Retirement Income Assurance Plan For Legacy Fleet

Exhibit 10(p)

RETIREMENT INCOME ASSURANCE PLAN FOR LEGACY FLEET (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

RETIREMENT INCOME ASSURANCE PLAN FOR LEGACY FLEET

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

TABLE OF CONTENTS


PAGE

ARTICLE I DEFINITIONS 2

1.1 Basic Plan 2

1.2 Beneficiary 2

1.3 Benefit Commencement Date 2

1.4 Cash Balance Participant 2

1.5 Code 2

1.6 Committee 2

1.7 Company 2

1.8 Delink Calculation Date 3

1.9 Global Human Resources Group 3

1.10 Participant 3

1.11 Participating Employer 3

1.12 Plan 3

1.13 Plan Year 3

1.14 Post-2004 Benefit 3

1.15 Post-2004 Cash Balance Benefit 3

1.16 Post-2004 Traditional Benefit 3

1.17 Pre-2005 Benefit 4

1.18 Pre-2005 Cash Balance Benefit 4

1.19 Pre-2005 Traditional Benefit 4

1.20 Termination of Employment 4

1.21 Traditional Participant 4

1.22 Vesting Service 4

ARTICLE II SOURCE OF BENEFIT PAYMENTS 5

2.1 Obligation of Company 5


i

2.2 No Funding Required 5

2.3 No Claim to Specific Benefits 5

ARTICLE III BENEFITS 6

3.1 Pre-2005 Traditional Benefit 6

3.2 Post-2004 Traditional Benefit 6

3.3 Pre-2005 Cash Balance Benefit 7

3.4 Post-2004 Cash Balance Benefit 8

3.5 Payment of Pre-2005 Benefits to Participants 9

3.6 Payment of Post-2004 Benefits to Participants with a Post-2004 Benefit on August 28, 2006 10

3.7 Payment of Post-2004 Benefits to New Participants after August 28, 2006 12

3.8 General Payment Provisions for Post-2004 Benefits 12

3.9 Vesting 13

3.10 Other Payment Provisions 13

ARTICLE IV ADMINISTRATION 14

4.1 Committee 14

ARTICLE V AMENDMENT OR TERMINATION OF PLAN 15

5.1 Amendment and Termination 15

ARTICLE VI MISCELLANEOUS 16

6.1 Assignment or Alienation 16

6.2 Limitation of Rights 17

6.3 Receipt and Release 17

6.4 Governing Law 17

6.5 Status Under ERISA 17

6.6 Compliance with Section 409A of the Code 17

6.7 Severability 17

6.8 Headings and Subheadings 18

6.9 Nonduplication of Benefits 18

6.10 Social Security Tax 18

6.11 Claims Procedure 18

6.12 Payment for Benefit of Incapacitated Individual 18


ii

6.13 Limited Effect of Restatement

18

6.14 Binding Effect

19


iii

RETIREMENT INCOME ASSURANCE PLAN FOR LEGACY FLEET

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 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 sponsors the Retirement Income Assurance Plan for Legacy Fleet (the " Plan" ). The purpose of the Plan is to provide benefits, on a non-qualified and unfunded basis, to certain associates whose benefits under The Bank of America Pension Plan for Legacy Fleet are adversely affected by the limitations of Sections 401(a)(17) and 415 of the Internal Revenue Code, as well as any other limitations that may be placed on highly compensated participants under such plans.

The Corporation is amending and restating the Plan effective January 1, 2009 as set forth herein to (i) reflect certain design changes to the Plan, (ii) provide for the Plan' s documentary compliance with the requirements of Section 409A of the Code and (iii) otherwise meet current needs.

NOW, THEREFORE, for the purposes aforesaid, the Corporation hereby amends and restates the Plan effective January 1, 2009 to consist of the following Articles I through VII:

ARTICLE I

DEFINITIONS

Unless defined herein, any word, phrase or term used in the 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

Basic Plan

The Bank of America Pension Plan for Legacy Fleet, as amended and in effect from time to time.

1.2

Beneficiary

The " beneficiary" of a Participant under the Basic Plan unless the Participant elects a different Beneficiary for purposes of the 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 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.

1.3

Benefit Commencement Date

The date that a Participant' s Pre-2005 Benefit and/or Post-2004 Benefit, as applicable, is paid or begins to be paid.

1.4

Cash Balance Participant

A Participant who is a Cash Balance Participant under the Basic Plan and whose benefits under the Basic Plan are limited by Section 415 or 401(a)(17) of the Code. 1.5

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. 1.6

Committee

The Bank of America Corporate Benefits Committee.

1.7

Company

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


2 1.8

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. 1.9

Global Human Resources Group

The Global Human Resources Group of the Company.

1.10

Participant

(a) A Cash Balance Participant; and

(b) A Traditional Participant.

1.11

Participating Employer

The Company, each subsidiary or affiliate that adopts and participates in the Plan and each successor corporation that continues the Plan. 1.12

Plan

The Retirement Income Assurance Plan for Legacy Fleet as in effect from time to time.

1.13

Plan Year

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

1.14

Post-2004 Benefit

(a) For a Cash Balance Participant, the Post-2004 Cash Balance Benefit; and

(b) For a Traditional Participant, the Post-2004 Traditional Benefit.

1.15

Post-2004 Cash Balance Benefit

The benefit payable under the Plan to a Cash Balance Participant (or the Cash Balance Participant' s Beneficiary) with respect to amounts that become earned or vested after December 31, 2004, determined as of the Cash Balance Participant' s Benefit Commencement Date in accordance with Section 3.4.

1.16

Post-2004 Traditional Benefit

The benefit payable under the Plan to a Traditional Participant (or the Traditional Participant' s Beneficiary) with respect to amounts that become earned or vested after December 31, 2004, determined as of the Traditional Participant' s Benefit Commencement Date in accordance with Section 3.2.


3 1.17

Pre-2005 Benefit

(a) For a Cash Balance Participant, the Pre-2005 Cash Balance Benefit; and

(b) For a Traditional Participant, the Pre-2005 Traditional Benefit.

1.18

Pre-2005 Cash Balance Benefit

The benefit payable under the Plan to a Cash Balance Participant (or the Cash Balance Participant' s Beneficiary) with respect to amounts earned and vested as of December 31, 2004, determined as of the Cash Balance Participant' s Benefit Commencement Date in accordance with Section 3.3.

1.19

Pre-2005 Traditional Benefit

The benefit payable under the Plan to a Traditional Participant (or the Traditional Participant' s Beneficiary) with respect to amounts earned and vested as of December 31, 2004, determined as of the Traditional Participant' s Benefit Commencement Date in accordance with Section 3.1.

1.20

Termination of Employment

For purposes of the 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 to the extent applicable.

1.21

Traditional Participant

A Participant who is a Traditional Participant under the Basic Plan and whose benefits under the Basic Plan are limited by Section 415 or 401(a)(17) of the Code. 1.22

Vesting Service

Vesting Service as defined under the Basic Plan.


4

ARTICLE II

SOURCE OF BENEFIT PAYMENTS

2.1

Obligation of Company

The Company will establish on its books a liability with respect to its obligation for benefits payable under the Plan to Participants (and their Beneficiaries). Each Participant and Beneficiary will be an unsecured general creditor of the Company with respect to all benefits payable under the Plan.

2.2

No Funding Required

Nothing in the Plan will be construed to obligate the Company to fund the Plan. However, the Company may but shall not be required to establish a trust of which the Company is treated as the owner under Subpart E of Subchapter J, Chapter 1 of the Code (a " grantor trust" ) and may deposit funds with the trustee of the trust sufficient to satisfy the benefits provided under the Plan. If the Company establishes such a grantor trust and, if at the time of a " change of control" as defined in the trust, the trust has not been fully funded, the Company shall, within the time and manner specified under such trust, deposit in such trust amounts sufficient to satisfy all obligations under the Plan as of the date of deposit. In all events the Company shall remain ultimately liable for the benefits payable under the Plan, and, to the extent the assets at the disposal of the trustee are insufficient to enable the trustee to satisfy all benefits, the Company shall pay all such benefits necessary to meet its obligations under the Plan.

2.3

No Claim to Specific Benefits

Nothing in the Plan will be construed to give any individual rights to any specific assets of the Company, or any other person or entity.


5

ARTICLE III

BENEFITS

3.1

Pre-2005 Traditional Benefit

(a)

Amount of Pre-2005 Traditional Benefit: The amount of the Pre-2005 Traditional Benefit payable under the Plan to a Traditional Participant (or to the Traditional Participant' s Beneficiary, in the event of the Traditional Participant' s death) is the Traditional Participant' s accrued benefit as of December 31, 2004 determined in accordance with subsection (b) of this Section, valued as a single life annuity at the Traditional Participant' s Benefit Commencement Date using Basic Plan assumptions in effect at the Traditional Participant' s Delink Calculation Date.

(b)

Traditional Participant' s Accrued Benefit as of December 31, 2004: A Traditional Participant' s accrued benefit as of December 31, 2004 is equal to Amount A minus Amount B, assuming benefits commence on January 1, 2005 as a single life annuity and based on the Traditional Participant' s Vesting Service through December 31, 2004 and age as of January 1, 2005, where:

(i)

Amount A is the amount of the accrued benefit the Traditional Participant (or Beneficiary) would have been entitled to receive under the Basic Plan as of December 31, 2004 if " earnings" under the Basic Plan included deferrals of base pay, commissions or non-discretionary incentive pay made under the Bank of America 401(k) Restoration Plan; provided, however, that if the limits of Section 1.14(iv) of the Basic Plan apply to the Traditional Participant, such deferrals will be taken into account under this Section only to the extent the deferrals, when added to the commissions, non-discretionary incentive pay and actual base pay previously counted under the Basic Plan in the same year, do not exceed the limit described in Section 1.14(iv) of the Basic Plan, and the limitations of Sections 401(a)(17) and 415 of the Code (and the provisions of the Basic Plan applying those limitations) did not exist; and

(ii)

Amount B is the amount of the accrued benefit payable to the Traditional Participant (or Beneficiary) under the Basic Plan as of December 31, 2004.

3.2

Post-2004 Traditional Benefit

(a)

Amount of Post-2004 Traditional Benefit: The amount of the Post-2004 Traditional Benefit payable under the Plan to a Traditional Participant (or to the Traditional Participant' s Beneficiary, in the event of the Traditional Participant' s death) is the difference between (i) the lump sum value of the total accrued benefit payable to the Traditional Participant at the Traditional Participant' s Delink Calculation Date determined in accordance with subsection (b) of this


6

Section and (ii) the lump sum value of the Traditional Participant' s accrued benefit as of December 31, 2004 (determined in accordance with Section 3.1(b)) as of the first day of the month on or after the Traditional Participant' s Delink Calculation Date using the Basic Plan assumptions in effect on the first day of the month on or after the Traditional Participant' s Delink Calculation Date (but not less than zero). The Post-2004 Traditional Benefit is valued as of the Traditional Participant' s Benefit Commencement Date using Basic Plan assumptions. (b)

Lump Sum Value of Total Accrued Benefit: The lump sum value of the total accrued benefit payable under the Plan to a Traditional Participant (or to the Traditional Participant' s Beneficiary, in the event of the Traditional Participant' s death) at the Traditional Participant' s Delink Calculation Date is equal to Amount A minus Amount B, assuming that benefits commence as of the first day of the month on or after the Traditional Participant' s Delink Calculation Date as a single life annuity and based on the Traditional Participant' s Vesting Service and age as of the Traditional Participant' s Delink Calculation Date, valued as a lump sum using the Basic Plan assumptions in effect on the first day of the month on or after the Traditional Participant' s Delink Calculation Date where: (i)

Amount A is the amount of the accrued benefit the Traditional Participant (or Beneficiary) would have been entitled to receive under the Basic Plan as of the first day of the month on or after the Traditional Participant' s Delink Calculation Date if " earnings" under the Basic Plan included deferrals of base pay, commissions or non-discretionary incentive pay made under the Bank of America 401(k) Restoration Plan; provided, however, that if the limits of Section 1.14(iv) of the Basic Plan apply to the Traditional Participant, such deferrals will be taken into account under this Section 3.2(b) only to the extent the deferrals, when added to the commissions, non-discretionary incentive pay and actual base pay previously counted under the Basic Plan in the same year, do not exceed the limit described in Section 1.14(iv) of the Basic Plan, and the limitations of Sections 401(a)(17) and 415 of the Code (and the provisions of the Basic Plan applying those limitations) did not exist; and

(ii)

Amount B is the amount of the accrued benefit payable to the Traditional Participant (or Beneficiary) under the Basic Plan as of the first day of the month on or after the Traditional Participant' s Delink Calculation Date.

3.3

Pre-2005 Cash Balance Benefit

(a)

Amount of Pre-2005 Cash Balance Benefit: The amount of the Pre-2005 Cash Balance Benefit payable under the Plan to a Cash Balance Participant (or to the Cash Balance Participant' s Beneficiary, in the event of the Cash Balance Participant' s death) is the Cash Balance Participant' s account balance as of December 31, 2004 determined in accordance with subsection (b) of this Section, increased with interest credits from December 31, 2004 to the Benefit Commencement Date using the Basic Plan' s interest crediting rates.

7 (b)

Pre-2005 Account Balance at December 31, 2004: The Cash Balance Participant' s pre-2005 account balance at December 31, 2004 is determined as Amount A minus Amount B, based on the Basic Plan assumptions and the Cash Balance Participant' s Vesting Service and age as of December 31, 2004 where: (i)

Amount A is the amount of the benefit the Cash Balance Participant (or Beneficiary) would have been entitled to receive under the Basic Plan as of December 31, 2004 (expressed as a lump sum if not otherwise a lump sum) if " earnings" under the Basic Plan included deferrals of base pay, commissions or non-discretionary incentive pay made under the Bank of America 401(k) Restoration Plan; provided, however, that if the limits of Section 1.14(iv) of the Basic Plan apply to the Cash Balance Participant, such deferrals will be taken into account under this Section only to the extent the deferrals, when added to the commissions, non-discretionary incentive pay and actual base pay previously counted under the Basic Plan in the same year, do not exceed the limit described in Section 1.14(iv) of the Basic Plan, and " earnings" under the Basic Plan were not limited by Section 401(a)(17) of the Code, and the limitations of Section 415 of the Code (and provisions of the Basic Plan applying those limitations) did not exist; and (ii)

Amount B is the amount of the benefit payable to the Cash Balance Participant (or Beneficiary) under the Basic Plan as of December 31, 2004 (expressed as a lump sum if not otherwise a lump sum).

3.4

Post-2004 Cash Balance Benefit

(a)

Amount of Post-2004 Cash Balance Benefit: The amount of the Post-2004 Cash Balance Benefit payable under the Plan to a Cash Balance Participant (or to the Cash Balance Participant' s Beneficiary, in the event of the Cash Balance Participant' s death) is the difference between (i) the Cash Balance Participant' s total account balance at the Cash Balance Participant' s Delink Calculation Date determined in accordance with subsection (b) of this Section and (ii) the Cash Balance Participant' s pre-2005 account balance at December 31, 2004 (determined in accordance with Section 3.3(b)), increased with interest from December 31, 2004 to the Delink Calculation Date (but not less than zero). The Post-2004 Cash Balance Benefit is increased with interest credits from the Cash Balance Participant' s Delink Calculation Date to the last business day immediately preceding complete distribution of the Post-2004 Cash Balance Benefit using the Basic Plan' s interest crediting rates. (b)

Total Account Balance at Delink Calculation Date: The total account balance at Delink Calculation Date is determined as Amount A minus Amount B, based on the Basic Plan assumptions and the Cash Balance Participant' s Vesting Service and age as of the Delink Calculation Date where:


8 (i)

Amount A is the amount of the benefit the Cash Balance Participant (or Beneficiary) would have been entitled to receive under the Basic Plan as of the Cash Balance Participant' s Delink Calculation Date (expressed as a lump sum if not otherwise a lump sum) if " earnings" under the Basic Plan included deferrals of base pay, commissions or non-discretionary incentive pay made under the Bank of America 401(k) Restoration Plan; provided, however, that if the limits of Section 1.14(iv) of the Basic Plan apply to the Cash Balance Participant, such deferrals will be taken into account under this subsection only to the extent the deferrals, when added to the commissions, non-discretionary incentive pay and actual base pay previously counted under the Basic Plan in the same year, do not exceed the limit described in Section 1.14(iv) of the Basic Plan, and " earnings" under the Basic Plan were not limited by Section 401(a)(17) of the Code but were limited to an annual maximum of $250,000, and the limitations of Section 415 of the Code (and provisions of the Basic Plan applying those limitations) did not exist; and

(ii)

Amount B is the benefit payable to the Cash Balance Participant (or Beneficiary) under the Basic Plan as of the Cash Balance Participant' s Delink Calculation Date (expressed as a lump sum if not otherwise a lump sum).

Notwithstanding anything in this subsection to the contrary, if a Cash Balance Participant experiences a Termination of Employment during the Plan Year and is rehired within the same Plan Year, such Cash Balance Participant' s " earnings" for the Plan Year may exceed $250,000 only to the extent necessary to allow such Cash Balance Participant to reach the Section 401(a)(17) of the Code limit in the Basic Plan.

3.5

Payment of Pre-2005 Benefits to Participants
...