Bank of America Corp /De/ Sample Contracts

Bank of America Corp /De/ – KEY EMPLOYEE EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENT (February 26th, 2019)

This Restricted Stock Award Agreement (the “Agreement”) is made between Bank of America Corporation, a Delaware corporation (“Bank of America”), and you, a Non-Employee Director of Bank of America.

Bank of America Corp /De/ – BANK OF AMERICA DIRECTOR DEFERRAL PLAN (February 26th, 2019)
Bank of America Corp /De/ – FIRST AMENDMENT TO THE BANK OF AMERICA CORPORATION KEY EMPLOYEE EQUITY PLAN (February 26th, 2019)

THIS INSTRUMENT is executed by BANK OF AMERICA CORPORATION, a Delaware corporation with its principal office and place of business in Charlotte, North Carolina (the “Company”).

Bank of America Corp /De/ – Supplemental Information (January 16th, 2019)

Current period information is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. Bank of America Corporation (the Corporation) does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this information are subject to the forward-looking language contained in the Corporation’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at the SEC’s website (www.sec.gov) or at the Corporation’s website (www.bankofamerica.com). The Corporation’s future financial performance is subject to risks and uncertainties as described in its SEC filings.

Bank of America Corp /De/ – 2018 Financial Results 2018 Reported vs. Reported 2018 vs. 2017 Excl. Tax Act Summary Income Statement 2017 Excl. Tax Act ($B, except per share data) 2018 2017 % Inc / (Dec) 2017 1,2 % Inc / (Dec) Total revenue, net of interest expense $91.2 $87.4 4 % $88.3 3 % 6% operating Noninterest expense 53.4 54.7 (2) 54.7 (2) leverage YoY 2,4 Provision for credit losses 3.3 3.4 (3) 3.4 (3) Pretax income 34.6 29.2 18 30.2 15 Income tax expense 6.4 11.0 (41) 9.0 (29) Net income $28.1 $18.2 54 $21.1 33 Diluted earnings per share $2.61 $1.56 67 $1.83 43 Average diluted common shares (in millions) 10,237 10, (January 16th, 2019)
Bank of America Corp /De/ – Bank of America Reports Record Quarterly Earnings of $7.3 Billion, EPS $0.70 Full-Year Earnings of $28.1 Billion, EPS $2.61; 16 Consecutive Quarters of Positive Operating Leverage Q4-18 Financial Highlights1 Q4-18 Business Segment Highlights1,3 • Net income of $7.3 billion rose 208% (39% Consumer Banking • Net income rose 52% to $3.3 billion 2 adjusting for the impact of the Tax Act in 2017) , • Loans up 5% to $290 billion driven by continued strong operating leverage • Deposits up 3% to $687 billion and asset quality, as well as the benefit of tax reform impacting 2018 • Full-year Merrill Edg (January 16th, 2019)
Bank of America Corp /De/ – Bank of America Reports Quarterly Earnings of $7.2 Billion, EPS $0.66 Record Quarterly Pretax Income of $9.0 Billion, up 18% on Strong Operating Leverage Q3-18 Financial Highlights1 Q3-18 Business Segment Highlights1 • Net income up 32% to $7.2 billion, driven by Consumer Banking • Net income rose 49% to $3.1 billion continuing strong operating leverage and asset • Loans up 6% to $285 billion quality, as well as the benefit of tax reform • Deposits up 4% to $688 billion • Diluted earnings per share up 43% to $0.66 • Merrill Edge brokerage assets exceeded • Pretax income up 18% to $9.0 billion (October 15th, 2018)
Bank of America Corp /De/ – Third Quarter 2018 Highlights (Comparisons to 3Q17) Earnings 1 Returns and Efficiency • Diluted earnings per share of $0.66, up 43% • Return on average assets of 1.23%, improved 28 bps • Record net income of $7.2B, up 32% • Return on average common shareholders’ equity of 11.0%, increased 310 bps • Pretax income of $9.0B, up 18% Return on average tangible common shareholders’ equity of • Total revenue of $22.8B, up 4% • 15.5%, improved 450 bps 2 ‒ Net interest income up 6% • Efficiency ratio of 57%, improved 396 bps ‒ Noninterest income up 2% • Noninterest expense of $13.1B, down 2% • Net char (October 15th, 2018)
Bank of America Corp /De/ – Supplemental Information (October 15th, 2018)

Current period information is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. Bank of America Corporation (the Corporation) does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this information are subject to the forward-looking language contained in the Corporation’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at the SEC’s website (www.sec.gov) or at the Corporation’s website (www.bankofamerica.com). The Corporation’s future financial performance is subject to risks and uncertainties as described in its SEC filings.

Bank of America Corp /De/ – AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT (Multiple Aircraft) Dated as of the 26th day of June, 2018, between Bank of America, NA, as Time Share Lessor, and Brian T. Moynihan, as Time Share Lessee, INSTRUCTIONS FOR COMPLIANCE WITH Within 24 hours after execution of this Agreement: mail a copy of the executed document to the following address via certified mail, return receipt requested: Federal Aviation Administration Aircraft Registration Branch ATTN: Technical Section Oklahoma City, Oklahoma 73125 At least 48 hours prior to the first flight of each Aircraft to be conducted under t (July 30th, 2018)

This AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT (the "Agreement") is made and effective as of the 26th day of June, 2018 (the "Effective Date"), by and between Bank of America, NA, a national banking association ("Time Share Lessor"), and Brian T. Moynihan ("Time Share Lessee"), and amends and restates that certain Aircraft Time Sharing Agreement by and between Time Share Lessor and Time Share Lessee dated as of February 24, 2011, as previously amended.

Bank of America Corp /De/ – BANK OF AMERICA CORPORATION 5.875% NON-CUMULATIVE PREFERRED STOCK, SERIES HH DEPOSIT AGREEMENT among BANK OF AMERICA CORPORATION, COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., together, the Depository, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of July 23, 2018 (July 24th, 2018)

THIS DEPOSIT AGREEMENT dated as of July 23, 2018 (this “Agreement”), among (i) BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association and the wholly-owned subsidiary of Computershare (the “Trust Company” and together with Computershare, the “Depository”), and (iii) the Holders from time to time of the Receipts described in this Agreement.

Bank of America Corp /De/ – BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENT 34,160,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 5.875% Non- Cumulative Preferred Stock, Series HH (July 24th, 2018)

Bank of America Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), 34,160,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Company’s perpetual 5.875% Non-Cumulative Preferred Stock, Series HH (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of Depositary Receipts (the “Depositary Receipts”), which will evidence the Depositary Shares, that are to be issued by Computershare Trust Company, N.A., as depository (the “Depository”) under the Deposit Agreement to be entered into by or before July 24, 2018 by and among the Company, Computershare Inc., the Depository and the holders from time to time of the Depositary Receipts described therein (the “Deposit Agreement”).

Bank of America Corp /De/ – CFO Commentary “This marks the 14th consecutive quarter of positive operating leverage, which drove the improvement in pretax income. In addition, a 5 percent reduction in diluted shares added to EPS growth. Thanks to the hard work and focus of teammates across the firm, we have eliminated or reduced expenses that don't directly contribute to responsible growth in our business lines. Our strong and consistent results have also allowed us to increase our dividend by 25 percent beginning in the third quarter. In the next 12 months, we plan to return $26 billion to shareholders through common div (July 16th, 2018)
Bank of America Corp /De/ – Supplemental Information (July 16th, 2018)

Current period information is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. Bank of America does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this information are subject to the forward-looking language contained in Bank of America’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at the SEC’s website (www.sec.gov) or at Bank of America’s website (www.bankofamerica.com). Bank of America’s future financial performance is subject to risks and uncertainties as described in its SEC filings.

Bank of America Corp /De/ – Second Quarter 2018 Highlights (Comparisons to 2Q17) Earnings 1 Returns and Efficiency • Net income of $6.8B, up 33% • Return on average assets of 1.17% improved 27 bps • Diluted earnings per share of $0.63, up 43% • Return on average common shareholders’ equity of 10.8% increased 300 bps • Total revenue of $22.6B, down 1% – Excluding 2Q17 selected item, up 3% 2 • Return on average tangible common shareholders’ equity of 15.2% improved 428 bps 2 • Noninterest expense of $13.3B, down 5% • Efficiency ratio of 59% improved 249 bps – Excluding 2Q17 selected item, down 3% 2 • 14 consecutive quarter (July 16th, 2018)
Bank of America Corp /De/ – SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE (June 4th, 2018)
Bank of America Corp /De/ – BANK OF AMERICA CORPORATION 6.000% NON-CUMULATIVE PREFERRED STOCK, SERIES GG DEPOSIT AGREEMENT among BANK OF AMERICA CORPORATION, COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., together, the Depository, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 15, 2018 (May 16th, 2018)

THIS DEPOSIT AGREEMENT dated as of May 15, 2018 (this “Agreement”), among (i) BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association and the wholly-owned subsidiary of Computershare (the “Trust Company” and together with Computershare, the “Depository”), and (iii) the Holders from time to time of the Receipts described in this Agreement.

Bank of America Corp /De/ – BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENT 48,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.000% Non- Cumulative Preferred Stock, Series GG (May 16th, 2018)

Bank of America Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), 48,000,000 depositary shares (the “Initial Shares”), each representing a 1/1,000th interest in a share of the Company’s perpetual 6.000% Non-Cumulative Preferred Stock, Series GG (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of Depositary Receipts (the “Depositary Receipts”), which will evidence the Depositary Shares, that are to be issued by Computershare Trust Company, N.A., as depository (the “Depository”) under the Deposit Agreement to be entered into by or before May 16, 2018 by and among the Company, Computershare Inc., the Depository and the holders from time to time of the Depositary Receipts described therein (the “Deposit Agreement”).

Bank of America Corp /De/ – for Grants on or after February 15, 2018 (April 30th, 2018)

1. Review the Award Agreement to ensure you understand its provisions. With each award you receive, provisions of your Award Agreement may change so it is important to review your Award Agreement.

Bank of America Corp /De/ – Supplemental Information (April 16th, 2018)

Current period information is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. Bank of America does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this information are subject to the forward-looking language contained in Bank of America's reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at the SEC's website (www.sec.gov) or at Bank of America's website (www.bankofamerica.com). Bank of America's future financial performance is subject to risks and uncertainties as described in its SEC filings.

Bank of America Corp /De/ – BANK OF AMERICA CORPORATION (March 30th, 2018)

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC” OR THE “DEPOSITORY”). THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Bank of America Corp /De/ – BANK OF AMERICA CORPORATION (March 30th, 2018)

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC” OR THE “DEPOSITORY”). THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Bank of America Corp /De/ – BANK OF AMERICA CORPORATION REGISTRATION RIGHTS AGREEMENT (March 30th, 2018)
Bank of America Corp /De/ – BANK OF AMERICA CORPORATION FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES FF DEPOSIT AGREEMENT among BANK OF AMERICA CORPORATION, COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., together, the Depository, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of March 14, 2018 (March 15th, 2018)

THIS DEPOSIT AGREEMENT dated as of March 14, 2018 (this “Agreement”), among (i) BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association and the wholly-owned subsidiary of Computershare (the “Trust Company” and together with Computershare, the “Depository”), and (iii) the Holders from time to time of the Receipts described in this Agreement.

Bank of America Corp /De/ – CERTIFICATE OF DESIGNATIONS OF FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES FF OF BANK OF AMERICA CORPORATION (March 15th, 2018)

Bank of America Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that, pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the provisions of the Amended and Restated Certificate of Incorporation of the Corporation, which authorize the issuance of not more than 100,000,000 shares of preferred stock, par value $0.01 per share, and pursuant to authority conferred upon the Preferred Stock Committee of the Board of Directors (the “Committee”) in accordance with Section 141(c) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), the following resolutions were duly adopted by the Committee pursuant to the written consent of the Committee duly adopted on March 8, 2018, in accordance with Section 141(f) of the General Corporation Law:

Bank of America Corp /De/ – BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENT 2,350,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of Fixed-to- Floating Rate Non- Cumulative Preferred Stock, Series FF (March 15th, 2018)

Bank of America Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), 2,350,000 depositary shares (the “Depositary Shares”), each representing a 1/25th interest in a share of the Company’s perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of Depositary Receipts (the “Depositary Receipts”), which will evidence the Depositary Shares, that are to be issued by Computershare Trust Company, N.A., as depository (the “Depository”) under the Deposit Agreement to be entered into by or before March 15, 2018 by and among the Company, Computershare Inc., the Depository and the holders from time to time of the Depositary Receipts described therein (the “Deposit Agreement”).

Bank of America Corp /De/ – Supplemental Information (January 17th, 2018)

Current period information is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. Bank of America does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this information are subject to the forward-looking language contained in Bank of America's reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at the SEC's website (www.sec.gov) or at Bank of America's website (www.bankofamerica.com). Bank of America's future financial performance is subject to risks and uncertainties as described in its SEC filings.

Bank of America Corp /De/ – 4Q17 and Full Year 2017 Results 2 ____________________ Note: Amounts may not total due to rounding. 1 Reported on a GAAP basis. On a fully taxable- equivalent basis (FTE), reported revenue of $20.7B and $88.3B for 4Q17 and FY 2017 and adjusted revenue of $21.6B and $89.2B for 4Q17 and FY 2017. For important presentation information, see slide 28. 2 Effective October 1, 2017, the Company changed its accounting method for stock-based compensation awards granted to retirement-eligible employees from expensing their value in full at the grant date (generally in the first quarter of each year) to ex (January 17th, 2018)
Bank of America Corp /De/ – Bank of America Announces Increase of Maximum New Notes Amounts and Acceptance of Existing Notes for Exchange in Previously Announced Exchange Offers (December 20th, 2017)

CHARLOTTE - Bank of America Corporation (the “Corporation”) today announced the increase of the maximum principal amounts of each series of new fixed/floating rate senior notes (the “New Notes”) issuable in its previously announced private offers (the “Exchange Offers”) for Eligible Holders (as defined below) of certain of the Corporation’s outstanding debt securities (collectively, the “Existing Notes”) to exchange Existing Notes for New Notes in two categories of Exchange Offers, on the terms and conditions set forth in the confidential offering memorandum (the “Offering Memorandum”) dated December 4, 2017, and the accompanying letter of transmittal (the “Letter of Transmittal”).

Bank of America Corp /De/ – Bank of America Announces Offers to Exchange Certain of its Existing Notes for New Fixed/Floating Rate Senior Notes (December 4th, 2017)

CHARLOTTE - Bank of America Corporation (the “Corporation”) today announced the commencement of private offers (the “Exchange Offers”) for Eligible Holders (as defined below) of the Corporation’s outstanding debt securities listed in the tables below (collectively, the “Existing Notes”) to exchange such Existing Notes for new fixed/floating rate senior notes in two categories of Exchange Offers, on the terms and conditions set forth in the confidential offering memorandum (the “Offering Memorandum”) dated December 4, 2017, and the accompanying letter of transmittal (the “Letter of Transmittal”).

Bank of America Corp /De/ – Supplemental Information (October 13th, 2017)

Current period information is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. Bank of America does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this information are subject to the forward-looking language contained in Bank of America's reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at the SEC's website (www.sec.gov) or at Bank of America's website (www.bankofamerica.com). Bank of America's future financial performance is subject to risks and uncertainties as described in its SEC filings.

Bank of America Corp /De/ – Contract (July 31st, 2017)

THIS THIRD AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT ("Third Amendment"), dated as of the 10th day of July, 2017, is between BANK OF AMERICA, NA., a national banking association (hereafter “Time Share Lessor”), and BRIAN T. MOYNIHAN, an individual (hereafter “Time Share Lessee”), and amends that certain Aircraft Time Sharing Agreement dated as of the 24th day of February, 2011 (as amended on June 15, 2015, June 8, 2016, and from time to time, the "Agreement").

Bank of America Corp /De/ – Supplemental Information (July 18th, 2017)

Current period information is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. Bank of America does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this information are subject to the forward-looking language contained in Bank of America's reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at the SEC's website (www.sec.gov) or at Bank of America's website (www.bankofamerica.com). Bank of America's future financial performance is subject to risks and uncertainties as described in its SEC filings.

Bank of America Corp /De/ – Award Agreement (May 2nd, 2017)
Bank of America Corp /De/ – Form of Performance Restricted Stock Units Award Agreement for Grants on or after February 15, 2017 (May 2nd, 2017)