Restricted Stock Award Agreement – Bank of America

GRANTED TO

AWARD DATE

NUMBER OF
SHARES

FAIR MARKET VALUE
PER SHARE

1.

The award of the Shares is subject to the terms and conditions of the Plan
and this Agreement. You acknowledge having read the Prospectus and agree to be
bound by all the terms and conditions of the Plan and this Agreement.

2.

You agree that, upon request, you will furnish a letter agreement providing
that you will not distribute or resell any of said Shares in violation of the
U.S. Securities Act of 1933, as amended, that you will indemnify and hold Bank
of America harmless against all liability for any such violation and that you
will accept all liability for any such violation. Notwithstanding anything to
the contrary herein, the grant, vesting and settlement of this award are
conditioned on the receipt of any necessary [___] regulatory approval.

3.

The Shares shall not become vested until the first anniversary of the Award
Date stated above (or, if earlier, the date of the next annual meeting of the
stockholders of Bank of America) (the “Vesting Date”). If you cease to serve as
a Nonemployee Director before the Vesting Date due to your death, or if there is
a Change in Control prior to the Vesting Date, then the Shares shall become
fully vested as of the date of such death or Change in Control, as applicable.
If you cease to serve as a Nonemployee Director at any time for any reason other
than death before the earlier of the Vesting Date or a Change in Control, then
the Shares shall become vested pro rata (based on the number of days between the
Award Date and the date of cessation of services divided by 365 days), and to
the extent the Shares are not thereby vested they shall be forfeited as of the
date

of such cessation of services. Until they become vested, the Shares shall be
held by Bank of America. Vested Shares shall be delivered to you as soon as
practicable following the applicable Vesting Date. In that regard, 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 the Shares. While the Shares are
held by Bank of America, you shall not have the right to sell or otherwise
dispose of such Shares or any interest therein.

4.

In accordance with Section 5(c) of the Plan, you shall have the right to
receive dividends on the Shares and to vote the Shares prior to vesting.

5.

You acknowledge and agree that upon your cessation of services as a
Nonemployee Director resulting in the forfeiture of any unvested Shares in
accordance with paragraph 3 above, (i) your right to vote and to receive cash
dividends on, and all other rights, title or interest in, to or with respect to,
unvested Shares shall automatically, without further act, terminate and (ii) the
unvested 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.

6.

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 America153s 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 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.

7.

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 fax or by mail
to such address and directed to such person(s) as Bank of America may notify you
from time to time; and to you, at your address as shown on the records of Bank
of America, or at such other address as you, by notice to Bank of America, may
designate in writing from time to time.

8.

Regardless of any action Bank of America takes with respect to any or all
income 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 (if any) withheld by
Bank of America. You acknowledge that Bank of America (a) makes no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the award of Shares, including the grant and
vesting of the Shares, the release and delivery of Shares to you, the subsequent
sale of Shares acquired upon the delivery of the

Shares and the receipt of any dividends, and (b) does not commit to structure
the terms of the award or any aspect of the Shares to reduce or eliminate your
liability for Tax-Related Items. Further, if you have become subject to
Tax-Related Items in connection with the Shares in more than one jurisdiction,
you acknowledge that Bank of America 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 must withhold any Tax-Related
Items as a result of your participation in the Plan, you agree as a condition of
the award of the Shares to make arrangements satisfactory to Bank of America to
enable it to satisfy all withholding requirements by all legal means, including,
but not limited to, withholding any applicable Tax-Related Items from the
Shares, withholding Tax-Related Items from other compensation (if any) Bank of
America pays to you and/or withholding Tax-Related Items from the cash proceeds
(if any) received upon any sale of any Shares. Bank of America may refuse to
deliver any Shares if you fail to comply with any withholding obligation.

Bank of America is not providing any tax, legal or financial advice, nor is
Bank of America making any recommendations regarding the Shares and you have
been advised to consult with your personal tax, legal and financial advisors
regarding the Shares before taking any action in relation thereto.

9.

You hereby explicitly and unambiguously consent to the collection, use and
transfer, in electronic or other form, of your personal data, as described in
this Agreement, by Bank of America for the exclusive purpose of implementing,
administering and managing the award of Shares and your participation in the
Plan. You understand that Bank of America holds certain personal information
about you, including, but not limited to, your name, home address and telephone
number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any shares of stock or directorships held in
Bank of America, details of any entitlement to shares of stock awarded,
canceled, exercised, vested, unvested or outstanding in your favor, for the
exclusive purpose of implementing, administering and managing the award of
Shares and your participation in the Plan (“Data”).

You understand that Data may be transferred to any third parties assisting in
the implementation, administration and management of the award, that these
recipients may be located in your country or elsewhere, and that the recipient153s
country may have different data privacy laws and protections from your country.
You understand that you may request a list with the names and addresses of any
potential recipients of Data by contacting Executive Compensation. You authorize
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purpose of implementing, administering and
managing the award. You understand that Data will be held only as long as is
necessary to implement, administer and manage the award and your participation
in the Plan. You understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing Executive Compensation. You
understand, however, that refusing or withdrawing your consent may affect your
ability to benefit from the award of Shares evidenced by this Agreement. For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact Executive Compensation.

10.

The validity, construction and effect of this Agreement are governed by, and
subject to, the laws of the United States and the laws of the State of Delaware,
as provided in the Plan. 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 of the United States for the Western District of North Carolina,
where this award is made and/or to be performed, and no other courts.

11.

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. Any prior agreements, commitments or negotiations concerning the
Shares are superseded.

12.

If you move to a country other than the one in which you are currently
residing prior to the delivery of the Shares to you, additional terms and
conditions may apply to the Shares. Bank of America reserves the right to impose
other requirements on the Shares to the extent Bank of America determines it is
necessary or advisable in order to comply with local laws or facilitate the
administration of the Shares and to require you to sign any additional
agreements or understandings that may be necessary to accomplish the foregoing.

BANK OF AMERICA CORPORATION

NONEMPLOYEE DIRECTOR:

Chief Executive Officer and President