On May 8, 2009, Bank of America Corporation (the "Registrant") entered into an ATM Equity OfferingSM Sales Agreement (the "Sales Agreement") with Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the sales agents (the "Sales Agents") pursuant to which the Sales Agents will act, each in their individual capacity, as the Registrant's sale agents, with respect to offering from time to time of up to 1,250,000,000 shares (the "Shares") of the Registrant's common stock, par value $0.01 per share. Sales of the Shares, if any, will be made in (i) privately negotiated transactions, or
(ii) by any other method or payment permitted by law, deemed to be an "at the market" offering as defined in Rule 415 of the Securities Act of 1933, as amended. The terms of the Offering are described in the Registrant's Prospectus dated April 20, 2009 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Prospectus Supplement dated May 8, 2009. The Sales Agreement is included as Exhibit 1.1 hereto. Any Shares sold will be issued pursuant to the Registrant's Registration Statement on Form S-3, Registration No. 333-158663.

(d) Exhibits. The following exhibits are filed herewith:

EXHIBIT NO.                           DESCRIPTION OF EXHIBIT

    1.1          ATM Equity OfferingSM Sales Agreement between the Registrant,
                 Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner
                 & Smith Incorporated.

    5.1          Opinion of McGuireWoods LLP dated May 8, 2009, regarding the
                 legality of the Shares.