ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On May 27, May 28, May 29, and June 1, 2009 Bank of America Corporation (the "Registrant") entered into separate agreements with certain institutional preferred shareholders pursuant to which the Registrant and each such shareholder agreed to exchange shares, or depositary shares representing fractional interests in shares, of various series of the Registrant's outstanding preferred stock, par value $0.01 per share ("Preferred Stock"), as applicable, for shares of the Registrant's common stock, par value $0.01 per share (the "Common Stock"). In the aggregate, the Registrant agreed to exchange shares of Preferred Stock with an aggregate liquidation preference of approximately $3.6 billion (consisting of shares of 6.204% Non-Cumulative Preferred Stock, Series D with an aggregate liquidation preference of $52.2 million; Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K with an aggregate liquidation preference of $1,075.4 million; shares of 7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L with an aggregate liquidation preference of $1,693.7 million; shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M with an aggregate liquidation preference of $739.1 million; and shares of Floating Rate Non-Cumulative Preferred Stock, Series 4 with an aggregate liquidation preference of $53.9 million) for an aggregate of 267,431,756 shares of Common Stock (approximately 3.3% of the Registrant's currently outstanding shares of Common Stock). The shares of Common Stock are being issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.

As of June 1, 2009, and including those agreements previously reported, the Registrant has entered into agreements with respect to exchanges of shares of Preferred Stock (consisting of those series noted above as well as the 6.25% Noncumulative Perpetual Preferred Stock, Series 7) having an aggregate liquidation preference of approximately $9.5 billion for an aggregate of approximately 704 million shares of Common Stock.

ITEM 8.01 OTHER EVENTS.

On June 2, 2009, the Registrant announced an update relating to its capital raising efforts. A copy of the news release announcing this information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibit is filed herewith:

EXHIBIT NO. DESCRIPTION OF EXHIBIT 99.1 News Release dated June 2, 2009

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