First Union Corporation Benefit Restoration Plan

Exhibit 10(d)

First Union Corporation Benefit Restoration Plan

(Effective December 31, 1993)

As amended and restated December 31, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

First Union Corporation Benefit Restoration Plan

(Effective December 31, 1993)

As amended and restated December 31, 2008

Section I.         Establishment and Purpose

1.1           Establishment of the Plan . Wachovia Corporation (formerly named First Union Corporation) (the "Company") established this supplemental retirement plan for eligible employees of the Company and participating Affiliates, effective as of December 31, 1993. This plan is known as the "First Union Corporation Benefit Restoration Plan" (hereinafter called the "Plan"). The Plan was amended and restated as of April 20,1999, and was subsequently amended in certain respects prior to the adoption of this amendment and restatement.

1.2           Purpose of the Plan . The Plan is intended to restore benefits that are curtailed as a result of legal limits that apply to the Pension Plan (as defined below). Participants ceased to accrue benefits under the Plan effective as of December 31, 2007 and any Employee who is not an active or inactive Participant on December 31, 2007 shall not be eligible to participate in the Plan.

The portion of the Plan which restores benefits affected by the limits described in Code section 415 is intended to be an "excess benefit plan" as defined in ERISA section 3(36). The portion of the Plan which restores benefits affected by the compensation limit described in Code section 401(a)(17) is intended to be a plan maintained for the purpose of providing deferred compensation to a "select group of management or highly compensated employees."

1.3           Application of the Plan . The terms of this Plan, as amended and restated, are applicable only to eligible Employees who are in the active employ of the Company or a participating Affiliate on or after December 31, 1993 and only with respect to amounts deferred under the Plan on or after January 1, 2005. The terms of the Plan, as in effect prior to this amended and restated Plan document, shall continue to apply to amounts deferred prior to January 1, 2005. The Plan has been amended to implement changes required pursuant to and consistent with section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Between January 1, 2005 and December 31, 2008 the Plan has been operated in accordance with transition relief established by the Treasury Department and Internal Revenue Service pursuant to Code section 409A. This amendment and restatement is adopted in conformity with final regulations under Code section 409A issued by the Treasury Department on April 10, 2007 and effective January 1, 2009.

Section II.         Definitions

Whenever used hereinafter, the following terms shall have the meanings set forth below unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized. The definition of any term in the singular shall also include the plural and any masculine terminology shall be deemed to refer to either a male or female.

2.1          " Accrued Benefit " means the portion of the Participant’s Accrued Benefit under the Pension Plan attributable to service and compensation credited for periods on or after

January 1, 2005 and determined on the assumption that the Participant had a Termination of Employment on December 31, 2007 (or in the case of a Participant who terminated employment on account of Disability, that the participant had a Disability Retirement Date of December 31, 2007). For purposes of this definition, the terms "Accrued Benefit", "Termination of Employment" and "Disability Retirement Date" shall have the same meaning as assigned to those terms under the Pension Plan, subject to the modifications described herein.

2.2          " Actuarial Equivalent " means a benefit having the same value as the benefit which it replaces, computed on the bases of the actuarial equivalence assumptions in effect under the Pension Plan.

2.3          " Affiliate " means (i) any corporation which is a member of the controlled group of corporations which includes the Company, as determined in accordance with the ownership rules of Code section 1563, without regard, however, to subsections (a)(4) or (e)(3)(C) of such section 1563, (ii) any entity with which the Company would be considered a single employer under Code Section 414(c) and (iii) any other entity in which the Company has a significant equity interest or owns a substantial capital or profits interest.

2.4          " Applicable Federal Rate " means the interest rate provided for under Code section 1274(d) in effect as of (i) the date of a Change of Control, or if elected in writing by the Company and a Participant, at the time a Participant becomes a Participant, (ii) the later of (a) December 31, 1993 or (b) the date an individual becomes a Participant pursuant to Section 3.2.

2.5          " Beneficiary " means the individual designated by the Participant to receive any death benefits payable on the Participant’s behalf under the Pension Plan.

2.6          " Benefit Commencement Date " means the date on which a Participant’s benefits shall commence under Section IV. Except as otherwise provided under section 4.2, a Participant’s Benefit Commencement Date shall be the first day of the month next following the later of —

(a)          the Participant’s Termination of Service; or

(b)          the date on which the Participant attains his or her Earliest Retirement Age.

2.7          " Board " means the board of directors of the Company.

2.8          " Cause " means an act or acts of a Participant’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. For purposes of this definition, no act, or failure to act, on a Participant’s part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

2.9          " Change of Control " means a change in ownership of the Company (as described in subsection (i)) or a change in effective control of the Company (as described in subsection (ii)):

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(i)        Any person or more than one person acting as a group acquires beneficial ownership of Company stock that, together with the Company stock already held by such person or group, represents more than 50 percent of the total voting power of Company stock; provided, however, that if any one person or more than one person acting as a group is considered to own more than 50 percent of the total fair market value or total voting power of Company stock, the acquisition of additional Company stock by the same person or persons is not considered to cause a change in the ownership of the Company for purposes of this subsection (i) or to cause a change in effective control of the Company for purposes of subsection (ii); or

(ii)        Any person or more than one person acting as a group acquires (or has acquired during the twelve-consecutive-month period ending on the date of the most recent acquisition by such person or persons) beneficial ownership of Company stock possessing 30 percent or more of the total voting power of Company stock; or (2) a majority of members of the Board is replaced during a twelve-consecutive-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; provided, however, that if any one person or more than one person acting as a group is considered to effectively control Company for purposes of this subsection (ii), the acquisition of additional control of the Company by the same person or persons is not considered to cause a change in the effective control for purposes of this subsection (ii) or to cause a change in ownership of the Company for purposes of subsection (i).

For purposes of this Section 2.9, the term "group" shall have the meaning provided in Treasury Regulation 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C), as applicable. The term "beneficial ownership" shall have the meaning provided in Treasury Regulation 1.409A-3(i)(5)(v)(iii). Notwithstanding anything in this Section 2.9 to the contrary, an event which does not constitute a change in the ownership or a change in the effective control of the Company, each as defined in Treasury Regulation 1.409A-3(i)(5), shall not constitute a Change of Control for purposes of this Plan.

2.10        " Code " means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time. A reference to a particular section of the Code shall also be deemed to refer to any Treasury Regulations under that section.

2.11        " Company " means Wachovia Corporation and any successor thereto that agrees to adopt and continue the Plan.

2.12        " Disability " means any physical or mental condition which would result in the Participant incurring a "Disability" under disability provisions contained in the Pension Plan.

2.13        " Earliest Retirement Age " means the earliest date on which a Participant could retire and elect to commence benefits under the terms of the Pension Plan, as in effect on December 31, 2008.

2.14        " Employee " means any person who is employed by an Employer.

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2.15        " Employer " means the Company and each Affiliate which has adopted the Plan for the benefit of its eligible Employees.

2.16        " ERISA " means the Employee Retirement Income Security Act of 1974, as amended, or as it may be amended from time to time. A reference to a particular section of ERISA shall also be deemed to refer to the regulations under that section.

2.17        " Lump Sum Actuarial Equivalent " means a single payment which is actuarially equivalent to the annuity benefit due a Participant under the Plan computed using the "applicable interest rate" required by Code sect