Exhibit 10(qq)
AGREEMENT REGARDING PARTICIPATION IN THE
MBNA
CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS AGREEMENT (the “Agreement”) is made by and between
Bank of America Corporation, a Delaware corporation (“Bank of
America”), and Richard K. Struthers
(“Executive”).
Statement of Purpose
Executive participates in the MBNA Corporation Supplemental
Executive Retirement Plan (the “SERP”). The parties
desire to amend the SERP as to Executive’s participation
thereunder to provide for the cessation of additional benefit
accruals for Executive with respect to compensation and service for
periods beginning after December 31, 2008. The purpose of this
Agreement is to set forth the terms and conditions of such
cessation of benefit accruals, including without limitation setting
forth (i) the amount of the benefit accrued under the SERP for
Executive as of December 31, 2008 and (ii) the terms and
provisions for the payment of such frozen SERP benefit following a
subsequent termination of employment with Bank of America. The
provisions of this Agreement shall control notwithstanding any
provision of the SERP to the contrary. Unless indicated otherwise,
capitalized terms used herein shall be as defined in the SERP.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, Bank of America and Executive do hereby
agree as follows:
1. SERP
Amendment . Executive’s participation in the SERP is
amended effective as of the date hereof as follows:
(a) Amount of Frozen SERP Benefit .
As of December 31, 2008, Executive had accrued a benefit under
the SERP expressed as an annual annuity commencing at age 60.
Executive previously made an irrevocable election to have the SERP
benefit payable in the form of a lump sum. The parties agree that
the lump sum present value of the SERP benefit as of
December 31, 2008 shall be calculated as follows:
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(i)
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Step 1 : The present value of the age 60 SERP annuity as
of December 31, 2008 based upon Executive’s
“average monthly earnings” (as defined in the SERP) and
the other terms of the SERP in effect as of such date, taking into
account the required offsets under Section 4.03 of the SERP,
shall be determined using (i) the
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“applicable mortality table” under Code
Section 417(e)(3)(B) for December 2008, and (ii) the
“applicable interest rate” under Code
Section 417(e)(3)(C) for December 2008 (i.e., based on the
adjusted first, second and third segment rates per the requirements
of the Pension Protection Act), but without regard to the phase-in
of the segment rates oth
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