401(k) Restoration Plan



 Exhibit 10(f) 
  

					
	BANK OF AMERICA 401(k) RESTORATION PLAN
		 	OFFICER’S CERTIFICATE	 	
		 	 	 	

 The undersigned, an authorized officer in the Global Human Resources Group of Bank of America Corporation (the
“Company”), hereby certifies, determines and resolves that: 
 Merger of Countrywide Financial Corporation Supplemental Savings
and Investment Deferred Compensation Plan. Section 5.6 of the Bank of America 401(k) Restoration Plan (the “Restoration Plan”) provides for Schedule 5.6 to the Restoration Plan, which sets forth the names of the plans that have
merged with and into the Restoration Plan and their respective merger dates. In accordance with Section 5.6 of the Restoration Plan, the Global Human Resources Group has the authority to update Schedule 5.6 from time to time in order to
document additional plan mergers and any special distribution or other rules with respect thereto. Attached hereto as Exhibit A is an updated Schedule 5.6 which (i) reflects the merger of the Countrywide Financial Corporation
Supplemental Savings and Investment Deferred Compensation Plan with and into the Restoration Plan effective April 6, 2009 and (ii) specifies certain special rules with respect to those balances. 
  

							
	Dated:  March 27, 2009	 		  	  /s/ Mark S. Behnke
	  	
		 		  	Mark S. Behnke	  	
		 		  	Global Compensation, Benefits and	  	
		 		  	Shared Services Executive	  	
	 	  	Bank of America Corporation	  	








 EXHIBIT A 
 SCHEDULE 5.6 
  

					
		  	MERGED PLANS AS OF APRIL 1, 2009	  	
		  	 	  	

  

					
	Plan Name	    	Date of Merger	  	 
			
	C&S Policy Committee Supplemental Savings Plan	    	December 31, 2002	  	
			
	C&S Key Executive Supplemental Savings Plan	    	December 31, 2002	  	
			
	C&S/Sovran Supplemental Retirement Plan for Former Sovran Executives (Thrift Restoration Benefits)	    	December 31, 2002	  	
			
	First & Merchants Corporation Deferred Management Incentive Compensation Plan	    	March 31, 1993	  	
			
	Sovran Deferred Compensation Plan	    	March 31, 1993	  	
			
	NationsBank of Texas, N.A. Profit Sharing Restoration Plan	    	March 31, 1993	  	
			
	Thrift Plan Reserve Account Maintained Under the NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan	    	March 31, 1993	  	
			
	Bank South Executive Bonus Deferral Plan	    	July 1, 1996	  	
			
	Boatmen’s Bancshares, Inc. Executive Deferred Compensation Plan	    	December 31, 1997	  	
			
	Fourth Financial Corporation Executive Deferred Compensation Plan	    	December 31, 1997	  	
			
	NationsBank Corporation Key Employee Deferral Plan	    	April 1, 1998	  	
			
	Deferred compensation components of the NationsBank Corporation Executive Incentive Compensation Plan	    	April 1, 1998	  	
			
	Management Excess Savings Plan of Barnett Banks, Inc. and its Affiliates	    	December 31, 1998	  	
			
	BankAmerica Deferred Compensation Plan	    	June 30, 2000	  	
			
	BankAmerica Supplemental Retirement Plan	    	June 30, 2000	  	
			
	ABN AMRO Group Supplemental Savings Plan	    	April 1, 2008	  	
			
	Countrywide Financial Corporation Supplemental Savings and Investment Deferred Compensation Plan	    	April 6, 2009	  	









	I.	Special Rules Applicable to Former Participants of and Balances Merged from the ABN AMRO Group Supplemental Savings Plan (“SSP”): 

  

	 	(a)	Special Payment Elections:  Each Participant with an account balance(s) merged from the ABN AMRO Group Supplemental Savings Plan (“SSP Account
Balance(s)”) who was in the active service of a Participating Employer on April 1, 2008 was given the opportunity during 2008 to make a payment election applicable to the Participant’s SSP Account Balance(s). The Participant could
elect from among the class year payment options set forth in Section 2.8(b), and such election was immediately effective. Notwithstanding the foregoing, such payment election was not applicable to any amounts otherwise payable in 2008 and did
not cause any amounts to be paid in 2008 that would not otherwise be payable in such year. In the event a Participant covered by this Schedule 5.6(I)(a) failed to make a payment election with respect to the Participant’s SSP Account Balance(s),
the payment method shall be a lump sum payment following Termination of Employment as set forth in Section 2.8(b). Any subsequent change to such payment election must comply with the requirements of Section 2.8(c). Payments pursuant to
such election shall otherwise be subject to the requirements of Section 2.8, including the default lump sum payment rules of Section 2.8(d) and the special rules for certain “specified employees” pursuant to Section 2.8(i).
Notwithstanding the foregoing sentence, no default lump sum payment was made pursuant to Section 2.8(d) if such payment would have caused any amounts to be paid in 2008 that would not otherwise have been payable in such year.


  

	 	(b)	Payment Rule Applicable to Terminated SSP Participants  The SSP Account Balance(s) of each Participant who was not in the active service of a Participating Employer
on April 1, 2008 shall be paid to the Participant at the time and in the form applicable to the Participant’s account balance(s) under the SSP on March 31, 2008. Each such Participant shall not have the opportunity to make any
subsequent change to the payment election applicable to the Participant’s SSP Account Balance(s) under the SSP on March 31, 2008 as provided in Section 2.8(c). In all other respects, each such Participant’s rights shall be
determined under the Restoration Plan, and each such Participant shall be subject to all of the restrictions, limitations and other terms and provisions of the Restoration Plan, including the special rules for certain “specified employees”
pursuant to Section 2.8(i), but excluding the default lump sum payment rules of Section 2.8(d). 

  

	 	(c)	Ongoing Restoration Plan Participation:  No former participant in the SSP shall be eligible to otherwise participate in the Restoration Plan unless such participant
becomes eligible to participate in the Restoration Plan under Section 2.1. 









	II.	Special Rules Applicable to Former Participants of and Balances Merged from the Countrywide Financial Corporation Supplemental Savings and Investment Deferred Compensation Plan
(“SSIP”): 

  

	 	(a)	Payment Rule Applicable to SSIP Participants The account balance(s) merged from the Countrywide Financial Corporation Supplemental Savings and Investment Deferred
Compensation Plan (“SSIP Account Balance(s)”) on April 6, 2009 shall be paid to each applicable Participant at the time and in the form applicable to the Participant’s account balance(s) under the SSIP on April 5, 2009. Each
such Participant shall not have the opportunity to make any subsequent change to the payment election applicable to the Participant’s SSIP Account Balance(s) under the SSIP on April 5, 2009 as provided in Section 2.8(c). In all other
respects, each such Participant’s rights shall be determined under the Restoration Plan, and each such Participant shall be subject to all of the restrictions, limitations and other terms and provisions of the Restoration Plan, including the
special rules for certain “specified employees” pursuant to Section 2.8(i), but excluding the default lump sum payment rules of Section 2.8(d). 

  

	 	(b)	Ongoing Restoration Plan Participation: No former participant in the SSIP shall be eligible to otherwise participate in the Restoration Plan unless such participant becomes
eligible to participate in the Restoration Plan under Section 2.1.