Exhibit 10(p)
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., as successor Trustee under that
certain Irrevocable Trust Agreement established by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as
Grantor, dated June 23, 1998 (the "Owner").
Statement of Purpose
--------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Executive") is employed by the Corporation as
its Chief Executive 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, ▇▇▇▇▇ ▇. ▇▇▇▇▇, for the benefit and protection of both the
Corporation and the Executive's family under a Variable Survivorship Life
Insurance Policy issued by ▇▇▇▇ ▇▇▇▇▇▇▇ 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 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 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 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 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/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Trustee under the Irrevocable Trust
------------------------------ Agreement dated June 23, 1998
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Corporate Personnel Executive
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
"Corporation" Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Title: Assistant Vice President
-----------------------------
"Owner"
2