Bank of America Director Deferral Plan



 Exhibit 10(g) 
 BANK OF AMERICA CORPORATION 
 DIRECTOR DEFERRAL PLAN 
 As Amended and Restated Effective January 1, 2005 
  

	1.	Name: 

 This plan shall be known as the “Bank
of America Corporation Director Deferral Plan” (the “Plan”). 
  

	2.	Purpose and Intent: 

 The purpose of the Plan is to
provide Nonemployee Directors with the opportunity to defer some or all of their compensation received as directors of Bank of America Corporation (the “Corporation”). The Corporation is hereby amending and restating the Plan effective as
of January 1, 2005 (the “Restatement Date”) to reflect certain design changes in order for the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and otherwise meet current
needs. It is the intent of the Corporation that amounts deferred under the Plan by a Nonemployee Director shall not be taxable to the Nonemployee Director for income tax purposes until the time actually received by the Nonemployee Director. The
provisions of the Plan shall be construed and interpreted to effectuate such intent. 
  

	3.	Definitions: 

 For purposes of the Plan, the
following terms shall have the following meanings: 
 “Accounts” of a Participant mean collectively the Participant’s
Cash Account and the Participant’s Stock Account. 
 “Annual Cash Award” means the fee payable in cash at each annual
stockholders meeting to Nonemployee Directors for their services as directors of the Corporation. 
 “Annual Stock Award”
means the award of Restricted Stock made under Section 5 of the Stock Plan. 
 “Board” means the Board of Directors of
the Corporation. 
 “Cash Account” means the account maintained in dollars on the books of the Corporation to record a
Participant’s interest under the Plan attributable to any Cash Compensation deferred by the Participant into the Cash Account pursuant to paragraph 5(c)(ii) below, as adjusted from time to time pursuant to the terms of the Plan. 
 “Cash Compensation” means each of the following payable to a Nonemployee Director: (i) the Annual Cash Award and (ii) any
Committee Chairperson Retainer Fee. 
 “Claim” means a claim for benefits under the Plan. 
 “Claimant” means a person making a Claim. 







 “Committee Chairperson Retainer Fee” means the annual retainer fee payable to certain
Nonemployee Directors of the Corporation for their services as chairpersons of certain committees of the Board, and includes any lead director retainer fee. 
 “Common Stock” means the common stock of the Corporation. 
 “Compensation
Committee” means the committee of individuals who are serving from time to time as the members of the Compensation Committee of the Board. 
 “Corporate Benefits Committee” means the committee of individuals who are serving from time to time as the members of the Corporate Benefits Committee of the Corporation. 
 “GHR Group” means the group of employees designated from time to time by the Corporation as part of the global human resources function.

 “Corporation” is defined in Paragraph 2 as Bank of America Corporation, a Delaware corporation, and any successor
thereto. 
 “Fair Market Value” of a share of Common Stock on any date means the closing price of a share as reflected in
the report of composite trading of New York Stock Exchange listed securities for that day (or, if no shares were publicly traded on that day, the immediately preceding day that shares were so traded) published in The Wall Street Journal [Eastern
Edition] or in any other publication selected by the Plan Administrator; provided, however, that if the shares are misquoted or omitted by the selected publication(s), the Plan Administrator shall directly solicit the information
from officials of the stock exchanges or from other informed independent market sources. 
 “Nonemployee Director” means an
individual who is a member of the Board, but who is not an employee of the Corporation or any of its subsidiaries. 
 “Participant” means a Nonemployee Director who has elected to participate in the Plan as provided in paragraph 5(b) below. 
 “Plan Administrator” means the GHR Group, or such other person or entity designated as the “Plan Administrator” for purposes of the Plan by the Compensation Committee. 
 “Plan Year” means the twelve (12) month period beginning January 1 and ending December 31. 
 “Restricted Stock” means “Restricted Stock” as defined under the Stock Plan. 
 “Stock Account” means the account maintained in Stock Units on the books of the Corporation to record a Participant’s interest
under the Plan attributable to any Cash Compensation deferred by the Participant into the Stock Account pursuant to paragraph 5(c)(ii) below and any Stock Compensation deferred under the Plan, as adjusted from time to time pursuant to the terms of
the Plan. 
 “Stock Compensation” means the Annual Stock Award. 







 “Stock Plan” means the Bank of America Corporation Directors’ Stock Plan, as the
same may be amended from time to time. 
 “Stock Unit” means a unit having a value as of a given date equal to the Fair
Market Value of one (1) share of Common Stock on such date. 
  

	4.	Administration: 

 The Plan Administrator shall be
responsible for administering the Plan. The Plan Administrator shall have all of the powers necessary to enable it to properly carry out its duties under the Plan. Not in limitation of the foregoing, the Plan Administrator shall have the power to
construe and interpret the Plan and to determine all questions that shall arise hereunder. The Plan Administrator shall have such other and further specified duties, powers, authority and discretion as are elsewhere in the Plan either expressly or
by necessary implication conferred upon it. The Plan Administrator may appoint such agents as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Plan Administrator may
deem expedient or appropriate that are not inconsistent with the intent of the Plan. The decision of the Plan Administrator upon all matters within its scope of authority shall be final and conclusive on all persons, except to the extent otherwise
provided by law. 
  

	5.	Operation: 

 (a) Eligibility. Each
Nonemployee Director shall be eligible to participate in the Plan. 
 (b) Elections to Defer. A Nonemployee Director may become a
Participant in the Plan for a Plan Year by irrevocably electing, on a form provided by the Plan Administrator, to defer all or any portion of each of the following amounts payable during the Plan Year, with separate deferral elections to be made for
each: (i) the Annual Cash Award, (ii) the Annual Stock Award, and (iii) any Committee Chairperson Retainer Fee. In order to be effective, a Nonemployee Director’s election to defer must be executed and returned to the Plan
Administrator on or before the date specified by the Plan Administrator for such purpose. Such election must be made prior to the beginning of the Plan Year to which the election relates; provided, however, that an individual who first becomes a
Nonemployee Director after the start of a Plan Year may make such deferral election within thirty (30) days after first becoming a Nonemployee Director. 
 (c) Establishment of Accounts. 
 (i) The Corporation shall establish and maintain on its books a Cash
Account and a Stock Account for each Participant. Each Account shall be designated by the name of the Participant for whom established. 
 (ii) Any Cash Compensation deferred by a Participant shall be credited to the Participant’s Cash Account or Stock Account as the Participant shall elect. The election shall be made at the time determined by the Plan Administrator and
on the form provided by the Plan Administrator. A separate election directing deferral to the Cash Account or Stock Account shall 








 
be permitted with respect to each separate component of Cash Compensation being deferred. If no election is made, any Cash Compensation deferred shall be
credited to the Participant’s Cash Account. To the extent any Cash Compensation is to be credited to a Participant’s Cash Account, such amounts shall be credited to the Cash Account as of the date the amounts would have otherwise been paid
to the Participant. To the extent any Cash Compensation is to be credited to a Participant’s Stock Account, the Stock Account shall be credited as of the date the amounts would have otherwise been paid to the Participant with the number of
Stock Units equal to the dollar amount of the deferral divided by the Fair Market Value of a share of Common Stock on such date. 
 (iii) Any
Stock Compensation deferred by a Participant shall be credited to the Participant’s Stock Account in a number of “Stock Units” equal to the number of shares of Restricted Stock being deferred (including any fractional shares). The
Stock Units shall be credited to the Participant’s Stock Account as of the date the shares of Restricted Stock would have otherwise been awarded under the Stock Plan. 
 (d) Account Adjustments: Cash Account. As of the last day of each calendar month, each Cash Account shall be adjusted for such month so that the
level of investment return of the Cash Account shall be substantially equal to the ask yield of the most recent auction of 30-year Treasury bonds, as quoted for the last business day of the immediately preceding calendar month in the Wall Street
Journal (Eastern Edition), or if such quotations are not available in the Wall Street Journal, in a similar financial publication selected by the Plan Administrator. 
 (e) Account Adjustments: Stock Account. Each Stock Account shall be credited additional full or fractional Stock Units for cash dividends paid on
the Common Stock based on the number of Stock Units in the Stock Account on the applicable dividend record date and calculated based on the Fair Market Value of the Common Stock on the applicable dividend payment date. Each Stock Account shall also
be equitably adjusted as determined by the Plan Administrator in the event of any stock dividend, stock split or similar change in the capitalization of the Corporation. 
 (f) Payment. 
 (i) Special Payment Elections for 2006. Each Participant who is a Nonemployee
Director of the Corporation as of a date specified by the Plan Administrator prior to December 31, 2006 shall be given the opportunity during an election window, specified by the Plan Administrator and ending no later than December 31,
2006, to make a payment election applicable to the aggregate balance of the Participant’s Accounts. The Participant may elect from the payment options set forth in Paragraph 5(f)(ii) below, and such election shall be immediately effective;
provided, however, that a Participant may not elect to receive during 2006 any payment that would otherwise be payable in a future year; and provided further, that a Participant may not make a new payment election with respect to payments the
Participant is otherwise scheduled to receive during 2006. In the event a Participant covered by this Paragraph 5(f)(i) fails to make a payment election on or before December 31, 2006, under this Paragraph 5(f)(i), the payment method shall be
(x) the payment method most recently elected by the Participant under the Plan according to the records of the Plan Administrator, even if that prior payment election had not yet become effective, or (y) in the absence of any such prior
payment 








 
election, a single payment following termination of service as a member of the Board as set forth in Paragraph 5(f)(ii)(A) below. Any subsequent change to
such payment election must comply with the requirements of Paragraph 5(f)(iii) below. Payments pursuant to such election shall otherwise be subject to the requirements of this Paragraph 5(f). 
 (ii) Payment Options. For a Participant who first participates in the Plan in 2007 or any later year, the Participant shall be given the
opportunity to elect one of the following payment options at the time the Participant first elects to defer under the Plan: 
 (A) Single Cash Payment Following Termination of Service as Board Member. If a Participant to whom the single cash payment method applies terminates services with the Corporation as a member of the Board, such Participant’s
Accounts shall continue to be credited with adjustments under paragraph 5(d) and paragraph 5(e) above through December 31 of the calendar year in which such termination of services occurred. The number of Stock Units in the Stock Account as of
such December 31 shall be converted to cash based on the Fair Market Value of the Common Stock on such date, and such cash amount together with the final Cash Account balance as of such December 31 shall be paid in a single cash payment to
the Participant (or to the Participant’s designated beneficiary in the case of the Participant’s termination of services as the result of the Participant’s death) by January 31 of the following calendar year. 
 (B) Annual Installments Following Termination of Service as Board Member. A Participant may elect to receive annual installments
over a period of five (5) or ten (10) years. If a Participant to whom the annual installments method applies terminates service with the Corporation as a member of the Board, the amount of such annual installments shall be calculated and
paid pursuant to the provisions of this paragraph 5(f)(ii)(B). The Participant’s Accounts shall continue to be credited with adjustments under paragraph 5(d) and paragraph 5(e) above until the Accounts are fully paid out. The first installment
shall be paid by January 31 of the calendar year immediately following the calendar year in which such termination of services occurred, and each subsequent installment shall be paid by January 31 of each subsequent calendar year. Each
payment shall be equal to (i) the sum of the Participant’s balance in each Account as of December 31 of the calendar year immediately preceding the calendar year of payment, multiplied by (ii) a fraction, the numerator of which
is one and the denominator is the number of installments remaining, including the current year’s payment. For purposes of the preceding sentence, the balance of the Stock Account shall be equal to the number of the Participant’s Stock
Units as of each December 31 multiplied by the Fair Market Value of the Common Stock on such date. 
 A Participant’s election
shall be made on the election form used by the Participant for making such Participant’s initial deferral election and shall be effective with respect to the aggregate balance of the Participant’s Accounts. A Participant who fails to make
a payment election in accordance with the provisions of Paragraph 5(f)(ii) shall be deemed to have elected a single cash payment to be paid in accordance with the requirements of Paragraph 5(f)(ii)(A). 







 (iii) Subsequent Changes to Payment Elections. A Participant whose services as a member of the
Board have not terminated may change the form of payment elected under Paragraphs 5(f)(i) or (ii) above only if (A) such election is made at least twelve (12) months prior to the date payment would have otherwise commenced and
(B) the effect of such elections is to defer commencement of such payment by at least five (5) years. For purposes of this Paragraph 5(f)(iii), a series of installment payments over five or ten years is treated as a single payment to be
made in the year that the first installment would have otherwise been paid. 
 (iv) Death. If a Participant dies after having
commenced installment payments, any remaining unpaid installment payments shall be paid to the Participant’s beneficiary as and when they would have otherwise been paid to the Participant had the Participant not died. If a Participant’s
termination of service as Board member is due to his death, the Participant’s Account shall be payable to the Participant’s beneficiary in a single payment to be made as soon as administratively practicable after the date of the
Participant’s death. Participants shall designate a beneficiary under the Plan on a form furnished by the Plan Administrator, and if a Participant does not have a beneficiary designation in effect, the designated beneficiary shall be the
Participant’s estate. 
 (v) Other Payment Provisions. Subject to the provisions of Paragraph 6, a Participant shall not be paid
any portion of the Participant’s Accounts prior to the Participant’s termination of service as a member of the Board. Any payment hereunder shall be subject to applicable withholding taxes. If any amount becomes payable under the
provisions of the Plan to a Participant, beneficiary or other person who is a minor or an incompetent, whether or not declared incompetent by a court, such amount may be paid directly to the minor or incompetent person or to such person’s legal
representative (or attorney-in-fact in the case of an incompetent) as the Plan Administrator, in its sole discretion, may decide, and the Plan Administrator shall not be liable to any person for any such decision or any payment pursuant thereto.

 (j) Withdrawals on Account of an Unforeseeable Emergency. A Participant who is in active service as a member of the Board of
Directors of the Corporation may, in the Plan Administrator’s sole discretion, receive a payment of all or any part of the amounts previously credited to the Participant’s Cash Account (but not Stock Account) in the case of an
“unforeseeable emergency.” A Participant requesting a payment pursuant to this subparagraph (j) shall have the burden of proof of establishing, to the Plan Administrator’s satisfaction, the existence of such “unforeseeable
emergency,” and the amount of the payment needed to satisfy the same. In that regard, the Participant shall provide the Plan Administrator with such financial data and information as the Plan Administrator may request. If the Plan Administrator
determines that a payment should be made to a Participant under this subparagraph (j), such payment shall be made within a reasonable time after the Plan Administrator’s determination of the existence of such “unforeseeable emergency”
and the amount of payment so needed. As used herein, the term “unforeseeable emergency” means a severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of
the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that shall constitute an
“unforeseeable emergency” shall depend upon the facts of each case, but, in any case, payment may not be made to the extent that 








 
such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. Examples of what are not considered to be “unforeseeable emergencies” include the need to send a Participant’s
child to college or the desire to purchase a home. Withdrawals of amounts because of an “unforeseeable emergency” shall not exceed an amount reasonably needed to satisfy the emergency need. 
 (k) Statements of Account. Each Participant shall receive an annual statement of the balance in the Participant’s Accounts. 
 (l) Vesting of Stock Units. For Stock Units credited to a Participant’s Account related to a deferral of Stock Compensation under paragraph
5(c)(iii) above, except as otherwise provided in this paragraph 5(l), such Stock Units shall not become vested until the related “Vesting Date” under (and as defined in) the Stock Plan. If the Participant ceases to serve as a Nonemployee
Director before the Vesting Date due to the Nonemployee Director’s death, or if there is a “Change in Control” (as defined under the Stock Plan) prior to the Vesting Date, then the Stock Units shall become fully vested as of the date
of such death or Change in Control, as applicable. If the Nonemployee Director ceases to serve as a Nonemployee Director at any time for any reason other than death before the earlier of the Vesting Date or a Change in Control, then the Stock Units
shall become vested pro rata to the same extent they would have become vested under the provisions of the Stock Plan, and to the extent the Stock Units are not thereby vested they shall be forfeited as of the date of such cessation of services.

  

	6.	Amendment, Modification and Termination of the Plan: 

 The Compensation Committee shall have the right and power at any time and from time to time to amend the Plan in whole or in part and at any time to terminate the Plan; provided, however, that no such amendment or termination
shall reduce the amount actually credited to a Participant’s Accounts under the Plan on the date of such amendment or termination, or further defer the due dates for the payment of such amounts, without the consent of the affected Participant.
Notwithstanding any provision of the Plan to the contrary, but only to the extent permitted by Code Section 409A, in connection with any termination of the Plan the Compensation Committee shall have the authority to cause the Accounts of all
Participants to be paid in a single cash payment as of a date determined by the Compensation Committee or to otherwise accelerate the payment of Accounts in such manner as the Compensation Committee shall determine in its discretion. 
  

	7.	Claims Procedures: 

 (a) General. In the
event that a Claimant has a Claim under the Plan, such Claim shall be made by the Claimant’s filing a notice thereof with the Plan Administrator within ninety (90) days after such Claimant first has knowledge of such Claim. Each Claimant
who has submitted a Claim to the Plan Administrator shall be afforded a reasonable opportunity to state such Claimant’s position and to present evidence and other material relevant to the Claim to the Plan Administrator for its consideration in
rendering its decision with respect thereto. The Plan Administrator shall render its decision in writing within ninety (90) days after the Claim is referred to it, unless special circumstances require an extension of such time within which to









 
render such decision, in which event such decision shall be rendered no later than one hundred eighty (180) days after the Claim is referred to it. A
copy of such written decision shall be furnished to the Claimant. 
 (b) Notice of Decision of Plan Administrator. Each Claimant whose
Claim has been denied by the Plan Administrator shall be provided written notice thereof, which notice shall set forth: 
  

	 	(i)	the specific reason(s) for the denial: 

  

	 	(ii)	specific reference to pertinent provision(s) of the Plan upon which such denial is based; 

  

	 	(iii)	a description of any additional material or information necessary for the Claimant to perfect such Claim and an explanation of why such material or information is necessary; and


  

	 	(iv)	an explanation of the procedure hereunder for review of such Claim; 

 all
in a manner calculated to be understood by such Claimant. 
 (c) Review of Decision of Plan Administrator. Each such Claimant shall be
afforded a reasonable opportunity for a full and fair review of the decision of the Plan Administrator denying the Claim. Such review shall be by the Corporate Benefits Committee. Such appeal shall be made within ninety (90) days after the
Claimant received the written decision of the Plan Administrator and shall be made by the written request of the Claimant or such Claimant’s duly authorized representative of the Corporate Benefits Committee. In the event of appeal, the
Claimant or such Claimant’s duly authorized representative may review pertinent documents and submit issues and comments in writing to the Corporate Benefits Committee. The Corporate Benefits Committee shall review the following: 
 (i) the initial proceedings of the Plan Administrator with respect to such Claim; 
 (ii) such issues and comments as were submitted in writing by the Claimant or the Claimant’s duly authorized representative; and

 (iii) such other material and information as the Corporate Benefits Committee, in its sole discretion, deems advisable for
a full and fair review of the decision of the Plan Administrator. 
 The Corporate Benefits Committee may approve, disapprove or modify the decision of the
Plan Administrator, in whole or in part, or may take such other action with respect to such appeal as it deems appropriate. The decision of the Corporate Benefits Committee with respect to such appeal shall be made promptly, and in no event later
than sixty (60) days after receipt of such appeal, unless special circumstances require an extension of such time within which to render such decision, in which event such decision shall be rendered as soon as possible and in no event later
than one hundred twenty (120) days following receipt of such appeal. The decision of the 








 
Corporate Benefits Committee shall be in writing and in a manner calculated to be understood by the Claimant and shall include specific reasons for such
decision and set forth specific references to the pertinent provisions of the Plan upon which such decision is based. The Claimant shall be furnished a copy of the written decision of the Corporate Benefits Committee. Such decision shall be final
and conclusive upon all persons interested therein, except to the extent otherwise provided by applicable law. 
  

	8.	Applicable Law: 

 The Plan shall be construed,
administered, regulated and governed in all respects under and by the laws of the United States to the extent applicable, and to the extent such laws are not applicable, by the laws of the state of Delaware. 
  

	9.	Compliance with Code Section 409A: 

 The Plan
is intended to comply with Code Section 409A. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this intent. 
  

	10.	Miscellaneous: 

 A Participant’s rights and
interests under the Plan may not be assigned or transferred by the Participant. The Plan shall be an unsecured, unfunded arrangement. To the extent the Participant acquires a right to receive payments from the Corporation under the Plan, such right
shall be no greater than the right of any unsecured general creditor of the Corporation. Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship between the Corporation and any Participant. The Plan shall
be binding on the Corporation and any successor in interest of the Corporation. 
 IN WITNESS WHEREOF, this instrument has been executed by
an authorized officer of the Corporation as of the 15th day of December, 2006. 
  

			
	BANK OF AMERICA CORPORATION
		
	By:	 	 /s/ J. Steele Alphin

		 	J. Steele Alphin, Global Human Resources Executive