Director/PDMR Shareholding

Annex DTR3 Notification of Transactions of Directors/Persons DischargingManagerial Responsibility and Connected Persons 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 BANK OF AMERICA CORPORATION notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with section 793 of the Companies Act 2006, or (iii) in accordance with paragraph 26 of the Model Code THIS TRANSACTION RELATES TO (i) 3. Name of person discharging 4. State whether notification relates managerial responsibilities/ to a person connected with a director person discharging managerial responsibilities/director named in GARY G. LYNCH 3 and identify the connected person NO 5. Indicate whether the 6. Description of shares (including notification is in respect of a class), debentures or derivatives holding of the person referred or financial instruments relating to in 3 or 4 above or in respect to shares of a non-beneficial interest(1) DERIVATIVE SECURITIES RELATING TO SHARES OF COMMON STOCK 7. Name of registered shareholders 8. State the nature of the (s) and, if more than one, the transaction number of shares held by each of 1. VESTING OF 2014 RESTRICTED STOCK them UNIT AWARD (SHARE SETTLED) 2. VESTING OF 2013 RESTRICTED STOCK UNITS AWARD (SHARE SETTLED) 3. VESTING OF 2012 RESTRICTED STOCK UNITS AWARD (SHARE SETTLED) 9. Number of shares, debentures or 10. Percentage of issued class financial instruments relating acquired (treasury shares of that to shares acquired class should not be taken into account when calculating percentage) 11. Number of shares, debentures or 12. Percentage of issued class financial instruments relating disposed (treasury shares of that to shares disposed class should not be taken into account when calculating percentage) 13. Price per share or value of 14. Date and place of transactions transaction FEBRUARY 14th and 15th, 2015 CHARLOTTE, NC 1. 2014 RSU VESTING - 48,978 AT U.S. $16.61 PER STOCK UNIT 2. 2014 RSU VESTING - 51,551 AT U.S. $16.61 PER STOCK UNIT 3. 2013 RSU VESTING - 464,151 AT U.S. $16.61 PER STOCK UNIT 15. Total holding following 16. Date issuer informed of notification and total transaction percentage holding following notification (any treasury FEBRUARY 19, 2014 shares should not be taken into account when calculating percentage) If a person discharging managerial responsibilities has been granted optionsby the issuer complete the following boxes 17. Date of grant 18. Period during which or date on which exercisable 19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved (class and number) 21. Exercise price (if fixed at 22. Total number of shares or time of grant) or indication debentures over which options that price is to be fixed at held following notification the time of exercise 23. Any additional information 24. Name of contact and telephone number for queries EVELYN KING 1.980.388.1135 Name of authorised officer of issuer responsible for making notification EVELYN KING Date of notification FEBRUARY 19, 2014 This form is intended for use by an issuer to make a RIS notification requiredby DR 3.1.4R(1). (1) An issuer making a notification in respect of a transaction relating to theshares 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 to theshares 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 3and 17 to 24. (4) An issuer making a notification in respect of a financial instrumentrelating to the shares of the issuer (other than a debenture) should completeboxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.