Exhibit 10(n)
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment") is made and entered into by and
between BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"),
and BANK OF AMERICA, N.A. (formerly "NationsBank, N.A."), as Trustee under that
certain Irrevocable Trust Agreement established by Xxxx X. XxXxxx, Xx., as
Grantor, dated October 2, 1998 (the "Owner").
Statement of Purpose
--------------------
Xxxx X. XxXxxx, Xx. (the "Executive") is currently serving as a consultant
to the Corporation. The Corporation and the Owner have previously entered into
a Split Dollar Life Insurance Agreement (the "Agreement") pursuant to which the
parties have insured the lives of the Executive and the Executive's spouse, Xxxx
X. XxXxxx, for the benefit and protection of both the Corporation and the
Executive's family under a Variable Survivorship Life Insurance Policy issued by
Xxxx Xxxxxxx Variable Life Insurance Company. The Internal Revenue Service, in
Internal Revenue Service Notice 2002-08, has proposed a change in the manner in
which split dollar insurance arrangements will be taxed for federal income tax
purposes effective as of January 1, 2004. However, split dollar insurance
arrangements entered into before January 28, 2002 will be eligible for certain
"grandfathered" treatment with respect to such change. The parties desire to
amend the Agreement in order to allow the Agreement to qualify under the
"grandfathering" provisions of Internal Revenue Service Notice 2002-08 and to
preserve the economic benefits which were contemplated to be delivered pursuant
to the Agreement at the time the Agreement was originally executed.
NOW, THEREFORE, in consideration of the foregoing statement of purpose
the parties hereto agree as follows:
1. The first paragraph of Section 4 of the Agreement is hereby
amended to read as follows:
"4. Payment of Premiums. As a convenience to the parties, the
-------------------
Corporation shall pay all premiums under the Policy to the Insurer as and
when such premiums become due. During the six (6) year period following the
effective date of the Policy, the Corporation shall pay the full amount of
the premiums to the Insurer as set forth on Exhibit 2B attached hereto.
----------
Beginning in the sixteenth (16th) year of the Policy, the Corporation shall
pay premiums under the Policy to the Insurer equal to the economic value of
the death benefit under the Policy as determined by the Insurer from time
to time while the Policy
remains in effect. Within thirty (30) days of each such premium payment by
the Corporation during the six (6) year period following the effective date
of the Policy and within thirty (30) days of each anniversary of the
effective date of the Policy thereafter, the Owner shall pay to the
Corporation the economic value of the death benefit under the Policy as
determined by the Insurer from time to time while the Policy remains in
effect. A schedule of the premiums to be paid by the Owner based on the
Insurer's current rates is set forth on Exhibit 2B."
----------
2. The last sentence of Section 10 of the Agreement is hereby amended
to read as follows:
"If the Owner does not repay the entire amount of the Corporation's
Interest in the Policy within such sixty (60) day time period, the
Corporation may enforce its rights under the Collateral Assignment and,
upon exercise of the Corporation's rights under the Collateral Assignment,
the Owner shall be liable for any deficiency realized by the Corporation."
3. Exhibit 2A attached to the Agreement is hereby deleted in its
----------
entirety and replaced by Exhibit 2B attached hereto and all references in the
----------
Agreement to "Exhibit 2" or "Exhibit 2A" shall hereby refer to Exhibit 2B.
--------- ---------- ----------
4. Except as expressly or by necessary implication amended hereby,
the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on January
24, 2002.
BANK OF AMERICA CORPORATION BANK OF AMERICA, N.A.
By: /s/ X. Xxxxxx Xxxxxx Trustee under the Irrevocable Trust
----------------------------
X. Xxxxxx Xxxxxx Agreement dated October 2, 1998
Corporate Personnel Executive
By: /s/ Xxxx X. XxXxxxx
---------------------------------
"Corporation" Name: Xxxx X. XxXxxxx
------------------------------
Title: Assistant Vice President
------------------------------
"Owner"
2
