest will be credited with respect to the Award.






	2.	 	You acknowledge having read and agree to be bound by all the terms and conditions of this
Agreement.






	3.	 	The Award shall become earned by, and payable to, you in the increments and on the dates
shown on the enclosed Exhibit A.






	4.	 	By executing and returning a Beneficiary Designation Form, you may designate a beneficiary to
receive payment of the Award in the event of your death while in service with Bank of America
or its Subsidiaries. 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.






	5.	 	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.






	6.	 	This Award and all payments thereof, are subject to all applicable payroll and withholding
taxes. Regardless of any employer withholding on your Award, you are responsible for proper
payment and





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	 	 	reporting of any income tax, social security taxes and other taxes that are due as a result of
your Award.
	 
	7.	 	The validity, construction and effect of this Agreement are governed by, and subject to, the
laws of the State of Delaware and the laws of the United States. For purposes of litigating
any dispute that arises directly or indirectly from the relationship of the parties evidenced
by this Award or this Agreement, the parties hereby submit to and consent to the exclusive
jurisdiction of North Carolina and agree that such litigation shall be conducted solely in the
courts of Mecklenburg County, North Carolina or the federal courts for the United States for
the Western District of North Carolina, where this grant is made and/or to be performed, and
no other courts.
	 
	8.	 	In the event any provision of this Agreement shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid provision had not been
included. This Agreement constitutes the final understanding between you and Bank of America
regarding this Award. Any prior agreements, commitments or negotiations concerning this Award
are superseded. This Agreement may only be amended by a written instrument signed by both
parties.
	 
	9.	 	This Agreement is intended to comply with Section 409A of the Internal Revenue Code to the
extent applicable. Notwithstanding any provision of the Agreement to the contrary, the
Agreement shall be interpreted, operated and administered consistent with this intent.
	 
	10.	 	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: 
	 	 	 	 
	 
	 	 	 	 
	Chairman, Chief Executive Officer and President
	 	 	 	 
	 

	 	 	 	 





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Exhibit A




Bank of America Corporation

Long-Term Cash Award

Payment of Award




     (a) Payment Schedule. Subject to the provisions of paragraphs (b), (c) and
(d) below, the Award shall become 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:



	 	 	 
	 	 	Portion of Cash that
	Payment Date*	 	Becomes 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 shall be made on or as soon as administratively
practicable after the applicable payment date, generally within
30 days.





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




	 	(i)	 	Death, Disability or Termination by Bank of America due to
Workforce Reduction or Divestiture. Any unearned portion of the Award
shall become immediately earned as of the date of your termination of
employment if your termination is due to (A) death, (B) Disability, (C)
Workforce Reduction or (D) Divestiture.
	 
	 	(ii)	 	Termination by Bank of America Without Cause. If your
employment is terminated by your employer without Cause (not including
Workforce Reduction or Divestiture), then any unearned portion of the Award
shall become immediately earned as of such date.
	 
	 	(iii)	 	Termination by Bank of America With Cause. If your employment
is terminated by your employer with Cause, then any unearned portion of the
Award shall be immediately canceled as of your employment termination date.
	 
	 	(iv)	 	Termination by You. If you voluntarily terminate your
employment prior to attaining the Rule of 60, then any unearned portion of the
Award shall be immediately canceled as of your employment termination date.





     (c) Payment of Earned Award Following Termination of Employment.




	 	(i)	 	Associates Who Meet Rule of 60. If you meet the Rule of 60 (or
will meet the Rule of 60 on or before the third anniversary of the Grant Date),
except in the case of your termination of employment due to death, to the
extent that your Award becomes earned as described in paragraph (b), it will be
payable at such





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	 	 	 	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).
To the extent that your Award becomes earned as a result of a termination
of employment due to your death, it shall become payable as soon as
administratively practicable after your death, generally within 30 days
after notification of termination from the payroll system.
	 
	 	(ii)	 	Associates Who Do Not Meet Rule of 60. If you do not meet the
Rule of 60 (and will not meet the Rule of 60 on or before the third anniversary
of the Grant Date), to the extent that your Award becomes earned as described
in paragraph (b), it will be payable as soon as administratively practicable
after your termination of employment, generally within 30 days after
notification of termination from the payroll system.





     (d) Rule of 60. If you voluntarily terminate your employment having attained
the Rule of 60, then any unearned portion of the Award shall continue to become earned and payable
in accordance with the schedule set forth in paragraph (a) above, provided that (A) you do not
engage in Competition during such period and (B) 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 either of the foregoing requirements, then any
unearned portion of the Award shall be immediately canceled as of the date of such determination.
In addition, from time to time following your termination of employment after having met 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.



     (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.



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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.




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) completed at least
ten (10) years of “Vesting Service” under the tax-qualified Pension Plan
sponsored by Bank of America in which you participate and (ii) attained a
combined age and years of “Vesting Service” equal to at least sixty (60).




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.



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Bank of America Corporation

Long-Term Cash Award




Beneficiary Designation Form


Please complete this form if you wish to designate a beneficiary for your long-term cash awards
(“Awards”) or if you wish to change your current beneficiary designation. Completed forms should
be returned to Fidelity Investments, P.O. Box 770001, Cincinnati, Ohio 45277-0030.




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



With respect to any of my Awards 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 my Awards.




	 	 	 	 	 	 	 

	Signature of Participant:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 





	 	 	 

	Name of Participant (please print):
	 	 
	 

	 	 





	 	 	 

	Participant’s Person Number:
	 	 
	 

	 	 







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