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

On August 3, 2009, Bank of America Corporation (the "Corporation") announced, among other senior management changes, the retirement of Liam E. McGee, the head of Consumer and Small Business Banking. Mr. McGee's resignation from this position will be effective August 3, 2009, and he will continue to work for the Corporation until his retirement later this year.

ITEM 8.01 OTHER EVENTS.

On August 3, 2009, the Corporation announced changes to the Corporation's senior management. A copy of the news release announcing such changes in senior management 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 Bank of America Corporation News Release dated August 3, 2009

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