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

On August 23, 2012, the board of directors (the "Board") of Bank of America Corporation (the "Corporation") elected Sharon L. Allen, Jack O. Bovender, Jr., Linda P. Hudson and R. David Yost to serve on the Board, effective immediately. At this time, the Board has not yet determined on which of the Board's committees the new directors will serve. Each new director will receive compensation as a non-employee director in accordance with the Corporation's non-employee director compensation practices and plans described in the Corporation's 2012 Proxy Statement filed with the U.S. Securities and Exchange Commission on March 28, 2012. Under the non-employee director compensation program, each new director will automatically be granted initial restricted stock and cash awards on September 1, 2012 which are pro rated from the date of appointment to the Corporation's next annual meeting of stockholders. 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press Release dated August 23, 2012

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