Director/PDMR Shareholding

Annex DTR3 NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIALRESPONSIBILITY OR CONNECTED PERSONS Please complete all relevant boxes in block capital letters. 1. Name of the issuer 2. State whether the notification relates to (i) a transaction 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 BANK OF AMERICA CORPORATION THIS FILING REFERS TO (i) 3. Name of person discharging 4. State whether notification relates managerial responsibilities/ to a person connected with a person director discharging managerial responsibilities/director named in 3 and identify the connected person LIONEL L. NOWELL, III NO 5. Indicate whether the notification 6. Description of shares (including is in respect of a holding of the class), debentures or derivatives person referred to in 3 or 4 or financial instruments relating above or in respect of a to shares non-beneficial interest1 DERIVATIVE SECURITIES RELATING TO SHARES OF COMMON STOCK 7. Name of registered shareholders 8 State the nature of the transaction (s) and, if more than one, the number of shares held by each of them LIONEL L. NOWELL, III a. PAYMENT OF ANNUAL DIRECTORS' FEE b. REINVESTMENT OF DIVIDEND EQUIVALENTS 9. Number of shares, debentures or 10. Percentage of issued class acquired financial instruments relating to (treasury shares of that class shares acquired should not be taken into account when calculating percentage) LESS THAN 0.1% 11. Number of shares, debentures or 12. Percentage of issued class disposed financial instruments relating to (treasury shares of that class shares disposed should not be taken into account when calculating percentage) 13. Price per share or value of 14. Date and place of transaction transaction a. 14,732.97 PHANTOM SHARES AT MAY 6, 2015 CHARLOTTE, NORTH US$16.29 PER PHANTOM SHARE CAROLINA, UNITED STATES b. 233.60 DIVIDEND REINVESTMENT PHANTOM SHARES AT VARIOUS PRICES EACH QUARTER 15. Total holding following 16. Date issuer informed of transaction notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) MAY 8, 2015 If a person discharging managerial responsibilities has been granted options bythe 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 time 22. Total number of shares or of grant) or indication that debentures over which options held price is to be fixed at the time following notification of exercise 23. Any additional information 24. Name of contact and telephone number for queries Amanda Daniel 1.980.388.5923 Name of authorised officer of issuer responsible for making notification _______________________Amanda D. Daniel_____________________ Date of notification _______May 8, 2015_______________________ 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 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.