Change of Control. If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate or is subject to a policy that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement or policy shall control. In all other cases, unless provided otherwise in an Award agreement or by the Committee prior to the date of the Change of Control, in the event of a Change of Control:

Change of Control. There occurs any Change of Control; or

In the event of a Change of Control, if the Change of Control occurs prior to the last day of the Applicable Performance Period (the “End Date”), the Committee will determine the size of the Performance Pool for each outstanding Performance Period in accordance with Section 2.2 and the Total Value of the Awards in accordance with Section 2.3 no later than the date of consummation of the Change of Control; provided that # the Positive TSR requirement set forth in Section 2.4(c), (d) or (e) shall no longer apply to either the Immediate Vesting Amount or the Deferred Vesting Amount and # if the Valuation Date occurs upon the date of a Change of Control on or before the first anniversary of the Initial Date with respect to the applicable Performance Period, the Total Value of each Award for such Performance Period shall be prorated by multiplying it by a fraction # the numerator of which is the number of days elapsed between the Initial Date and the date of the Change of Control and # the denominator of which is 365. For avoidance of doubt, in the event of a Change of Control, the performance of all calculations and actions pursuant to Sections 2.2 and 2.3 hereof using the applicable Valuation Date shall be conditioned upon the final consummation of such Change of Control.

Change in Control. Notwithstanding anything to the contrary in Section 3, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in [Section 6(d)(iii)] of the Plan (including Good Reason protection under [Section 6(d)(iii)(ii)] thereof) shall govern.

Change in Control. Upon the event of a Change in Control (as such term is defined in the Plan) of the Company, all Restrictions upon the Target Award Amount shall lapse and such Units shall immediately vest.

Change of Control. Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without Cause, or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control).

Change in Control. In the event a Participant experiences a Separation From Service (other than for cause) within 24 months after a Change in Control, then, to the extent permitted without additional tax or penalty by Section 409A of the Code, such Participant shall receive a distribution of the balances credited to the Participant’s Account which are attributable to amounts credited to the account. See Section 9(b)(iii) for the effect of such Separation From Service on deferred Restricted Stock Units.

Change in Control. Upon the occurrence of a Change in Control, # the Time-Based Condition shall be deemed satisfied, and # the Performance Condition shall be deemed satisfied at either # the target level of performance for all performance goals or # the actual level of performance for all performance goals (in each case determined as of immediately preceding the Change in Control), whichever results in the greater number of PSUs vesting.

Change in Control. Notwithstanding anything in this Agreement to the contrary, if # a Change in Control occurs and # on or after the Change in Control and on or before the second anniversary of the Change in Control either # your employment is terminated without Cause or # you terminate your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason, then the Restricted Stock Units (and any related dividend equivalents) shall become immediately earned as of the date of such termination and shall be payable as of the Settlement Date, without regard to the covenants set forth in paragraph # below, but subject to the additional performance-based cancellation provision set forth in paragraph # below. Notwithstanding anything in this paragraph (b)(iv) to the contrary, upon your death following # a termination of your employment without Cause on or before the second anniversary of a Change in Control or # a termination of your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason on or before the second anniversary of a Change in Control, the Restricted Stock Units (and any related dividend equivalents) that are continuing to become payable in accordance with the provisions of this paragraph (b)(iv), but have not yet become payable, shall become immediately payable as of the date of your death, and payment will be made as soon as administratively practicable following your death.

. The Performance-Based Restricted Stock Units may be subject to accelerated vesting and settlement in connection with a Change of Control to the extent provided in Section 10 of the Plan.