exv10wlll






Exhibit 10(lll)



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.




For more information



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









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LONG-TERM CASH AWARD AGREEMENT




	 	 	 	 	 
	GRANTED TO	 	GRANT DATE	 	AWARD 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 reporting of any income tax, social security taxes and other taxes that are due as
a result of your Award.





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	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.	 	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 paragraph (b) below, the
Award shall become earned and payable in accordance with the payment schedule below if you remain
employed with Bank of America and its Subsidiaries through each of the payment dates as follows:



	 	 	 
	 	 	Portion of Cash that Becomes
	Payment Date*	 	Earned and Payable
	March 31, 2009

	 	one-twelfth (1/12) of Award
	June 30, 2009

	 	one-twelfth (1/12) of Award
	September 30, 2009

	 	one-twelfth (1/12) of Award
	December 31, 2009

	 	one-twelfth (1/12) of Award
	February 13, 2011

	 	one-third (1/3) of Award
	February 13, 2012

	 	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) Termination Of Employment Prior To Payment. 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 and payable 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 and payable 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. (Payment will be made as soon as
administratively practicable, generally within 30 days after notification of
termination from the payroll system.)
	 
	 	(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 and payable as of such date. (Payment will be
made as soon as administratively practicable, generally within 30 days after
notification of termination from the payroll system.)
	 
	 	(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, then any unearned portion of the Award shall be immediately
canceled as of your employment termination date.





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     (c) 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.
	 
	 	 	 	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.





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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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