BANK OF AMERICA 2008 Proxy Statement in

March 19, 2008

Dear Stockholder:

I am pleased to invite you to the Bank of America Corporation 2008 Annual Meeting of
Stockholders. The meeting will be held at 10:00 a.m., local time, on April 23, 2008, in the
Belk Theater of the North Carolina Blumenthal Performing Arts Center, 130 North Tryon
Street, Charlotte, North Carolina. If you are unable to attend, you will be able to
listen to the meeting and view our slide presentation over the Internet at
http://investor.bankofamerica.com.
Enclosed are a notice of matters to be voted on at the meeting, our proxy statement, a
proxy card and our 2007 Annual Report.
Whether or not you plan to attend, please grant a proxy to vote your shares in one of three
ways: via Internet, telephone or mail. Instructions regarding Internet and telephone voting
are included on the proxy card (or, if applicable, in your electronic delivery notice). If you
choose to grant a proxy by mail, please mark, sign and date the proxy card and return it in
the enclosed postage-paid envelope. You may revoke your proxy at any time before it is
exercised as explained in the proxy statement.
If you plan to attend, please bring the admission ticket attached to your proxy
card and photo identification. Also, if your shares are held in the name of a
broker or other nominee, please bring with you a proxy or letter from the broker
or nominee confirming your ownership as of the record date.
Sincerely yours,

Kenneth D. Lewis
Chairman, Chief Executive Officer and President

BANK OF AMERICA CORPORATION
Bank of America Corporate Center
Charlotte, North Carolina 28255

NOTICE OF 2008 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on April 23, 2008

The Proxy Statement and Annual Report to Stockholders
are available at http://investor.bankofamerica.com

Date: April 23, 2008
Time: 10:00 a.m., local time
Place: Belk Theater of the North Carolina Blumenthal Performing Arts Center
130 North Tryon Street, Charlotte, North Carolina 28202

Webcast of the Annual Meeting: You may listen to a live audiocast of the meeting on our website at
http://investor.bankofamerica.com at 10:00 a.m., local time, on April 23, 2008.

Items of Business:
• Elect 16 directors;
• Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
2008;
• Consider a stockholder proposal regarding stock options;
• Consider a stockholder proposal regarding advisory vote on executive compensation;
• Consider a stockholder proposal regarding determination of CEO compensation;
• Consider a stockholder proposal regarding cumulative voting;
• Consider a stockholder proposal regarding independent board chairman;
• Consider a stockholder proposal regarding special shareholder meetings;
• Consider a stockholder proposal regarding Equator Principles;
• Consider a stockholder proposal regarding human rights; and
• Consider any other business brought before the meeting.

Record Date: You can vote if you were a stockholder of record on February 27, 2008. In accordance with Dela-
ware law, for 10 days prior to the Annual Meeting, a list of those registered stockholders entitled to vote at the
Annual Meeting will be available for inspection in the office of the Corporate Secretary, Bank of America Corpo-
ration, Bank of America Plaza, Charlotte, North Carolina. The list also will be available at the Annual Meeting.

Proxy Voting: Your vote is important. Please submit your proxy as soon as possible via either the Internet, tele-
phone or mail.

By order of the Board of Directors:

Alice A. Herald
Deputy General Counsel
and Corporate Secretary

March 19, 2008

Table of Contents
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commitment to Corporate Governance Best Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Corporate Governance Principles, Committee Charters and Code of Ethics . . . . . . . . . . . . . . . . . . . . . . 3
The Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Board Evaluation and Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Board Attendance and Annual Meeting Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Lead Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Executive Sessions of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Board Committee Membership and Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2007/2008 Bank of America Committee Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2008/2009 Bank of America Committee Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Identifying and Evaluating Nominees for Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Communications with the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Charitable Giving and Political Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 1: ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
The Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
STOCK OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . 20
COMPENSATION AND BENEFITS COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
COMPENSATION DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION . . 46
CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Item 2: RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . 48
Fees to Independent Registered Public Accounting Firm for 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . 48
Pre-approval Policies and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Items 3 thru 10: STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
PROPOSALS FOR THE 2009 ANNUAL MEETING OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Appendix A: DIRECTOR INDEPENDENCE CATEGORICAL STANDARDS . . . . . . . . . . . . . . . . . . . . . . . . . A-1

BANK OF AMERICA CORPORATION
Bank of America Corporate Center
Charlotte, North Carolina 28255

PROXY STATEMENT

We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors of
Bank of America Corporation for the 2008 Annual Meeting of Stockholders (the “Annual Meeting”). In this proxy
statement, we refer to the Board of Directors as the “Board” and to Bank of America Corporation as “we”, “us”,
“our company”, “Bank of America” or the “Corporation.” This proxy statement is being mailed starting on or about
March 19, 2008.

GENERAL INFORMATION

Record Date. Only holders of record at the close of business on February 27, 2008 will be entitled to vote at the
Annual Meeting. Holders of the Corporation’s Common Stock (the “Common Stock”) and 7% Cumulative Re-
deemable Preferred Stock, Series B (the “Series B Stock”), vote together without regard to class except as other-
wise required by law.

As of the record date of February 27, 2008, there were 4,455,756,945 shares of Common Stock, and 7,667 shares of
Series B Stock entitled to vote at the Annual Meeting. Each share of Common Stock and Series B Stock is entitled
to one vote.

Voting By Proxy. Whether or not you plan to attend the Annual Meeting, you may grant a proxy to vote your
shares via Internet, telephone or mail as more fully described below:

• By Internet: Go to www.investorvote.com/bac and follow the instructions. You will need your proxy card or
electronic delivery notice to cast your vote.

• By Telephone: Call 1.800.652.8683 and follow the voice prompts. You will need your proxy card or electronic
delivery notice to cast your vote.

• By Mail: Mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in
the envelope provided.

If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance
with the Board’s recommendations as follows:

“FOR”:

• The election to the Board of the 16 nominees named in this proxy statement; and

• The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for 2008;

and “AGAINST” the stockholder proposals regarding:

• stock options;

• advisory vote on executive compensation;

• determination of CEO compensation;

• cumulative voting;

• independent board chairman;

• special shareholder meetings;

• Equator Principles; and

• human rights.

If other matters properly come before the Annual Meeting, the persons appointed to vote the proxies will vote on
such matters in accordance with their best judgment. Such persons also have discretionary authority to vote to
adjourn the Annual Meeting, including for the purpose of soliciting proxies to vote in accordance with the Board’s
recommendations on any of the above items.

Revoking Your Proxy. You may revoke your proxy at any time before it is exercised by:
• written notice of revocation to the Corporate Secretary;
• a properly executed proxy of a later date; or
• voting in person at the Annual Meeting.
Cost of Proxy Solicitation. We will pay the cost of soliciting proxies. In addition to soliciting proxies by mail or
electronic delivery, we also may use some of our associates, who will not be specially compensated, to
solicit proxies, either personally or by telephone, facsimile or written or electronic mail. In addition, we have
agreed to pay Georgeson Inc. $17,000 plus expenses to assist us in soliciting proxies from banks, brokers and
nominees. We also will reimburse banks, brokers and other nominees for their expenses in sending proxy materials
to their customers who are beneficial owners.
Votes Required to Hold the Annual Meeting. In order to hold the Annual Meeting, a quorum consisting of the
holders of a majority of the aggregate voting power of the Common Stock and the Series B Stock must be present
in person or represented by proxy at the Annual Meeting. For purposes of determining the presence or absence of
a quorum, we intend to count as present shares present in person but not voting and shares for which we have re-
ceived proxies but for which holders thereof have abstained. Furthermore, shares represented by proxies returned
by a broker holding the shares in nominee or “street” name will be counted as present for purposes of determining
whether a quorum is present, even if the shares are not entitled to be voted on matters where discretionary voting
by the broker is not allowed (“broker non-votes”).
Majority Vote Standard for Election of Directors. In October 2006, the Board amended our Bylaws to provide
that a nominee for director in an uncontested election shall be elected to the Board if the votes cast for such nomi-
nee’s election exceed the votes cast against his or her election. Abstentions from voting, as well as broker non-
votes, if any, are not treated as votes cast and, therefore, will have no effect on the proposal to elect directors. In a
contested election (a situation in which the number of nominees exceeds the number of directors to be elected),
the standard for election of directors will be a plurality of the votes cast at the meeting.
If a nominee who is currently serving as a director is not elected at the Annual Meeting, under Delaware law the
director will continue to serve on the Board as a “holdover director.” However, under our Corporate Governance
Guidelines, any director who fails to be elected must offer to resign from the Board. The director whose resig-
nation is under consideration will abstain from participating in any decision regarding that resignation. The Corpo-
rate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to
accept a director’s resignation. The Board will publicly disclose its decision regarding the resignation within 90
days after results of the election are certified. If the resignation is not accepted, the director will continue to serve
until the next annual meeting and until the director’s successor is elected and qualified. If a nominee who is not
already serving as a director is not elected at the Annual Meeting, under Delaware law that nominee will not be-
come a director and will not serve on the Board as a “holdover director.”
The Board will nominate for re-election only candidates who have tendered irrevocable resignations that will be
effective upon: (i) the failure to receive the required vote at the next annual meeting at which they are nominated
for re-election; and (ii) Board acceptance of such resignation. In addition, the Board will fill director vacancies and
new directorships only with candidates who agree to tender, promptly following their appointment to the Board,
the same form of irrevocable resignation.
Votes Required to Adopt Other Proposals. Approval of each of the other proposals requires the votes cast in
favor of each such proposal to exceed the votes cast against such proposal. Abstentions from voting, as well as
broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on any such proposal.

2

Voting by Associates. If you participate in The Bank of America 401(k) Plan or The Bank of America 401(k) Plan
for Legacy Fleet and MBNA and your account has investments in shares of Common Stock, you must provide vot-
ing instructions to the plan trustees (either via the proxy card or by Internet or telephone) in order for your shares
to be voted as you instruct. If no voting instructions are received, your shares will not be voted. Your voting in-
structions will be held in strict confidence.
Householding. Unless we have received contrary instructions, we send a single copy of the annual report, proxy
statement and notice of annual or special meeting to any household at which two or more stockholders reside if we
believe the stockholders are members of the same family. Each stockholder in the household will continue to
receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate in-
formation received at your household and helps reduce our expenses.
If you would like to receive your own set of our annual disclosure documents this year or in future years, follow
the instructions described below.
If your shares are registered in your own name, please contact our transfer agent and inform them of your
request to revoke householding by calling them at 1.800.642.9855 or writing to them at Computershare Trust
Company, N.A., P.O. Box 43078, Providence, Rhode Island 02940-3078. Within 30 days of your revocation, we
will send individual documents.
If two or more stockholders residing in the same household individually receive copies of the annual report,
proxy statement and notice of annual or special meeting and as a household wish to receive only one copy,
you may contact our transfer agent at the address and telephone number listed in the preceding paragraph and
request that householding commence as soon as practicable.
If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee
directly.
Electronic Delivery. In addition to householding, we can also reduce our expenses if you elect to receive your
annual reports and proxy materials via the Internet. If you request, you can receive email notifications when these
documents are available electronically on the Internet. If you have an account maintained in your name at Com-
putershare Investor Services, you may sign up for this service at www.computershare.com/bac.
Questions. If you hold your shares directly, please call Computershare Trust Company at 1.800.642.9855. If your
shares are held in street name, please contact the telephone number provided on your voting instruction form or
contact your broker directly.

CORPORATE GOVERNANCE
Commitment to Corporate Governance Best Practices
Bank of America’s business and affairs are managed by or under the direction of the Board. In its oversight of Bank
of America, the Board sets the tone for the highest ethical standards and performance of our management, asso-
ciates and the Corporation as a whole. The Board strongly believes that good corporate governance practices lead
to successful business performance. Our corporate governance practices are designed to align the interests of the
Board and management with those of our stockholders and to promote honesty and integrity throughout Bank of
America. Over the past several years, we have enhanced our corporate governance practices in many important
ways, and we continually seek out best practices to promote a high level of performance from the Board and man-
agement. The Board has adopted Corporate Governance Guidelines that embody long-standing practices of Bank
of America as well as current corporate governance best practices. Highlights of our corporate governance practi-
ces are described below.

Corporate Governance Principles, Committee Charters and Code of Ethics
More information about corporate governance may be found on our website at http://investor.bankofamerica.com
under the heading Corporate Governance. Information available at this website includes: (i) our Certificate of In-
corporation; (ii) our Bylaws; (iii) our Corporate Governance Guidelines; (iv) our Code of Ethics; (v) the charters of
each of the committees of the Board; and (vi) our Director Independence Categorical Standards. This information
is also available in print free of charge upon written request addressed to: Bank of America Corporation, Attention:
Shareholder Relations, 101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255.

3

The Board of Directors
The basic responsibility of the Board is to oversee the businesses and affairs of Bank of America. Key re-
sponsibilities of the Board and its committees include:
• monitoring the performance of the Chief Executive Officer;
• appropriately compensating the Chief Executive Officer and other executives;
• creating a succession plan for the position of Chief Executive Officer, and reviewing succession plans for
other executive officers and senior management;
• approving our annual and strategic business plans; and
• establishing a high ethical tone for Bank of America.

Board Evaluation and Education
Each year, the Board and each of its committees evaluate their effectiveness. The Board views self-evaluation as an
ongoing process designed to achieve high levels of Board and committee performance.
All new directors participate in our orientation program in their first year as a director. This orientation includes
presentations by senior management to familiarize new directors with our strategic plans, significant financial,
accounting and risk management issues, compliance programs, conflict policies, Code of Ethics and other policies.
The Board also encourages directors to participate in continuing education programs and reimburses directors for
the expenses of such participation.

Director Independence
The Board is composed at all times of at least a majority of directors who are independent. As described below, the
Board has determined that 14 of the Board’s 16 director nominees, or approximately 88%, are independent direc-
tors. The Board has adopted categorical standards to assist it in making the annual affirmative determination of
each director’s independence status. These Director Independence Categorical Standards (“Categorical
Standards”) are attached as Appendix A and posted on our website. A director will be considered “independent” if
he or she meets the requirements of the Categorical Standards and the criteria for independence set forth from
time to time in the listing standards of the New York Stock Exchange (“NYSE”).
The Board has evaluated the relationships between each current director (and his or her immediate family mem-
bers and related interests) and Bank of America and its subsidiaries. The Board has affirmatively determined, upon
the recommendation of the Corporate Governance Committee, that each of the following directors is independent
under the Categorical Standards and the NYSE listing standards: William Barnet, III, Frank P. Bramble, Sr., John T.
Collins, Gary L. Countryman, Tommy R. Franks, Monica C. Lozano, Walter E. Massey, Thomas J. May, Patricia E.
Mitchell, Thomas M. Ryan, O. Temple Sloan, Jr., Meredith R. Spangler, Robert L. Tillman and Jackie M. Ward.
The Board has determined that Charles K. Gifford and Kenneth D. Lewis do not meet the independence standards.
Mr. Lewis is our Chief Executive Officer. Mr. Gifford was employed by Bank of America or a predecessor and re-
ceives compensation from the Corporation which exceeds the threshold set forth in the Categorical Standards.
The Board also has evaluated the relationships between Bank of America and its subsidiaries and Paul Fulton and
W. Steven Jones (and their immediate family members and related interests). Mr. Fulton retired in 2007. Mr. Jones
is not standing for re-election to the Board in 2008. In early 2007 for Mr. Fulton, and in early 2008 for Mr. Jones, the
Board affirmatively determined, upon the recommendation of the Corporate Governance Committee, that
Mr. Fulton and Mr. Jones were independent under the Categorical Standards and the NYSE listing standards.

In making its independence determinations, the Board considered that in the ordinary course of business the Cor-
poration and its subsidiaries may provide commercial and investment banking, financial advisory and other serv-
ices to some of the independent directors and to business organizations and individuals associated with them. The
Board also considered that in the ordinary course of business some business organizations with which an in-
dependent director is associated may provide products and services to the Corporation and its subsidiaries. The
Board has determined that, based on the information available to the Board, none of these relationships was
material.

4

Board Attendance and Annual Meeting Policy
Directors are expected to attend our annual meeting of stockholders, board meetings and meetings of the commit-
tees on which they serve. They are also expected to prepare for meetings in advance and to dedicate the time at
each meeting as necessary to properly discharge their responsibilities. Informational materials, useful in preparing
for meetings, are distributed in advance of each meeting. In 2007, there were nine meetings of the Board, and each
of the directors except Mr. Bramble attended at least 75% of the meetings of the Board and committees on which
he or she served. Due to illness and a death in his family, Mr. Bramble attended 73% of the meetings of the Board
and committees on which he served. In addition, all of the members of the Board, consistent with our policy, at-
tended our 2007 Annual Meeting of Stockholders.

Lead Director
In April 2006, the Board amended our Corporate Governance Guidelines to provide for an independent Lead
Director. At that time Mr. Sloan was elected by the independent directors to serve as Lead Director for a one-year
term. In April 2007, Mr. Sloan was re-elected to serve for another one-year term. The Board periodically considers
its structure and the role of the Lead Director.
The Lead Director’s duties include: chairing meetings of the non-management directors, acting as a liaison between
the independent directors and the Chairman of the Board, approving meeting agendas, and providing an important
communication link between the other independent directors and our stockholders. The Lead Director also has the
authority to call additional meetings of the independent directors as appropriate.
As Lead Director, Mr. Sloan regularly communicates with our Chief Executive Officer on a variety of issues
including business strategy and succession planning.

Executive Sessions of the Board
Our non-management directors meet in executive session at each regular Board meeting. Our Lead Director chairs
these executive sessions. In addition, if at any time the group of non-management directors includes directors who
are not independent under the NYSE listing standards and our Director Independence Categorical Standards, the
independent directors will meet alone in executive session at least once a year.

Board Committee Membership and Meetings
During 2007, the Board had five standing committees: Asset Quality, Audit, Compensation and Benefits, Corporate
Governance and Executive. The Compensation and Benefits Committee was formerly named the Compensation
Committee. Its name has been changed to better reflect the full scope of its responsibilities. All of the members of
the committees are nominated by the Corporate Governance Committee and appointed by the Board.

5

The table below provides membership information for each of the Board’s committees.

2007/2008 Bank of America Committee Composition

Asset Compensation Corporate
Quality Audit and Benefits Governance Executive
Director Name Committee Committee Committee Committee Committee
William Barnet, III X
Frank P. Bramble, Sr. X
John T. Collins X
Gary L. Countryman X
Tommy R. Franks X
Charles K. Gifford X
W. Steven Jones X
Kenneth D. Lewis X
Monica C. Lozano X
Walter E. Massey X
Thomas J. May X*
Patricia E. Mitchell X X
Thomas M. Ryan X X*
O. Temple Sloan, Jr.** X* X X*
Meredith R. Spangler X X
Robert L. Tillman X
Jackie M. Ward X*
* Committee Chairman
** Lead Director

In addition, the Board has made, subject to election of the director nominees by the stockholders at the Annual
Meeting, the following committee assignments to be effective as of the Annual Meeting:
2008/2009 Bank of America Committee Composition

Asset Compensation Corporate
Quality Audit and Benefits Governance Executive
Director Name Committee Committee Committee Committee Committee
William Barnet, III X
Frank P. Bramble, Sr. X
John T. Collins X
Gary L. Countryman X
Tommy R. Franks X
Charles K. Gifford X
Kenneth D. Lewis X
Monica C. Lozano X
Walter E. Massey X
Thomas J. May X*
Patricia E. Mitchell X X
Thomas M. Ryan X X*
O. Temple Sloan, Jr.** X* X X*
Meredith R. Spangler X X
Robert L. Tillman X
Jackie M. Ward X*
* Committee Chairman
** Lead Director

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While each committee has its own charter and designated responsibilities, the committees act on behalf of the entire
Board and regularly report on their activities to the entire Board. The committee charters are posted on our website
and key information about each committee is described below.
Asset Quality Committee. The Asset Quality Committee currently consists of five directors. During 2007, the
Committee held six meetings. Duties of the Asset Quality Committee include:
• reviewing asset quality trends and performance;
• monitoring management’s adherence to prudent and sound credit policies and practices;
• reviewing credit concentrations, credit risk inherent in selected products and businesses, country risk and
loan loss reserves;
• reviewing adequacy of the allowance for loan and lease losses and related written policies and procedures;
• reviewing market risk reports; and
• approving credit risk policies and management disciplines as required by the Basel II accord or other
regulatory requirements.
Audit Committee. The Audit Committee currently consists of five directors, all of whom are independent under the
NYSE listing standards, the Director Independence Categorical Standards and Securities and Exchange
Commission (“SEC”) rules and regulations applicable to audit committees. The Board has determined that
Mr. Barnet and Mr. May qualify as Audit Committee Financial Experts. During 2007, the Audit Committee held
twelve meetings. Duties of the Audit Committee include the following:
• reviewing annually the scope of the proposed internal audit, external audit and credit review activities, as
well as the actual coverage of those activities;
• discussing the contents of our annual and quarterly consolidated financial statements with management, the
independent registered public accounting firm and the general auditor;
• appointing or terminating, determining the compensation of, and evaluating the quality and independence
of, the independent registered public accounting firm;
• pre-approving the scope of services provided by and fees paid to the independent registered public
accounting firm for audit, audit-related and permitted non-audit-related services;
• overseeing the corporate audit function;
• reviewing the scope and content of examinations of the Corporation by banking and other regulatory
agencies and reporting their conclusions to the Board, including comments as to the suitability of necessary
corrective action taken, and to the response made to the regulators; and
• reviewing with management and the Corporation’s General Counsel the nature and status of significant legal
matters.
Compensation and Benefits Committee. The Compensation and Benefits Committee currently consists of four
directors, including our Lead Director, all of whom are independent under the NYSE listing standards and our Di-
rector Independence Categorical Standards. During 2007 the Compensation and Benefits Committee held five
meetings. Duties of the Committee include:
• overseeing the establishment, maintenance and administration of our compensation and benefits programs;
• reviewing our performance and approving the compensation of our executive officers, and subject to further
approval by the Board, our Chief Executive Officer’s compensation; and
• making recommendations to the Board on director compensation.
The Committee may create subcommittees with authority to act on the Committee’s behalf. The Committee has
delegated to the Stock Plan Award Subcommittee (which consists of the chairman of the Committee) the Commit-
tee’s authority to make awards and determine the terms and conditions of stock options, stock appreciation rights
and restricted stock awards (both shares and units) under the Bank of America Corporation 2003 Key Associate
Stock Plan (the “Key Associate Stock Plan”) that was most recently approved by stockholders in April 2006. How-
ever, this delegation of authority does not extend to awards to our executive officers.

7

The Committee may delegate to management certain of its duties and responsibilities, including with respect to the
adoption, amendment, modification or termination of benefit plans and with respect to the awards of stock options
under certain stock plans. Significant delegations made by the Committee include the following:
• The Management Compensation Committee has the authority to direct the compensation for all of our
associates and officers except for those persons serving as our executive officers.
• The Corporate Benefits Committee has responsibility for substantially all of our employee benefit plans.
• The Chief Administrative Officer has the authority to make awards of stock options and stock appreciation
rights under the Key Associate Stock Plan to other associates who are not executive officers, provided the
awards are on terms and conditions that have been pre-approved by the Committee or the Stock Plan Award
Subcommittee.
The Committee actively engages in its duties and follows procedures intended to ensure excellence in the
governance of our pay-for-performance mandate:
• The Committee regularly meets throughout the year. Generally at each meeting it reviews: (i) executive
officer and director stock ownership levels; (ii) year-to-date financial performance versus plan; (iii) year-to-
date and multi-year performance versus competitor group performance; (iv) stock plan usage and effect on
dilution relative to our competitor group; (v) each executive officer’s target total compensation for the year;
and (vi) other topics as appropriate.
• At least once a year, the Committee reviews each executive officer’s total compensation package, including
base salary, cash and stock incentive awards, accumulated realized and unrealized stock option and
restricted stock gains, qualified and nonqualified retirement and deferred compensation benefit accruals
and the incremental cost to us of all perquisites. The Committee utilizes, and makes available to the full
Board, an executive compensation statement, or “tally sheet,” for each executive officer for this purpose.
• The Committee members receive materials for meetings in advance and participate in individual
premeetings with management to review the materials. If resolutions to consider new or amended plans or
agreements are included, the Committee members receive when possible advance copies of the actual plan
documents or agreements under consideration with appropriate summaries.
• The Committee retains a compensation consultant, which it meets with regularly without the presence of
management. In addition, the chairman of the Committee regularly meets alone with the compensation
consultant.
• The Committee regularly meets in executive session without the presence of management or the
compensation consultant.
• The Committee reports on its meetings to the full Board. After a performance review, the Board approves
the total annual compensation awards for our Chief Executive Officer.
The form and amount of compensation paid to our non-employee directors is reviewed from time to time by the
Committee. Competitive data is reviewed for the same competitor groups that are used in making compensation
decisions for our executive officers. Any changes to director compensation are recommended by the Committee to
the Board for approval.
Our executive officers are not engaged directly with the Committee in setting the amount or form of executive offi-
cer or director compensation. However, as part of the annual performance review for our executive officers other
than the Chief Executive Officer, the Committee considers the Chief Executive Officer’s perspective on each
executive officer’s individual performance and compensation as well as the performance of our various business
segments, taking into account a number of factors such as revenue and operating net income growth, performance
relative to competitors and quality of earnings.
We operate a large company in a dynamic, competitive global environment, and the Committee has responsibility
for our global compensation and benefit programs that support this business. To perform its duties, the Committee
requires assistance from a compensation consultant who has broad skills and experience, including experience
with global compensation and benefits programs, and who has sufficient resources to meet our needs. The
Committee has the sole authority and responsibility under its charter to approve the engagement of any such com-
pensation consultant.

8

In addition to possessing the necessary skill, experience and resources to meet our needs, the consultant must
have no relationship with us that would interfere with its ability to provide independent advice. The Committee
reviews any relationships between management and the consultant, as well as the amount of work performed for
us by the consultant in areas other than executive officer and director compensation. Given that there are a limited
number of compensation consultants with the broad skills, experience and resources necessary to support a com-
pany of our size and global scope, the Committee believes that its compensation consultant may have other rela-
tionships with us, so long as those relationships do not interfere with its ability to provide independent advice to
the Committee. If the compensation consultant provides services to us other than in connection with the evalua-
tion of director, chief executive officer or senior executive compensation and benefits, the Committee will approve
the annual amount of aggregate fees permitted for such other services.
The Committee engaged Towers Perrin to serve as its compensation consultant for 2007. In this capacity, Towers
Perrin assisted the Committee by providing external market and performance comparisons, advising the Commit-
tee with respect to executive officer, Chief Executive Officer, and director compensation, providing analysis and
advice concerning equity plan design issues, and assisting on other issues from time to time. Representatives from
Towers Perrin attended all of the Committee meetings in 2007.
Towers Perrin also provides other services to us in the areas of global retirement and healthcare benefits, for
which the Committee has oversight responsibility. In addition, Towers Perrin provides a small amount of services
in other areas. The Committee took these services into account when it retained Towers Perrin to serve as its
compensation consultant and concluded that these other relationships with us would not interfere with Towers
Perrin’s ability to provide independent advice to the Committee. The Committee has approved an annual amount of
aggregate fees for Towers Perrin for all services, and at least annually the Committee reviews the services per-
formed by, and the actual fees paid to, the firm.
Corporate Governance Committee. The Corporate Governance Committee currently consists of four directors, in-
cluding our Lead Director, all of whom are independent under the NYSE listing standards and the Director In-
dependence Categorical Standards. During 2007, the Corporate Governance Committee held four meetings. Duties
of the Corporate Governance Committee include:
• identifying individuals qualified to become Board members, and recommending to the Board, consistent
with criteria approved by the Board, director nominees;
• recommending our Corporate Governance Guidelines, Code of Ethics, insider trading policy and other
corporate governance policies to the Board;
• leading the Board and its committees in their annual self-evaluation and the annual review of the Board’s
performance;
• recommending committee appointments to the Board;
• recommending a successor in the event of a vacancy in the office of the Chief Executive Officer, together
with the Executive Committee;
• overseeing the director education program; and
• recommending changes to our charter documents.
Executive Committee. The Executive Committee currently consists of four directors, including our Lead Director.
During 2007, the Executive Committee held five meetings although it has only one regularly scheduled meeting per
year. The Executive Committee has the power to act on behalf of the Board between regular Board meetings. The
Executive Committee reports its actions to the full Board at the next regular meeting.

9

Identifying and Evaluating Nominees for Director
The Corporate Governance Committee is responsible for evaluating candidates and recommending proposed director
nominees to the Board. The Corporate Governance Committee will consider candidates proposed or suggested by
Board members, management, third party search firms retained by the Corporate Governance Committee and stock-
holders. The Corporate Governance Committee follows the same process and uses the same criteria for evaluating
candidates whether proposed by Board members, management, third party search firms or stockholders.
Our Corporate Governance Guidelines set forth the standards for evaluating candidates as director nominees. The
Corporate Governance Committee and the Board consider the overall experience and expertise represented by the
Board as well as the qualification of each candidate. Specifically, the standards for evaluating candidates are as fol-
lows:
• at least a majority of the Board must be composed of independent directors;
• candidates shall be capable of working in a collegial manner with persons of diverse educational, business
and cultural backgrounds;
• candidates shall be individuals of the highest character and integrity who possess significant experience or
skills that will benefit Bank of America;
• candidates shall be free of conflicts of interest that would interfere with their ability to discharge their
duties or violate any applicable laws or regulations; and
• candidates shall be capable of devoting the necessary time to discharge their duties, taking into account
memberships on other boards and other responsibilities, and shall have a desire to represent the interests of
all stockholders.
In addition, a director who has reached the age of 72 will not be nominated for election to the Board. A director
who changes his or her principal occupation shall offer to resign, and the Corporate Governance Committee, along
with the Chairman of the Board, will determine whether to accept such resignation. Management directors will re-
sign from the Board when they leave their officer positions.
Any stockholder recommending a candidate to be considered by the Corporate Governance Committee for nomi-
nation at an annual meeting of stockholders must submit the proposal in writing by no later than October 15th of
the preceding year. The proposal must include the following:
• the name and address of the stockholder;
• a representation that the stockholder is a holder of Bank of America’s voting stock (including the number
and class of shares held);
• a description of all arrangements or understandings among the stockholder and the candidate and any other
person or persons (naming such person or persons) pursuant to which the recommendation is made by the
stockholder;
• a statement signed by the candidate recommended by the stockholder acknowledging that the candidate
will serve if elected by the stockholders and will comply with our Bylaws, Code of Ethics, Corporate
Governance Guidelines and any other applicable rule, regulation, policy or standard of conduct applicable
to the Board and its members; and
• a description of the candidate’s background and experience and the reasons why he or she meets the
standards for director nominees set forth in our Corporate Governance Guidelines.
In October 2006, our Corporate Governance Guidelines were amended to provide that the Board shall nominate for
election or re-election as directors only candidates who agree to tender, following the annual meeting at which
they are elected or re-elected as directors, irrevocable resignations that will be effective upon: (i) the failure to re-
ceive the required vote at the next annual meeting at which they are nominated for re-election; and (ii) Board ac-
ceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with
candidates who agree to tender, promptly following their appointment to the Board, the same form of irrevocable
resignation tendered by other directors in accordance with our Corporate Governance Guidelines.

10

Communications with the Board of Directors
The Board has established a process for stockholders and other interested parties to communicate with non-
management members of the Board or a specific committee. Parties may send a letter to Bank of America Corpo-
ration, Attention: Corporate Secretary, 101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255. For
further information, refer to “Contact the Board” on our website.

Code of Ethics
The Board has adopted a Code of Ethics that applies to all of our directors, officers and associates, including our
Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics embodies our
commitment to the highest standards of ethical and professional conduct. All directors, officers and associates are
required to annually certify that they have read and complied with the Code of Ethics. The Code of Ethics consists
of basic standards of business practice as well as professional and personal conduct. We intend to post any
amendments to the Code of Ethics, or waivers thereof (to the extent applicable to the Chief Executive Officer,
Chief Financial Officer or Chief Accounting Officer), on our website.

Charitable Giving and Political Contributions
The Board annually reviews a report on our charitable giving and political contribution programs. Information re-
garding our policy on political contributions and activities can be found in our “Corporate Political Contributions
Policy Statement”, which is posted on our website.

Director Compensation
Mr. Lewis is our sole employee director and he does not receive any compensation for his services as a director.
We provide the following elements of annual compensation for our non-employee directors:
• cash award in the amount of $80,000;
• restricted stock award in the amount of $160,000;
• retainer in the amount of $30,000 for the Lead Director;
• retainer in the amount of $30,000 for the chairman of the Audit Committee; and
• retainer in the amount of $20,000 for the chairman of each of the Asset Quality, Compensation and Benefits
and Corporate Governance Committees.
The annual restricted stock award is provided under the Bank of America Corporation Directors’ Stock Plan (the
“Directors’ Stock Plan”) and is subject to a one-year vesting requirement. The number of shares awarded equals the
dollar value of the award divided by the closing price of our Common Stock on the grant date, rounded down to the
next whole share, with cash payable for any fractional share.
Non-employee directors can elect to defer all or any portion of their compensation through the Bank of America
Corporation Director Deferral Plan (the “Director Deferral Plan”). If a director elects to defer any portion of the
annual restricted stock award, we credit a “stock account” with a number of whole and fractional “stock units” of
equal value, with each stock unit having the same value as our Common Stock. These stock units are subject to the
same one-year vesting requirement that applies under the Directors’ Stock Plan. Directors can choose to have their
annual cash award, as well as any Lead Director or chairman annual retainer, deferred either into the stock ac-
count or a “cash account.” We credit the stock account with dividend equivalents in the form of additional stock
units and credit the cash account with interest at a long-term bond rate. Following retirement from the Board, a
non-employee director receives the balances of his or her stock account (to the extent vested) and cash account in
a single lump sum cash payment or in 5 or 10 annual cash installments per the director’s prior election. Because
stock units are not actual shares of our Common Stock, they do not have any voting rights.

11

The following table presents the compensation we paid, accrued or expensed with respect to our non-employee
directors for their services in 2007:

Stock Awards
Other
Fees Earned Stock-Based
or Paid in 2007 Stock Accounting Total Stock All Other
Cash Awards Adjustments Awards Compensation Total
Director ($) (1) ($) (2) ($) (3) ($) (4) ($) ($)
William Barnet, III 80,000 160,000 0 160,000 0 240,000
Frank P. Bramble, Sr. 80,000 160,000 (29,483) 130,517 0 210,517
John T. Collins 80,000 160,000 0 160,000 0 240,000
Gary L. Countryman 0 240,000 (29,483) 210,517 0 210,517
Tommy R. Franks 80,000 160,000 (29,483) 130,517 0 210,517
Paul Fulton (retired) 0 0 0 0 0 0
Charles K. Gifford (5) 0 240,000 (25,391) 214,609 1,635,722 1,850,331
W. Steven Jones 0 240,000 (29,483) 210,517 0 210,517
Monica C. Lozano 80,000 160,000 (29,483) 130,517 0 210,517
Walter E. Massey 80,000 160,000 (29,483) 130,517 0 210,517
Thomas J. May 0 270,000 (29,483) 240,517 0 240,517
Patricia E. Mitchell 80,000 160,000 (29,483) 130,517 0 210,517
Thomas M. Ryan 0 260,000 (29,483) 230,517 0 230,517
O. Temple Sloan, Jr. 130,000 160,000 0 160,000 0 290,000
Meredith R. Spangler 0 240,000 (29,483) 210,517 0 210,517
Robert L. Tillman 80,000 160,000 (29,483) 130,517 0 210,517
Jackie M. Ward 0 260,000 (29,483) 230,517 0 230,517

(1) The amounts in this column represent the following two items:
• amounts actually paid in cash during 2007 comprised of: (i) the annual cash award paid in connection with
the 2007 Annual Meeting of Stockholders; and (ii) Lead Director and chairman retainers paid in 2007; and
• the cash amounts otherwise payable in 2007 described above that were deferred into the director’s cash
account under the Director Deferral Plan.
This column does not include any such cash awards that were deferred under the Director Deferral Plan into a
director’s stock account. Those amounts are instead reflected in the “2007 Stock Awards” column.
(2) The amounts in this column are made up of the following two items:
• the grant date fair value of restricted stock awards granted on April 25, 2007, in the amount of $160,000,
whether or not such awards were deferred under the Director Deferral Plan; and
• the value of stock units credited to a director’s stock account during 2007 related to a cash award otherwise
payable during 2007 that the director elected to defer into the director’s stock account under the Director
Deferral Plan.
(3) Amounts in this column represent the change in fair value recognized during 2007 for unvested stock units
credited under the Director Deferral Plan (which generally are stock units credited in April 2006 and 2007).
These amounts generally will be positive in years in which our stock price goes up and negative in years, like
last year, when our stock price goes down. Using the same approach, the change in fair value recognized
during 2007 for vested stock units credited under the Director Deferral Plan (which generally are stock units
credited in years prior to 2006) was as follows: William Barnet, III – ($93,821); Frank P. Bramble, Sr. –
($29,787); John T. Collins – $0; Gary L. Countryman – ($140,732); Tommy R. Franks – ($29,787); Paul Fulton –
($134,442); Charles K. Gifford – ($13,532); W. Steven Jones – ($104,169); Monica C. Lozano – ($29,787); Walter
E. Massey – ($282,469); Thomas J. May – ($166,350); Patricia E. Mitchell – ($129,435); Thomas M. Ryan –
($154,765); O. Temple Sloan, Jr. – ($26,419); Meredith R. Spangler – ($503,769); Robert L. Tillman – ($59,858);
and Jackie M. Ward – ($522,558).

12

(4) The amounts in this column are the sum of the amounts under “2007 Stock Awards” and “Other Stock-Based
Accounting Adjustments.” As of December 31, 2007, our non-employee directors held the following number of
unexercised stock options and the following number of unvested shares of restricted stock or unvested stock
units:

Unvested Shares of
Unexercised Restricted Stock or
Options Stock Units
Director (#) (#)
William Barnet, III 0 3,123
Frank P. Bramble, Sr. 0 3,123
John T. Collins 0 3,123
Gary L. Countryman 5,260 3,123
Tommy R. Franks 0 3,123
Paul Fulton (retired) 8,000 0
Charles K. Gifford 0 3,123
W. Steven Jones 0 3,123
Monica C. Lozano 0 3,123
Walter E. Massey 8,000 3,123
Thomas J. May 5,260 3,123
Patricia E. Mitchell 8,000 3,123
Thomas M. Ryan 0 3,123
O. Temple Sloan, Jr. 8,000 3,123
Meredith R. Spangler 8,000 3,123
Robert L. Tillman 0 3,123
Jackie M. Ward 8,000 3,123

(5) Mr. Gifford entered into a Retirement Agreement with us in connection with his retirement as an associate
effective January 31, 2005. The agreement remains in effect for a five-year initial period and is renewable
annually thereafter, but ends earlier in the case of Mr. Gifford’s death. Under the agreement, Mr. Gifford
provides consulting services as requested by us, including advice to the Bank of America Foundation
regarding philanthropic activities in the Northeast and to the Northeast marketing executive regarding our
initiatives in that market. Mr. Gifford also acknowledged that his retirement did not constitute a termination
for “good reason” under his prior FleetBoston Financial Corporation (“FleetBoston”) change in control
agreement (which agreement was previously disclosed in the joint proxy statement-prospectus relating to the
Bank of America and FleetBoston merger and in other public filings of FleetBoston) and gave a general release
of claims.
In consideration for his consulting services and other agreements, Mr. Gifford receives: (i) a $50,000 retainer
for each of the first five years of the agreement; (ii) use of company-provided aircraft for up to 120 hours per
year for each of the first five years of the agreement and up to 100 hours per year for any additional year the
agreement remains in effect thereafter; and (iii) office space (for as long as he requests) and secretarial
support (for the first five years of the agreement, renewable annually thereafter) that is both reasonable and
appropriate in size and scope.
For 2007, the value of these benefits equaled the following: (i) $50,000 in consulting fees; (ii) $1,009,481 in
aircraft usage (which is the amount paid to a third party vendor); and (iii) $231,533 in office and administrative
support. In addition, we paid Mr. Gifford a tax gross-up in the amount of $344,708 related to his use of
company-provided aircraft. We did this because in 2006 we began imputing income for personal use of
company-provided aircraft using a third-party “charter” value, rather than the more common IRS-approved
Standard Industry Fare Level (SIFL). By changing to the charter value, we made it more expensive for our
executive officers to use company-provided aircraft for personal travel. However, this change also made the
aircraft usage for Mr. Gifford more expensive, which was not the intent when the Retirement Agreement was
originally entered into. The tax gross-up represents the difference in the taxes Mr. Gifford is required to pay
using charter values versus what he would have had to pay had we continued using SIFL values.

13

Upon his retirement as an associate, Mr. Gifford became entitled to receive compensation as a non-employee
director as more fully described above.

Stock Ownership Requirements for Directors. We have formal stock ownership requirements that apply to our
non-employee directors. Under these requirements, each non-employee director is required to own and hold a
minimum of 10,000 shares of our Common Stock. All full value shares beneficially owned are included in the calcu-
lation. New non-employee directors have up to five years to achieve compliance. All non-employee directors who
have served on the Board five years comply with our requirements. Non-employee directors cannot sell the re-
stricted stock they receive as compensation (except as necessary to pay taxes upon vesting) until termination of
their service.

ITEM 1: ELECTION OF DIRECTORS
The Board has nominated each of the following individuals for election at the Annual Meeting. Each director
elected will serve until the next annual meeting of stockholders when his or her successor has been duly elected
and qualified, or until the director’s earlier resignation or removal. If any nominee is unable to stand for election
for any reason, the persons appointed to vote the proxies may vote at the Annual Meeting for another person pro-
posed by the Board, or the number of directors constituting the Board may be reduced.
If a nominee who is currently serving as a director is not elected at the Annual Meeting, under Delaware law the
director will continue to serve on the Board as a “holdover director.” However, under our Corporate Governance
Guidelines, any director who fails to be elected must offer to resign from the Board. The director whose resig-
nation is under consideration will abstain from participating in any decision regarding that resignation. The Corpo-
rate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to
accept a director’s resignation. The Board will publicly disclose its decision regarding the resignation within 90
days after results of the election are certified. If the resignation is not accepted, the director will continue to serve
until the next annual meeting and until the director’s successor is elected and qualified. If a nominee who is not
already serving as a director is not elected at the Annual Meeting, under Delaware law that nominee will not be-
come a director and will not serve on the Board as a “holdover director.”

14

The Nominees
Set forth below are each nominee’s name, principal occupation and five year business history.
The Board recommends a vote “FOR” all of the nominees listed below for election as directors (Item 1
on the proxy card).

WILLIAM BARNET, III (65), Chairman, President and Chief Executive Officer, The Barnet
Company, Spartanburg, South Carolina, a real estate and other investments firm. He has been in his
present position since 2001 and has been President of Barnet Development Corporation, a real estate
investment firm, since 1990. He has also served as Chairman of William Barnet & Son, LLC, a synthetic
fiber processing company, from 2001 to 2006, and served as Chief Executive Officer from 2000 to 2001.
He served as President and Chief Executive Officer of William Barnet & Son, Inc. from 1976 to 2000. He
has been the Mayor of Spartanburg, South Carolina since 2002. He has been a director of the
Corporation since April 2004 and is a member of the Audit Committee. He also serves as a director of
Duke Energy Corporation.

FRANK P. BRAMBLE, SR. (59), Former Executive Officer, MBNA Corporation, Wilmington,
Delaware. He served as an advisor to the Executive Committee of MBNA Corporation, a financial
services company, from April 2005 to December 2005 when it was acquired by the Corporation. Prior to
that time, he had served as Vice Chairman of MBNA from July 2002 to April 2005. He also served as a
director of Allfirst Financial, Inc. and Allfirst Bank from April 1994 to May 2002, and from December
1999 to May 2002 as Chairman of the Board. He has been a director of the Corporation since January
2006 and is a member of the Asset Quality Committee.

JOHN T. COLLINS (61), Chief Executive Officer, The Collins Group, Inc., Boston, Massachu-
setts, a venture capital, private equity investments and management firm. He has been in his present
position since 1995. He has been a director of the Corporation since April 2004 and is a member of the
Audit Committee.

GARY L. COUNTRYMAN (68), Chairman Emeritus and Director, Liberty Mutual Group,
Boston, Massachusetts, an international and property and casualty insurance company. He served as
Chairman of Liberty Mutual Group from 1986 to 2000. He also served as Chief Executive Officer from
1986 to 1998. He has been a director of the Corporation since April 2004 and is a member of the
Executive Committee. He also serves as a trustee of NSTAR and a director of CBS Corporation.

TOMMY R. FRANKS (62), Retired General, United States Army, Roosevelt, Oklahoma. General
Franks has operated Franks & Associates, LLC, a private consulting firm, since 2003. He served in the
United States Army from 1965 to 2003. In August 2003, he retired as a four star general. He has been a
director of the Corporation since January 2006 and is a member of the Audit Committee.

15

CHARLES K. GIFFORD (65), Former Chairman, Bank of America Corporation, Charlotte, North
Carolina. He served as Chairman of the Corporation from April 2004 until January 2005. Prior to that
time, he had served as Chairman and Chief Executive Officer of FleetBoston since 2002. He also served
as President and Chief Executive Officer of FleetBoston from 2001 to 2002 and President and Chief
Operating Officer from 1999 to 2001. He has been a director of the Corporation since April 2004 and is a
member of the Executive Committee. He also serves as a trustee of NSTAR and a director of CBS
Corporation.

KENNETH D. LEWIS (60), Chairman, Chief Executive Officer and President, Bank of America
Corporation, Charlotte, North Carolina. He has served as Chief Executive Officer since April 2001,
President since July 2004 and Chairman since February 2005. He previously served as Chairman from
April 2001 to April 2004 and President from January 1999 to April 2004. He also served as Chief Operating
Officer from October 1999 to April 2001. He also serves as Chairman, Chief Executive Officer, President
and a director of Bank of America, N.A. He has been a director of the Corporation since 1999 and is a
member of the Executive Committee.

MONICA C. LOZANO (51), Publisher and Chief Executive Officer, La Opinion, Los Angeles,
California, the largest Spanish-language newspaper in the United States. She has been in her present
position since January 2004. In addition, she has served as Senior Vice President of ImpreMedia, LLC,
the parent of La Opinion, since January 2004. From 2000 to 2004, Ms. Lozano served as President and
Chief Operating Officer of Lozano Enterprises. She also served as a member of the Board of Regents of
the University of California since December 2001, and as trustee of the University of Southern
California since 1991. She has been a director of the Corporation since April 2006 and is a member of
the Asset Quality Committee. She also serves as a director of California HealthCare Foundation and The
Walt Disney Company.

WALTER E. MASSEY (69), President Emeritus, Morehouse College, Atlanta, Georgia. He served
as President of Morehouse College from August 1995 to June 2007. He has been a director of the
Corporation since 1998 and is a member of the Audit Committee. He also serves as a director of BP
p.l.c., Delta Air Lines, Incorporated and McDonald’s Corporation.

THOMAS J. MAY (60), Chairman, President, Chief Executive Officer and Trustee, NSTAR, Bos-
ton, Massachusetts, an energy utility company. He has served as President of NSTAR and its subsidiaries
since 2002 and as Chairman, Chief Executive Officer and Trustee since 1999. He has been a director of
the Corporation since April 2004 and is chairman of the Audit Committee.

PATRICIA E. MITCHELL (65), President and Chief Executive Officer, The Paley Center for
Media, New York, New York. She has served in her present position since March 2006. Prior to that
time, she had served as President and Chief Executive Officer of Public Broadcasting Service from
March 2000 to March 2006. She also has served as President of CNN Productions and Time Inc.
Television, a division of Time Warner, Inc. She has been a director of the Corporation since 2001 and is
a member of the Compensation and Benefits and Corporate Governance Committees. She also serves
as a director of SunMicro Systems, Incorporated.

16

THOMAS M. RYAN (55), Chairman, President and Chief Executive Officer, CVS/Caremark
Corporation, Woonsocket, Rhode Island, an integrated provider of pharmacy and related healthcare
services. He has served as President and Chief Executive Officer since May 1998 and as Chairman since
April 1999. He has been a director of the Corporation since April 2004 and is chairman of the Corporate
Governance Committee and a member of the Compensation and Benefits Committee. He also serves as
a director of Yum! Brands, Inc.

O. TEMPLE SLOAN, JR. (69), Chairman and Chief Executive Officer, General Parts
International, Inc., Raleigh, North Carolina, a distributor of automotive replacement parts. He has
been a director of the Corporation since 1996. He is the Corporation’s Lead Director and is chairman of
the Compensation and Benefits and Executive Committees and a member of the Corporate Governance
Committee. He also serves as Chairman of the Board of Highwoods Properties, Inc. and as a director of
Lowe’s Companies, Inc.

MEREDITH R. SPANGLER (70), Trustee and Board Member, Charlotte, North Carolina. She is a
director of C. D. Spangler Construction Company and Chairman of the Board of the C. D. Spangler
Foundation. She served on the Wellesley College Board of Trustees from 1989 to June 2007. She has
been a director of the Corporation since 1988 and is a member of the Compensation and Benefits and
Corporate Governance Committees.

ROBERT L. TILLMAN (64), Former Chairman and CEO Emeritus, Lowe’s Companies, Inc.,
Mooresville, North Carolina, a home improvement retailer. He served as Chairman and Chief Executive
Officer of Lowe’s Companies, Inc. from January 1998 until January 2005. He has been a director of the
Corporation since April 2005 and is a member of the Asset Quality Committee.

JACKIE M. WARD (69), Retired Chairman/CEO, Computer Generation, Inc., Atlanta, Georgia, a
telecommunications software company. She served as Chairman of Computer Generation Inc., from
May 2000 to December 2000 and as Chairman, President and Chief Executive Officer from October 1968
to May 2000. She has been a director of the Corporation since 1994 and is chairman of the Asset Quality
Committee. She also serves as a director of Equifax, Inc., Flowers Foods, Inc., Sanmina-SCI
Corporation, SYSCO Corporation and Wellpoint, Inc.

17

STOCK OWNERSHIP
As of December 31, 2007, we had two classes of voting securities: the Common Stock and the Series B Stock. As of
that date, we did not know of any person who beneficially owned 5% or more of the Common Stock. The following
table sets forth, as of December 31, 2007, information regarding the sole holder known to us to beneficially own
more than 5% of the Series B Stock.

Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership (1) of Class

Carolyn C. Glassman & Albert Irl Dubinsky
TR UA Apr 8 82
Carolyn Glassman Trust
1815 Locust Street
St. Louis, MO 63103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,018 shares 26%

(1) All shares of Series B Stock indicated in the above table are subject to the sole investment and voting power of
the named individuals.
As of December 31, 2007, no director, nominee or executive officer of the Corporation owned any shares of
the Series B Stock.

The following table sets forth information as of December 31, 2007 with respect to the beneficial ownership of
Common Stock by: (i) each director and nominee for director; (ii) each executive officer named in the Summary
Compensation Table; and (iii) all directors, nominees and executive officers as a group.

Amount and Nature
Name of Beneficial Ownership (1)(2)(3)(4)(5)

William Barnet, III (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144,837
Frank P. Bramble, Sr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,568
Amy Woods Brinkley (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,159,976
John T. Collins (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,881
Gary L. Countryman (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,703
Barbara J. Desoer (10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,736,831
Tommy R. Franks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,867
Charles K. Gifford (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340,139
W. Steven Jones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,624
Kenneth D. Lewis (12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,477,194
Monica C. Lozano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,888
Walter E. Massey (13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,687
Thomas J. May (14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,840
Liam E. McGee (15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 849,421
Patricia E. Mitchell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,064
Brian T. Moynihan (16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 986,783
Joe. L. Price (17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,444
Thomas M. Ryan (18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,103
O. Temple Sloan, Jr. (19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,803
Meredith R. Spangler (20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,074,847
R. Eugene Taylor (21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,150,968
Robert L. Tillman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,446
Jackie M. Ward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,017
All directors, nominees and executive officers as a group
(24 persons) (22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,228,822

(1) Each director, nominee and executive officer beneficially owned less than 1% of the shares of Common Stock
outstanding. All directors, nominees and executive officers as a group beneficially owned approximately
1.06% of the shares of Common Stock outstanding.

18

(2) All shares of Common Stock indicated in the table are subject to the sole voting and investment power of the
directors, nominees and executive officers, except as otherwise set forth in the footnotes below.
(3) Includes the following number of units of Common Stock equivalents credited to the following non-employee
directors under the Director Deferral Plan as of December 31, 2007: Mr. Barnet, 11,155 units; Mr. Bramble,
6,888 units; Mr. Countryman, 20,015 units; Mr. Franks, 6,888 units; Mr. Gifford, 4,873 units; Mr. Jones, 15,624
units; Mrs. Lozano, 6,888 units; Dr. Massey, 36,978 units; Mr. May, 22,991 units; Ms. Mitchell, 18,754 units;
Mr. Ryan, 21,665 units; Mr. Sloan, 3,146 units; Mrs. Spangler, 63,223 units; Mr. Tillman, 10,446 units; Ms. Ward,
65,440 units; and all directors as a group, 314,974 units. These units, which are held in individual accounts in
each director’s name, will be paid in cash upon the director’s retirement to the extent vested based on the fair
market value of the Common Stock at that time. See “Corporate Governance—Director Compensation.”
(4) Includes restricted stock units awarded under the Key Associate Stock Plan (or its predecessor, the Bank of
America Corporation Key Employee Stock Plan), as of December 31, 2007, to the following named executive
officers: Ms. Brinkley, 223,333 units; Ms. Desoer, 223,278 units; Mr. Lewis, 1,320,845 units; Mr. McGee, 247,990
units; Mr. Moynihan, 197,409 units; Mr. Price, 63,506 units; and Mr. Taylor, 246,669 units. As of December 31,
2007, all executive officers as a group held 2,523,030 restricted stock units. Each restricted stock unit has a
value equal to the fair market value of a share of Common Stock and receives dividend equivalents but does
not have any voting rights. These units will be paid in shares of Common Stock at vesting or, in certain
circumstances, after termination of employment.
(5) Includes, for each of the following directors, 8,000 shares of Common Stock which such individuals could
acquire within 60 days after December 31, 2007 through the exercise of stock options: Dr. Massey,
Ms. Mitchell, Mr. Sloan, Mrs. Spangler and Ms. Ward.
(6) Includes 64,521 stock units held under the FleetBoston Directors Deferred Compensation and Stock Unit
Plan (the “FleetBoston Director Stock Unit Plan”) and a total of 24,245 shares of Common Stock owned by
certain family members, the Barnet Revocable Trust, the Mary G. Barnet Revocable Trust, the Barnet
Company and Barnet Development Corporation.
(7) Includes 1,820,000 shares of Common Stock which Ms. Brinkley could acquire within 60 days after
December 31, 2007 through the exercise of stock options.
(8) Includes 28,062 stock units held under the FleetBoston Director Stock Unit Plan.
(9) Includes 11,532 stock units held under the FleetBoston Director Stock Unit Plan, 15,323 stock units held
under the BankBoston Director Retirement Benefits Exchange Program (the “BKB Exchange Program”), 444
stock units held under the BankBoston Director Stock Award Plan (the “BKB Director Stock Award Plan”),
5,260 shares that Mr. Countryman could acquire within 60 days after December 31, 2007 under the
BankBoston Director Stock Option Plan for Non-Employee Directors (the “BKB Director Stock Option Plan”)
and 236 shares of Common Stock owned by his spouse.
(10) Includes 1,387,200 shares of Common Stock which Ms. Desoer could acquire within 60 days after
(11) Includes 1,090 shares held as a custodian for two of his children. At December 31, 2007, 100,000 of these
shares of Common Stock had been pledged as collateral.
(12) Includes 1,500,000 shares of Common Stock which Mr. Lewis could acquire within 60 days after
(13) Includes 490 shares of Common Stock over which Dr. Massey shares voting and investment power with his
spouse.
(14) Includes 20,226 stock units held under the FleetBoston Director Stock Unit Plan, 2,808 stock units held under
the BKB Exchange Program, 4,933 stock units held under the BKB Director Stock Award Plan, an interest in
1,478 shares under a deferred compensation plan of Mr. May’s current employer, 5,260 shares that Mr. May
could acquire within 60 days after December 31, 2007 under the BKB Director Stock Option Plan and 450
shares of Common Stock jointly held with his spouse.
(15) Includes 561,500 shares of Common Stock which Mr. McGee could acquire within 60 days after December 31,
2007 through the exercise of stock options and 35,287 shares over which Mr. McGee shares voting and
investment power with his spouse.

19

(16) Includes 527,628 shares of Common Stock which Mr. Moynihan could acquire within 60 days after
(17) Includes 760,000 shares of Common Stock that Mr. Price could acquire within 60 days after December 31,
2007 through the exercise of stock options and 17,756 shares owned by his spouse.
(18) Includes 25,374 stock units held under the FleetBoston Director Stock Unit Plan and 804 shares owned by Mr.
Ryan’s spouse.
(19) Includes 1,000 shares owned by Mr. Sloan’s spouse.
(20) Includes 32,003,624 shares of Common Stock owned by Mrs. Spangler’s spouse, certain other family members
for whom Mrs. Spangler’s spouse acts in a fiduciary capacity, and C. D. Spangler Construction Company,
Golden Eagle Industries, Inc., C. D. Spangler Foundation, Delcap, Inc. and Delcor, Inc., all of which are
parties related to Mrs. Spangler’s spouse, over which Mrs. Spangler shares voting and investment power. At
December 31, 2007, an unspecified number of these shares of Common Stock had been pledged as collateral.
(21) Includes 1,680,000 shares of common stock which Mr. Taylor could acquire within 60 days after December
31, 2007 through the exercise of stock options.
(22) Includes 8,489,847 shares of Common Stock which such persons could acquire within 60 days after
December 31, 2007 through the exercise of stock options. Of these 47,228,822 shares of Common Stock, such
persons had sole voting and investment power over 15,187,971 shares of Common Stock and shared voting or
investment power or both over 32,040,851 shares. Includes Common Stock beneficially owned by Keith T.
Banks, who was named President, Global Wealth and Investment Management as of October 24, 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and some of our officers to file reports
with the SEC indicating their holdings of, and transactions in, our equity securities. Based solely on a review of the
copies of such reports we received, and written representations from the reporting persons, we believe that, during
2007, our reporting persons complied with all Section 16(a) filing requirements, except that, due to an admin-
istrative error on the part of the Corporation, a late Form 4 was filed on behalf of Mr. Gifford to report an option
exercise and sale of 333,180 shares.

COMPENSATION AND BENEFITS COMMITTEE REPORT
The Compensation and Benefits Committee has reviewed and discussed with management the Compensation Dis-
cussion and Analysis that immediately follows this report. Based on this review and discussion, the Compensation
and Benefits Committee has recommended to the Board that the Compensation Discussion and Analysis be in-
cluded in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year
ended December 31, 2007.
Submitted by the Compensation and Benefits Committee of the Board:
O. Temple Sloan, Jr., Chairman
Patricia E. Mitchell
Thomas M. Ryan
Meredith R. Spangler

COMPENSATION DISCUSSION AND ANALYSIS
Overview
We operate a large, global financial services business in a very competitive environment. To best meet the
challenges of running a business of our size and scope, we have designed our executive compensation program,
under the direction of the Compensation and Benefits Committee of the Board, to attract and retain the highest
quality executive officers and directly link pay to our performance. This pay-for-performance mandate results in a
compensation program that:
• aligns our executive officers’ interests with those of our stockholders;
• provides pay that varies depending on performance; and
• can be easily understood by our stockholders.

20

The key elements of compensation for our executive officers are annual cash incentive awards, restricted stock
awards (which can be granted as shares or units) and stock option awards. These awards make up most of the to-
tal annual compensation opportunity and are based on an annual performance review. Base salary, retirement
benefit accruals and perquisites or other fringe benefits make up only a minor portion of the total annual
compensation opportunity.
The annual performance review for determining cash incentive, restricted stock and stock option awards follows a
principled, structured framework for analysis. This analysis focuses on financial performance measures that the
Compensation and Benefits Committee believes collectively best indicate successful management of our business.
The analysis takes into account both performance against internal business goals and relative performance against
our competitors over one-year and multi-year periods.
We provide most of the total annual compensation opportunity in stock, because stock ownership is the simplest,
most direct way to align our executive officers’ interests with those of our stockholders. The vesting and other de-
sign features of these awards, together with our stock ownership requirements, encourage long-term stock owner-
ship by our executive officers to further motivate them to create long-term stockholder value.
Ongoing dislocations in the capital markets and a slowing economy severely impacted the performance of nearly
all major financial institutions in the United States in 2007, and we were no exception. At the same time, we accept
accountability for business decisions we made that contributed to our disappointing financial results in 2007. Con-
sistent with the pay-for-performance mandate referenced above, the Compensation and Benefits Committee de-
termined that our financial performance in 2007 should yield incentive awards for our executive officers that were
significantly below target.
Also, because our executive officers have significant stock ownership in the form of vested and unvested restricted
stock and stock option awards as intended by the design of our program, our executive officers shared with our
stockholders the disappointing performance of our stock price during 2007. At the same time, the design of our
executive compensation program highly motivates our executive officers to manage our company for the future
with the goal of creating long-term stockholder value.
Many of our program’s features demonstrate the commitment to our pay-for-performance mandate:
• We do not have any employment, severance or change in control agreements with any of our executive
officers. We also have a policy prohibiting future employment or severance agreements with our named
executive officers that provide severance benefits exceeding two times base salary and bonus, unless the
agreement has been approved by our stockholders.
• We encourage long-term stock ownership by our executive officers, with award features such as no vesting
on restricted stock and stock option awards until the third anniversary of the grant and an additional three-
year hold requirement on net proceeds from stock option exercises.
• Our Corporate Governance Guidelines include stock ownership requirements for our executive officers. All
executive officers currently comply with these requirements.
• Our Key Associate Stock Plan, which is the plan under which we make equity awards to our executive
officers and other key associates, prohibits discounted stock options, reload stock options or stock option
re-pricing.
• We have an annual stock option award process that provides for a pre-established, regular grant date in
accordance with written policies and procedures. If stock options are awarded other than as part of the
annual award process, those awards also have a pre-established regular grant date in accordance with
written policies and procedures.
• Executive officers do not earn additional retirement income under any supplemental executive retirement
plans.
• We have a recoupment policy under which the Board can require reimbursement of any bonus or incentive
compensation paid to an executive officer whose fraud or intentional misconduct caused the company to
restate its financial statements.
• Dividend equivalents for restricted stock awards granted for performance in 2007 and later years are
accrued with interest from the grant date and paid only if and when the underlying award becomes vested.

21

Target Compensation
Each year the Compensation and Benefits Committee determines a target total compensation package for each
executive officer, made up of base salary plus the following three elements of performance-based compensation:
• cash incentive;
• restricted stock awards; and
• stock option awards.
In establishing the amount of the target total compensation package for each year, the Compensation and Benefits
Committee exercises its judgment after considering the following factors:
• In order to make sure that our compensation opportunities are appropriate, the Committee reviews the
compensation practices at our competitors. See “Competitor Groups” beginning on page 24. However, the
Committee notes that our executive officers often have jobs that are larger in size and scope than the
executives at our competitors, which can make direct comparisons difficult.
• In considering the amount of compensation paid by our primary competitor group, the Committee notes
that of the five other largest United States bank holding companies, our company is significantly larger than
most of those competitors in terms of market capitalization, assets, revenues and net income.
• The Committee considers whether the target total compensation packages are internally consistent with
each executive officer’s relative scope of responsibility and accountability for our overall performance.
• The Committee recognizes that our program requires strong performance in order to achieve target
compensation awards. As discussed on page 24, in order to receive awards at target level, we must perform
well on a consistent basis against both our internal goals and on a relative basis versus our primary
competitor group.
• Finally, the Committee receives advice from its independent executive compensation consultant. See
“Compensation and Benefits Committee” on page 7 for more detail regarding the Committee’s compensation
consultant.
The Compensation and Benefits Committee establishes the base salary levels for our executive officers to reflect
each executive officer’s scope of responsibility and accountability within the company and to be part of a
competitive total compensation package in light of compensation practices at our primary competitor group.
The balance of the target total compensation package, made up of annual cash incentive, restricted stock and stock
option awards, comprises nearly all of the total annual target compensation opportunity for our executive officers.
The actual awards are determined annually after a review of our performance for the year. See “Measuring
Performance” below for more details. As a result, our executive compensation program links almost all of our
executive officers’ actual compensation each year to our performance as determined by the Compensation and
Benefits Committee.

Emphasis on Long-Term Stock Ownership
The Compensation and Benefits Committee believes that stock ownership by our executive officers is the clearest,
most direct way to align their interests with those of our stockholders. As a result, each executive officer’s target
total compensation package includes a balanced combination of restricted stock and stock option awards. These
awards make up a majority of the target total compensation package.

The Compensation and Benefits Committee places somewhat greater emphasis on restricted stock awards over
stock options as a means to increase long-term stock ownership by our executive officers. Our restricted stock and
stock option awards encourage long-term stock ownership through the following features:
• Restricted stock and stock option awards vest 100% on the third anniversary of the grant date. See “Grants
of Plan-Based Awards” beginning on page 35 for more details about the vesting rules, including the impact
of termination of employment on vesting.

22

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