BofA Opens Vault to Keep Sambol as COO

The Countrywide COO will get $28 million to stay on after the proposed merger.
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Bank of America

(BAC) - Get Report

is shelling out big bucks to keep

Countrywide Financial

(CFC)

COO David Sambol on the payroll after the proposed merger between the two companies.

Sambol, who has been asked to stay on as head of the consumer mortgage operations of the combined companies, will get $20 million payable in two installments on the first and second anniversaries of the merger close date, according to the document filed with the

Securities and Exchange Commission

. He also will receive $8 million in restricted stock payable on the first, second and third, anniversaries of the merger deal, the filing said.

The new agreement replaces the previous cash payments Sambol was receiving. When the merger is completed he will report to Bruce Hammonds, president of BofA card services.

If Sambol is fired or leaves for "good reason" before the installments are paid, he gets to keep the money and stock. "Good reason" is limited to a post-merger reduction in base salary or annual incentive/equity award opportunity, office relocation or an adverse change in title. And if he leaves, he'll be entitled to health and life insurance for three years afterwards. Three other executives were offered retention deals as well, but the names were not identified.

In late January, Countrywide CEO Angelo Mozilo said he would give up $37.5 million in cash severance and other perks he would have gained from the company's acquisition by BofA. However, Mozilo will receive performance based restricted stock valued at $10 million and health insurance for three years.

The deal between BofA and the troubled mortgage lender has been rumored to be in danger of falling through, but the companies have dismissed the talk.

Excessive executive pay has been highlighted at many large companies recently.

Merrill Lynch

(MER)

was criticized when Stan O'Neal left with $48 million at a time when the brokerage could potentially write down $8 billion in assets. Former

Home Depot

(HD) - Get Report

CEO Bob Nardelli received a $210 million severance package after being ousted over his mismanagement of the company.

Bank of America was recently trading down fractionally to $38.56 and Countrywide was declining 2.7% to $5.72.