QUALIFYING TERMINATION. If your employment terminates for any reason other than your death, Disability, Cause or in connection with a Change in Control as described in paragraph (b)(iv) above and your termination of employment is a Qualifying Termination, then the Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] and its Subsidiaries as of the Settlement Date), subject to the performance-based cancellation provision set forth in paragraph # below, provided that # to the extent permissible under applicable law, you do not engage in Competition during such period, # you comply with the covenants described in paragraph # below and # prior to March 1 of each year during which your Restricted Stock Units remain payable, you provide [[Bank of America:Organization]] with a written certification that you have not engaged in Competition to the extent the Competition restriction in # above is applicable. To be effective, such certification must be provided on such form, at such time and pursuant to such procedures as [[Bank of America:Organization]] shall establish from time to time. If [[Bank of America:Organization]] determines in its reasonable business judgment that you have failed to satisfy any of the foregoing requirements, then the Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of such determination. In addition, from time to time following your Qualifying Termination, [[Bank of America:Organization]] may require you to further certify that you are not engaging in Competition, and if you fail to fully cooperate with any such requirement [[Bank of America:Organization]] may determine that you are engaging in Competition. Notwithstanding anything in this paragraph # to the contrary, upon your death following a Qualifying Termination, the Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (c), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death. Notwithstanding anything in this Agreement to the contrary, if # you are a permanent resident of California or # you are a tax resident of California who is assigned to perform services for [[Bank of America:Organization]] or any Subsidiary from an office located in California, the Competition restriction described in # above and the certification requirement described in # above will not apply to this Award.

QUALIFYING TERMINATION. If your employment terminates for any reason other than your death, Disability, Cause or in connection with a Change in Control as described in paragraph (b)(iv) above and your termination of employment is a Qualifying Termination, then any unearned Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with the Payment Schedule set forth in paragraph # above subject to the performance-based cancellation provision in paragraph # below, provided that # to the extent permissible under applicable law, you do not engage in Competition during such period, # you comply with the covenants described in paragraph # below; and # prior to each payment date, you provide [[Bank of America:Organization]] with a written certification that you have not engaged in Competition to the extent the Competition restriction in # above is applicable. To be effective, such certification must be provided on such form, at such time and pursuant to such procedures as [[Bank of America:Organization]] shall establish from time to time. If [[Bank of America:Organization]] determines in its reasonable business judgment that you have failed to satisfy any of the foregoing requirements, then any unearned Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of such determination. In addition, from time to time following your Qualifying Termination, [[Bank of America:Organization]] may require you to further certify that you are not engaging in Competition, and if you fail to fully cooperate with any such requirement [[Bank of America:Organization]] may determine that you are engaging in Competition. Notwithstanding anything in this paragraph # to the contrary, upon your death following a Qualifying Termination, any unearned Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (c), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death. Notwithstanding anything in this Agreement to the contrary, if # you are a permanent resident of California or # you are a tax resident of California who is assigned to perform services for [[Bank of America:Organization]] or any Subsidiary from an office located in California, the Competition restriction described in # above and the certification requirement described in # above will not apply to this Award.

QUALIFYING TERMINATION. If your employment terminates for any reason other than your death, Disability, Cause or in connection with a Change in Control as described in paragraph (b)(iv) above and your termination of employment is a Qualifying Termination, then any unearned Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with the Payment Schedule set forth in paragraph # above subject to the performance-based cancellation provision set forth in paragraph # below, provided that # to the extent permissible under applicable law, you do not engage in Competition during such period, # you comply with the covenants described in paragraph # below and # prior to each payment date, you provide [[Bank of America:Organization]] with a certification that you have not engaged in Competition to the extent the Competition restriction in # above is applicable.

To be effective, such certification must be provided on such form, at such time and pursuant to such procedures as [[Bank of America:Organization]] shall establish from time to time. If [[Bank of America:Organization]] determines in its reasonable business judgment that you have failed to satisfy any of the foregoing requirements, then any unearned Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of such determination. In addition, from time to time following your Qualifying Termination, [[Bank of America:Organization]] may require you to further certify that you are not engaging in Competition, and if you fail to fully cooperate with any such requirement [[Bank of America:Organization]] may determine that you are engaging in Competition. Notwithstanding anything in this paragraph # to the contrary, upon your death following a Qualifying Termination, any unearned Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (c), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death. Notwithstanding anything in this Agreement to the contrary:

Disability. If your employment is terminated by [[Bank of America:Organization]] or its Subsidiaries due to your Disability, then the Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] or its Subsidiaries as of the Settlement Date), subject to your complying with the covenants set forth in paragraph # below and to the additional performance-based cancellation provision set forth in paragraph # below. Notwithstanding anything in this paragraph (b)(ii) to the contrary, upon your death following a termination of employment by [[Bank of America:Organization]] or its Subsidiaries due to your Disability, the Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (b)(ii), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death.

All Other Terminations. In case of All Other Terminations, unless your termination of employment is a Qualifying Termination as described below, the Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of your termination of employment. [For Mr. Montag: Notwithstanding the foregoing or any other provision herein to the contrary, in accordance with the terms of your offer letter dated May 1, 2008, if your employment is terminated by [[Bank of America:Organization]] without “Cause” or you terminate your employment for “Good Reason” (as such terms are defined in your offer letter), then the Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] and its Subsidiaries as of the Settlement Date), subject to your complying with the covenants set forth in paragraph # below and to the additional performance-based cancellation provision set forth in paragraph # below.]

Disability. If your employment is terminated by your employer due to your Disability, then any unearned Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable at such time as provided in the Payment Schedule described in paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] or its Subsidiaries), subject to your complying with the covenants set forth in paragraph # below and subject to the performance-based cancellation provision set forth in paragraph # below. Notwithstanding anything in this paragraph (b)(ii) to the contrary, upon your death following a termination of employment by your employer due to Disability, any unearned Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (b)(ii), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death.

Disability. If your employment is terminated by your employer due to your Disability, then any unearned Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable at such time as provided in the Payment Schedule described in paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] or its Subsidiaries), subject to your complying with the covenants set forth in paragraph # below and subject to the performance-based cancellation provision set forth in paragraph # below. Notwithstanding anything in this paragraph (b)(ii) to the contrary, upon your death following a termination of employment by your employer due to Disability, any unearned Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (b)(ii), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death.

All Other Terminations. Unless your termination of employment is a Qualifying Termination as described below, in the case of All Other Terminations, any Restricted Stock Units (and any related dividend equivalents) that were not already earned and payable pursuant to paragraph # above as of the date of your termination of employment shall be canceled as of that date. [For Mr. Montag: Notwithstanding the foregoing or any other provision herein to the contrary, in accordance with the terms of your offer letter dated May 1, 2008, if your employment is terminated by [[Bank of America:Organization]] without “Cause” or you terminate your employment for “Good Reason” (as such terms are defined in your offer letter), then any unearned Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with the Payment Schedule set forth in paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] and its Subsidiaries), subject to your complying with the covenants set forth in paragraph # below and to the performance condition set forth in paragraph # below.]

All Other Terminations. Unless your termination of employment is a Qualifying Termination as described below, in the case of All Other Terminations, any Restricted Stock Units (and any related dividend equivalents) that were not already earned and payable pursuant to paragraph # above as of the date of your termination of employment shall be canceled as of that date. [For Mr. Montag: Notwithstanding the foregoing or any other provision herein to the contrary, in accordance with the terms of your offer letter dated May 1, 2008, if your employment is terminated by [[Bank of America:Organization]] without "Cause" or you terminate your employment for "Good Reason" (as such terms are defined in your offer letter), then any unearned Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with the Payment Schedule set forth in paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] and its Subsidiaries), subject to your complying with the covenants set forth in paragraph # below and to the performance-based cancellation provision set forth in paragraph # below.]