Exhibit 10(o)
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 No. 2 established by
Xxxxx X. Xxxxx, Xx., as Grantor, dated October 1, 1988 (the "Owner").
Statement of Purpose
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Xxxxx X. Xxxxx, Xx. (the "Executive") is employed by the Corporation as
its Chief Financial Officer. 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, Xxxxxxx X. Xxxxx, for the benefit and protection of both
the Corporation and the Executive's family under a Last Survivor Flexible
Premium Variable Life Insurance Policy issued by Pacific Life Insurance Co. 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
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Corporation shall pay all premiums under the Policy to the Insurer as and
when such premiums become due. During the five (5) 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 2A attached
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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 five (5) 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
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2A."
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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 2 attached to the Agreement is hereby deleted in its
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entirety and replaced by Exhibit 2A attached hereto and all references in the
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Agreement to "Exhibit 2" shall hereby refer to Exhibit 2A.
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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
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X. Xxxxxx Xxxxxx Agreement No. 2 dated October 1, 1998
Corporate Personnel Executive
By: /s/ Xxxx X. XxXxxxx
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"Corporation" Name: Xxxx X. XxXxxxx
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Title: Assistant Vice President
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"Owner"
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