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Director/PDMR Shareholding

18 Feb 2011 15:03

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by anissuer to make a RIS notification required by DR 3.1.4R(1).

(1) An issuer making a notification in respect of a transaction

relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative

relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to

a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial

instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1. Name of the issuer 2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or (ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or (iii) both (i) and (ii) Bank of America Corporation This refers to iii

3. Name of person discharging 4. State whether notification relates to

managerial responsibilities/ a person connected with a person director discharging managerial responsibilities/director named in 3 and identify the connected person Bruce R. Thompson No 5. Indicate whether the 6. Description of shares (including

notification is in respect of a class), debentures or derivatives or holding of the person referred financial instruments relating to to in 3 or 4 above or in shares respect of a non-beneficial interest This refers to the person in 3 Common stock and derivative above securities

7. Name of registered shareholders 8 State the nature of the transaction

(s) and, if more than one, the number of shares held by each of them Bruce R. Thompson Restricted stock vesting and shares returned for taxes, restricted stock unit vesting and shares returned for taxes, stock unit 2011 grant and performance restricted stock unit grant (PRSUs)

9. Number of shares, debentures or 10. Percentage of issued class

financial instruments relating to acquired (treasury shares of shares acquired that class should not be taken into account when calculating percentage) 15,802 shares 61,729 stock units 2011 and 500,686 PRSUs

11. Number of shares, debentures or 12. Percentage of issued class

financial instruments relating to disposed (treasury shares of shares disposed that class should not be taken into account when calculating percentage) 6,709 and 13,503 shares returned for taxes and 15,802 restricted stock units

13. Price per share or value of 14. Date and place of transaction

transaction $14.77 per share on shares returned February 15, 2011, Charlotte, for taxes and $14.77 on stock unit NC 2011 grants and PRSUs

15. Total holding following notification 16. Date issuer informed of

and total percentage holding transaction following notification (any treasury shares should not be taken into account when calculating percentage) 1,423,645.89 shares (Total shares do February 17, 2011 not include 2011 stock unit grant which pays out in cash only)

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17 Date of grant 18. Period during which or date on which it can be exercised

19. Total amount paid (if any) for grant 20. Description of shares or

of the option debentures involved (class and number)

21. Exercise price (if fixed at time of 22. Total number of shares or

grant) or indication that price is debentures over which options to be fixed at the time of exercise held following notification 23. Any additional information 24. Name of contact and telephone number for queries

Name and signature of duly authorised officer of issuer responsible for making notification

________________________Roger C. McClary____________________

Date of notification ________February 17, 2011____________________

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