First Ever Binding By-Law Resolution to Pass at an S&P 500 Company

Vote Signals New Day of Greater Accountability to Shareholders and Broader Reform of Financial Industry

Charlotte, NC--Today, in one of the most contentious annual shareholder meetings in Bank of America's (BAC) history, shareholders called for new leadership and greater accountability as 50.3 percent voted in favor of a resolution forcing Chairman Ken Lewis to resign as Chairman of the Board.

Today, we saw a vote of no confidence in Ken Lewis who has overseen record losses in stock value and whose short-sited business plans have put personal gain ahead of shareholders and the long-term health of the company," said SEIU Master Trust Chairman Andy Stern.

"Boards operate independently from management for good reason--to ensure proper oversight, to balance the inherently biased views of staff, and to provide the long view," continued Stern. "As shareholders, we're pleased that Bank of America has acted swiftly to implement the by-law change and we're hopeful that the new Chair will bring independent leadership, protect the interests of shareholders and get the bank back on track."

Today's successful vote follows more than three years of SEIU Master Trust advocacy and engagement with Bank of America to improve its corporate governance practices. In what is the first time ever that shareholders have been able to amend the corporate by-laws in a proxy vote of an S&P 500 company, the SEIU Master Trust resolution required that the Board of Directors appoint an independent Chairman to its board. Before filing this year's successful resolution, the SEIU Master Trust filed a similar resolution last year winning 38 (37.6) percent support from shareholders.

"Bank of America investors are calling for swift, fundamental reform of a bank that has lost its way. Appointment of a new Chair is just the first step; in coming weeks, Bank of America must make fundamental changes to restore shareholder trust and to build a banking governance model that will succeed over the long term," concluded Stern.

If you are interested in speaking with SEIU Master Trust Chair Andy Stern or Executive Director Stephen Abrecht, please contact Ali Jost at (202) 246-9327.

[Read below the full testimony delivered by SEIU Master Trust Director Dennak Murphy as he introduced Resolution #8 at the Bank of America Annual Shareholder Meeting earlier today.]

Thank you, Mr. Lewis. My name is Dennak Murphy. I am here on behalf of the SEIU Master Trust, a defined benefit pension plan that is the beneficial owner of 51,961 shares of Bank of America. I rise to move agenda item #8, a resolution filed by the SEIU Master Trust making a By-Law change that requires the Board of Directors to appoint an independent Chair of the Board.

The SEIU Master Trust has a history of governance engagement with Bank of America dating back to 2006 when our proposal submission resulted in the right of shareholders to call a special meeting. In the fall of 2007, as you likely remember Mr. Lewis, the SEIU Master Trust submitted a nearly identical resolution which earned nearly 37 percent of shareholder support at the 2008 Annual Meeting. We are pleased to present this important resolution to shareholders today.

The Master Trust has long believed that independent leadership of the board is critical to both oversight of the CEO and overall risk management--especially at financial companies like Bank of America. Recent economic events and the performance of Bank of America stock reinforce this belief, as do recent reports about the failure of our company's CEO and its Board to disclose important information about the merger with Merrill Lynch.

Last year, shareholders may recall our successful independent chair proposal at Washington Mutual, which received a majority vote the first time we filed it. Shareholders there agreed with us that proper oversight and risk management require an independent chair of the Board. At Washington Mutual, the demand for Board independence was made too late. We hope that is not the case with Bank of America.

The SEIU Master Trust urges shareholders to support agenda item #8, the resolution requiring the Board appoint an independent Chair.

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SEIU Master Trust is a consortium of funds that has total assets of more than $1.3 billion and is an active proponent of sound corporate governance as a vital means to protect and enhance shareholder value.

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