exv10wc







Exhibit 10(c)



OFFICER’S CERTIFICATE OF GLOBAL COMPENSATION, BENEFITS AND

SHARED SERVICES EXECUTIVE

REGARDING WANGER DIVESTITURE



The undersigned, Mark S. Behnke, the Global Compensation, Benefits and Shared Services Executive of
Bank of America Corporation (the “Corporation”), hereby certifies, determines and resolves that:



1. Delegated Authority. The Corporation has previously delegated to the Global Compensation,
Benefits and Shared Services Executive of the Corporation authority to approve and adopt proposals
relating to any employee benefit plans sponsored by the Corporation or its subsidiaries (the
“Benefit Plans”), including the power to execute instruments which adopt, amend, modify or
terminate any such plan on behalf of the Corporation or a subsidiary, other than a proposal which
would: (1) provide more favorable treatment to executive officers of the Corporation than other
officers of the Corporation, (2) materially increase the cost to the Corporation, or (3) in the
case of “qualified” pension, profit-sharing or 401(k) plans, or “non-qualified” deferred
compensation or supplemental retirement plans or similar arrangements, materially change the
benefits conferred upon eligible associates.



2. Wanger Divestiture. Pursuant to that certain Purchase Agreement by and among Bank of America,
N.A., Ameriprise Financial, Inc. and the Corporation, dated September 29, 2009 (the “Agreement”),
Ameriprise Financial, Inc. acquired certain assets and liabilities, including all of the issued and
outstanding equity interests of Columbia Wanger Asset Management, L.P. (“Wanger”). The
consummation of the transactions contemplated by the Agreement occurred on April 30, 2010 (the
“Closing Date”) and constituted a change in the ownership of Wanger as defined in Treasury
Regulation §1.409A-3(i)(5)(v).



3. Benefits Distribution. Pursuant to the delegation of authority described in paragraph 1, for
purposes of effectuating benefits distributions with respect to associates employed by Wanger on
the Closing Date (“Wanger Associates”) who are participants in certain Benefit Plans maintained by
the Corporation, including the Bank of America 401(k) Restoration Plan, the Bank of America Pension
Restoration Plan, the Post-2004 Benefit under the Bank of America Retirement Income Assurance Plan
for Legacy Fleet, and the Columbia Management Group Mutual Fund Units Plan, and in order to comply
with applicable tax laws, including Section 409A of the Internal Revenue Code of 1986 and Treasury
Regulation §1.409A-3(j)(4)(ix)(B), the Benefit Plans identified in this paragraph are terminated
with respect to the Wanger Associates, effective as of December 31, 2010, which such date
constitutes the Delink Calculation Date for purposes of the Bank of America Pension Restoration
Plan and the Post-2004 Benefit under the Bank of America Retirement Income Assurance Plan for
Legacy Fleet. Full lump sum distribution of such Wanger Associates’ benefits under such Benefit
Plans will occur no later than the date required pursuant to Treasury Regulation
§1.409A-3(j)(4)(ix)(B). The Benefit Plans identified in this paragraph constitute all agreements,
methods, programs and other arrangements sponsored by the Corporation immediately after the Closing
Date in which the Wanger Associates participate and with respect to which deferrals of compensation
are treated as having been deferred under a single plan under Treasury Regulation §1.409A-1(c)(2).







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	Dated:  December 16, 2010 	BANK OF AMERICA CORPORATION

 	 
	 	By:  	/s/ Mark S. Behnke
 	 
	 	 	Mark S. Behnke 	 
	 	 	Global Compensation, Benefits and

Shared Services Executive 	 
	 




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