MBNA CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN As Amended and Restated Effective January 1, 2005

1.1

Purpose .  The Plan is intended to provide deferred compensation for a select group of management or highly compensated employees or independent contractors of the Employer. The Plan is an unfunded plan that is not intended to be (i) subject to Parts 2, 3 or 4 of Title I, Subtitle B of the Employee Retirement Income Security Act of 1974 (ERISA), or (ii) qualified under Section 401(a) of the Internal Revenue Code.

1.2

Effective Date .  The initial effective date of this Plan was October 20, 1993. The Plan was subsequently amended to provide for Directors’ Fee Deferrals and further amended and restated to provide for Salary Deferrals and deferrals of other special compensation. The Corporation is amending and restating the Plan as set forth herein effective as of January 1, 2005 (unless otherwise provided herein) to (i) provide for the Plan’s compliance with the requirements of Code §409A and (ii) otherwise meet current needs.

2.1

Definitions .  As used herein, the following terms shall have the following meanings:

(a)

Account .  The bookkeeping reserve account established and maintained for each Participant pursuant to Section 5.1 for purposes of determining the amount payable to the Participant pursuant to Article VI.

(b)

Automatic Contributions.   Amounts credited to the Participant’s Account pursuant to Section 4.3 for certain calendar years beginning prior to January 1, 2005.

(c)

Beneficiary.   The person(s) or entity(ies) designated by a Participant to receive Plan benefits in the event of the Participant’s death, such designation to be made in writing on a form satisfactory to the Global HR Group and effective when received by the Global HR Group thereby revoking any and all prior designations. If the Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the aggregate amount then credited to the Participant’s Account shall be paid in a single sum pursuant to Section 6.2 to the Participant’s surviving spouse, or if there is no surviving spouse, then in equal portions to the Participant’s surviving children. If the Participant is not survived by a spouse or children, then such amount shall be paid to the Participant’s estate.

(d)

Board.   The Board of Directors of the Corporation or the Compensation Committee of such Board of Directors acting on behalf of the Board in the exercise of any and all powers and duties of the Board pursuant to this Plan.

(e)

Bonus Deferrals.   Part or all of a Participant’s annual bonus, the receipt of which is deferred by the Participant pursuant to Section 4.1.

(f)

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.

(g)

Committee.   The committee designated pursuant to Article VIII of the Plan. For purposes of the Plan, for calendar years beginning prior to January 1, 2006 the Pension and 401(k) Plan Committee appointed by the Board was the Committee.

(h)

Corporation.   Bank of America Corporation, a Delaware corporation, and any successor thereto. For purposes of the Plan, for calendar years beginning prior to January 1, 2006, MBNA Corporation was the Corporation.

(i)

Deferral Agreement.   The written agreement entered into between the Participant, the Employer and the Corporation pursuant to Article III.

(j)

Employer.   The Corporation, any subsidiary or affiliate of the Corporation which has adopted the Plan and any organization into which an Employer may be merged or consolidated or to which all or substantially all of its assets may be transferred. For purposes of the Plan, for calendar years beginning prior to January 1, 2006, the Employer was the Corporation, its successors and assigns, MBNA America Bank, N.A., and any direct or indirect subsidiary of the Corporation, unless such subsidiary was otherwise designated by the Board as being a subsidiary that was not authorized to participate in this Plan with respect to its employees.

(k)

Global HR Group .  The Global HR Group of the Corporation. For purposes of the Plan, references to the “Global HR Group” for calendar years beginning prior to January 1, 2006 shall be deemed references to the “Committee”.

(l)

Other Deferrals.   Amounts deferred by a Participant pursuant to Section 4.5.

(m)

Participant.   An individual who has elected to participate in the Plan for a calendar year pursuant to Article III, or any other current or former employee who has an Account balance under the Plan.

(n)

Plan.   The MBNA Corporation Executive Deferred Compensation Plan as set forth herein and as amended from time to time.

(o)

Retirement.   The earliest of the following:

(i)

The date on which the Participant completes at least 15 Years of Vesting Service (as defined under the MBNA Corporation Pension Plan) and has a combined age and Years of Vesting Service equal to at least sixty-five (65); or

(ii)

The date on which the Participant attains sixty-five (65) years of age.

(p)

Salary Deferrals.   Part or all of a Participant’s base salary, the receipt of which is deferred by the Participant pursuant to Section 4.2.

(q)

Valuation Date.   The last business day of each calendar month, or such other or additional days as the Global HR Group may deem necessary or appropriate.

(r)

Value Adjustments.   Amounts debited and credited to the Participant’s Account pursuant to Section 5.2.

3.1

Eligibility .

(a)

Eligibility for 2005 Calendar Year

(i)

All employees of the Employer having the title of Executive Vice President or a more senior position (and such other managerial or highly compensated employees of the Employer designated by the Committee) shall be eligible to participate in the Plan with respect to Bonus Deferrals, as described in Section 4.1.

(ii)

All employees of the Employer having the title of Executive Vice President or a more senior position (and such other managerial or highly compensated employees of the Employer designated by the Committee) whose annualized base salary scheduled to be paid during a calendar year exceeds $200,000 (as indexed by the Secretary of the Treasury pursuant to Code §401(a)(17)) shall be eligible to participate in the Plan with respect to Salary Deferrals, as described in Section 4.2.

(iii)

Other individuals, including independent contractors who perform services for the Employer, designated by the Committee to participate in the Plan may defer any amounts received from the Employer pursuant to such rules and procedures as the Committee may establish from time to time.

(b)

Eligibility for 2006 Calendar Year

(i)

All employees of the Employer who (A) are employees of MBNA Corporation (or an affiliate or subsidiary of MBNA Corporation participating in the Plan) on December 31, 2005 and (B) have the title of Executive Vice President or a more senior position with MBNA Corporation (or an affiliate or subsidiary of MBNA Corporation participating in the Plan) on December 31, 2005 (and such other managerial or highly compensated employees designated by the Global HR Group) shall be eligible to participate in the Plan with respect to Bonus Deferrals, as described in Section 4.1.

(ii)

All employees of the Employer (A) who are employees of MBNA Corporation (or an affiliate or subsidiary of MBNA Corporation participating in the Plan) on December 31, 2005, (B) who have the title of Executive Vice President or a more senior position with MBNA Corporation (or an affiliate or subsidiary of MBNA Corporation participating in the Plan) on December 31, 2005 (and such other managerial or highly compensated employees designated by the Global HR Group) and (C) whose annualized base salary scheduled to be paid during the calendar year exceeds $200,000 (as indexed by the Secretary of the Treasury pursuant to Code §401(a)(17)) shall be eligible to participate in the Plan with respect to Salary Deferrals, as described in Section 4.2.

(iii)

Other individuals, including independent contractors, who (A) perform services for the Employer on or before December 31, 2005, and (B) are designated by the Global HR Group to participate in the Plan may defer any amounts received from the Employer pursuant to such rules and procedures as the Global HR Group may establish from time to time.

(c)

Eligibility for 2007 and Later Calendar Years.   Each individual who is a Participant in the Plan on December 31, 2006 shall continue participation hereunder according to the terms of the amended and restated Plan with respect to Salary Deferrals, Bonus Deferrals, Other Deferrals and Automatic Contributions (if any) made prior to January 1, 2007. Notwithstanding anything in this Section to the contrary, no individual shall become eligible to participate in the Plan after December 31, 2006 and no Salary Deferrals, Bonus Deferrals, Other Deferrals or Automatic Contributions shall be made to the Plan with respect to pay periods or performance periods beginning after December 31, 2006.

3.2

Participation .  In order to become a Participant in the Plan for purposes of having Salary Deferrals, Bonus Deferrals and/or Other Deferrals credited to such Participant’s Account, each individual who is eligible pursuant to Section 3.1 must deliver an executed Deferral Agreement to the Global HR Group, in accordance with the following provisions:

(a)

Such Salary Deferral, Bonus Deferral and/or Other Deferral elections shall be made prior to January 1 of the calendar year, provided that a newly hired individual who first becomes eligible to make Salary Deferral, Bonus Deferral and/or Other Deferral elections after the start of the calendar year must deliver an

executed Deferral Agreement to the Global HR Group within thirty (30) days after first becoming eligible to make such Salary Deferral, Bonus Deferral and/or Other Deferral election, as applicable. An election to defer by a newly hired individual made after the start of the calendar year shall only apply prospectively to amounts otherwise payable for the calendar year after the date of the applicable deferral election. A Participant’s election with respect to Salary Deferrals, Bonus Deferrals and/or Other Deferrals shall be effective only with respect to amounts earned during the calendar year specified in the Participant’s Deferral Agreement. A Participant must make a new election prior to January 1 for each calendar year during which such Participant desires to make Salary Deferrals, Bonus Deferrals and/or Other Deferrals.

(b)

If an eligible individual elects to participate in the Plan for a calendar year, separates from service during the calendar year and is subsequently re-hired during the same calendar year as an eligible individual, the election to defer under the Plan with respect to such calendar year that was in effect prior to separation from service shall remain in effect for the calendar year for salary and bonus earned after the re-hire date.

(c)

Each Salary Deferral, Bonus Deferral and Other Deferral election, including the deferral period and the method of distribution elected with respect to such Salary Deferral, Bonus Deferral and/or Other Deferral, shall be irrevocable with respect to a calendar year once the election is made and delivered to the Global HR Group.

4.1

Bonus Deferrals .

(a)

An eligible Participant may elect to defer the right to receive all or any portion of any annual bonus awarded to the Participant with respect to the Participant’s services performed during a calendar year. The amount of such Bonus Deferral must be specified in an executed Deferral Agreement delivered to the Global HR Group in accordance with the provisions of Section 3.2. The applicable Deferral Agreement shall specify the period for which such Bonus Deferral shall be deferred. In no event shall such deferral period be less than two taxable years or, if sooner, until separation from service with the Employer. In the event that the Participant fails to specify a deferral period on the Deferral Agreement attributable to a given year, such Participant’s Bonus Deferral attributable to that calendar year shall be deferred until separation from service with the Employer.

(b)

Notwithstanding anything in the Plan to the contrary, in the event that the Participant elects Salary Deferrals pursuant to Section 4.2 or Other Deferrals

pursuant to Section 4.5, and Bonus Deferrals pursuant to this Section 4.1 with respect to the same calendar year, the deferral period for the Bonus Deferrals, Salary Deferrals and Other Deferrals with respect to that calendar year shall be the same deferral period. The deferral period specified on the first executed Deferral Agreement delivered to the Global HR Group with respect to a calendar year shall be controlling.

(c)

The amount of Bonus Deferrals elected on a Deferral Agreement with respect to a calendar year may not be changed during such calendar year.

(d)

The amount of any annual bonus deferred with respect to any calendar year shall reduce the amount of such bonus otherwise payable to the Participant as of the date such payment otherwise would have been made, and the amount of such reduction shall be credited to the Participant’s Account as of such date.

4.2

Salary Deferrals.

(a)

An eligible Participant may elect to defer the right to receive all or any part (in whole percentages) of that portion of the Participant’s base salary scheduled to be paid during a calendar year at a rate of pay that, when annualized, exceeds $200,000 (as indexed by the Secretary of the Treasury pursuant to Code §401(a)(17)), subject to administrative rules regarding minimum deferral amounts as may be determined in the discretion of the Global HR Group from time to time. The amount of Salary Deferrals must be specified in an executed Deferral Agreement delivered to the Global HR Group in accordance with the provisions of Section 3.2. Any such Salary Deferral election shall apply prospectively for the entire calendar year (or for the balance of the calendar year for newly eligible individuals first making a Salary Deferral election during the calendar year) and shall apply to any and all increases and reductions in base salary that the Participant may receive while the Deferral Agreement on which such Salary Deferral election is specified is in effect. The applicable Deferral Agreement shall specify the period for which such Salary Deferrals shall be deferred. In no event shall such deferral period be less than two taxable years or, if sooner, until separation from service with the Employer. In the event that a Participant fails to specify a deferral period on the Deferral Agreement attributable to a given calendar year, such Participant’s Salary Deferrals attributable to that calendar year shall be deferred until separation from service with the Employer.

(b)

Notwithstanding anything in the Plan to the contrary, in the event that the Participant elects Bonus Deferrals pursuant to Section 4.1 or Other Deferrals pursuant to Section 4.5, and Salary Deferrals pursuant to this Section 4.2 with respect to the same calendar year, the deferral period for the Bonus Deferrals, Salary Deferrals and Other Deferrals with respect to that calendar year shall be the same deferral period. The deferral period specified on the first executed Deferral Agreement delivered to the Global HR Group with respect to a calendar year shall be controlling.

(c)

The amount of Salary Deferrals elected on a Deferral Agreement with respect to a calendar year may not be changed during such calendar year.

(d)

Salary Deferrals pursuant to this Section 4.2 with respect to a calendar year shall reduce the Participant’s regular salary payments on a ratable basis over such calendar year and shall be credited to the Participant’s Account as of the dates of such reductions.

4.3

Automatic Contributions . For certain calendar years beginning prior to January 1, 2005, Automatic Contributions were credited to eligible Participants’ Accounts in accordance with the provisions of the Plan as in effect prior to 2005. Notwithstanding anything in the Plan to the contrary, no Automatic Contributions shall be made for calendar years on or after January 1, 2005. Any Automatic Contributions made to an eligible Participant’s Account prior to January 1, 2005 shall