Filing Body
Page 1: UNITED STATES
Page 2: N/A
Page 3: Notice of 2012 Annual Meeting of Stockholders
Page 4: CONTENTS
Page 5: Internet Availability of Proxy Materials
Page 6: Proxy Statement
Page 7: The Nominees
Page 8: N/A
Page 9: N/A
Page 10: N/A
Page 11: N/A
Page 12: Corporate Governance
Page 13: Board Leadership
Page 14: Board Meetings, Committee Membership and Attendance
Page 15: Corporate Governance Committee
Page 16: Compensation and Benefits Committee
Page 17: Chief Executive Officer and Senior Management Succession Planning
Page 18: Board Executive Sessions
Page 19: Additional Corporate Governance Information Available
Page 20: 2011 Director Compensation
Page 21: Stock Ownership and Retention Requirements for Directors.
Page 22: Review of Related Person and Certain Other Transactions
Page 23: Proposal 2: An Advisory (Non-Binding) Say on Pay Vote to Approve Executive Compensation
Page 24: Resolved, that our stockholders approve, on an advisory basis, the compensation of our company s nam
Page 25: Compensation and Benefits Committee Report
Page 26: Our 2011 Compensation Decisions
Page 27: Overview of Our Executive Compensation Program
Page 28: Clawback Features.
Page 29: N/A
Page 30: N/A
Page 31: Our 2011 Compensation Decisions
Page 32: 2011 Compensation Decisions for Our Named Executive Officers.
Page 33: N/A
Page 34: Our Other Compensation Practices
Page 35: Perquisites and Other Fringe Benefits
Page 36: Section 162(m)
Page 37: Executive Compensation
Page 38: 2011 Stock Awards
Page 39: N/A
Page 40: 2011 All Other Compensation Table
Page 41: Grants of Plan-Based Awards
Page 42: Performance Contingent Restricted Stock Units (PRSUs)
Page 43: New Hire Restricted Stock Unit Award to Mr. Lynch (RSUs)
Page 44: Year-End Equity Values and Equity Exercised or Vested
Page 45: Options Exercised and Stock Vested in 2011
Page 46: Qualified Pension Plans.
Page 47: Frozen SERPs
Page 48: Nonqualified Deferred Compensation
Page 49: 401(k) Restoration Plan
Page 50: FleetBoston Financial Corporation Executive Supplemental Plan
Page 51: Potential Payments Upon Termination or Change in Control
Page 52: Potential Payments Upon Termination or Change in Control as of December 31, 2011
Page 53: N/A
Page 54: Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners
Page 55: N/A
Page 56: Section 16(a) Beneficial Ownership Reporting Compliance
Page 57: Proposal 3: Ratification of the Appointment of the Registered Independent Public Accounting Firm for
Page 58: Proposals 4 through 8: Stockholder Proposals
Page 59: Proposal 5: Grassroots and Other Lobbying
Page 60: Board s Response to Proposal 5
Page 61: Executives To Retain Significant Stock Yes on 6.
Page 62: Accordingly, the Board recommends a vote
Page 63: Board s Response to Proposal 7
Page 64: N/A
Page 65: Accordingly, the Board recommends a vote
Page 66: Board s Response to Proposal 8
Page 67: Voting Instructions and Other Information
Page 68: Who Can Vote.
Page 69: General Information
Page 70: Stockholder Proposals for our 2013 Annual Meeting.
Page 71: N/A
Page 72: N/A
Page 73: N/A
Exhibits
EX-99