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

On September 30, 2009, Kenneth D. Lewis advised the Board of Directors of Bank of America Corporation (the "Corporation") that he will retire from his position as Chief Executive Officer and President of the Corporation and from serving as a director of the Corporation, effective December 31, 2009. His decision to retire was not a result of any disagreement with the Corporation or its management.

A copy of the news release announcing the events described above is attached as Exhibit 99.1 and is incorporated in this report 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 September 30, 2009

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