Annex DTR3

    Notification of Transactions of Directors/Persons Discharging

    Managerial 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      
                                               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   
         BANK OF AMERICA CORPORATION           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                              
         director                              person connected with a person    
                                               discharging managerial            
                                               responsibilities/director named   
         CATHERINE P. BESSANT                  in 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 interest1         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                                        
         them                                                                    
                                                                                 
                                                                                 
                                                                                 
    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 12, 2016                 
                                               CHARLOTTE, NC                     

       

                                                                                 
    15.  Total holding following          16.  Date issuer informed of           
         notification and total                transaction                       
         percentage holding following                                            
         notification (any treasury            FEBRUARY 12, 2016                 
         shares should not be taken into                                         
         account when calculating                                                
         percentage)                                                             

    If a person discharging managerial responsibilities has been granted options by
    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 time 22.  Total number of shares or        
         of grant) or indication that          debentures over which options    
         price is to be fixed at the time      held following notification      
         of exercise                                                            
                                                                                
                                                                                
    23.  Any additional information       24.  Name of contact and telephone    
                                               number for queries               
                                               NATALIE A. HYMAN                 
                                               1.980.388.1135                   

    Name of authorised officer of issuer responsible for making notification

                NATALIE A. HYMAN

    Date of notification FEBRUARY 16,
    2016                                                        

    This form is intended for use by an issuer to make a RIS notification required
    by DR 3.1.4R(1).

    (1)        An issuer making a notification in respect of a transaction relating
    to the shares 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 the shares 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 3 and 17 to 24.

    (4)        An issuer making a notification in respect of a financial instrument
    relating to the shares of the issuer (other than a debenture) should complete
    boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and

    24.