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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Bank of America Corporation

(Name of Registrant as Specified in its Charter)

PAYMENT OF FILING FEE (Check the appropriate box):

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March 20, 2006

Dear Stockholder:

I am pleased to invite you to the Bank of America Corporation 2006 Annual Meeting of Stockholders. The meeting will be held at 10:00 a.m., local time, on April 26, 2006, in the Belk Theater of the North Carolina Blumenthal Performing Arts Center, 130 North Tryon Street, Charlotte, North Carolina. If you are unable to attend, you will be able to listen to the meeting and view our slide presentation over the Internet at http://investor.bankofamerica.com.

Enclosed are a notice of matters to be voted on at the meeting, our proxy statement, a proxy card, our 2005 Annual Report on Form 10-K and a Summary Annual Report.

Whether or not you plan to attend, please grant a proxy to vote your shares in one of three ways: via Internet, telephone or mail. Instructions regarding Internet and telephone voting are included on the proxy card (or, if applicable, in your electronic delivery notice). If you choose to vote by mail, please mark, sign and date the proxy card and return it in the enclosed postage-paid envelope. Your proxy may be revoked at any time before it is exercised as explained in the proxy statement.

If you plan to attend, please bring the admission ticket attached to your proxy card and photo identification. Also, if your shares are held in the name of a broker or other nominee, please bring with you a proxy or letter from the broker or nominee confirming your ownership as of the record date.

Sincerely yours,

Kenneth D. Lewis

Chairman, Chief Executive Officer and President

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BANK OF AMERICA CORPORATION

Bank of America Corporate Center

Charlotte, North Carolina 28255

NOTICE OF 2006 ANNUAL MEETING OF STOCKHOLDERS

Date:   April 26, 2006

Time:   10:00 a.m., local time

Place:  Belk Theater of the North Carolina Blumenthal Performing Arts Center

130 North Tryon Street, Charlotte, North Carolina 28255

Webcast of the Annual Meeting: You may listen to a live audiocast of the meeting on our website at http://investor.bankofamerica.com at 10:00 a.m., local time, on April 26, 2006.

Items of Business:

Record Date: You can vote if you were a stockholder of record on March 3, 2006. In accordance with Delaware law, for 10 days prior to the Annual Meeting, a list of those stockholders entitled to vote at the Annual Meeting will be available for inspection in the office of the Corporate Secretary, Bank of America Corporation, Bank of America Corporate Center, Charlotte, North Carolina. Such list also will be available at the Annual Meeting.

Proxy Voting: Your vote is important. Please vote your shares as soon as possible via either the Internet, telephone or mail.

By order of the Board of Directors:

William J. Mostyn III

Deputy General Counsel

and Corporate Secretary

March 20, 2006

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BANK OF AMERICA CORPORATION

Bank of America Corporate Center

Charlotte, North Carolina 28255

PROXY STATEMENT

We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors of Bank of America Corporation for the 2006 Annual Meeting of Stockholders (the “Annual Meeting”). In this proxy statement, we refer to the Board of Directors as the “Board” and to Bank of America Corporation as “Bank of America” or the “Corporation.” This proxy statement is being mailed starting on or about March 20, 2006.

GENERAL INFORMATION

Record Date. Only holders of record at the close of business on March 3, 2006 will be entitled to vote at the Annual Meeting. Holders of the Corporation’s Common Stock (the “Common Stock”) and 7% Cumulative Redeemable Preferred Stock, Series B (the “Series B Stock”), vote together without regard to class.

As of the record date of March 3, 2006, there were 4,650,210,150 shares of Common Stock, and 7,739 shares of Series B Stock entitled to vote at the Annual Meeting. Each share of Common Stock and Series B Stock is entitled to one vote.

Voting Your Proxy. Whether or not you plan to attend the Annual Meeting, you may grant a proxy to vote your shares via Internet, telephone or mail as more fully described below:

If you properly submit a proxy without giving specific voting instructions, your shares will be voted, in accordance with the Board’s recommendations, as follows:

“FOR:”

and “AGAINST:”

If other matters properly come before the Annual Meeting, the persons appointed to vote the proxies will vote on such matters in accordance with their best judgment. Such persons also have discretionary authority to vote to adjourn the Annual Meeting, including for the purpose of soliciting proxies to vote in accordance with the Board’s recommendations on any of the above items.

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Revoking Your Proxy. You may revoke your proxy at any time before it is exercised by:

Cost of Proxy Solicitation. We will pay the cost of soliciting proxies. In addition to soliciting proxies by mail or electronic delivery, we also may use some of our regular associates, who will not be specially compensated, to solicit proxies, either personally or by telephone, facsimile or written or electronic mail. In addition, we have agreed to pay Georgeson Shareholder Communications Inc. $17,000 plus expenses to assist us in soliciting proxies from banks, brokers and nominees. We also will reimburse banks, brokers and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners.

Votes Required to Hold the Annual Meeting. In order to hold the Annual Meeting, a majority of the aggregate voting power of the Common Stock and Series B Stock must be present in person or represented by proxy at the Annual Meeting. For purposes of determining the presence or absence of a quorum, we intend to count as present shares present in person but not voting and shares for which we have received proxies but for which holders thereof have withheld voting or abstained. Furthermore, shares represented by proxies returned by a broker holding such shares in nominee or “street” name will be counted as present for purposes of determining whether a quorum exists, even if such shares are not voted on matters where discretionary voting by the broker is not allowed (“broker non-votes”).

Votes Required to Elect Directors and Adopt Other Proposals. Directors will be elected by a plurality of the votes cast. Withheld votes, if any, are not treated as votes cast and, therefore, will have no effect on the proposal to elect directors. Approval of each of the other proposals requires the affirmative vote of a majority of the votes represented by the aggregate of all of the shares of Common Stock and Series B Stock cast with respect to each such matter. Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on any such proposal.

Voting by Associates. If you participate in The Bank of America 401(k) Plan or The Bank of America 401(k) Plan for Legacy Fleet and your account has investments in shares of Common Stock, you must provide voting instructions to the plan trustees (either via the proxy card or by Internet or telephone) in order for your shares to be voted as you instruct. If no voting instructions are received, your shares will not be voted. Your voting instructions will be held in strict confidence.

Householding. Unless we have received contrary instructions, we send a single copy of the annual report, proxy statement and notice of annual or special meeting to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our annual disclosure documents this year or in future years, follow the instructions described below.

If your shares are registered in your own name, please contact our transfer agent and inform them of your request to revoke householding by calling them at 1.800.642.9855 or writing to them at Computershare Trust Company, N.A., P.O. Box 43095, Providence, Rhode Island 02940-3095. Within 30 days of your revocation, we will send individual documents.

If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Electronic Delivery. In addition to householding, we can also reduce our expenses if you elect to receive your annual reports and proxy materials via the Internet. If you request, you can receive email notifications when these documents are available electronically on the Internet. If you have an account maintained in your name at Computershare Investor Services, you may sign up for this service at www.computershare.com/bankofamerica.

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Questions. If you hold your shares directly, please call Computershare Investor Services at 1.800.642.9855. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker directly.

CORPORATE GOVERNANCE

Commitment to Corporate Governance Best Practices

Bank of America’s business and affairs are managed by or under the direction of the Board. In its oversight of Bank of America, the Board sets the tone for the highest ethical standards and performance of our management, associates and company as a whole. The Board strongly believes that good corporate governance practices lead to successful business performance. Bank of America’s corporate governance practices are designed to align the interests of the Board and management with those of our stockholders and to promote honesty and integrity throughout Bank of America. Over the past several years, we have enhanced our corporate governance practices in many important ways, and we continually seek out best practices to promote a high level of performance from the Board and management. The Board has adopted Corporate Governance Guidelines that embody long-standing practices of Bank of America as well as current corporate governance best practices. Highlights of our corporate governance practices are described below.

Corporate Governance Principles, Committee Charters and Codes of Conduct

More information about corporate governance may be found on our website at http://investor.bankofamerica.com under the heading Corporate Governance. Information available at this website includes: (i) our Corporate Governance Guidelines; (ii) our Code of Ethics and Insider Trading Policy; and (iii) the charters of each of the committees of the Board. This information is also available in print free of charge upon written request addressed to: Bank of America Corporation, Attention: Shareholder Relations, 101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255.

The Board of Directors

The basic responsibility of the Board is to oversee the businesses and affairs of Bank of America. Key responsibilities of the Board and its committees include:

Board Evaluation and Education

Each year, the Board and each of its committees evaluate their effectiveness. The Board views self-evaluation as an ongoing process designed to achieve high levels of Board and committee performance.

All new directors participate in our orientation program in their first year as a director. This orientation includes presentations by senior management to familiarize new directors with our strategic plans, significant financial, accounting and risk management issues, compliance programs, conflict policies, Code of Ethics and Insider Trading Policy and other policies. The Board also encourages directors to participate in continuing education programs and reimburses directors for the expenses of such participation.

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Director Independence

The Board is composed at all times of at least a majority of directors who are independent. As described below, the Board has determined that 14 of the Board’s 18 director nominees, or approximately 78%, are independent directors. The Board has adopted categorical standards to assist it in making the annual affirmative determination of each director’s independence status. These Director Independence Categorical Standards are included as Appendix A to this proxy statement and are posted on our website. A director will be considered “independent” if he or she meets the requirements of the categorical standards and the criteria for independence set forth from time to time in the listing standards of the New York Stock Exchange (“NYSE”).

The Board has evaluated the relationships between each nominee for director (and his or her immediate family members and related interests) and Bank of America and its subsidiaries. The Board has affirmatively determined, upon the recommendation of the Corporate Governance Committee, that each of the following nominees is independent under the Director Independence Categorical Standards and the NYSE listing standards: William Barnet, III, John T. Collins, Gary L. Countryman, Tommy R. Franks, Paul Fulton, W. Steven Jones, Monica C. Lozano, Walter E. Massey, Thomas J. May, Patricia E. Mitchell, Thomas M. Ryan, O. Temple Sloan, Jr., Meredith R. Spangler and Jackie M. Ward. The Board has determined that Frank P. Bramble, Sr., Charles K. Gifford, Kenneth D. Lewis and Robert L. Tillman do not meet Bank of America’s independence standards. Mr. Bramble and Mr. Gifford were employed by Bank of America or a predecessor within a three-year period. Mr. Tillman was the Chief Executive Officer and Chairman of the Board of Lowe’s Companies, Inc. (“Lowe’s”) while Mr. Lewis served on Lowe’s Compensation Committee. Mr. Lewis resigned from the Lowe’s board in 2004.

Board Attendance and Annual Meeting Policy

Directors are expected to attend our annual meeting of stockholders, board meetings and meetings of the committees on which they serve. They are also expected to prepare for meetings in advance and to dedicate the time at each meeting as necessary to properly discharge their responsibilities. Informational materials, useful in preparing for meetings, will be distributed in advance of each meeting. In 2005, there were nine meetings of the Board, and each of the directors attended at least 75% of the meetings of the Board and committees on which he or she served. In addition, all of the members of the Board, consistent with our policy, attended our 2005 Annual Meeting of Stockholders.

Executive Sessions of the Board

Our non-management directors meet in executive session at each Board meeting. The chairs of the Audit Committee, Compensation Committee, Corporate Governance Committee and Executive Committee rotate presiding as the lead director at these executive sessions. In addition, if at any time, the group of non-management directors includes directors who are not independent under the NYSE listing standards, the independent directors will meet alone in executive session at least once a year.

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Board Committee Membership and Meetings

During 2005, the Board had five standing committees: Asset Quality, Audit, Compensation, Corporate Governance and Executive. All of the members of the committees are nominated by the Corporate Governance Committee and appointed by the Board.

The table below provides membership information for each of the Board’s committees.

2005/2006 Bank of America Committee Composition

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In addition, the Board has made, subject to election of the director nominees by the stockholders at the Annual Meeting, the following committee assignments to be effective as of the Annual Meeting:

2006/2007 Bank of America Committee Composition

While each committee has its own charter and designated responsibilities, the committees act on behalf of the entire Board and regularly report on their activities to the entire Board. The committee charters are posted on our website and key information about each committee is described below.

Asset Quality Committee. The Asset Quality Committee currently consists of five directors. During 2005, the Committee held seven meetings. Duties of the Asset Quality Committee include:

Audit Committee. The Audit Committee currently consists of five directors, all of whom are independent under the NYSE listing standards, the Director Independence Categorical Standards and other Securities and Exchange Commission (“SEC”) rules and regulations applicable to audit committees. The Board has determined that Mr. Barnet and Mr. May qualify as Audit Committee financial experts. During 2005, the Audit Committee held twelve meetings. Duties of the Audit Committee include the following:

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Compensation Committee. The Compensation Committee currently consists of four directors, all of whom are independent under the NYSE listing standards and the Director Independence Categorical Standards. During 2005, the Compensation Committee held six meetings. Duties of the Compensation Committee include:

Corporate Governance Committee. The Corporate Governance Committee currently consists of four directors, all of whom are independent under the NYSE listing standards and the Director Independence Categorical Standards. During 2005, the Corporate Governance Committee held five meetings. Duties of the Corporate Governance Committee include:

Executive Committee. The Executive Committee currently consists of five directors. During 2005, the Executive Committee held six meetings. The Executive Committee has the power to act on behalf of the Board between regular Board meetings. The Executive Committee reports its actions to the full Board at the next succeeding meeting.

Identifying and Evaluating Nominees for Director

The Corporate Governance Committee is responsible for evaluating candidates and recommending proposed director nominees to the Board. The Corporate Governance Committee will consider candidates proposed or suggested by Board members, management, third party search firms retained by the Corporate Governance Committee and stockholders. The Corporate Governance Committee follows the same process and uses the same criteria for evaluating candidates whether proposed by Board members, management, third party search firms or stock - -

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holders. Mr. Frank P. Bramble, Sr., who is standing for election by Bank of America stockholders for the first time at the Annual Meeting, became a Board member as part of the agreement between MBNA Corporation and Bank of America in connection with the merger of MBNA Corporation into Bank of America and was appointed to the Board effective upon the completion of the merger on January 1, 2006. General Tommy R. Franks, who is standing for election by Bank of America stockholders for the first time at the Annual Meeting, was recommended by management and appointed to the Board effective January 25, 2006. Ms. Monica C. Lozano, who is also standing for election by Bank of America stockholders for the first time at the Annual Meeting, was recommended by a current director.

Our Corporate Governance Guidelines set forth the standards for evaluating candidates as director nominees. The Corporate Governance Committee and the Board consider the overall experience and expertise represented by the Board as well as the qualification of each candidate. Specifically, the standards for evaluating candidates are as follows:

In addition, a director who has reached the age of 72 will not be nominated for election to the Board. A director who changes his or her principal occupation shall offer to resign, and the Corporate Governance Committee, along with the Chairman of the Board, will determine whether to accept such resignation. Management directors will resign from the Board when they leave their officer positions.

Any stockholder recommending a candidate to be considered by the Corporate Governance Committee for nomination at an annual meeting of stockholders must submit the proposal in writing by no later than October 15 of the previous year. The proposal must include the following:

Communications with the Board of Directors

The Board has established a process for stockholders and other interested parties to communicate with non-management members of the Board or a specific committee. Parties may send a letter to Bank of America Corporation, Attention: Corporate Secretary, 101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255.

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Code of Ethics

The Board has adopted a revised Code of Ethics that applies to all of our directors, officers and associates, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics embodies our commitment to the highest standards of ethical and professional conduct. All directors, officers and associates are required to annually certify that they have read and complied with the Code of Ethics. The Code of Ethics consists of basic standards of business practice as well as professional and personal conduct. We intend to post any amendments to, or waivers of, the Code of Ethics (to the extent applicable to the principal executive officer, principal financial officer or principal accounting officer) on our website.

Director Compensation

2005 Director Compensation. In 2005, the compensation for each director who was not an officer of the Corporation or of a subsidiary (“Non-employee Directors”) consisted of the following:

A director who is an officer of the Corporation or of a subsidiary is not compensated for his or her membership on the Board.

Restricted shares of Common Stock delivered under the Directors’ Stock Plan (both the stock portion of the annual retainer and the stand-alone award described above) are subject to a one-year vesting requirement. The aggregate compensation paid to Non-employee Directors during 2005 under these arrangements was $3,450,038, as detailed in the following table:

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Non-employee Directors can elect to defer all or any portion of their compensation through the Bank of America Corporation Director Deferral Plan (the “Director Deferral Plan”). For any restricted shares of Common Stock that a director elects to defer, the Corporation credits a “stock account” with one “stock unit” for each such share deferred. These stock units are subject to the same one-year vesting requirement that applies under the Directors’ Stock Plan. Directors can choose to have the cash portion of the annual retainer, as well as any chairperson annual retainer and meeting fees, deferred either into the stock account or a “cash account.” The Corporation credits the stock account with dividend equivalents in the form of additional stock units and credits the cash account with interest at a long-term bond rate. Upon retirement from the Board, a Non-employee Director receives the balances of his or her stock account (to the extent vested) and cash account in a single lump sum cash payment (or in 5 or 10 annual installments if previously elected). Because stock units are not actual shares of Common Stock, they do not have any voting rights.

Changes to Director Compensation for 2006. The form and amount of compensation paid to the Non-employee Directors is reviewed from time to time by the Compensation Committee. On December 13, 2005, upon the recommendation of the Compensation Committee, the Board approved the following compensation package for Non-employee Directors to take effect as of the Annual Meeting:

Effective as of the Annual Meeting, the Corporation will cease providing meeting fees to Non-employee Directors. The annual restricted stock award will continue to be provided under the Directors’ Stock Plan and will continue to be subject to a one-year vesting requirement. Non-employee Directors will also continue to be eligible to defer their compensation under the Director Deferral Plan.

The Corporation adopted formal stock ownership guidelines that apply to Non-employee Directors. Under these guidelines, Non-employee Directors are required to own and hold 10,000 shares of Common Stock. All full value shares beneficially owned are included in the calculation. New Non-employee Directors have up to five years to achieve compliance. In addition, Non-employee Directors will not sell the restricted stock they receive as compensation (except as necessary to pay taxes upon vesting) until termination of their service with the Board.

Retirement Agreement With Mr. Gifford. Mr. Gifford entered into a Retirement Agreement with the Corporation in connection with his retirement as an associate of the Corporation effective January 31, 2005. The agreement remains in effect for a 5-year initial period and is renewable annually thereafter, but ends earlier in the case of Mr. Gifford’s death. Under the agreement, Mr. Gifford provides consulting services as requested by the Corporation, including advice to the Bank of America Foundation regarding philanthropic activities in the Northeast and to the Northeast marketing executive regarding Corporation initiatives. Mr. Gifford also acknowledged that his retirement did not constitute a termination for “good reason” under his prior FleetBoston change in control agreement (which agreement was previously disclosed in the joint proxy statement-prospectus relating to the Bank of America and FleetBoston merger and in other public filings of FleetBoston) and gave a general release of claims.

In consideration for his consulting services and other agreements, Mr. Gifford receives: (i) a $50,000 retainer for each of the first five years of the agreement; (ii) use of a Corporation-provided aircraft for up to 120 hours per year for each of the first five years of the agreement and up to 100 hours per year for any additional year the agreement remains in effect thereafter; and (iii) office space (for as long as he requests) and secretarial support (for the first five years of the agreement, renewable annually thereafter) that is both reasonable and appropriate in size and scope. Mr. Gifford also received financial planning and tax preparation services for the 2004 and 2005 taxable years. For 2005, the value of these benefits equaled the following: (i) $45,833 (covering 11 months) in consulting fees; (ii) $665,242 in aircraft usage (based on the incremental cost of such usage to the Corporation); (iii) $172,039 in office and administrative support; and (iv) $48,553 in financial planning and tax preparation services.

Upon his retirement as an associate of the Corporation, Mr. Gifford became entitled to receive compensation as a Non-employee Director as more fully described above.

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ITEM 1: ELECTION OF DIRECTORS

The Board has nominated each of the following individuals for election at the Annual Meeting. Each director elected will serve until the next annual meeting of stockholders when his or her successor has been elected and qualified, or until the director’s earlier resignation or removal. If any nominee is unable to stand for election for any reason, the persons appointed to vote the proxies may vote at the Annual Meeting for another person proposed by the Board, or the number of directors constituting the Board may be reduced.

The Nominees

Set forth below are each nominee’s name, principal occupation and five year business history.

The Board recommends a vote “FOR” all of the nominees listed below for election as directors (Item 1 on the proxy card).

		WILLIAM BARNET, III (63), Chairman, President and Chief Executive Officer, The Barnet Company, Spartanburg, South Carolina, a real estate and other investments firm. He has been in his present position since 2001 and has been President of Barnet Development Corporation, a real estate investment firm, since 1990. He has also served as Chairman of William Barnet & Son, LLC, a synthetic fiber processing company, since 2001, and served as Chief Executive Officer from 2000 to 2001. He served as President and Chief Executive Officer of William Barnet & Son, Inc. from 1976 to 2000. He has been the Mayor of Spartanburg, South Carolina since 2003. He has been a director of the Corporation since April 2004 and is a member of the Audit Committee. He also serves as a director of Duke Energy Corporation.
		FRANK P. BRAMBLE, SR. (57), Former Executive Officer, MBNA Corporation, Wilmington, Delaware. He served as an advisor to the Executive Committee of MBNA Corporation, a financial services company, from April 2005 to December 2005 when it was acquired by the Corporation. Prior to that time, he had served as Vice Chairman of MBNA from July 2002 to April 2005. He also served as a director of Allfirst Financial, Inc. and Allfirst Bank from April 1994 to May 2002, and from December 1999 to May 2002 as Chairman of the Board. He has been a director of the Corporation since January 2006 and is a member of the Asset Quality Committee. He also serves as a director of Constellation Energy Group.
		JOHN T. COLLINS (59), Chief Executive Officer, The Collins Group, Inc., Boston, Massachusetts, a venture capital, private equity investments and management firm. He has been in his present position since 1993. He has been a director of the Corporation since April 2004 and is a member of the Asset Quality Committee.
		GARY L. COUNTRYMAN (66), Chairman Emeritus, Liberty Mutual Group, Boston, Massachusetts, a financial services company. He served as Chairman of Liberty Mutual Group from 1992 to 2000. He also served as Chief Executive Officer from 1986 to 1998. He has been a director of the Corporation since April 2004 and is a member of the Compensation Committee. He also serves as a director of Liberty Mutual Holding Company, Inc., The Neiman Marcus Group, Inc. and NSTAR.

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		TOMMY R. FRANKS (60), Retired General, United States Army, Tampa, Florida. General Franks has operated Franks & Associates, LLC, a private consulting firm, since 2003. He served in the United States Army from 1965 to 2003. In August 2003, he retired as a four star general. He has been a director of the Corporation since January 2006 and is a member of the Audit Committee. He also serves as a director of Outback Steakhouse International.
		PAUL FULTON (71), Chairman, Bassett Furniture Industries, Inc., Winston-Salem, North Carolina, a furniture manufacturer. He has been in his present position since March 2000 and also served as Chief Executive Officer from August 1997 until March 2000. He has been a director of the Corporation since 1993 and is a member of the Compensation, Corporate Governance and Executive Committees. He also serves as a director of Carter’s, Inc., Lowe’s Companies, Inc. and Sonoco Products Company.
		CHARLES K. GIFFORD (63), Former Chairman, Bank of America Corporation, Charlotte, North Carolina. He served as Chairman of the Corporation from April 2004 until January 2005. Prior to that time, he had served as Chairman and Chief Executive Officer of FleetBoston since 2002. He also served as President and Chief Executive Officer of FleetBoston from 2001 to 2002 and President and Chief Operating Officer from 1999 to 2001. He has been a director of the Corporation since April 2004 and is a member of the Executive Committee. He also serves as a director of NSTAR and CBS Corporation.
		W. STEVEN JONES (54), Dean, Kenan-Flagler Business School University of North Carolina at Chapel Hill, Chapel Hill, North Carolina. He has been in his present position since August 2003. From January 1997 to September 2002, he served as Chief Executive Officer and Managing Director of Suncorp-Metway Ltd., an Australian banking, insurance and funds management company. He has been a director of the Corporation since April 2005 and is a member of the Audit Committee. He also serves as Chairman of Kenan-Flagler Business School Foundation and Kenan Institute of Private Enterprise and as a director of Progress Energy, Inc.
		KENNETH D. LEWIS (58), Chairman, Chief Executive Officer and President, Bank of America Corporation, Charlotte, North Carolina. He has served as Chief Executive Officer since April 2001, President since July 2004 and Chairman since February 2005. He previously served as Chairman from April 2001 to April 2004 and President from January 1999 to April 2004. He also served as Chief Operating Officer from October 1999 to April 2001. He also serves as Chairman, Chief Executive Officer, President and a director of Bank of America, N.A. He has been a director of the Corporation since 1999 and is a member of the Executive Committee.
		MONICA C. LOZANO (49), Publisher and Chief Executive Officer of La Opinion, Los Angeles, California, the largest Spanish-language newspaper in the United States. She has been in her present position since January 2004. In addition, she has served as Senior Vice President of ImpreMedia, LLC, the parent of La Opinion, since January 2004. She also has served as a member of the Board of Regents of the University of California since December 2001, as trustee of the University of Southern California since 1991 and as trustee of SunAmerica Asset Management Corporation since 1998. She also serves as a director of California Health Care Foundation and The Walt Disney Company.

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		WALTER E. MASSEY (67), President, Morehouse College, Atlanta, Georgia. He has been in his present position since 1995. He has been a director of the Corporation since 1998 and is a member of the Audit Committee. He also serves as a director of BP p.l.c., McDonald’s Corporation and Motorola, Inc.
		THOMAS J. MAY (58), Chairman, President and Chief Executive Officer, NSTAR, Boston, Massachusetts, an energy utility company. He has served as President of NSTAR and its subsidiaries since 2002 and as Chairman and Chief Executive Officer since 1999. He has been a director of the Corporation since April 2004 and is chair of the Audit Committee.
		PATRICIA E. MITCHELL (63), President and Chief Executive Officer, The Museum of Television and Radio, New York, New York. She has served in her present position since March 2006. Prior to that time, she had served as President and Chief Executive Officer of Public Broadcasting Service from March 2000 to March 2006. She also had served as President of CNN Productions and Time Inc. Television, a division of Time Warner, Inc. She has been a director of the Corporation since 2001 and is a member of the Asset Quality Committee. She also serves as a director of Knight-Ridder, Inc.
		THOMAS M. RYAN (53), Chairman, President and Chief Executive Officer, CVS Corporation, Woonsocket, Rhode Island, an operator of retail pharmacies. He has served as President and Chief Executive Officer since May 1998 and as Chairman since April 1999. He has been a director of the Corporation since April 2004 and is chair of the Corporate Governance Committee. He also serves as a director of Reebok International, Ltd. and Yum! Brands, Inc.
		O. TEMPLE SLOAN, JR. (67), Chairman, The International Group, Inc., Raleigh, North Carolina, a distributor of automotive replacement parts. He has been a director of the Corporation since 1996 and is chair of the Executive Committee and a member of the Compensation Committee. He also serves as Chairman of the Board of Highwoods Properties, Inc. and as a director of Lowe’s Companies, Inc.
		MEREDITH R. SPANGLER (68), Trustee and Board Member, Charlotte, North Carolina. She is a director of C. D. Spangler Construction Company and Chairman of the Board of the C. D. Spangler Foundation. She has served on the Wellesley College Board of Trustees since 1989. She has been a director of the Corporation since 1988 and is a member of the Corporate Governance Committee.

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		ROBERT L. TILLMAN (62), Chairman and CEO Emeritus, Lowe’s Companies, Inc., Mooresville, North Carolina, a home improvement retailer. He served as Chairman and Chief Executive Officer of Lowe’s Companies, Inc. until January 2005. He has been a director of the Corporation since April 2005 and is a member of the Asset Quality Committee.
		JACKIE M. WARD (67), Outside Managing Director, Intec Telecom Systems PLC, Atlanta, Georgia, a telecommunications software company. She has been in her present position since December 2000. She served as Chairman of Computer Generation Incorporated, from May 2000 to December 2000 and as President and Chief Executive Officer from October 1968 to May 2000. She has been a director of the Corporation since 1994 and is chair of the Asset Quality Committee. She also serves as a director of Equifax, Inc., Flowers Industries, Inc., Sanmina-SCI Corporation, SYSCO Corporation and Wellpoint, Inc.

Stock Ownership

As of December 31, 2005, the Corporation had two classes of voting securities: the Common Stock and the Series B Stock. As of such date, the Corporation did not know of any person who beneficially owned 5% or more of the Common Stock. The following table sets forth, as of December 31, 2005, information regarding the sole holder known to the Corporation to beneficially own more than 5% of the Series B Stock.

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As of December 31, 2005, no director, nominee or executive officer of the Corporation owned any shares of the Series B Stock.

The following table sets forth certain information as of December 31, 2005 with respect to the beneficial ownership of Common Stock by: (i) each director and nominee for director; (ii) each executive officer named in the Summary Compensation Table; and (iii) all directors, nominees and executive officers as a group.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation’s directors and certain of its officers to file reports with the SEC indicating their holdings of, and transactions in, the Corporation’s equity securities. Based solely on a review of the copies of such reports it received, and written representations from reporting persons, the Corporation believes that, during 2005, its reporting persons complied with all Section 16(a) filing requirements, except that Mr. Barnet filed a late report on Form 4 to report sales of 331 shares and 304 shares of Common Stock of the Corporation.

Compensation Committee Report

Objectives of Executive Compensation Programs. Under the direction of the Compensation Committee of the Board, the Corporation’s executive compensation programs are designed to attract and retain the highest quality executive officers and directly link pay to performance. This pay-for-performance mandate results in compensation programs that:

Commitment to Excellence in Governance. The Compensation Committee oversees the Corporation’s executive compensation programs, including the Bank of America Corporation 2003 Key Associate Stock Plan (the “Stock Plan”) and other equity-related plans. The Committee actively engages in these duties and follows procedures intended to ensure excellence in the governance of the Corporation’s pay-for-performance mandate:

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Measuring Performance. At the beginning of each year, the Compensation Committee reviews a written performance plan for the Corporation’s Chief Executive Officer. The performance plan includes quantifiable goals in three areas of achievement:

The other executive officers also have written performance plans covering the same three areas of achievement, although the specific goals established may be either corporate or business unit focused depending on the executive officer’s position and scope of responsibility.

Following the end of each year, the Compensation Committee assesses each executive officer’s performance relative to the executive officer’s given performance plan. The Committee applies the following core principles when engaged in this assessment:

Levels and Mix of Compensation. Each year the Compensation Committee determines a target total compensation package for each executive officer, comprised of the following four primary components**:

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In establishing the target total compensation package for each year, the Committee considers the compensation practices at the compensation competitor group and advice from the independent executive compensation consultant.

The actual cash incentive compensation, restricted stock awards and stock option awards for each executive officer will be determined following the end of the year based on the Compensation Committee’s assessment of the executive officer’s performance as described above.

Generally, the Compensation Committee establishes target performance goals to correspond to superior performance. The Compensation Committee expects target total compensation to approximate the median to high quartile of the competitor group for achieving this level of performance. Base salary constitutes only a small portion of this total compensation package. For example, the Chief Executive Officer’s base salary represents only about 6% of his target total compensation package, and base salary constitutes less than 10% of the target total compensation package for the other executive officers. As a result, almost all of each executive officer’s actual compensation each year is directly linked to the executive officer’s actual performance as determined by the Compensation Committee.

Emphasis on Long-Term Stock Ownership. The Compensation Committee believes that stock ownership by the executive officers is the best way to align the interests of the executive officers with those of the Corporation’s stockholders. Each executive officer’s target total compensation package includes a balanced combination of restricted stock and stock option awards in furtherance of this stock ownership goal, and these stock components comprise the majority of the target total compensation package.

The Compensation Committee believes in a balanced approach to stock compensation, providing for a mix of restricted stock and stock option awards. In recent years, the Compensation Committee has placed somewhat greater emphasis on restricted stock awards rather than stock options as a means to increase long-term stock ownership by the executive officers. Restricted stock and stock option awards are designed to encourage long-term stock ownership through the following features:

In addition, the Corporation has formal stock ownership guidelines applicable to the executive officers. Under these guidelines, the Chief Executive Officer is required to hold at least 500,000 shares of Common Stock and the

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other executive officers at least 150,000 shares of Common Stock. Unexercised stock options (whether vested or unvested) are disregarded for this purpose. Currently, all of the executive officers meet these guidelines.

Examples of Commitment to Pay-for-Performance. The Compensation Committee believes that the Corporation’s actions in recent years demonstrate the Corporation’s commitment to its pay-for-performance mandate:

Section 162(m). Compensation decisions for the executive officers are made with full consideration of the Code Section 162(m) implications. (Section 162(m) limits the deductibility of compensation paid to certain executive officers in excess of $1.0 million, but excludes “performance-based compensation” from this limit.) Amounts awarded under the stockholder-approved Executive Incentive Compensation Plan (“EIC Plan”) (both the cash and restricted stock components) are intended to constitute “performance-based compensation” under Code Section 162(m). Likewise, compensation realized by executive officers through the exercise of stock options should be fully deductible to the Corporation as “performance-based compensation” under Section 162(m).

2005 Compensation for Mr. Lewis. The general policies and guidelines described above for the compensation of executive officers also apply to the compensation recommendations made by the Compensation Committee and approved by the independent members of the Board with respect to the 2005 compensation for Mr. Lewis as the Corporation’s Chief Executive Officer.

Early in 2005, the Compensation Committee established Mr. Lewis’s target total compensation package for 2005. In determining Mr. Lewis’s cash incentive, restricted stock and stock option awards for performance in 2005, the Compensation Committee reviewed the written performance plan established for Mr. Lewis earlier in the year and the outcomes of the various goals related to customer, associate and stockholder satisfaction under that performance plan. In particular, the Compensation Committee noted the following:

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The amount of Mr. Lewis’s total compensation for 2005 was below his 2004 total compensation, but above his 2005 target compensation as a result of this high level of achievement. Based on its review of Mr. Lewis’s and the Corporation’s performance, and based on its review of all components and mix of Mr. Lewis’s compensation for 2005, the Compensation Committee has determined such compensation to be in the aggregate reasonable and appropriate.

Submitted by the Compensation Committee of the Board:

Charles W. Coker, Chair

Gary L. Countryman

Paul Fulton

O. Temple Sloan, Jr.

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Executive Compensation

Summary Compensation Table. The following table sets forth the compensation paid to the named individuals for services rendered to the Corporation and its subsidiaries during the periods indicated.

Mr. Moynihan received an award under the EIC Plan for performance in 2004 as described above, valued at $2,145,042 (based on the February 15, 2005 closing price). In addition, as part of the deferred retention account under Mr. Moynihan’s employment agreement with the Corporation entered in connection with the FleetBoston merger, the Corporation granted Mr. Moynihan an award of restricted stock units on April 1, 2004, valued at $2,512,535 (based on the April 1, 2004 closing price of $40.74 per share). These restricted stock units represented 50% of the cash severance payments under Mr. Moynihan’s prior change in control agreement with FleetBoston and were fully vested on the date of grant. These restricted stock units were paid out during 2005 in connection with the cancellation of Mr. Moynihan’s employment agreement. See “Employment Agreements with Executive Officers.”

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Option Grants. The following table shows the number and value of stock option grants made in February 2006 related to 2005 performance.

Option Grants for 2005 (1)

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Option Exercises and Year-End Option Values.    The following table shows information regarding the value of options exercised during 2005 and certain information about unexercised options at year-end.

Aggregated Option Exercises in 2005 and 2005 Year-End Option Values

Retirement Plans for Executive Officers

Qualified Pension Plans. The Corporation sponsors The Bank of America Pension Plan (the “Bank of America Pension Plan”), a tax-qualified cash balance pension plan which is available to nearly all of the associates of the Corporation and its subsidiaries (subject to certain minimum service requirements), other than associates who are covered by The Bank of America Pension Plan for Legacy Fleet (the “Legacy Fleet Pension Plan”). The named executive officers participate in the Bank of America Pension Plan, other than Mr. Moynihan who participates in the Legacy Fleet Pension Plan.

Both the Bank of America Pension Plan and the Legacy Fleet Pension Plan generally express benefits as a hypothetical cash balance account established in each participant’s name. A participant’s account receives two forms of credits: “compensation credits” and “investment credits” (for the Bank of America Pension Plan) or “interest credits” (for the Legacy Fleet Pension Plan).

Compensation credits equal a percentage of a participant’s compensation. “Compensation” for this purpose includes both salary and bonus under the Bank of America Pension Plan and salary only for Mr. Moynihan under the Legacy Fleet Pension Plan (such salary and bonus as described in the Summary Compensation Table). Compensation for this purpose is subject to the compensation limit applicable to tax-qualified plans ($210,000 for 2005). The applicable compensation credit percentage ranges between 2% and 8% under the Bank of America Pension Plan and between 4% and 8.5% (or between 7% and 16% for eligible compensation in excess of the Social Security wage base) under the Legacy Fleet Pension Plan, in each case depending on the participant’s combined age and years of “benefit service” as of the start of each plan year.

“Investment credits” under the Bank of America Pension Plan are based on the performance of certain hypothetical investment measures selected by the participant from a menu of investment measures (which correspond to the investment funds available under The Bank of America 401(k) Plan). “Interest credits” under the Legacy Fleet Pension Plan equal the yield on 1-year T-bills, subject to a minimum annual rate of 3.25%.

Under either plan, at termination of employment after having completed at least five years of service, a participant will receive the amount then credited to the participant’s cash balance account in an actuarially equivalent joint and survivor annuity (if married) or single life annuity (if not married). The participant may also choose from other optional forms of benefit, including a lump sum payment in the amount of the cash balance account.

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Both plans also include certain protected minimum benefits, some of which relate to pension formulas from prior pension plans that have merged into the plan and some of which relate to the conversion to a cash balance form of plan. One of these protected minimum benefits under the Bank of America Pension Plan guarantees that the cash balance account will not be less than the opening cash balance account at conversion plus subsequent compensation credits.

Pension Restoration Plans. The named executive officers participate in the Bank of America Pension Restoration Plan (the “Pension Restoration Plan”), other than Mr. Moynihan who participates in the FleetBoston Financial Corporation Retirement Income Assurance Plan (the “RIAP”). Both the Pension Restoration Plan and the RIAP are non-qualified deferred compensation plans that provide “make up” benefits for participants in the Bank of America Pension Plan or the Legacy Fleet Pension Plan (as applicable) whose plan benefits are reduced due to certain limits applicable to tax-qualified plans (such as the compensation limit described above) or due to participation in certain non-qualified deferred compensation plans. However, for 2005, no benefits are accrued on a combined basis under the Bank of America Pension Plan and the Pension Restoration Plan, or under the Legacy Fleet Pension Plan and the RIAP, on any compensation for the year in excess of $250,000. Pension Restoration Plan and RIAP benefits are generally payable at the same time and in the same form as benefits under the related tax-qualified pension plan, subject to limited exceptions.

Frozen SERPs. Certain of the named executive officers participate in the Bank of America Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan (the “Bank of America SERP”), and Mr. Moynihan participates in the FleetBoston Financial Corporation Supplemental Executive Retirement Plan (the “Fleet SERP”). Consistent with the Corporation’s pay-for-performance mandate, the Bank of America SERP was frozen effective December 31, 2002 and Mr. Moynihan agreed to a freeze of the Fleet SERP effective December 31, 2005. As a result, no further benefits accrue under either the Bank of America SERP or the Fleet SERP for any executive officer. Prior to being frozen, each SERP provided a target retirement benefit expressed as a percentage of final average compensation, offset by benefits from the applicable tax-qualified pension plan and pension restoration plan and, in the case of the Bank of America SERP, offset by Social Security. SERP participants will be eligible to receive the portion of their SERP benefits accrued through December 31, 2002 (or December 31, 2005, in the case of Mr. Moynihan) following their retirement in the form of a joint and 75% survivor annuity (or, in the case of Mr. de Molina, a joint and 66 ²/3% survivor annuity). Actuarially equivalent lump sum and installment payment options may also be elected.

Estimated Annual Benefits Payable to Named Executive Officers. The following table provides the estimated annual benefits from all of the sources described above, payable as a joint and 75% survivor annuity (or, in the case of Mr. de Molina, a joint and 66 ²/3% survivor annuity) commencing at age 60 based on accruals through December 31, 2005, and projecting cash balance accounts under the Bank of America Pension Plan and Pension Restoration Plan to age 60 at 4.90% (which is the statutory interest rate applicable to the Pension Plan for 2005), or in the case of Mr. Moynihan projecting cash balance accounts under the Legacy Fleet Pension Plan and the RIAP to age 60 at 3.25% (which is the minimum interest crediting rate under the Legacy Fleet Pension Plan):

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Deferred Compensation Plan.    Mr. Lewis and Mr. Taylor also participate in the NationsBank Corporation and Designated Subsidiaries Deferred Compensation Plan for Key Employees (the “Deferred Compensation Plan”) which was established by the Corporation as of November 1, 1985. Each of these named executive officers deferred compensation under the Deferred Compensation Plan during the period from 1985 through 1989, but no compensation has been deferred by the named executive officers under the Deferred Compensation Plan since 1989.

Under the Deferred Compensation Plan, a participant is returned his or her deferrals, along with interest, following the participant’s termination of employment. The annual rate of interest depends on the participant’s age and years of service at termination and will be approximately 13% (in the case of normal retirement or “special” early retirement), 11% (in the case of “regular” early retirement) or 8% (in the case of termination prior to “regular” early retirement). For these purposes, normal retirement means termination of employment following attainment of age 62; “special” early retirement means termination of employment following attainment of age 55 with 20 years of service; and “regular” early retirement means termination of employment following attainment of age 50 with 15 years of service. In addition, the designated beneficiary of a participant who dies while in service receives a benefit equal to the participant’s “regular” early retirement benefit (or the participant’s “special” early retirement benefit or normal retirement benefit to which the participant may have been entitled at the time of death). As a result, the designated beneficiary of a participant who dies prior to eligibility for “regular” early retirement may, in effect, receive a return on the participant’s deferrals that is greater than an 11% annual rate. Payments under the Deferred Compensation Plan are generally made over a period of 15 years following retirement or death, but they are made in a single payment following a termination of employment prior to eligibility for “regular” early retirement.

Benefit Security Trust.    In 1990, the Corporation and certain of its subsidiaries established a Benefit Security Trust (the “Trust”), to set aside funds to pay benefits under designated nonqualified retirement and deferred compensation plans. The Trust is a “grantor trust” under the Code, meaning that the assets of the Trust are subject to the claims of the creditors of the Corporation and its participating subsidiaries in the event of insolvency. Following a change in control of the Corporation, benefits under the covered plans will be paid from Trust assets to the extent not paid by the Corporation or its subsidiaries. No contributions have been made to the Trust since 1999. The fair market value of assets held in the Trust as of December 31, 2005 was $379.2 million.

Employment Agreements With Executive Officers.    The Corporation does not have any employment, severance or change in control agreements with any of its executive officers. In connection with the execution of the merger agreement between FleetBoston and the Corporation, the Corporation entered into a three-year employment agreement with Mr. Moynihan. This employment agreement became effective upon completion of the FleetBoston merger on April 1, 2004 and was to continue in effect until April 1, 2007. However, at the request of Mr. Moynihan, on October 26, 2005 Mr. Moynihan entered into a Cancellation Agreement (the “Cancellation Agreement”) with the Corporation pursuant to which the employment agreement was canceled effective October 26, 2005. In accordance with the Cancellation Agreement, Mr. Moynihan has no further rights to any severance or other benefits under the employment agreement, except that he continues to have the right to receive a tax gross-up payment under certain circumstances if an excise tax is imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, as a result of the FleetBoston merger. Under the employment agreement, the Corporation established a deferred compensation account for Mr. Moynihan and granted Mr. Moynihan certain restricted stock units (as described in the footnotes to the Summary Compensation Table with respect to 2004), which amounts represented the cash severance that would have been payable under Mr. Moynihan’s prior change in control agreement with FleetBoston determined as of April 1, 2004. In connection with the cancellation of the employment agreement, these vested amounts were paid out on November 1, 2005.

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Stock Performance Graph

The following graph compares the yearly percentage change in the Corporation’s cumulative total stockholders’ return on the Common Stock with: (i) Standard & Poor’s 500 Index; and (ii) Standard & Poor’s Global Industry Classification Standard (“GICS”) Bank Industry Index for the years ended 2001 to 2005, inclusive.

The graph assumes an initial investment of $100 at the end of 2000 and the reinvestment of all dividends during the periods indicated.

Compensation Committee Interlocks and Insider Participation

Mr. Coker, Mr. Countryman, Mr. Fulton and Mr. Sloan currently serve on the Compensation Committee. None of these individuals is or has been an officer or associate of the Corporation.

Certain Transactions

A number of the Corporation’s directors and executive officers and certain business organizations and individuals associated with them have been customers of the Corporation’s banking subsidiaries. All extensions of credit to the foregoing persons have been made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time in comparable transactions with others and did not involve more than the normal risk of collectibility or present other unfavorable features.

In the ordinary course of business, the Corporation also performs investment banking, financial advisory and other services for entities with which its directors are affiliated.

In the opinion of management, each of the following transactions was on terms no more or less favorable than those prevailing at the time for comparable transactions with unaffiliated parties.

Mr. Countryman’s daughter is one of 351 partners in a law firm that has regularly provided legal services to the Corporation and its predecessors for over 100 years. In 2005, the law firm received approximately $18.8 million for services provided to the Corporation and its subsidiaries, a portion of which was paid by customers of the Corporation. She does not serve on the management committee of the law firm and the law firm does not consider her to be one of its executive officers.

The Corporation leases space for banking centers from subsidiaries of Highwoods Properties, Inc., a company of which Mr. Sloan is Chairman. In 2005, the Corporation paid rental and related charges of approximately $2,300,000 for this space. Mr. Sloan is neither an executive officer nor an employee of Highwoods.

Audit Committee Report

The Audit Committee currently consists of five members of the Board, each of whom is independent under the NYSE listing standards, SEC rules and regulations applicable to audit committees. The Board has adopted, and

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annually reviews, an Audit Committee charter. The charter specifies the scope of the Audit Committee’s responsibilities and how it carries out those responsibilities.

The Audit Committee has reviewed and discussed the Corporation’s December 31, 2005 audited financial statements with management and with PricewaterhouseCoopers LLP, the Corporation’s independent registered public accounting firm (“PwC”). The Audit Committee also has discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit Committee Communications).

The Audit Committee also has received from PwC the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with PwC their independence from the Corporation. The Audit Committee also has considered whether the provision of non-audit services to the Corporation is compatible with PwC’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the December 31, 2005 audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.

Submitted by the Audit Committee of the Board:

Thomas J. May, Chair

William Barnet, III

Tommy Franks

W. Steven Jones

Walter E. Massey

ITEM 2: RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected PwC as the independent registered public accounting firm to audit the books of the Corporation and its subsidiaries for the year ending December 31, 2006, to report on the consolidated statement of financial position and related statement of earnings of the Corporation and its subsidiaries, and to perform such other appropriate accounting services as may be required by the Board. The Board recommends that the stockholders vote in favor of ratifying the selection of PwC for the purposes set forth above. If the stockholders do not ratify the selection of PwC, the Audit Committee will consider a change in auditors for the next year.

PwC has advised the Corporation that they are independent accountants with respect to the Corporation, within the meaning of standards established by the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the Independence Standards Board and federal securities laws administered by the SEC. Representatives of PwC will be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire, and they will be available to respond to appropriate questions.

During 2005, PwC’s fees for services rendered equaled $47,800,000, and PwC’s fees for services for 2004 were $52,400,000. These amounts are divided into the following four categories:

Audit Fees

PwC’s fees related to the audit of the Corporation’s consolidated financial statements, the audit of statutory and subsidiary financial statements, the issuance of comfort letters and SEC consents were $27,400,000 in 2005 and $28,800,000 in 2004.

Audit-Related Fees

PwC charged the Corporation $6,700,000 for audit-related fees in 2005, and $7,500,000 for audit-related fees in 2004. These fees included other audit and attest services, financial accounting, reporting and compliance matters, risk and controls review and transaction and due diligence services.

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Tax Fees

PwC charged the Corporation $13,500,000 for tax compliance, advisory and planning services in 2005, and $15,300,000 for tax compliance, advisory and planning services in 2004.

All Other Fees

PwC billed the Corporation $200,000 for all other fees in 2005, and $800,000 for all other fees in 2004. These fees were for financial advisory, litigation assistance and human resource advisory work.

Pre-approval Policies and Procedures

Under the Audit Committee’s pre-approval policies and procedures, the Audit Committee is required to pre-approve the audit and non-audit services performed by the Corporation’s independent registered public accounting firm. The Audit Committee pre-approves a list of services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the Audit Committee. The list of pre-approved services is divided into four categories: audit services, audit-related services, tax services and all other services. In addition, the Audit Committee sets pre-approved fee levels for each of these listed services. Any type of service that is not included on the list of pre-approved services must be specifically approved by the Audit Committee or its designee. Any proposed service that is included on the list of pre-approved services but will cause the pre-approved fee level to be exceeded will also require specific pre-approval by the Audit Committee or its designee.

The Audit Committee has delegated pre-approval authority to the Audit Committee chair, and any pre-approved actions by the Audit Committee chair as designee are reported to the Audit Committee for approval at its next scheduled meeting.

All of the fees paid to PwC in 2005 were pre-approved by the Audit Committee, and there were no services for which the de minimus exception permitted in certain circumstances under SEC rules was utilized.

The Board recommends a vote “FOR” ratifying the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2006 (Item 2 on the proxy card).

ITEM 3: ADOPTION OF AN AMENDMENT TO THE 2003 KEY ASSOCIATE STOCK PLAN

The Corporation currently maintains the Bank of America Corporation 2003 Key Associate Stock Plan, as amended and restated effective April 1, 2004, which the Corporation refers to as the Stock Plan. Under this plan, the Corporation has reserved a number of shares of Common Stock for issuance to key associates in the form of stock options, stock appreciation rights (SARs), restricted stock shares and restricted stock units. The Stock Plan’s term is currently scheduled to expire on December 31, 2008.

Prior to the merger with MBNA Corporation, which closed on January 1, 2006, the Corporation estimated that the remaining available shares under the Stock Plan would be sufficient to grant awards through the annual grant for performance year 2006 to be made in February 2007. However, the MBNA merger has increased the number of key associates eligible for awards under the Stock Plan and the Stock Plan reserve may not fully fund the 2007 grants. The MBNA equity compensation plans have been terminated effective as of January 1, 2006, and no available shares have been carried over from the MBNA plans to the Stock Plan.

In order to provide a sufficient pool of equity for the Corporation to attract and retain talent over the next three to four years, the Board has adopted, subject to stockholder approval, an amendment to the Stock Plan to add 180 million shares of Common Stock to the pool of shares available for awards. The Corporation refers to the Stock Plan as modified by this amendment as the Amended Stock Plan. The Amended Stock Plan is nearly identical in design to the current Stock Plan, but also has a few important differences described in this section. The Amended Stock Plan extends the Stock Plan’s term by three years, from December 31, 2008 to December 31, 2011.

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Plan Features and Grant Practices That Protect Stockholder Interests

The Amended Stock Plan and the Corporation’s grant practices include a number of features intended to protect the interests of stockholders: