On September 21, 2009, Bank of America Corporation (the "Registrant") announced that it has reached an agreement with the United States Department of the Treasury (the "Treasury"), the Federal Reserve Board (the "Federal Reserve"), and the Federal Deposit Insurance Corporation (the "FDIC," and together with the Treasury and the Federal Reserve, the "USG") to terminate its term sheet (the "Term Sheet") with the USG under which the USG agreed in principle to provide protection against the possibility of unusually large losses on a pool of up to $118 billion of the Registrant's assets. The Term Sheet previously was agreed to on January 15, 2009 in connection with the Registrant's acquisition of Merrill Lynch & Co., Inc. The parties were negotiating the definitive documentation at the time the Registrant notified the USG of its desire to end negotiations and terminate the Term Sheet on May 6, 2009. The Term Sheet provided that the USG would cover losses from January 15, 2009 and that the parties would negotiate a fee in good faith in the event the Registrant terminated the guarantee contemplated by the Term Sheet. Under the terms of the agreement reached on September 21, 2009, the Registrant will pay a total of $425 million to the USG in connection with the termination of the Term Sheet which is equal to: (a) the out-of-pocket expenses of the USG in negotiating and entering into the Term Sheet and the negotiations concerning the definitive documentation, consisting of the expenses of its advisors; and (b) the fee that would have been payable under the Term Sheet but pro-rated for the period commencing on January 16, 2009 and ending on May 6, 2009 and adjusted for certain exclusions from the asset pool.

A copy of the news release announcing the event described above is attached as Exhibit 99.1 and is incorporated in this report by reference.

(d) Exhibits.

The following exhibit is filed herewith:

EXHIBIT NO.      DESCRIPTION OF EXHIBIT
   99.1          Bank of America Corporation News Release dated September 21, 2009
                 Regarding Termination of Asset Guarantee Term Sheet