BENEFICIARY DESIGNATION

SECTION # Amendments. Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

Designation. There is hereby designated a series of Preferred Stock denominated as “Series B Preferred Stock,” consisting of 5,000,000 shares, $.001 par value per share, having the powers, preferences, rights and limitations set forth below.

Designation of Beneficiary: The Participant hereby designates the following individual as the beneficiary of this Agreement:

A Participant shall designate his Beneficiary by completing and signing a Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change his Beneficiary by completing, signing and submitting to the Committee a revised Beneficiary Designation Form in accordance with the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon acknowledgement by the Committee of a revised Beneficiary Designation Form, all Beneficiary designations previously filed shall be deemed canceled. The Committee shall rely on the last Beneficiary Designation Form both # filed by the Participant and # acknowledged by the Committee, prior to the Participant’s death.

RESOLVED, that [Section 8.2] of the Plan is hereby amended to conform the Plan's beneficiary designation procedures with those under the Corporation's Supplemental Retirement 401(k) and Profit Sharing Plan by clarifying that (i) a married participant must designate his or her spouse as the beneficiary unless such spouse consents in writing to the designation of another beneficiary, (ii) the default beneficiary of a married participant shall be the spouse and (iii) a Participant's divorce decree will not revoke an existing beneficiary designation, to read as amended in [Exhibit A] ("Amendment"); and

A finalized marriage (other than a common law marriage) of a Participant subsequent to the date of filing of a Beneficiary designation shall revoke such designation unless the Participant’s new spouse had previously been designated as the Beneficiary.

If a participant designates his spouse as the beneficiary and the participant and such spouse are legally divorced subsequent to the date of such designation; then, the designation shall be administered as if such spouse had predeceased the participant unless the participant, subsequent to the legal divorce, reaffirms the designation by completing a new beneficiary designation and duly filing or otherwise recording it with the plan administrator.

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:Organization]] or its Subsidiaries in accordance with [[Bank of America:Organization]]’s beneficiary designation procedures, as in effect from time to time. Any beneficiary designation in effect at the time of your termination of employment with [[Bank of America:Organization]] and its Subsidiaries (other than a termination of employment due to your death) will remain in effect following your termination of employment unless you change your beneficiary designation or it otherwise ceases to be enforceable and/or valid in accordance with [[Bank of America:Organization]]`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.

“Beneficiary” means the Person or Persons designated in writing as such by Executive and filed with the Company at any time. Any such designation may be withdrawn or changed in writing by Executive, but only the last such designation on file shall be effective. If the Beneficiary predeceases Executive and no contingent Beneficiary was designated, or if Executive failed to designate a Beneficiary, then the Beneficiary shall be Executive’s estate.