X0306 4 2014-02-14 0000070858 BANK OF AMERICA CORP /DE/ BAC 0001195066 LAUGHLIN TERRENCE P 100 NORTH TRYON STREET CHARLOTTE NC 28255 1 Chief Risk Officer Common Stock 2014-02-15 4 M 0 59933.0000 0.0000 A 341782.2300 D Common Stock 2014-02-15 4 M 0 29356.0000 0.0000 A 371138.2300 D Common Stock 2014-02-15 4 F 0 15139.0000 16.7000 D 355999.2300 D Common Stock 2014-02-15 4 F 0 30908.0000 16.7000 D 325091.2300 D Common Stock 27158.2500 I By Revocable Trust Common Stock 36.0000 I By spouse IRA 2014 Performance Restricted Stock Units 2014-02-14 4 A 0 146936.0000 0.0000 A Common Stock 146936.0000 146936.0000 D 2014 Restricted Stock Units 2014-02-14 4 A 0 146936.0000 0.0000 A 2017-02-14 Common Stock 146936.0000 146936.0000 D 2013 Restricted Stock Units 0.0000 2014-02-15 4 M 0 59933.0000 0.0000 D 2016-02-15 Common Stock 59933.0000 119866.0000 D Restricted Stock Units 0.0000 2014-02-15 4 M 0 29356.0000 0.0000 D 2014-02-15 Common Stock 29356.0000 0.0000 D Each restricted stock unit represents a contingent right to receive one share of Bank of America Corporation common stock. Disposition of shares to the issuer to satisfy the tax withholding obligation associated with the vesting of restricted stock units, which is exempt under Rule 16b-3(e). Each restricted stock unit is the economic equivalent of one share of Bank of America Corporation common stock. Award of performance restricted stock units (PRSUs) on February 14, 2014 pursuant to the terms of a Performance Restricted Stock Units Agreement, which is exempt under Rule 16b-3(d) subject to the attainment of pre-established performance goals. One-half of the PRSUs reported have performance goals based on the Company's three year average return on assets and one-half of the PRSUs reported have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2014 and ending December 31, 2016. To the extent earned, the award shall be settled 100% in cash based on the closing price of Bank of America Corporation common stock on the settlement date. The reported number of PRSUs represents the "target" amount of the award; the actual award upon vesting may range between 0% and 125% of the target, depending upon satisfaction of the performance goals. Award of restricted stock units on February 14, 2014 pursuant to the terms of a Restricted Stock Unit Award Agreement, which is exempt under rule 16b-3(d). These units vest in three equal annual installments commencing with the first anniversary of the February 14, 2014 grant date. On February 15, 2013, the reporting person was granted restricted stock units, vesting in three equal annual installments commencing with the first anniversary of the grant date. These restricted stock units, which are exempt under Rule 16b-3(d), vest in three equal annual installments commencing with the first anniversary of the February 15, 2011 grant date. laughlin.txt Terrence P. Laughlin/Evelyn King POA 2014-02-19