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Bank of America 401(K) Restoration Plan

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Exhibit 10(e)

BANK OF AMERICA 401(K) RESTORATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

BANK OF AMERICA 401(K) RESTORATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS 2 1.1 Account 2 1.2 Associate 2 1.3 Base Salary 2 1.4 Beneficiary 2 1.5 Class Year Deferrals 2 1.6 Code 3 1.7 Code Limitations 3 1.8 Committee 3 1.9 Completion Incentive 3 1.10 Corporation 3 1.11 Deferral Account 3 1.12 EIP 4 1.13 Eligible Associate 4 1.14 Eligible Incentive Award 4 1.15 ERISA 4 1.16 401(k) Plan 4 1.17 Global Human Resources Group 4 1.18 Make-up Contribution Restoration Account 4 1.19 Matchable Compensation 5 1.20 Matchable Deferrals 5 1.21 Matching Contribution Restoration Account 5 1.22 Match Rate 5 1.23 MFIP 5 1.24 Participant 5 1.25 Participating Employer 5 1.26 Plan Year 6


i 1.27 Pre-2005 Account 6 1.28 Restoration Plan 6 1.29 Rule of 60 6 1.30 Termination of Employment (or to Terminate Employment) 6 1.31 2005 Account 6 1.32 Vesting Service 6

ARTICLE II DEFERRED COMPENSATION PROVISIONS 7 2.1 Eligibility 7 2.2 Form and Time of Elections 7 2.3 Deferrals 8 2.4 Matching and Make-up Contributions 9 2.5 Account Adjustments 10 2.6 Vesting of Accounts 11 2.7 Special Payment Elections 11 2.8 Distribution Provisions 11 2.9 General Payment Provisions 18 2.10 Catch-Up Contributions 18 2.11 Special Provisions Related to Completion Incentives 18 2.12 Other Contributions 19

ARTICLE III PLAN ADMINISTRATION 20 3.1 Committee 20

ARTICLE IV AMENDMENT AND TERMINATION 21 4.1 Amendment and Termination 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


ii

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 25


iii

BANK OF AMERICA 401(K) RESTORATION PLAN

(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 Bank of America 401(k) Restoration Plan (the " Restoration Plan" ). The purpose of the Restoration Plan is to provide benefits, on a non-qualified and unfunded basis, to certain associates whose benefits under The Bank of America 401(k) Plan or The Bank of America 401(k) Plan for Legacy Companies are adversely affected by the limitations of Sections 401(a)(17), 401(k)(3), 401(m), 402(g) 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 Restoration Plan effective January 1, 2009 as set forth herein to (i) reflect certain design changes to the Restoration Plan, (ii) provide for the Restoration 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 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 Plan shall have the meaning given to it in the 401(k) Plan. However, the following terms have the following meanings unless a different meaning is clearly required by the context: 1.1

Account

Collectively, the Deferral Account, Matching Contribution Restoration Account, Make-up Contribution Restoration Account and a predecessor company Account (if any). 1.2

Associate

A common law employee of a Participating Employer who is identified as an employee in the personnel records of the Participating Employer.

1.3

Base Salary

The portion of the Eligible Associate' s compensation treated as base salary or wages by the Eligible Associate' s Participating Employer, or for an Eligible Associate who receives commissions, the portion of the Eligible Associate' s compensation treated as draw by the Eligible Associate' s Participating Employer.

1.4

Beneficiary

The " Beneficiary" of a Participant under the 401(k) 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 401(k) 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

Class Year Deferrals

(a)

For each Plan Year, the deferrals of a Participant' s Base Salary under Section 2.3(b) for the Plan Year plus the deferral under Section 2.3(c) of any portion of the Participant' s Eligible Incentive Award earned for services rendered during the Plan Year, including any related adjustments for deemed investments in accordance with Section 2.5. (b)

In addition, in accordance with Section 2.8(a)(ii), all matching contributions credited to the Restoration Plan for a Participant after 2005 under Section 2.4 plus any other amounts credited to the Restoration Plan for the Participant after 2005 under Section 2.12, including any related adjustments for deemed investments in accordance with Section 2.5, shall collectively constitute one separate set of Class Year Deferrals for the Participant.


2 (c)

In addition, in accordance with Section 2.8(a)(iii), all make-up contributions credited to the Restoration Plan for a Participant under Section 2.4(d), including any related adjustments for deemed investments in accordance with Section 2.5, shall collectively constitute one separate set of Class Year Deferrals for the Participant. 1.6

Code

The Internal Revenue Code of 1986. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder. 1.7

Code Limitations

Any one or more of the limitations and restrictions that Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Code place on the pre-tax retirement savings contributions and employer matching contributions for a Participant under the 401(k) Plan. In addition, Code Limitations means and refers to any other limitations on contributions under the 401(k) Plan or established by the 401(k) Plan administrative committee with respect to highly compensated participants.

1.8

Committee

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

1.9

Completion Incentive

An incentive award payable to an Eligible Associate 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.

1.10

Corporation

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

1.11

Deferral Account

The account established and maintained on the books of a Participating Employer to record a Participant' s interest under the Restoration Plan attributable to amounts credited to the Participant pursuant to Section 2.3.


3 1.12

EIP

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

1.13

Eligible Associate

For a Plan Year, an Associate who the Global Human Resources Group has determined satisfies the eligibility requirements set forth in Section 2.1 for the Plan Year. 1.14

Eligible Incentive Award

(a)

Any commissions; and

(b)

Any incentive awards payable in cash pursuant to (i) the Bank of America Executive Incentive Compensation Plan or (ii) any other incentive compensation plan of the Corporation or any of its Subsidiaries approved for purposes of this Restoration Plan by the Committee. Eligible Incentive Awards may be payable annually, quarterly, or on such other basis as provided by the applicable plan. Eligible Incentive Awards shall not include contest prizes, hiring, retention or employment referral bonuses, one-time bonuses, suggestion program awards or any severance or similar benefits. 1.15

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. 1.16

401(k) Plan

With respect to an Eligible Associate, the applicable tax-qualified 401(k) plan in which the Eligible Associate participates: namely, either The Bank of America 401(k) Plan or The Bank of America 401(k) Plan for Legacy Companies, as such plans are in effect from time to time.

1.17

Global Human Resources Group

The Global Human Resources Group of the Corporation.

1.18

Make-up Contribution Restoration Account

The account established and maintained on the books of a Participating Employer to record a Participant' s interest under the Restoration Plan attributable to amounts credited to the Participant pursuant to Section 2.4(d) of the Restoration Plan.


4 1.19

Matchable Compensation

The total gross Base Salary and Eligible Incentive Awards payable to a Participant during the portion of a Plan Year (if any) during which the Participant is eligible to receive matching contributions under the 401(k) Plan; provided, however, that in no event shall Matchable Compensation for the Plan Year exceed $250,000.

1.20

Matchable Deferrals

The aggregate pre-tax retirement savings contributions made by a Participant under the 401(k) Plan during the portion of a Plan Year (if any) during which the Participant is eligible to receive matching contributions under the 401(k) Plan plus the aggregate deferrals of Base Salary and Eligible Incentive Awards made by the Participant under the Restoration Plan during such period.

1.21

Matching Contribution Restoration Account

The account established and maintained on the books of a Participating Employer to record a Participant' s interest under the Restoration Plan attributable to amounts credited to the Participant pursuant to Section 2.4(b) or Section 2.4(c) of the Restoration Plan.

1.22

Match Rate

The Participant' s Matchable Deferrals for the Plan Year divided by the Participant' s Matchable Compensation for the Plan Year; provided, however, that in no event shall the Match Rate for the Plan Year exceed 5%. 1.23

MFIP

The Columbia Management Group Mutual Fund Incentive Plan adopted by the Corporation, as in effect from time to time.

1.24

Participant

An Eligible Associate who has elected to participate in the Restoration Plan for a Plan Year, or any other current or former Associate who has an Account balance under the Restoration Plan. 1.25

Participating Employer

(a)

The Corporation;

(b)

Each other " Participating Employer" under (and as defined in) the 401(k) Plan on the date hereof; (c)

Any other incorporated or unincorporated trade or business which may hereafter adopt both the 401(k) Plan and the Restoration Plan.


5

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. 1.26

Plan Year

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

1.27

Pre-2005 Account

Deferrals, matching contributions or any other contributions that were credited to the Restoration Plan prior to 2005, including any related adjustments for deemed investments in accordance with Section 2.5. 1.28

Restoration Plan

The Bank of America 401(k) Restoration Plan as in effect from time to time.

1.29

Rule of 60

At the time of Termination of Employment, a Participant' s having (i) completed at least 10 years of Vesting Service; and (ii) attained a combined age and years of Vesting Service equal to at least 60. 1.30

Termination of Employment (or to Terminate 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.

1.31

2005 Account

(a)

Deferrals, matching contributions or any other contributions that were credited to the Restoration Plan during 2005; plus (b)

Any deferral of an Eligible Incentive Award for performance year 2005 credited to the Restoration Plan after 2005; in each case including any related adjustments for deemed investments in accordance with Section 2.5. 1.32

Vesting Service

" Vesting Service" as defined under the tax-qualified pension plan sponsored by Bank of America in which the Participant participates (namely, either The Bank of America Pension Plan, The Bank of America Pension Plan for Legacy Fleet, The Bank of America Pension Plan for Legacy MBNA, The Bank of America Pension Plan for Legacy UST or The Bank of America Pension Plan for Legacy LaSalle, as such plans are in effect from time to time).

6

ARTICLE II

DEFERRED COMPENSATION PROVISIONS

2.1

Eligibility

(a)

Determination of Eligible Associates: Prior to each Plan Year, or at such other times as the Global Human Resources Group shall determine consistent with applicable law, the Global Human Resources Group shall determine which Associates shall be Eligible Associates for such Plan Year in accordance with the provisions of this Section. (b)

Eligible Associates: An Associate shall be an Eligible Associate with respect to a Plan Year if the Global Human Resources Group determines that the Associate either:

(i)

Has an annual rate of Base Salary as of the date of eligibility determination equal to or exceeding the limitation of Section 401(a)(17) of the Code for the previous Plan Year; or

(ii)

Had total cash compensation for the one-year period immediately prior to the date of eligibility determination equal to or exceeding the limitation of Section 401(a)(17) of the Code for the previous Plan Year.

A newly hired Associate shall not be an Eligible Associate unless and until the Associate satisfies the foregoing eligibility requirements for the Plan Year after the Plan Year in which the Associate is hired. (c)

Administrative Procedures: The Global Human Resources Group, in its discretion, shall establish the administrative procedures with respect to the foregoing eligibility determinations, including without limitation the measurement of total cash compensation for any period. Notwithstanding the foregoing, the Global Human Resources Group may, in its discretion, determine that an Associate or group of Associates who otherwise meet the foregoing requirements are nonetheless ineligible to participate in the Restoration Plan.

2.2

Form and Time of Elections

Each Eligible Associate for a Plan Year may elect to defer under the Restoration Plan such amounts as provided by this Article II in accordance with the procedures set forth in this Section 2.2. Such deferral elections shall be made prior to January 1 of the Plan Year. All elections made under this Section 2.2 shall be made in writing on a form, or pursuant to such other non-written procedures, as may be prescribed from time to time by the Global Human Resources Group and shall be irrevocable for such Plan Year. In addition, if an Eligible Associate elects to defer any Base Salary or Eligible Incentive Awards under the Restoration Plan for a Plan Year, any election by the Eligible Associate


7

to defer compensation under the 401(k) Plan shall also be irrevocable for the Plan Year. An election by an Eligible Associate under this Section 2.2 shall continue in effect for all subsequent Plan Years (during which the Eligible Associate remains an Eligible Associate) unless and until changed or terminated by the Eligible Associate in accordance with procedures established from time to time by the Global Human Resources Group. Any such change in or termination of an election under this Section 2.2 shall be effective as of the January 1 of the next succeeding Plan Year and shall be irrevocable for such Plan Year. If an Eligible Associate elects to participate in the Restoration Plan for a Plan Year, Terminates Employment during the Plan Year and is subsequently re-hired during the same Plan Year as an Eligible Associate, the election to defer under the Restoration Plan with respect to such Plan Year that was in effect prior to Termination of Employment shall remain in effect for the Plan Year after the re-hire date.

2.3

Deferrals

(a)

Deferral Accounts: A Participating Employer shall establish and maintain on its books a Deferral Account for each Eligible Associate employed by such Participating Employer who elects pursuant to Section 2.2 to defer the receipt of any amount under the Restoration Plan. Such Deferral Account shall be designated by the name of the Eligible Associate for whom established. The amount to be deferred under this Section 2.3 for a payroll period shall be credited to such Deferral Account on, or as soon as administratively practicable after, the payroll date. See Section 2.10 regarding the effect of " catch-up" contribution elections under the 401(k) Plan.

(b)

Election to Defer Base Salary: An Eligible Associate for a Plan Year may elect pursuant to Section 2.2 to defer up to 30% of the Eligible Associate' s Base Salary for the Plan Year; provided, however, that no such deferral shall be made unless and until no additional deferrals may be made to the 401(k) Plan because of the Code Limitations. (c)

Election to Defer Eligible Incentive Awards: Each Eligible Associate for a Plan Year may elect pursuant to Section 2.2 to defer up to 90% of any Eligible Incentive Award otherwise payable to the Eligible Associate for services rendered during the Plan Year (regardless of whether the Eligible Incentive Award is payable during or after the applicable Plan Year). Such deferral shall be made without regard to the Code Limitations. Any portion of an Eligible Incentive Award not deferred under the Restoration Plan shall be excluded from the Eligible Associate' s compensation under the 401(k) Plan in accordance with, and subject to, the terms and provisions of the 401(k) Plan (and therefore shall not be included in determining the amount of the Eligible Associate' s pre-tax retirement savings contributions or employer matching contributions under the 401(k) Plan).


8 2.4

Matching and Make-up Contributions

(a)

Matching Contribution Restoration Account and Make-up Contribution Restoration Account: A Participating Employer shall establish and maintain on its books a Matching Contribution Restoration Account and/or a Make-up Contribution Restoration Account for each Eligible Associate employed by such Participating Employer who is credited with a matching and/or make-up contribution under this Section 2.4. Such Matching Contribution Restoration Account and/or Make-up Contribution Restoration Account shall be designated by the name of the Eligible Associate for whom established. (b)

Matching Contributions for Restoration Plan Deferrals: Subject to the provisions of Section 2.4(e), if a Participant defers any amount under the Restoration Plan during a Plan Year in which the Participant is eligible to receive matching contributions under the 401(k) Plan, the Participant shall be eligible to be credited with a matching contribution to the Participant' s Matching Contribution Restoration Account for the Plan Year. The amount of the matching contribution shall equal Amount A less Amount B (but not less than zero), where: (i)

Amount A equals the Participant' s Match Rate for the Plan Year multiplied by the Participant' s Matchable Compensation for the Plan Year; and

(ii)

Amount B equals the aggregate amount of matching contributions allocated to the Participant' s account under the 401(k) Plan for each payroll period ending during the Plan Year plus the amount of any additional " true-up" match under the 401(k) Plan for the Plan Year.

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