ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

As previously announced, upon completion of the merger of Merrill Lynch & Co. and Bank of America Corporation (the "Registrant"), John Thain became the President of Global Banking, Securities and Wealth Management, a newly created unit consisting of what was in Global Corporate and Investment Banking and much of what was in Global Wealth and Investment Management. Accordingly, effective December 31, 2008, Keith Banks ceased in his role as President, Global Wealth and Investment Management and as an executive officer of the Registrant. Mr. Banks will continue to serve in a leadership role with Global Wealth and Investment Management serving as Head of Global Private Client, Institutional and Investment Management with responsibility for US Trust, Columbia Management, Institutional Retirement and Philanthropy, and Alternative Investments Asset Management.

On December 31, 2008, Neil Cotty ceased in his role as principal accounting officer of the Registrant. He will continue to serve in a leadership role as the Chief Financial Officer of Global Banking, Securities and Wealth Management. Craig Rosato, 44, Chief Accounting Officer, was appointed as principal accounting officer of the Registrant, effective December 31, 2008. Mr. Rosato joined the Registrant in 1996 as a vice president in the Finance Group and has served in various capacities since that time. In February 2000, Mr. Rosato joined the Consumer Finance Group and managed the liquidation of the auto leasing, sub-prime real estate and manufactured housing businesses. From June 2004 until February 2007, he served as the Commercial Credit Risk executive in Enterprise Credit Risk. Prior to his current role, Mr. Rosato served as the Controller for the Global Consumer & Small Business Banking Group.

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