BANK OF AMERICA PENSION RESTORATION PLAN

Employee Benefits Plan Agreement

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BANK OF AMERICA CORPORATION

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Title: BANK OF AMERICA PENSION RESTORATION PLAN
Governing Law: North Carolina Date: 2/27/2009
Industry: Money Center Banks Sector: Financial

Exhibit 10(c)

B ANK OF A MERICA P ENSION R ESTORATION P LAN

(A S A MENDED AND R ESTATED E FFECTIVE J ANUARY 1, 2009)

B ANK OF A MERICA P ENSION R ESTORATION P LAN

(A S A MENDED AND R ESTATED E FFECTIVE J ANUARY 1, 2009)

T ABLE OF C ONTENTS


			P AGE

ARTICLE I DEFINITIONS			2
	1.1	Amendment or Termination Date	2
	1.2	Applicable Minimum Benefits Provisions	2
	1.3	Basic Plan	2
	1.4	Beneficiary	2
	1.5	Benefit Commencement Date	2
	1.6	Change of Control	2
	1.7	CMG Plan	4
	1.8	Code	4
	1.9	Code Limitations	4
	1.10	Committee	4
	1.11	Completion Incentive	5
	1.12	Conversion Date	5
	1.13	Corporation	5
	1.14	Delink Calculation Date	5
	1.15	EIP	5
	1.16	Eligible Employee	5
	1.17	Employee	5
	1.18	ERISA	5
	1.19	Global Human Resources Group	5
	1.20	Legacy West Participant	5
	1.21	Participant	6
	1.22	Participating Employer	6
	1.23	Plan Year	6
	1.24	Restoration Account	6
	1.25	Restoration Credit	6
	1.26	Restoration Plan	6
	1.27	Restoration Plan Benefit	6
	1.28	Rule of 60	6
	1.29	Termination of Employment	7
	1.30	Vesting Service	7

ARTICLE II PENSION RESTORATION BENEFITS			8
	2.1	Eligibility for Benefits	8
	2.2	Restoration Accounts	8
	2.3	Account Adjustments	10
	2.4	Restoration Plan Benefit	12
	2.5	Distribution Provisions for Participants with a Restoration Account on August 28, 2006	15


	2.6	Distribution Provisions for New Participants after August 28, 2006	16
	2.7	General Payment Provisions	17
	2.8	Vesting of Restoration Plan Benefit	18
	2.9	Special Provisions Related to Completion Incentives	18

ARTICLE III PLAN ADMINISTRATION			20
	3.1	Committee	20

ARTICLE IV AMENDMENT AND TERMINATION			21
	4.1	Amendment and Termination	21
	4.2	Change of Control	21

ARTICLE V MISCELLANEOUS PROVISIONS			22
	5.1	Nature of Plan and Rights	22
	5.2	Spendthrift Provision	22
	5.3	Limitation of Rights	22
	5.4	Adoption by Other Participating Employers	23
	5.5	Governing Law	23
	5.6	Merged Plans	23
	5.7	Status Under ERISA	23
	5.8	Compliance With Section 409A of the Code	24
	5.9	Severability	24
	5.10	Headings and Subheadings	24
	5.11	Social Security Tax	24
	5.12	Claims Procedure	24
	5.13	Limited Effect Of Restatement	24
	5.14	Binding Effect	24

B ANK OF A MERICA P ENSION R ESTORATION P LAN

(A S A MENDED AND R ESTATED E FFECTIVE J ANUARY 1, 2009)

THIS INSTRUMENT OF AMENDMENT AND RESTATEMENT is executed by BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”);

Statement of Purpose

The Corporation and certain of its affiliates (collectively with the Corporation, the “Participating Employers”) sponsor the Bank of America Pension Restoration Plan (the “Restoration Plan”). The purpose of the Restoration Plan is to provide benefits to certain employees whose benefits under The Bank of America Pension Plan (the “Basic Plan”) are adversely affected by certain benefit limitations imposed by the Internal Revenue Code.

The Corporation is amending and restating the Restoration Plan effective January 1, 2009 as set forth herein to (i) provide for the Restoration Plan’s documentary compliance with the requirements of Section 409A of the Code and (ii) otherwise meet current needs. The Corporation has reserved the right to amend the Restoration Plan at any time and the Participating Employers have delegated to the Corporation the right to amend the Restoration Plan on behalf of all Participating Employers.

NOW, THEREFORE, for the purposes aforesaid, the Corporation, on its own behalf and on behalf of the Participating Employers, hereby amends and restates the Restoration Plan effective January 1, 2009 to consist of the following Articles I through V:

ARTICLE I

DEFINITIONS

Unless defined herein, any word, phrase or term used in the Restoration Plan shall have the meaning given to it in the Basic Plan. However, the following terms have the following meanings unless a different meaning is clearly required by the context:

1.1

Amendment or Termination Date

The date on which an amendment to or termination of the Restoration Plan is adopted by the Corporation or, if later, the effective date of such amendment or termination.

1.2

Applicable Minimum Benefits Provisions

(a)

If Basic Plan benefits are payable in a lump sum, Section 6.5(b)(1) of the Basic Plan; and

(b)

If Basic Plan benefits are payable in an annuity method, Section 6.5(b)(2) of the Basic Plan.

1.3

Basic Plan

The Bank of America Pension Plan, as in effect from time to time.

1.4

Beneficiary

The “beneficiary” of a Participant under the Basic Plan unless the Participant elects a different Beneficiary for purposes of the Restoration Plan in accordance with such procedures as the Global Human Resources Group may establish from time to time. If there is no Beneficiary election in effect under the Basic Plan or the Restoration Plan at the time of a Participant’s death, or if the designated Beneficiary fails to survive the Participant, then the Beneficiary shall be the Participant’s surviving spouse, or if there is no surviving spouse, the Participant’s estate.

1.5

Benefit Commencement Date

The date that a Participant’s Restoration Plan Benefit is paid or begins to be paid.

1.6

Change of Control

The occurrence of any of the following events:

(a)

The acquisition by any person, individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (collectively, a “Person”) of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either:

(i)

The then-outstanding shares of common stock of the Corporation (the “Outstanding Shares”); or

(ii)

The combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors of the Corporation (the “Outstanding Voting Securities”);

provided, however, that the following acquisitions shall not constitute a Change of Control for purposes of this subparagraph (a): (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation or any of its subsidiaries, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any of its subsidiaries, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subparagraph (c) below; or

(b)

Individuals who, as of September 30, 1998, constitute the Board of Directors of the Corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Corporation; provided, however, that any individual who becomes a director subsequent to September 30, 1998 and whose election, or whose nomination for election by the Corporation’s shareholders, to the Board of Directors of the Corporation was either (i) approved by a vote of at least a majority of the directors then comprising the Incumbent Board or (ii) recommended by a corporate governance committee comprised entirely of directors who are then Incumbent Board members shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest, other actual or threatened solicitation of proxies or consents or an actual or threatened tender offer; or

(c)

Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless following such Business Combination, (i) all or substantially all of the Persons who were the Beneficial Owners (within the meaning of Rule 13d-3 promulgated under the Exchange Act), respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such Business Combination own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from the Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Shares and Outstanding Voting Securities, as the case may be (provided, however, that for purposes of this clause (i), any shares of common stock or voting securities of such resulting corporation

received by such Beneficial Owners in such Business Combination other than as the result of such Beneficial Owners’ ownership of Outstanding Shares or Outstanding Voting Securities immediately prior to such Business Combination shall not be considered to be owned by such Beneficial Owners for the purposes of calculating their percentage of ownership of the outstanding common stock and voting power of the resulting corporation), (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from the Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from the Business Combination or the combined voting power of the then outstanding voting securities of such corporation unless such Person owned 25% or more of, respectively, the Outstanding Shares or Outstanding Voting Securities immediately prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board of Directors of the Corporation, providing for such Business Combination; or

(d)

Approval by the Corporation’s shareholders of a complete liquidation or dissolution of the Corporation.

Notwithstanding the preceding provisions of this Section, a Change of Control shall not be deemed to have occurred for purposes of the Restoration Plan as a result of the transactions contemplated by that certain Agreement and Plan of Reorganization between the Corporation and BankAmerica Corporation dated April 10, 1998.

1.7

CMG Plan

The Columbia Management Group Mutual Fund Units Plan, as in effect from time to time.

1.8

Code

The Internal Revenue Code of 1986, as amended. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.

1.9

Code Limitations

Any one or more of the limitations and restrictions that Sections 401(a)(17) and 415 of the Code place on the accrual of benefits under the Basic Plan.

1.10

Committee

The committee designated pursuant to Section 3.1 of the Restoration Plan.

1.11

Completion Incentive

An incentive award payable to a Participant upon completion of an assignment outside the United States, which incentive award relates to one or more Plan Years, all pursuant to an incentive arrangement approved for purposes of the Restoration Plan by the Committee.

1.12

Conversion Date

July 1, 1998.

1.13

Corporation

Bank of America Corporation, a Delaware corporation, and any successor thereto.

1.14

Delink Calculation Date

The date determined by the Global Human Resources Group that is no more than 75 days after the Participant’s Termination of Employment.

1.15

EIP

The Bank of America Corporation Equity Incentive Plan, as in effect from time to time.

1.16

Eligible Employee

A Covered Employee as defined in the Basic Plan.

1.17

Employee

A common-law employee of a Participating Employer.

1.18

ERISA

The Employee Retirement Income Security Act of 1974, as amended. References to ERISA shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.

1.19

Global Human Resources Group

The Global Human Resources Group of the Corporation.

1.20

Legacy West Participant

(a)

An Eligible Employee who has an accrued retirement benefit under the BankAmerica Pension Plan as of June 30, 2000 and who is eligible for benefits under the Restoration Plan as provided in Article II; or

(b)

A former Eligible Employee who has an accrued retirement benefit under the BankAmerica Pension Plan as of June 30, 2000 and who is eligible for benefits under the Restoration Plan as provided in Article II.

1.21

Participant

(a)

An Eligible Employee who has a Restoration Account and who is eligible for benefits under the Restoration Plan as provided in Article II;

(b)

A former Eligible Employee who has a Restoration Account and who is eligible for benefits under the Restoration Plan as provided in Article II; or

(c)

A Legacy West Participant.

1.22

Participating Employer

Each “Participating Employer” under (and as defined in) the Basic Plan which has adopted the Restoration Plan. In addition, the Global Human Resources Group, in its sole and exclusive discretion, may designate certain other entities as “Participating Employers” under the Restoration Plan for such purposes as the Global Human Resources Group may determine from time to time.

1.23

Plan Year

The 12-month period commencing January 1 and ending the following December 31.

1.24

Restoration Account

The bookkeeping account established and maintained on the books and records of the Restoration Plan for a Participant pursuant to Article II.

1.25

Restoration Credit

The amount credited to a Participant’s Restoration Account pursuant to Section 2.2(c).

1.26

Restoration Plan

The Bank of America Pension Restoration Plan, as in effect from time to time.

1.27

Restoration Plan Benefit

The amount payable to the Participant under the Restoration Plan as determined in accordance with Section 2.4.

1.28

Rule of 60

At the time of Termination of Employment, a Participant’s having (a) completed at least 10 years of Vesting Service, and (b) attained a combined age and years of Vesting Service equal to at least 60.

1.29

Termination of Employment

For the purposes of the Restoration Plan, whether a “Termination of Employment” has occurred shall be determined consistent with the requirements of Section 409A of the Code and the Bank of America 409A Policy.

1.30

Vesting Service

“Vesting Service” as defined under the Basic Plan.

ARTICLE II

PENSION RESTORATION BENEFITS

2.1

Eligibility for Benefits

A Participant who has a Restoration Plan Benefit determined in accordance with Section 2.4 shall be eligible to receive benefits under the Restoration Plan. The amount of a Participant’s Restoration Plan Benefit shall be determined in accordance with Section 2.4, and the Restoration Plan Benefit shall become payable as provided in Sections 2.5, 2.6 and 2.7 below, as applicable.

2.2

Restoration Accounts

A Restoration Account shall be established and maintained on the books and records of the Restoration Plan for each Participant who has an amount credited in accordance with the provisions of this Section.

(a)

Initial Restoration Account Balance: The Restoration Account established for a Participant shall be credited with an initial balance equal to the excess (if any) of Amount A over Amount B , where:

(i)

Amount A equals the initial balance that would have been credited to the Participant’s “account” under the Basic Plan as of the Conversion Date if (i) the Code Limitations did not apply to the Basic Plan and (ii) the Participant’s “compensation” under the Basic Plan included any amounts which were disregarded because of the Participant’s deferral of such amounts pursuant to an election under the Bank of America 401(k) Restoration Plan or any other nonqualified deferred compensation plan designated by the Global Human Resources Group; and

(ii)

Amount B equals the initial balance actually credited to the Participant’s “account” under the Basic Plan as of the Conversion Date.

(b)

Restoration Credits:

(i)

Timing of Restoration Credits: The Restoration Account of each Participant shall be credited with a Restoration Credit at the end of each Plan Year; provided, however, that the Restoration Account of a Participant whose Termination of Employment occurs during the Plan Year shall be credited with a Restoration Credit within 75 days of such Participant’s Termination of Employment.

(ii)

Amount of Restoration Credits: The Restoration Account of each Participant shall be credited with a Restoration Credit the amount of which shall be equal to the excess (if any) of Amount A over Amount B , where:

(A)

Amount A equals the compensation credit that would have been allocated to the Participant’s “account” under the Basic Plan as of such date if (i) the Code Limitations did not apply to the Basic Plan, (ii) the Participant’s “compensation” under the Basic Plan included the amounts, if any, deferred by the Participant under the Bank of America 401(k) Restoration Plan or any other nonqualified deferred compensation plan designated by the Global Human Resources Group, (iii) the Participant’s “compensation” under the Basic Plan included the “principal amount” (as defined under the EIP) of any annual incentive awards earned for performance periods beginning on or after January 1, 2002, and (iv) the Participant’s “compensation” under the Basic Plan included the “principal amount” (as defined under the CMG Plan) of any annual incentive awards earned for performance periods beginning on or after January 1, 2006; provided, however, that a Participant’s compensation taken into account for purposes of determining this Amount A shall not exceed $250,000 for any Plan Year beginning on or after January 1, 2005 unless the Participant experiences a Termination of Employment during the Plan Year and is rehired within the same Plan Year, in which case the Participant’s compensation taken into account for purposes of determining this Amount A may exceed $250,000 only to the extent necessary to allow such Participant to reach the Code Limitations under the Basic Plan; and

(B)

Amount B equals the compensation credit actually allocated to the Participant’s “account” under the Basic Plan as of such date.

For purposes of determining Amount A, the EIP principal amount and the CMG Plan principal amount for a Participant who is in Band 0 shall be the amount communicated to the Global Human Resources Group by the Corporation’s Executive Compensation Group as the EIP principal amount and the CMG Plan principal amount, as applicable.

(c)

Limit on Certain Incentive Compensation: Notwithstanding any provision of the Restoration Plan to the contrary, for Plan Years ending before January 1, 2005, in no event shall an amount be credited to a Participant’s Restoration Account or otherwise accrued hereunder with respect to any portion of the Participant’s bonuses, commissions or other incentive compensation payable for a Plan Year (inclusive of the EIP principal amount with respect thereto, regardless of the year earned and regardless of whether the cash portion of any such bonus, commission or other incentive compensation is paid currently to the Participant or deferred pursuant to the Bank of America 401(k) Restoration Plan or any other non-qualified deferred compensation plan) in excess of $1,000,000.

2.3

Account Adjustments

(a)

Interest Credits: The portion of each Restoration Account attributable to Restoration Credits made on and after January 1, 2008, if any, shall be adjusted from time to time at such intervals as determined by the Global Human Resources Group based on the yield of the 10-year U.S. Treasury Note. The Global Human Resources Group may determine the frequency of such adjustments by reference to the frequency of account adjustments under another plan sponsored by a Participating Employer.

(b)

Investment Credits: Except as otherwise provided in subsections (d) and (e) of this Section, the portion of each Restoration Account attributable to Restoration Credits made before January 1, 2008, if any, shall be adjusted from time to time at such intervals as determined by the Global Human Resources Group. The Global Human Resources Group may determine the frequency of such adjustments by reference to the frequency of account adjustments under another plan sponsored by a Participating Employer. The amount of the adjustment shall equal the amount that each Participant’s Restoration Account would have earned (or lost) for the period since the last adjustment had the Restoration Account actually been invested in the deemed investment vehicle(s) designated by the Participant for such period pursuant to Section 2.3(c). The Globa

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