ITEM 8.01. OTHER EVENTS.

On May 25, 2012, Bank of America Corporation (the Registrant) completed the repurchase of $134 million aggregate liquidation amount of capital securities of BAC Capital Trust VI, pursuant to a previously announced tender offer for such securities, and the related cancellation and retirement of the underlying 5?% Junior Subordinated Notes, due 2035 of the Registrant issued to and held by BAC Capital Trust VI. As a result of this repurchase of capital securities and the related cancellation and retirement of the underlying 5?% Junior Subordinated Notes, the series of covered debt benefitting from the Registrant's replacement capital covenant, executed February 16, 2007 in connection with the issuance by BAC Capital Trust XIV of its 5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities (the Replacement Capital Covenant), was redesignated. Effective as of May 25, 2012, the 5?% Junior Subordinated Notes ceased being the covered debt under the Replacement Capital Covenant. Also effective as of May 25, 2012, the Registrant's 6?% Junior Subordinated Notes, due 2055 (CUSIP No. 060505CJ1) underlying the capital securities of BAC Capital Trust XII (CUSIP No. 05633T209), became the covered debt with respect to and in accordance with the terms of the Replacement Capital Covenant.

The Replacement Capital Covenant is an exhibit hereto and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Replacement Capital Covenant, dated as of February 16, 2007, of Bank of America Corporation, incorporated herein by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed February 16, 2007.

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