Exhibit 2


Grant footnote for PSUs


Award of performance stock units (PSUs) on February 15, 2013 pursuant to the
terms of a Performance Stock Units Agreement and the Bank of America Corporation
  2003 Key Associate Stock Plan (KASP), which is exempt under Rule 16b-3(d)
subject to the attainment of pre-established performance goals.  One-half of the
  PSUs reported have performance goals based on the Company's three year average
  return on assets and one-half of the PSUs reported have performance goals
based on the Company's three year average growth in adjusted tangible book
value, both beginning on January 1, 2013 and ending December 31, 2015.  To the
extent earned, the award shall be settled 100% in cash based on the closing
price of Bank of America common stock on the settlement date.