PROSPECTUS 626,600,000 SHARES COMMON STOCK 2003 KEY ASSOCIATE STOCK PLAN, AS AMENDED AND RESTATED EFFECTIVE APRIL 28, 2010

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1 PROSPECTUS 626,600,000 SHARES BANK OF AMERICA CORPORATION COMMON STOCK 2003 KEY ASSOCIATE STOCK PLAN, AS AMENDED AND RESTATED EFFECTIVE APRIL 28, 2010 This Prospectus relates to the offer and sale of up to 626,600,000 shares of our common stock to our key associates under the 2003 Key Associate Stock Plan, as amended and restated effective April 28, 2010 (the Plan ). The Plan was originally approved by our Board of Directors on January 24, 2002 and by our stockholders on April 24, Most recently, an amendment and restatement of the Plan was approved by our Board of Directors on January 27, 2010 and became effective upon approval by our stockholders on April 28, This Prospectus describes the material terms of the Plan as amended and restated. The Plan terminates on December 31, 2015, unless terminated earlier by our Board of Directors. The purpose of the Plan is to promote the success and enhance the value of our company by linking the personal interests of our key associates with the interests of our stockholders, and to provide our key associates with an incentive for outstanding performance. The Plan is further intended to enhance our ability to motivate, attract and retain the services of key associates upon whose judgment, interest and special effort our success largely is dependent. The Plan is generally administered by the Compensation and Benefits Committee of our Board (the Compensation and Benefits Committee ). See Administration below. The Plan is not a qualified pension, profit-sharing or stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code ). Further, in our view, the Plan is not subject to the provisions of the Employee Retirement Income Security Act of For additional information concerning the Plan, Plan awards or Plan administrators, please contact Bank of America Key Associate Stock Plan, NC , 100 North Tryon Street, Charlotte, NC To obtain information by telephone, legacy Merrill Lynch associates please call the Merrill Lynch Employee Services Group at and all other Bank of America associates please call Bank of America Stock Plan Services at This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended (the Securities Act ). The date of this Prospectus is April 28, 2010.

2 SUMMARY OF PLAN The following summary of the Plan is subject to, and qualified in its entirety by reference to, all the provisions of the Plan, a copy of which may be obtained upon request. Eligibility Only our key associates and key associates of our subsidiaries may participate in the Plan. Key associates are those associates who occupy managerial or other important positions and who have made, or are expected to make, significant contributions to our business or the business of our subsidiaries, as determined by the Compensation and Benefits Committee, including persons employed outside the United States. The Compensation and Benefits Committee, in its discretion, will select the award recipients and the nature and amount of any awards. Number of Shares The total number of shares of our common stock available for grants under the Plan equals the sum of: 200,000,000 shares, plus 33,711,872 shares, which is the number of shares that were available under our Key Employee Stock Plan as of December 31, 2002, plus any shares covered by awards under our Key Employee Stock Plan that terminate, expire, lapse or are canceled after December 31, 2002, plus effective April 1, 2004, an additional 102,000,000 shares, plus effective April 26, 2006, an additional 180,000,000 shares, plus effective January 1, 2009, an additional 105,000,000 shares, plus effective April 28, 2010, an additional 500,000,000 shares. If an award made under the Plan terminates, expires, lapses or is canceled, the shares covered by that award remain available for grants under the Plan. Likewise, shares covered by an award that is settled in cash remain available for grants under the Plan. In addition, if an award under the Merrill Lynch & Co., Inc. Long Term Incentive Compensation Plan for Executive Officers or the Merrill Lynch Financial Advisor Capital Accumulation Award Plan is canceled, terminates, expires, lapses or is settled in cash for any reason from and after January 1, 2009, the shares covered by that award will be available for grants under the Plan. Also, if in connection with a merger or other business acquisition, we assume awards made under a prior company s stock plan, or issue replacement awards under this Plan, to persons who become key associates as a result of the merger or other business acquisition, those awards will not count against the pool of shares 2

3 available for grants under the Plan. However, shares used to pay any option exercise price or to satisfy a tax withholding obligation do not remain available for grants under the Plan. Shares of our common stock issued pursuant to the Plan may be original issue shares, treasury stock or shares purchased in the open market or otherwise. Awards Pursuant to the Plan, the Compensation and Benefits Committee may award key associates incentive stock options ( ISOs ), nonqualified stock options ( NQSOs ), stock appreciation rights ( SARs ), restricted stock shares or restricted stock units. Each award will be evidenced by an award agreement between you and us setting forth the terms and provisions applicable to the award. Stock Options and Stock Appreciation Rights. The Plan provides for the grant of options to purchase shares of our common stock at option prices which are not less than the fair market value of shares of our common stock at the close of business on the grant date. The Plan also provides for the grant of SARs, which entitle holders upon exercise to receive shares of our common stock or cash (as specified in the award agreement) with a value equal to the difference between (i) the fair market value on the exercise date of the shares with respect to which an SAR is exercised and (ii) the fair market value of such shares on the grant date. In making an option award, the Compensation and Benefits Committee determines whether the award will be either an ISO or NQSO. The Compensation and Benefits Committee also establishes all of the other terms and conditions of each option award and of any SAR at the time of grant, including any vesting requirements, which are set forth in the award agreement. Options and SARs that vest solely on the basis of the passage of time will generally vest no sooner than in three equal annual installments beginning on the first anniversary of the award. However, your award agreement may provide for earlier vesting in the case of death, disability, retirement or workforce reduction/divestiture or in connection with a change in control or establishing the terms and conditions of your employment as a result of a business combination or acquisition. Options and SARs granted under the Plan will expire not more than 10 years from the date of grant, and the applicable award agreements will specify the extent to which options and SARs may be exercised during their respective terms, including in the event of your death, disability or termination of employment. You may pay the option exercise price either in cash or by tendering shares of our common stock with a fair market value at the date of the exercise equal to the portion of the exercise price which you do not pay in cash. In addition, the Compensation and Benefits Committee may from time to time allow cashless exercises by any means which it determines to be consistent with the Plan s purposes and applicable law. You will have no rights as a stockholder until you become the holder of record of shares of our common stock issued upon exercise of such stock options or SARs (if settled in shares). Neither options nor SARs receive dividend equivalents. Restricted Stock Shares and Restricted Stock Units. A restricted stock share is an actual share of our common stock issued in your name that is subject to certain vesting requirements and which we hold until the applicable vesting date, at which time the share is released to you. 3

4 A restricted stock unit represents the right to receive one share of our common stock upon the applicable vesting date, but no share is actually issued until vesting. A restricted stock unit may be settled in cash rather than stock to the extent provided in your applicable award agreement. The Compensation and Benefits Committee determines whether an award will be restricted stock shares or restricted stock units. The Compensation and Benefits Committee also establishes all of the other terms and conditions of each award at the time of grant, including any vesting requirements, which are set forth in an award agreement. The vesting requirements may include your continued service with our company, the attainment of specified performance goals or any other conditions deemed appropriate by the Compensation and Benefits Committee. Restricted stock shares or restricted stock units that vest solely on the basis of the passage of time will generally vest no sooner than in three equal annual installments beginning on the first anniversary of the award. However, your award agreement may provide for earlier vesting in the case of death, disability, retirement or workforce reduction/divestiture or in connection with a change in control or establishing the terms and conditions of your employment as a result of a business combination or acquisition. Prior to vesting, you may vote and receive cash dividends with respect to restricted stock shares as specified in your award agreement. Restricted stock units carry no voting rights, but generally receive dividend equivalents as specified in your award agreement. Covenants that Apply to Awards Awards under the Plan may be subject to additional covenants as described in your award agreement. By accepting your award, you will agree to any such covenants contained in your award agreement. Award Limits The following limits apply to awards made under the Plan: In no event may any individual receive awards under the Plan for a given calendar year covering in excess of 4,000,000 shares of our common stock. We will not grant ISOs covering in the aggregate more than 40,000,000 shares of our common stock during the term of the Plan. From and after February 28, 2010, no more than approximately 504 million shares of our common stock (i.e., 500,000,000 shares plus the number of shares that were available under the Plan as of February 28, 2010 to make awards of restricted stock shares or restricted stock units on a one-for-one basis) may be awarded in the form of restricted stock shares or restricted stock units. However, if the full number of shares that may be awarded as restricted stock shares or restricted stock units have been used, additional shares of our common stock may be awarded in the form of restricted stock shares or restricted stock units with each such share counting as 2.5 shares against the total number of shares available for grants. 4

5 Transferability of Awards You may not sell, transfer, pledge, assign or otherwise alienate or hypothecate awards of ISOs, SARs, restricted stock shares or restricted stock units prior to your death. Awards may be transferred upon your death either by will or the laws of descent and distribution or pursuant to a beneficiary designation to the extent permitted under the Plan. Generally, NQSOs are subject to the same restrictions. However, if we establish an option transfer program for NQSOs, you may transfer NQSOs to immediate family members (or to certain permitted estate planning entities) in accordance with, and subject to, the terms and provisions of your NQSO award agreement and such option transfer program. NQSOs may not be transferred for consideration under any circumstances. Withholding for Payment of Taxes The Plan provides for the withholding and payment by a participant of any payroll or withholding taxes required by applicable law. Generally, we will automatically withhold from you a number of shares of our common stock otherwise issuable under your award having a fair market value equal to the amount of the applicable payroll and withholding taxes. In some cases, though, we may elect to collect the payroll and withholding taxes by other means as set forth in your award agreement. Changes in Capitalization and Similar Changes In the event of any change in the outstanding shares of our common stock by reason of any stock dividend, stock split, spin-off, recapitalization, merger, consolidation, combination, exchange of shares or otherwise, the aggregate number of shares of our common stock with respect to which awards may be made under the Plan, and the terms, types of shares and number of shares of any outstanding awards under the Plan may be equitably adjusted by the Compensation and Benefits Committee in its discretion to preserve the benefit of the award for both you and us. Change in Control The Plan permits the Compensation and Benefits Committee to provide for vesting of awards in connection with a change in control of our company (as defined in the Plan) only if there is also a termination of employment in connection with the change in control. This is often referred to as double trigger vesting. For these purposes, a termination is considered to be in connection with a change of control if it occurs upon or within two years after the change in control and is for one of the following two reasons: (i) an involuntary termination by the company without cause or (ii) a termination by the participant for good reason. Cause and good reason will be as defined in the applicable award agreements. In addition, the Compensation and Benefits Committee may provide for the assumption or substitution of awards by a surviving corporation. As provided in the Plan, payments to you following a change in control may be limited to avoid excess parachute payments under Code Section 280G. 5

6 Amendment and Termination of Plan Our Board of Directors has the power to amend, modify or terminate the Plan on a prospective basis, provided that the Board of Directors may condition any amendment to the Plan on stockholder approval if it deems stockholder approval to be necessary or appropriate. Administration The Plan is administered by the Compensation and Benefits Committee. Under the Plan, the Compensation and Benefits Committee has the authority to (i) select the key associates to receive awards from time to time, (ii) make awards in such amounts as it determines, (iii) impose limitations, restrictions and conditions upon awards as it deems appropriate, (iv) establish performance targets and allocation formulas for awards of restricted stock shares or restricted stock units intended to be qualified performance-based compensation under Code Section 162(m), (v) certify the attainment of performance goals, if applicable, as required by Code Section 162(m), (vi) interpret the Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (vii) correct any defect or omission or reconcile any inconsistency in the Plan or any award granted thereunder and (viii) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. The Compensation and Benefits Committee also has limited authority to accelerate the vesting and to waive any restrictions on outstanding awards. The Compensation and Benefits Committee may delegate its authority under the Plan to the extent permitted by applicable law. All determinations and decisions made by the Compensation and Benefits Committee pursuant to the Plan will be final, conclusive and binding. Code Section 162(m) Because stock options and SARs granted under the Plan must have an exercise price equal at least to fair market value at the date of grant, compensation from the exercise of stock options and SARs should be treated as qualified performance-based compensation for Code Section 162(m) purposes. In addition, the Plan authorizes the Compensation and Benefits Committee to make awards of restricted stock shares or restricted stock units that are conditioned on the satisfaction of certain performance criteria. For awards intended to result in qualified performance-based compensation, the Compensation and Benefits Committee will establish prior to or within 90 days after the start of the applicable performance period the applicable performance conditions. The Compensation and Benefits Committee may select from the following performance measures for this purpose: total revenue (defined as the sum of net interest income on a taxable-equivalent basis and noninterest income), net income, shareholder value added (which equals the cash basis operating earnings for a year less a charge for the use of capital for the year), return on average common shareholders equity, return on average assets, earnings per common share (using either diluted earnings or not), 6

7 operating earnings per common share (using either diluted earnings or not), total stockholder return, customer satisfaction (determined based on objective criteria approved by the Compensation and Benefits Committee), expense management, operating margin, operating leverage, or cash flow. The Compensation and Benefits Committee will state the performance conditions in the form of an objective, nondiscretionary formula and will certify in writing the attainment of such performance conditions prior to any payout with respect to such awards. The Compensation and Benefits Committee in its discretion may adjust downward the permissible amount of any such award, even if the performance objective is achieved. CERTAIN FEDERAL INCOME TAX CONSEQUENCES This section contains only a general discussion of the potential United States federal income tax consequences to you under the Plan. State or local tax rules, and tax rules applicable in jurisdictions outside the United Sates, are not discussed. The federal income tax consequences relating to the Plan are complex. You should consult with your personal tax advisor regarding such consequences. Incentive Stock Options. ISOs granted under the Plan are subject to the applicable provisions of the Code, including Code Section 422. If shares of our common stock are issued to you upon the exercise of an ISO, and if you make no disqualifying disposition of such shares within one year after the exercise of the ISO or within two years after the date the ISO was granted, then (i) you will recognize no income at the time of the grant of the ISO, (ii) you will recognize no income, for regular income tax purposes, at the date of exercise, (iii) upon sale of the shares acquired by exercise of the ISO, any amount realized in excess of the option price will be taxed to you, for regular income tax purposes, as a capital gain and any loss sustained will be a capital loss, and (iv) we will not be allowed to take any deduction for federal income tax purposes. The applicable capital gain tax rate will depend on how long the shares were held and on your income tax bracket. If you make a disqualifying disposition of such shares, you will realize taxable ordinary income in an amount equal to the excess of the fair market value of the shares purchased at the time of exercise over the option price (the bargain purchase element ) and we will be entitled to a federal income tax deduction equal to such amount. The amount of any gain in excess of the bargain purchase element realized upon a disqualifying disposition will be taxable as capital gain to the holder (for which we will not be entitled a federal income tax deduction). Upon exercise of an ISO, you may be subject to alternative minimum tax. Nonqualified Stock Options. With respect to NQSOs granted under the Plan, (i) you will recognize no income at the time the NQSO is granted, (ii) at exercise, you will recognize ordinary income in an amount equal to the difference between the option price and the fair market value of the shares on the date of exercise, and we will receive a tax deduction for the same amount, and (iii) on disposition, appreciation or depreciation after the date of exercise is treated as a capital gain or 7

8 loss, in which case the applicable capital gain tax rate will depend on how long you held the shares and on your income tax bracket. Restricted Stock Shares. Upon becoming entitled to receive shares at the end of the applicable restriction period without a forfeiture, you will have ordinary income in an amount equal to the fair market value of the shares at that time. However, if you make an election under Code Section 83(b) within 30 days of the date of the grant, you will have ordinary taxable income on the date of the grant equal to the fair market value of the shares of restricted stock as if the shares were unrestricted and could be sold immediately. If you forfeit the shares subject to such election, you will not be entitled to any deduction, refund or loss for tax purposes. Upon sale of the shares after the forfeiture period has expired, the holding period to determine whether you have long-term or short-term capital gain or loss begins when the restriction period expires, and the tax basis will be equal to the fair market value of the shares when the restriction period expires. However, if you timely elect to be taxed as of the date of grant, the holding period commences on the date of the grant and the tax basis will be equal to the fair market value of the shares on the date of the grant as if the shares were then unrestricted and could be sold immediately. We generally will be entitled to a deduction equal to the amount that is taxable as ordinary compensation income to you. Restricted Stock Units. If you are awarded restricted stock units under the Plan, you will not recognize income and we will not be allowed a deduction at the time the award is made. When you receive payment for restricted stock units in cash or shares of common stock, the amount of the cash and the fair market value of the shares received will be ordinary income to you and will be allowed as a deduction for federal income tax purposes to us. However, if there is a substantial risk that any shares used to pay out earned restricted stock units will be forfeited (for example, because the Compensation and Benefits Committee conditions such shares on the performance of future services), the taxable event is deferred until the risk of forfeiture lapses. In this case, you can elect to make a Code Section 83(b) election as previously described. We can take the deduction at the time you recognize the income. Transferable Options. As described above, the Plan permits NQSOs to be transferable during your life if and to the extent permitted under your award agreement and subject to the terms and conditions of any applicable option transfer program. If transferability is permitted, the following summarizes the federal tax consequences of the transfer. In the case of a transfer in which you gift an option to an immediate family member, the following would occur: (i) the transfer would be considered a gift under federal gift/estate taxes based on the fair market value of the option at the time of transfer (generally, fair market value must be determined using a recognized option valuation model, such as the Black-Scholes model); (ii) at the time of option exercise by the transferee, you (not the transferee) would be responsible for the income taxes on the spread (that is, the difference between the fair market value of the shares on the date of exercise and the option price paid), although the income tax you pay would not be considered an additional gift; and (iii) the transferee would have basis in the shares equal to the fair market value of the shares on the date of exercise, and any subsequent sale of the shares by the transferee would be subject to a capital gain or loss. 8

9 RESTRICTIONS ON RESALE In no event may you sell shares of our common stock, whether acquired pursuant to the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. Further, if you are one of our affiliates as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the Exchange Act ), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be matched with nonexempt purchases of our common stock within the previous or following six months for purposes of the short-swing profits recovery provisions of Section 16(b). You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of shares of our common stock that you acquire pursuant to the Plan. ADDITIONAL INFORMATION We have filed registration statements with respect to the shares of our common stock offered under the Plan with the Securities and Exchange Commission under the Securities Act. These registration statements incorporate by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a description of our common stock filed under the Exchange Act, which documents are also incorporated by reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of any of the documents incorporated by reference in the registration statements and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Stockholders, if any, and any and all documents supplementing or updating the information contained in this Prospectus (including Plan information previously delivered, if requested). Such requests should be addressed to: Bank of America Investor Relations, NC , 100 North Tryon Street, Charlotte, NC To obtain information by telephone, call Bank of America Investor Relations at