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Exhibit (a)(1)(A)(i)

OFFER TO EXCHANGE

Up to 200,000,000 Shares of Common Stock for

Outstanding Depositary Shares Representing Interests in the Series of Preferred Stock Described Below

We are offering to exchange, upon the terms and subject to the conditions set forth in this offer to exchange (as supplemented or amended, the “Offer to Exchange”) and the related letter of transmittal (as supplemented or amended, the “Letter of Transmittal”), up to 200,000,000 shares (the “Maximum Aggregate Consideration”) of our common stock, par value $0.01 per share (the “Common Stock”), for outstanding depositary shares (the “Depositary Shares”), representing fractional interests in shares of the series of our preferred stock (the “Preferred Stock”) listed in the table below (the “Exchange Offer”). If the aggregate number of shares of Common Stock issuable in exchange for Depositary Shares that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Aggregate Consideration, we will accept for exchange that number of Depositary Shares that does not result in a number of shares of Common Stock being issued in the Exchange Offer in excess of the Maximum Aggregate Consideration. In that event, the Depositary Shares will be accepted for exchange in accordance with the acceptance priority levels specified in the table below (in numerical priority order) and may be subject to proration, as described in this Offer to Exchange. The value of the Common Stock we are offering for each exchanged Depositary Share (based on the Common Stock Average Price (as defined below)) will be equal to the applicable consideration per Depositary Share specified in the table below, and the number of shares of Common Stock issuable in exchange for each Depositary Share that this value represents will be equal to the applicable consideration per Depositary Share, divided by the Common Stock Average Price.

The “Common Stock Average Price” will be the average of the daily per share volume-weighted average price of our Common Stock on the New York Stock Exchange (the “NYSE”) for each of the five consecutive trading days ending on and including June 22, 2009, which is the second business day prior to the scheduled Expiration Date. As a result, you will not know the actual number of shares of Common Stock issuable for each exchanged Depositary Share until we have determined the Common Stock Average Price after the close of trading on the NYSE on June 22, 2009. After it has been determined, we will announce the Common Stock Average Price by issuing a press release prior to 9:00 a.m., New York City time, on June 23, 2009. Following that announcement, holders of Depositary Shares may contact D.F. King & Co., Inc., the information agent for the Exchange Offer, at (800) 829-6551 (toll-free), to obtain the Common Stock Average Price and the number of shares of Common Stock issuable for each exchanged Depositary Share.

The Exchange Offer is subject to the conditions discussed under “The Exchange Offer—Conditions to the Exchange Offer,” which must be satisfied or waived by us on or prior to the Expiration Date, including that the Common Stock Average Price is at least $10.00. The Exchange Offer is not conditioned upon any minimum number or amount of Depositary Shares being tendered.

Shares of our Common Stock are listed on the NYSE under the symbol “BAC” and the Depositary Shares are listed on the NYSE under the symbols specified in the table above.

You are encouraged to read and carefully consider this Offer to Exchange in its entirety, particularly information under “Risk Factors” beginning on page 17 of this Offer to Exchange.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Exchange Offer or of the securities to be issued in the Exchange Offer or determined if this Offer to Exchange is truthful or complete. Any representation to the contrary is a criminal offense.

May 28, 2009

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You should rely only on the information contained or incorporated by reference in this Offer to Exchange. We have not authorized anyone to provide you with information that is different. You should assume that the information contained or incorporated by reference in this Offer to Exchange is accurate only as of the date of this Offer to Exchange or as of the date of the document incorporated by reference, as applicable.

We are relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), to exempt the Exchange Offer from the registration requirements of the Securities Act. We are also relying on Section 18(b)(4)(C) of the Securities Act or other applicable exemptions under state securities laws and regulations to exempt the Exchange Offer from the registration and qualification requirements of state securities laws. We have no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Exchange Offer. In addition, neither our financial advisor nor any broker, dealer, salesperson, agent or any other person is engaged or authorized to express any statement, opinion, recommendation or judgment with respect to the relative merits and risks of the Exchange Offer.

You must make your own decision whether to tender your Depositary Shares in the Exchange Offer, and, if so, the number or amount of Depositary Shares to tender. Neither we, the Information Agent, the Exchange Agent nor any other person is making any recommendation as to whether or not you should tender your Depositary Shares for exchange in the Exchange Offer.

We are not providing for guaranteed delivery procedures and, therefore, you must allow sufficient time for the necessary tender procedures described in this Offer to Exchange to be completed prior to the Expiration Date. Tenders not received by the Exchange Agent on or prior to the Expiration Date will be disregarded and of no effect.

We are not disseminating this Offer to Exchange or any other offer materials in any jurisdictions outside the United States where such dissemination is not permitted under applicable law.

We will determine the Common Stock Average Price after the close of trading on the NYSE on June 22, 2009, and will announce the Common Stock Average Price by issuing a press release prior to 9:00 a.m., New York City time, on June 23, 2009. Following that announcement, holders of Depositary Shares may contact, D.F. King & Co., Inc., the Information Agent for the Exchange Offer, at (800) 829-6551 (toll-free), to obtain the Common Stock Average Price and the number of shares of Common Stock issuable for each exchanged Depositary Share. In addition, the daily per share volume-weighted average price of our Common Stock for each of the days in the five-day period during which the Common Stock Average Price is determined will be available at http://www.dfking.com/bofa.

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QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

The following are certain questions regarding the Exchange Offer that you may have as a holder of the Depositary Shares and the answers to those questions. To fully understand the Exchange Offer and the considerations that may be important to your decision whether to participate in the Exchange Offer, you should carefully read this Offer to Exchange in its entirety, particularly the information below under “Risk Factors,” as well as the information incorporated by reference in this Offer to Exchange. For more information about us, see below under “Where You Can Find More Information.”

Why are we making the Exchange Offer?

We believe that the Exchange Offer will assist us in meeting our goal of increasing our Tier 1 common capital level (together with other actions) to the $33.9 billion announced by the Federal Reserve Board in the results of the Supervisory Capital Assessment Program. The Exchange Offer would increase our Tier 1 common capital by an amount equal to the aggregate liquidation preference of the Depositary Shares exchanged in the Exchange Offer.

What are the general terms of the Exchange Offer?

We are offering to exchange up to 200,000,000 newly-issued shares of our Common Stock for outstanding Depositary Shares, representing fractional interests in the Preferred Stock described on the cover page of this Offer to Exchange. Because the maximum number of shares of our Common Stock that we may issue in exchange for Depositary Shares in the Exchange Offer is 200,000,000, which we refer to as the “Maximum Aggregate Consideration,” we may not be able to accept for exchange all Depositary Shares validly tendered and not properly withdrawn as of the Expiration Date. If we cannot accept all Depositary Shares validly tendered and not properly withdrawn as of the Expiration Date without issuing a number of shares of our Common Stock in exchange for those Depositary Shares in excess of the Maximum Aggregate Consideration, acceptance of Depositary Shares will be in accordance with the acceptance priority levels specified on the cover page of this Offer to Exchange in numerical priority order and may be subject to proration. For more information about acceptance priority levels and proration, see below under “The Exchange Offer—Terms of the Exchange Offer—Acceptance Priority Levels; Proration.”

The number of shares of Common Stock issuable as consideration for each Depositary Share accepted in the Exchange Offer will be equal to applicable consideration per Depositary Share specified in the table on the cover page of this Offer to Exchange, divided by the Common Stock Average Price (determined as described below) and will be rounded to four decimal places.

What will you receive in the Exchange Offer if you validly tender Depositary Shares and they are accepted?

You will receive shares of our Common Stock as consideration for your Depositary Shares that are accepted for exchange in the Exchange Offer valued at the applicable consideration per Depositary Share specified in the table on the cover page of this Offer to Exchange. The number of shares of our Common Stock you will receive for each accepted Depositary Share will be determined by us, once we have determined the Common Stock Average Price, and will be equal to the applicable consideration per Depositary Share for the relevant series of Preferred Stock, divided by the Common Stock Average Price.

Shares of our Common Stock and Depositary Shares of each series of Preferred Stock are listed on the NYSE. The symbols under which those securities are listed, along with the last reported sales price per share of those securities, are described below under “Market Price and Dividend Information—Market Price and Dividends of Common Stock” and “—Market Price and Dividends of Preferred Stock.”

What Common Stock price will we use in determining how many shares of Common Stock are issuable in exchange for each accepted Depositary Share and how will that Common Stock price be determined?

The number of shares of our Common Stock issuable in exchange for each accepted Depositary Share will be determined by dividing the applicable consideration per Depositary Share specified in the table on

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the cover page of this Offer to Exchange for the relevant series of Preferred Stock by the Common Stock Average Price. The “Common Stock Average Price” will be the simple arithmetic average of the daily per share volume-weighted average price of our Common Stock on the NYSE for each of the five consecutive trading days ending on and including June 22, 2009, which is the second business day prior to the scheduled Expiration Date. The volume-weighted average price for any trading day means the per share volume-weighted average price of our Common Stock on the NYSE on that trading day as displayed under the heading “Bloomberg VWAP” on Bloomberg Page “BAC UN <equity> AQR” (or its equivalent successor page if such page is not available) for the period from the scheduled open of trading on the NYSE on the relevant trading day until the scheduled close of trading on the NYSE on the relevant trading day (or if such per share volume-weighted average price is unavailable, the market price of one share of our Common Stock on the relevant trading day determined, using a volume-weighted average method, by a nationally recognized investment banking firm retained by us for this purpose).

The Common Stock Average Price will be determined after the close of trading on the NYSE on June 22, 2009, the second business day prior to the scheduled Expiration Date, and, after it is determined, we will announce the Common Stock Average Price by issuing a press release prior to 9:00 a.m., New York City time, on June 23, 2009. The relevant period for the determination of the Common Stock Average Price will not change even if we extend the Exchange Offer.

When will you know the actual number of shares of our Common Stock that you will receive for Depositary Shares accepted for exchange?

You will not know the actual number of shares you will receive for your Depositary Shares accepted for exchange until after the close of trading on the NYSE on June 22, 2009, which is when we will determine the Common Stock Average Price. However, the value of the Common Stock you receive for Depositary Shares accepted for exchange is fixed at the applicable consideration per Depositary Share specified on the cover page of this Offer to Exchange. After it is determined, we will announce the Common Stock Average Price by issuing a press release prior to 9:00 a.m., New York City time, on June 23, 2009. Following that announcement, holders of Depositary Shares may contact the Information Agent at (800) 829-6551 (toll-free) to obtain the Common Stock Average Price and the number of shares of Common Stock issuable for each Depositary Share accepted for exchange. In addition, the daily per share volume-weighted average price of our Common Stock for each of the days in the five-day period during which the Common Stock Average Price is determined will be available at http://www.dfking.com/bofa.

How will fluctuations in the market price of our Common Stock affect the consideration offered to holders of Depositary Shares?

We are offering to exchange a number of shares of our Common Stock for each accepted Depositary Share that will be equal to the consideration per Depositary Share specified in the table on the cover page of this Offer to Exchange, divided by the Common Stock Average Price. If the market price of our Common Stock consistently declines during the period of five consecutive trading days used to determine the Common Stock Average Price, the Common Stock Average Price also will decline. However, in that situation, although the aggregate value of Common Stock you will receive if your Depositary Shares are accepted for exchange will remain the same, the number of shares of our Common Stock you receive will increase, and you will therefore receive a greater number of shares of Common Stock in total for your accepted Depositary Shares. The market price of our Common Stock could fluctuate depending upon any number of factors, including those specific to us and those that influence the trading prices of equity securities generally. For a detailed description of those factors, see below under “Risk Factors.”

Will you have an opportunity to tender your Depositary Shares in the Exchange Offer, or withdraw previously-tendered Depositary Shares, after the determination of the Common Stock Average Price?

Yes. Since the Common Stock Average Price will be calculated and announced by us prior to 9:00 a.m., New York City time, on June 23, 2009, and the Exchange Offer will not expire earlier than the scheduled

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Expiration Date, which is 12:00 midnight, New York City time, on June 24, 2009, you will have a minimum of two business days after we announce the Common Stock Average Price to tender your Depositary Shares in the Exchange Offer or to withdraw your previously-tendered Depositary Shares. For more information on withdrawal of previously-tendered Depositary Shares, see below under “The Exchange Offer—Withdrawal of Tenders.”

Will you receive dividend payments on shares of our Common Stock that you receive in exchange for your accepted Depositary Shares?

You will receive a number of shares of our Common Stock in exchange for your accepted Depositary Shares determined as described in this Offer to Exchange. After the settlement of the Exchange Offer, you will be entitled to receive cash dividends on our Common Stock, when, as and if declared by our board of directors. You will not be entitled to receive any Common Stock dividends declared by our board of directors for which the record date is before the settlement of the Exchange Offer, since you will not be the record holder on that date.

In the first quarter of 2009, we paid a quarterly dividend of $0.01 per share of Common Stock. We intend to continue to pay regular quarterly dividends on shares of our Common Stock; however, the payment of future cash dividends will depend upon, among other things, our financial condition, funds from operations, the level of our capital and development expenditures, our future business prospects and any contractual restrictions or restrictions under Delaware law. In addition, as a result of our issuance of series of our preferred stock to the U.S. Department of the Treasury (the “U.S. Treasury”) pursuant to the Troubled Asset Relief Program (“TARP”) (the “UST Preferred Stock”), for so long as any of the UST Preferred Stock remains outstanding or is owned by the U.S. Treasury, we are prohibited from increasing the current dividend rate on our Common Stock without the U.S. Treasury’s consent. For more information about factors that may affect dividends on our Common Stock, see below under “Risk Factors.”

If you do not participate in the Exchange Offer, your Depositary Shares will remain outstanding, and you will continue to receive, when, as and if declared by our board of directors on the corresponding series of Preferred Stock, dividend payments on those Depositary Shares based on the applicable dividend rate of the corresponding series of Preferred Stock for so long as you continue to hold those Depositary Shares and they remain outstanding, subject to any restrictions under Delaware law or our certificate of incorporation.

Will you receive dividend payments on the Depositary Shares that you tender and are accepted in the Exchange Offer?

Holders of the Depositary Shares are entitled to receive dividends on those Depositary Shares only when, as and if our board of directors declares dividends on the corresponding series of Preferred Stock in accordance with the specific terms of that series of Preferred Stock. For Depositary Shares accepted in the Exchange Offer, if dividends are declared on a series of Preferred Stock and the related record date for that dividend declaration occurs prior to the date we accept your corresponding Depositary Shares for exchange, and if you are the holder of such securities on the record date, you will receive payment of those dividends on the applicable dividend payment date even if you exchange your Depositary Shares in the Exchange Offer and the dividend payment date occurs after the date we accept your Depositary Shares. On April 3, 2009, our board of directors declared a dividend on the Series I Preferred Stock to be payable on July 1, 2009 to holders of record on June 15, 2009. Since the record date for that dividend declaration is June 15, 2009, which is before the date we would accept for exchange Depositary Shares representing the Series I Preferred Stock, you would receive the dividend payable on July 1, 2009 if you are the holder of record of those Depositary Shares on June 15, 2009, even if you tender and we accept your Depositary Shares representing the Series I Preferred Stock after that record date and even though the dividend payment date occurs after we would accept your Depositary Shares for exchange. For projected future dividends (which have not yet been declared) on all other series of the Preferred Stock included in this Exchange Offer, the record dates would occur after the scheduled Expiration Date, and, as a result, assuming the Exchange Offer is not extended, you would not be entitled to dividends on Depositary Shares representing those series of Preferred Stock if you tendered those Depositary Shares and they were accepted for exchange.

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You will not receive payment of dividends as part of the consideration for your Depositary Shares accepted for exchange in the Exchange Offer.

What rights will you lose if your Depositary Shares are exchanged in the Exchange Offer?

If your Depositary Shares are exchanged, you will lose the rights of a holder of the corresponding series of Preferred Stock, which are described below under “Comparison of Rights of the Preferred Stock and the Common Stock” and “Description of Preferred Stock.” For example, you would lose the right to receive dividends on your exchanged Depositary Shares when, as and if declared in the future by our board of directors on the corresponding series of Preferred Stock. You also would lose the right to receive, out of assets available for distribution to our stockholders and before any distribution is made to the holders of stock ranking junior to the Preferred Stock (including our Common Stock), a liquidation preference in the applicable amount per share for the series of Preferred Stock corresponding to the Depositary Shares you hold, plus declared and unpaid dividends, upon our voluntary or involuntary liquidation, winding up or dissolution.

If the Exchange Offer is consummated and you do not participate in the Exchange Offer or you do not tender all of your Depositary Shares in the Exchange Offer, how will your rights and obligations under your remaining outstanding Depositary Shares be affected?

The terms of your Depositary Shares that remain outstanding after the consummation of the Exchange Offer, if any, will not change as a result of the Exchange Offer.

What do we intend to do with the Depositary Shares that are tendered in the Exchange Offer?

Shares of the corresponding series of Preferred Stock represented by exchanged Depositary Shares will be restored to the status of authorized but unissued shares of our preferred stock without designation as to series. Any Depositary Shares not validly tendered or not accepted in the Exchange Offer will be returned to you promptly after the expiration or termination of the Exchange Offer.

Can you tender only a portion of the Depositary Shares that you hold?

Yes. You do not have to tender all of your Depositary Shares to participate in the Exchange Offer.

Is there a minimum number or amount of Depositary Shares that must be tendered in the Exchange Offer?

No. The Exchange Offer is not conditioned upon the valid tender of a minimum number or amount of Depositary Shares.

Is there a maximum amount of Depositary Shares that may be exchanged in the Exchange Offer?

We will accept for exchange the maximum number of validly tendered and not properly withdrawn Depositary Shares that does not result in the issuance of a number of shares of our Common Stock in excess of the Maximum Aggregate Consideration, in accordance with the acceptance priority levels in numerical priority order and subject to proration, as described below under “The Exchange Offer—Terms of the Exchange Offer—Acceptance Priority Levels; Proration.”

Will the Common Stock to be issued as consideration in the Exchange Offer be listed on the NYSE?

Yes. The shares of Common Stock to be issued as consideration in the Exchange Offer have been approved for listing on the NYSE, subject to notice of issuance.

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Will the Common Stock received by tendering holders of Depositary Shares be freely tradeable?

The Exchange Offer is being made in reliance on an exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act. Consistent with past interpretations of Section 3(a)(9) by the staff of the SEC, we expect that shares of our Common Stock received in exchange for Depositary Shares in the Exchange Offer will not be restricted securities for purposes of the Securities Act and will be tradeable without regard to any holding period by those tendering holders who are not our “affiliates” (as defined in the Securities Act) because the Depositary Shares were originally issued in transactions registered with the SEC. Shares of our Common Stock issued pursuant to the Exchange Offer to a holder of Depositary Shares who is deemed to be our affiliate must be sold or transferred by such affiliate in accordance with the requirements of Rule 144 under the Securities Act, and the holding period of Depositary Shares tendered by such recipients can be tacked onto the shares of our Common Stock received in exchange for the Depositary Shares for the purpose of satisfying the holding period requirements of Rule 144.

What are the conditions to the Exchange Offer?

The Exchange Offer is subject to the conditions described below under “The Exchange Offer—Conditions to the Exchange Offer,” including that the Common Stock Average Price is at least $10.00. We may waive certain conditions of the Exchange Offer. If any of the conditions are not satisfied or waived by us on or before the Expiration Date, we will not accept and exchange any validly tendered Depositary Shares. For more information regarding the conditions to the Exchange Offer, see below under “The Exchange Offer—Conditions to the Exchange Offer.”

When does the Exchange Offer expire?

The Exchange Offer will expire on the Expiration Date, currently 12:00 midnight, New York City time, on June 24, 2009, unless extended or earlier terminated by us.

Under what circumstances can the Exchange Offer be extended, amended or terminated?

We do not intend to extend or amend the Exchange Offer. However, we reserve the right to extend the Exchange Offer for any reason. We also expressly reserve the right, at any time or from time to time, to amend the terms of the Exchange Offer in any respect prior to the Expiration Date. If we make a material change in the terms of the Exchange Offer, or in the information contained in this Offer to Exchange, or waive a material condition to the Exchange Offer, we may be required by law to extend the Exchange Offer. During any extension of the Exchange Offer, Depositary Shares that were previously tendered and not properly withdrawn will remain subject to the Exchange Offer, subject to your right to withdraw Depositary Shares prior to the acceptance in accordance with the Exchange Offer.

We reserve the right, in our reasonable discretion, to terminate the Exchange Offer, at any time prior to the Expiration Date, if any condition to the Exchange Offer is not satisfied. If the Exchange Offer is terminated, no Depositary Shares will be accepted for exchange, and any Depositary Shares that have been tendered will be returned to the holder promptly after the termination.

For more information regarding our right to extend, amend or terminate the Exchange Offer, and our obligation to inform you of some of these changes, see below under “The Exchange Offer—Expiration Date; Extension; Termination; Amendment.”

How will you be notified if the Exchange Offer is extended, amended or terminated?

If the Exchange Offer is extended, amended or terminated, we will make a timely public announcement, with the announcement in the case of an extension of the Exchange Offer to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. For more

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information regarding notification of extensions, amendments or termination of the Exchange Offer, see below under “The Exchange Offer—Expiration Date; Extension; Termination; Amendment” and “—Announcements.”

How will the Common Stock Average Price be affected by an extension of the Exchange Offer?

Even if we extend the Exchange Offer, the Common Stock Average Price will still be determined using the average of the daily per share volume-weighted average price of our Common Stock on the NYSE for each of the five consecutive trading days ending on and including June 22, 2009. For information about fluctuations in the share price of our Common Stock, see below under “Risk Factors.”

What risks should you consider in deciding whether or not to tender your Depositary Shares?

In deciding whether to participate in the Exchange Offer, you should carefully consider the discussion of the risks affecting the Exchange Offer and our Common Stock described below under “Risk Factors,” and the discussion of the risks and uncertainties affecting our business in the documents incorporated by reference into this Offer to Exchange.

Are we making a recommendation regarding whether you should tender your Depositary Shares in the Exchange Offer?

We are not making any recommendation regarding whether you should tender or refrain from tendering your Depositary Shares in the Exchange Offer. Accordingly, you must make your own determination as to whether to tender your Depositary Shares in the Exchange Offer and, if so, the number or amount of Depositary Shares to tender. Before making your decision, we recommend that you carefully read this Offer to Exchange in its entirety, including the information set forth in “Risk Factors” beginning on page 17, and the other documents incorporated by reference in this Offer to Exchange. We also recommend that you obtain current market quotations for the Depositary Shares and our Common Stock before deciding to participate in the Exchange Offer.

What are the federal income tax consequences of your participation in the Exchange Offer?

For a discussion of the material U.S. federal income tax considerations relating to the Exchange Offer, see below under “Material United States Federal Income Tax Considerations” beginning on page 51 for information regarding tax consequences of participating in the Exchange Offer. We recommend that you consult your own tax advisor for a full understanding of the tax consequences of participating in the Exchange Offer.

How will the Exchange Offer affect the trading market for the Depositary Shares that are not exchanged?

If a sufficiently large number of Depositary Shares of a series do not remain outstanding after the Exchange Offer, the trading market for the remaining outstanding Depositary Shares of that series may be less liquid and more sporadic, and market prices may fluctuate significantly depending on the volume of trading in the remaining outstanding Depositary Shares of that series.

Are our financial condition and results of operations relevant to your decision to tender in the Exchange Offer?

Yes. The price of both our Common Stock and the Depositary Shares may be affected by our financial condition and results of operations.

Will we receive any cash proceeds from the Exchange Offer?

No. We will not receive any cash proceeds from the Exchange Offer.

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Are any Depositary Shares held by our directors or officers?

Yes. Our chief executive officer beneficially owns Depositary Shares representing the Series H Preferred Stock. Details regarding his ownership are set forth below under “The Exchange Offer—Interests in the Depositary Shares.”

How do you tender your Depositary Shares?

The Depositary Shares are represented by global shares or global positions registered in the name of The Depository Trust Company or its nominee (which we refer to in this Offer to Exchange as “DTC”). DTC is the only registered holder of all Depositary Shares. You may tender your Depositary Shares in accordance with DTC’s automated tender offer program (“ATOP”) or by following the other procedures described under “The Exchange Offer—Procedures for Tendering Depositary Shares.” We are not providing for guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed prior to the Expiration Date. If you wish to tender your Depositary Shares and they are held of record by a broker, dealer, commercial bank, trust company or other nominee, you should contact such entity promptly and instruct it to tender Depositary Shares on your behalf. Tenders of Depositary Shares not received by the Exchange Agent on or prior to the Expiration Date will be disregarded and of no effect.

If you have questions about the procedures for tendering your Depositary Shares, you can call the Information Agent toll-free at (800) 829-6551.

For more information regarding the procedures for tendering your Depositary Shares, see below under “The Exchange Offer—Procedures for Tendering Depositary Shares.”

What happens if some or all of your Depositary Shares are not accepted for exchange?

If some or all of your Depositary Shares are not accepted for exchange, including due to proration, the Depositary Shares we do not accept will be returned to you, at our expense, promptly after the expiration or termination of the Exchange Offer by crediting those Depositary Shares to the DTC account from which the tendered Depositary Shares were delivered.

How do you withdraw previously-tendered Depositary Shares?

You may withdraw previously-tendered Depositary Shares at any time prior to the Expiration Date. In addition, if not previously returned, you may withdraw any Depositary Shares that you tender that are not accepted for exchange by us after the expiration of 40 business days from May 28, 2009, which is the date of commencement of the Exchange Offer. For more information regarding procedures for withdrawing tendered Depositary Shares, see below under “The Exchange Offer—Withdrawal of Tenders.”

Will you have to pay any fees or commissions if you tender your Depositary Shares?

If your Depositary Shares are held through a broker or other nominee who tenders Depositary Shares on your behalf, your broker may charge you a commission for doing so. You should consult with your broker or other nominee to determine whether any charges will apply. If you tender your Depositary Shares through Banc of America Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated, you will not be charged a commission by either entity.

With whom can you talk if you have questions about the Exchange Offer?

If you have questions about the procedures for tendering in the Exchange Offer, require additional materials about the Exchange Offer or require assistance in tendering your Depositary Shares, please contact D.F. King & Co., Inc., the Information Agent. You can call the Information Agent toll-free at (800) 829-6551. You may also write to the Information Agent at the address listed on the back cover of this Offer to Exchange.

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RISK FACTORS

Your participation in the Exchange Offer and investing in our Common Stock involve significant risks. This Offer to Exchange does not describe all of those risks. The following is a list of certain risks and investment considerations related to the Exchange Offer and to shares of our Common Stock. Before deciding to participate in the Exchange Offer, you should consider carefully these risks and the more detailed explanation of risks described in our annual report on Form 10-K for the year ended December 31, 2008 under the caption “Item 1A. Risk Factors,” as well as other information included or incorporated by reference into this Offer of Exchange.

Risks Related to the Exchange Offer

We could issue a substantial number of newly-issued shares of our Common Stock in the Exchange Offer, which could adversely affect the market price of our Common Stock.

As of May 26, 2009, we had approximately 7.92 billion shares of Common Stock outstanding, including the shares of Common Stock issued pursuant to the ATM Program and the Private Exchange Transactions. We propose to issue 200,000,000 newly-issued shares of Common Stock in the Exchange Offer, which could result in a substantial increase in the number of shares of our Common Stock outstanding. The issuance of such number of shares of our Common Stock could adversely affect the market price of our Common Stock.

The consideration being offered for the Depositary Shares in the Exchange Offer, payable in shares of our Common Stock, is lower than the liquidation preferences of the Depositary Shares.

In the Exchange Offer, we are offering to exchange shares of our Common Stock at an exchange ratio that represents a discount to the applicable liquidation preference of your Depositary Shares. In addition, we are valuing the Common Stock that we are offering in exchange for your already discounted Depositary Shares based on the average of the daily per share volume-weighted average price of our Common Stock on the NYSE for each of the five consecutive trading days ending on and including June 22, 2009, which could be above the closing price of the shares of Common Stock you receive on the settlement of the Exchange Offer, if your Depositary Shares are accepted for exchange.

The number of shares of Common Stock that you will receive in exchange for accepted Depositary Shares depends on the market price of our Common Stock, which fluctuates.

The number of shares of our Common Stock that you will receive in exchange for Depositary Shares accepted in the Exchange Offer is not fixed and will depend on the average of the daily per share volume-weighted average price of our Common Stock on the NYSE for each of the five consecutive trading days ending on and including June 22, 2009. Because the price of our Common Stock fluctuates, the number of shares of Common Stock that you will receive in exchange for Depositary Shares accepted in the Exchange Offer will depend on the performance of the price of our Common Stock over this five-day period used to determine the Common Stock Average Price.

If the Exchange Offer is successful, there may no longer be a trading market for the Depositary Shares or the trading market may be more limited, and the market price for Depositary Shares may be depressed.

Any Depositary Shares not exchanged in the Exchange Offer will remain outstanding after the completion of the Exchange Offer. In the event that a sufficiently small number of Depositary Shares of one or more series of Preferred Stock subject to the Exchange Offer remains outstanding following the Exchange Offer, the reduction in the number of Depositary Shares of such series available for trading may have a significant and adverse effect on the liquidity of any trading market for, and the market price of, Depositary Shares of such series not exchanged in the Exchange Offer.

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By tendering your Depositary Shares, you will lose your right to receive future dividend payments.

Holders of Depositary Shares are entitled to regular quarterly dividends only when, if and as declared by our board of directors on the corresponding series of Preferred Stock. If your Depositary Shares are validly tendered and accepted for exchange, you will lose the right to any future dividends on the Depositary Shares that may be declared by our board of directors on the corresponding series of Preferred Stock, unless the record date for such declaration occurs prior to our acceptance of your Depositary Shares for exchange.

The amount of Depositary Shares we are able to accept for exchange is limited by the Maximum Aggregate Consideration, and any Depositary Shares you tender may be subject to proration and rejected in the Exchange Offer.

In the Exchange Offer, we will be able to accept for exchange only the number of validly tendered Depositary Shares that does not result in the issuance of a number of shares of our Common Stock in excess of the Maximum Aggregate Consideration. As a result, we may not be able to accept for exchange all Depositary Shares you validly tender in the Exchange Offer. In addition, if we are unable to accept all validly tendered Depositary Shares within an Acceptance Priority Level, Depositary Shares in that Acceptance Priority Level will be subject to proration. If your Depositary Shares are subject to proration, we may not be able to accept your Depositary Shares, even if they have been validly tendered, and they may be rejected in the Exchange Offer.

At the time you tender your Depositary Shares, you will not know whether we will be able to accept your Depositary Shares in the Exchange Offer.

At the time you tender your Depositary Shares, you will not know the extent of participation in the Exchange Offer of other holders of Depositary Shares or whether acceptance of all validly tendered Depositary Shares within an Acceptance Priority Level would result in the issuance of a number of shares of our Common Stock in excess of the Maximum Aggregate Consideration. As a result, at the time you tender your Depositary Shares, you will not know whether we will be able to accept for exchange your validly tendered Depositary Shares, in whole or in part.

We may acquire or exchange Depositary Shares or shares of other series of our preferred stock in transactions that have different terms than the Exchange Offer.

From time to time after the expiration or termination of the Exchange Offer, subject to any required consent or approval from our regulators, we may acquire or exchange Depositary Shares that are not tendered in the Exchange Offer, subject to Rule 13e-4(f)(6) under the Exchange Act, or other series of our depositary shares and preferred stock that are not eligible for the Exchange Offer, through privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine, which may be more or less than the price to be paid pursuant to the Exchange Offer and could be for cash or other consideration. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we might choose to pursue in the future.

In addition, during the Exchange Offer, we may exchange other series of depositary shares and preferred stock that are not involved in the Exchange Offer, upon such terms and at such prices as we may determine.

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We have not obtained or requested a fairness opinion with respect to the Exchange Offer, and we have not retained a third-party representative to act on behalf of the holders of the Depositary Shares in connection with the Exchange Offer.

We have not obtained or requested, and do not intend to obtain or request, a fairness opinion from any banking or other firm as to the fairness of the Exchange Offer. In addition, we have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of Depositary Shares for purposes of negotiating the Exchange Offer. You must make your own independent decision regarding your participation in the Exchange Offer.

Risks Related to Our Common Stock

Our share price may fluctuate.

The market price of our Common Stock could be subject to significant fluctuations due to a change in sentiment in the market regarding our operations or business prospects, future sales or acquisitions to which we are party, the Exchange Offer, or future sales of our securities. Such risks may be affected by:

Stock markets, in general, have experienced over the past 12 months, and continue to experience, significant price and volume volatility, and the market price of our Common Stock may continue to be subject to similar market fluctuations that may be unrelated to our operating performance or prospects. Increased volatility could result in a decline in the market price of our Common Stock.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our Common Stock.

We are not restricted from issuing additional shares of Common Stock or preferred stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or preferred stock. The issuance of additional shares of Common Stock or convertible securities will dilute the ownership interest of our existing common stockholders. The market price of our Common Stock could decline as a result of the Exchange Offer as well as other issuances of shares of our Common Stock or preferred stock or similar securities in the market after the Exchange Offer, or the perception that such sales could occur. In addition, the conversion ratio of our convertible securities is subject to certain anti-dilution adjustments and any adjustment of these conversion ratios could further dilute our common stockholders.

You may not receive dividends on our Common Stock.

Holders of our Common Stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. Furthermore, holders of our Common Stock are subject

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to the prior dividend rights of holders of our preferred stock or the depositary shares representing such preferred stock then outstanding. Although historically we have declared cash dividends on our Common Stock, we are not required to do so and may reduce or eliminate our Common Stock dividend in the future. Additionally, as a result of our issuance of UST Preferred Stock pursuant to TARP, dividend payments on, and repurchases of, our outstanding Common Stock are subject to certain restrictions, including that for so long as any of the UST Preferred Stock remains outstanding or is owned by the U.S. Treasury, we are prohibited from increasing the current dividend rate on our Common Stock (currently $0.01 per share) without the U.S. Treasury’s consent.

The Common Stock is equity and is subordinate to our existing and future indebtedness and preferred stock.

Shares of our Common Stock are equity interests in us and do not constitute indebtedness. As such, shares of our Common Stock will rank junior to all of our indebtedness and to other non-equity claims against us and our assets available to satisfy claims against us, including in our liquidation. Additionally, holders of shares of our Common Stock are subject to the prior dividend and liquidation rights of holders of our outstanding preferred stock or the depositary shares representing such preferred stock then outstanding. Our board of directors is authorized to issue additional classes or series of preferred stock without any action on the part of the holders of shares of our Common Stock. As of April 30, 2009, the aggregate liquidation preference of all our outstanding preferred stock was $78.4 billion.

If we are deferring payments on our outstanding junior subordinated notes or are in default under the indentures governing those securities, we will be prohibited from making distributions on the Common Stock.

The terms of our outstanding junior subordinated notes prohibit us from declaring or paying any dividends or distributions on our capital stock, including our Common Stock, or purchasing, acquiring, or making a liquidation payment on such stock, if we are aware of any event that would be an event of default under the indenture governing those junior subordinated notes or at any time when we have deferred payment of interest on those junior subordinated notes.

Our ability to pay dividends depends upon the results of operations of our subsidiaries.

We are a holding company that conducts substantially all of our operations through our banks and other subsidiaries. As a result, our ability to make dividend payments on the Common Stock depends primarily upon the receipt of dividends and other distributions from our subsidiaries. There are various regulatory restrictions on the ability of our banking subsidiaries to pay dividends or make other payments to us.

In addition, our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary’s liquidation or otherwise, and thus your ability as a holder of the Common Stock to benefit indirectly from such distribution, will be subject to the prior claims of creditors of that subsidiary, except to the extent that any of our claims as a creditor of such subsidiary may be recognized. As a result, the Common Stock effectively will be subordinated to all existing and future liabilities and obligations of our subsidiaries.

Holders of our Common Stock may be unable to claim the dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend income.”

Distributions paid to corporate U.S. Holders (as defined below under “Material United States Federal Income Tax Considerations”) of our Common Stock may be eligible for the dividends-received deduction, and distributions paid to non-corporate U.S. Holders of our Common Stock may be subject to tax at the preferential tax rates applicable to “qualified dividend income,” if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Although we presently have accumulated earnings and profits, we may not have sufficient current or accumulated earnings and profits during future fiscal years for the distributions on our Common Stock to qualify as dividends for U.S. federal income tax purposes. If the distributions fail to qualify as dividends, U.S. Holders would be unable to claim the dividends-received deduction

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and may not be eligible for the preferential tax rates applicable to “qualified dividend income.” If any distributions on our Common Stock with respect to any taxable year are not eligible for the dividends-received deduction or preferential tax rates applicable to “qualified dividend income” because of insufficient current or accumulated earnings and profits, the market value of our Common Stock may decline.

Anti-takeover provisions could negatively impact our stockholders.

Provisions of Delaware law and of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us. For example, we are subject to Section 203 of the Delaware General Corporation Law, which would make it more difficult for another party to acquire us without the approval of our board of directors. Additionally, our certificate of incorporation authorizes our board of directors to issue preferred stock, which could be issued as a defensive measure in response to a takeover proposal. These provisions could make it more difficult for a third party to acquire us even if an acquisition might be in the best interest of our stockholders.

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USE OF PROCEEDS

We will not receive any cash proceeds from the Exchange Offer. Shares of the Preferred Stock represented by exchanged Depositary Shares will be restored to the status of authorized but unissued shares of our preferred stock without designation as to series. We will bear the expenses of the Exchange Offer.

CAPITALIZATION

The following table sets forth our capitalization, as of March 31, 2009, on an actual basis and on a pro forma basis to reflect:

This table should be read in conjunction with the information set forth in this Offer to Exchange under “Selected Financial Data” and “Unaudited Pro Forma Financial Information” and with our unaudited consolidated financial statements, including the related notes, included in our quarterly report on Form 10-Q for the three months ended March 31, 2009, which is incorporated by reference in this Offer to Exchange.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BANK OF AMERICA

Set forth below are highlights derived from our audited consolidated financial data as of and for the years ended December 31, 2008 through 2004 and our unaudited consolidated financial data as of and for the three months ended March 31, 2009 and 2008. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results of operations for the full year or any other interim period. Management prepared the unaudited information on the same basis as it prepared Bank of America’s audited consolidated financial statements. In the opinion of our management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for those dates. You should read this information in conjunction with Bank of America’s consolidated financial statements and related notes included in (i) Bank of America’s annual report on Form 10-K for the year ended December 31, 2008 under the caption “Item 8. Financial Statements and Supplementary Data” and (ii) Bank of America’s quarterly report on Form 10-Q for the quarter ended March 31, 2009 under the caption “Item 1. Financial Statements,” which are incorporated by reference in this Offer to Exchange and from which this information is derived. See below under “Where You Can Find More Information.”

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n/m = not meaningful.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following selected unaudited pro forma financial information has been presented to give effect to the Exchange Offer, the ATM Program and the Private Exchange Transactions for the three months ended March 31, 2009 and the year ended December 31, 2008 as if these transactions had been completed on January 1, 2008 or the actual issuance date of preferred stock if later. Accordingly, the 2008 selected unaudited pro forma financial information does not include any adjustments for Merrill Lynch preferred stock or results of operations.

The selected unaudited pro forma financial information is presented for illustrative purposes only and does not indicate the financial results had the Exchange Offer, the ATM Program and the Private Exchange Transactions been completed on January 1, 2008. Additionally, a pro forma balance sheet and pro forma income statements have not been provided as the impacts of the Exchange Offer, the ATM Program and the Private Exchange Transactions have been reflected in the capitalization table on page 22 and in the selected unaudited pro forma financial information below. The selected unaudited pro forma financial information has been derived from and should be read in conjunction with Bank of America’s consolidated financial statements and related notes included in (i) Bank of America’s annual report on Form 10-K for the year ended December 31, 2008 under the caption “Item 8. Financial Statements and Supplementary Data” and (ii) Bank of America’s quarterly report on Form 10-Q for the quarter ended March 31, 2009 under the caption “Item 1. Financial Statements,” which are incorporated by reference in this Offer to Exchange. See below under “Where You Can Find More Information.”

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

We believe that the Exchange Offer will assist us in meeting our goal of increasing our Tier 1 common capital level (together with other actions) to the $33.9 billion announced by the Federal Reserve Board in the results of the Supervisory Capital Assessment Program. The Exchange Offer would increase our Tier 1 common capital by an amount equal to the aggregate liquidation preference of the Depositary Shares exchanged in the Exchange Offer.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this Offer to Exchange and in the Letter of Transmittal (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), we are offering to exchange up to 200,000,000 shares of our Common Stock for Depositary Shares that are validly tendered and not properly withdrawn prior to the Expiration Date. If the aggregate number of shares of our Common Stock issuable in exchange for all Depositary Shares that are validly tendered and not properly withdrawn prior to the Expiration Date exceeds 200,000,000, which is the “Maximum Aggregate Consideration,” we will accept for exchange that number of Depositary Shares that does not result in a number of shares of our Common Stock being issued in the Exchange Offer in excess of the Maximum Aggregate Consideration. In this case, the Depositary Shares will be accepted in accordance with the Acceptance Priority Levels specified in the table below (in numerical priority order) and may be subject to proration.

If you elect to participate in the Exchange Offer, you may tender a portion of or all of the Depositary Shares you hold, although we may not be able to accept for exchange all such Depositary Shares you tender. At the time you tender your Depositary Shares, you will not know the extent of participation in the Exchange Offer of other holders of Depositary Shares or whether acceptance of all validly tendered Depositary Shares within an Acceptance Priority Level would result in a number of shares of our Common Stock being issued in exchange for those Depositary Shares in excess of the Maximum Aggregate Consideration. As a result, at the time you tender your Depositary Shares, you will not know whether we will be able to accept your Depositary Shares for exchange, in whole or in part.

The consideration for all exchanged Depositary Shares in the Exchange Offer will be in the form of shares of our Common Stock, and the number of shares of Common Stock you will receive for each exchanged Depositary Share is described below under “—Consideration—Consideration Offered in the Exchange Offer.” The Exchange Offer is being made to all holders of Depositary Shares and is not conditioned upon any minimum number or amount of Depositary Shares being tendered by any holder or in the aggregate by all holders participating in the Exchange Offer, but is subject to certain conditions described in this Offer to Exchange below under “—Conditions to the Exchange Offer.”

No fractional shares of our Common Stock will be issued in the Exchange Offer, and you will receive cash in lieu of fractional shares of our Common Stock as described below under “The Exchange Offer—Fractional Shares.”

Acceptance Priority Levels; Proration

If acceptance for exchange of all Depositary Shares validly tendered and not properly withdrawn prior to the Expiration Date would result in the issuance of a number of shares of our Common Stock in excess of the Maximum Aggregate Consideration, then acceptance of Depositary Shares validly tendered and not properly withdrawn in the Exchange Offer prior to the Expiration Date will be in accordance with the Acceptance Priority Levels specified in the table below (in numerical priority order). Whether and to what extent we will accept validly tendered and not properly withdrawn Depositary Shares within the various Acceptance Priority Levels

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will be based on the Maximum Aggregate Consideration. Because we will issue cash in lieu of fractional shares, any fractional shares of our Common Stock that would have been issued in the Exchange Offer will not be counted toward the Maximum Aggregate Consideration.

Initially, we will accept all Depositary Shares validly tendered and not properly withdrawn prior to the Expiration Date within Acceptance Priority Level 1, provided that acceptance of all those Depositary Shares within Acceptance Priority Level 1 would not result in a number of shares of our Common Stock being issued in exchange for those Depositary Shares in excess of the Maximum Aggregate Consideration. If acceptance of all Depositary Shares validly tendered and not properly withdrawn prior to the Expiration Date within Acceptance Priority Level 1 would result in the issuance of a number of shares of our Common Stock in excess of the Maximum Aggregate Consideration, then we will accept for exchange only a pro rata portion of the Depositary Shares within Acceptance Priority Level 1. After acceptance of Depositary Shares within Acceptance Priority Level 1, the number of shares of Common Stock in the Maximum Aggregate Consideration will be reduced by the number of shares of Common Stock issuable in exchange for all Depositary Shares accepted for exchange in Acceptance Priority Level 1. We refer to this as the “Adjusted Aggregate Consideration.” If the Adjusted Aggregate Consideration is greater than zero, then we will accept validly tendered and not withdrawn Depositary Shares within Acceptance Priority Level 2, but only to the extent that the Adjusted Aggregate Consideration is not exceeded. We will continue sequentially through each Acceptance Priority Level, each time reducing the Adjusted Aggregate Consideration by the number of shares issuable in exchange for of Depositary Shares accepted within that Acceptance Priority Level, until we are unable to accept for exchange all validly tendered Depositary Shares within an Acceptance Priority Level without exceeding the Adjusted Aggregate Consideration. If we are unable to accept for exchange all Depositary Shares validly tendered and not properly withdrawn prior to the Expiration Date within an Acceptance Priority Level without exceeding the Adjusted Aggregate Consideration, then we will accept for exchange only a pro rata portion of the Depositary Shares within that Acceptance Priority Level. We will not accept any additional Depositary Shares after the Adjusted Aggregate Consideration equals zero.

In the event that proration of Depositary Shares within an Acceptance Priority Level is required, we will determine the final proration factor applicable to that series and announce the results of proration by press release, promptly after the Expiration Date. This information also will be available from the Information Agent after final determination.

In applying the proration factor, we will multiply the amount of each tender of Depositary Shares within a particular Acceptance Priority Level by the proration factor and round the resulting amount down to the nearest increment of $25. Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires us to issue the consideration offered in the Exchange Offer or return the Depositary Shares deposited pursuant to the Exchange Offer promptly after the termination or withdrawal of the tender offer. In the event that any of your Depositary Shares are not accepted for exchange due to the application of Acceptance Priority Levels or proration, we will promptly return those Depositary Shares to you.

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Consideration

Consideration Offered in the Exchange Offer

The number of shares of our Common Stock that a holder will receive in consideration for each exchanged Depositary Share will be equal to the applicable consideration per Depositary Share specified in the table above for the relevant series of Preferred Stock, divided by the Common Stock Average Price and will be rounded to four decimal places.

The “Common Stock Average Price” will be the average of the daily per share volume-weighted average price of our Common Stock on the NYSE for each of the five consecutive trading days ending on and including June 22, 2009, which is the second business day prior to the scheduled Expiration Date. The volume-weighted average price for any trading day means the per share volume-weighted average price of our Common Stock on the NYSE on that trading day as displayed under the heading “Bloomberg VWAP” on Bloomberg Page “BAC UN <equity> AQR” (or its equivalent successor page if such page is not available) for the period from the scheduled open of trading on the NYSE on the relevant trading day until the scheduled close of trading on the NYSE on the relevant trading day (or if such volume-weighted average price is unavailable, the market price of one share of our Common Stock on the relevant trading day determined, using a volume-weighted average method, by a nationally recognized investment banking firm retained by us for this purpose). The relevant period for the determination of the Common Stock Average Price will not change even if we extend the Exchange Offer.

We will determine the Common Stock Average Price after the close of trading on the NYSE on June 22, 2009. We will announce the Common Stock Average Price by issuing a press release prior to 9:00 a.m., New York City time, on June 23, 2009. Following that announcement, holders of Depositary Shares may contact the Information Agent at (800) 829-6551 (toll-free) to obtain the Common Stock Average Price and the number of shares of Common Stock issuable for each exchanged Depositary Share. For each of the trading days during the determination period for the Common Stock Average Price, the daily per share volume-weighted average price of our Common Stock on the NYSE on that trading day will be available at http://www.dfking.com/bofa.

With respect to Depositary Shares exchanged in the Exchange Offer, if dividends on the corresponding series of Preferred Stock are declared and the related record date for that dividend declaration occurs prior to the date we accept your Depositary Shares for exchange, and if you are the holder of such securities on the record date, you will receive payment of those dividends on the applicable dividend payment date even if you exchange your Depositary Shares in the Exchange Offer and the dividend payment date occurs after the date we accept your Depositary Shares. On April 3, 2009, our board of directors declared a dividend on the Series I Preferred Stock to be payable on July 1, 2009 to holders of record on June 15, 2009. Since the record date for that dividend declaration is June 15, 2009, which is before the date we would accept for exchange Depositary Shares representing the Series I Preferred Stock, you would receive the dividend payable on July 1, 2009 if you are the holder of record of those Depositary Shares on June 15, 2009, even if you tender and we accept your Depositary Shares representing the Series I Preferred Stock after that record date and even though the dividend payment date occurs after we would accept your Depositary Shares for exchange. For projected future dividends (which have not yet been declared) on all other series of the Preferred Stock included in this Exchange Offer, the record dates would occur after the scheduled Expiration Date, and, as a result, assuming we do not extend the Exchange Offer, you would not be entitled to dividends on Depositary Shares representing those series of Preferred Stock if you tendered those Depositary Shares and they were accepted for exchange. You will not receive any dividend payments as part of the consideration for Depositary Shares exchanged in the Exchange Offer.

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Source of Consideration

The shares of our Common Stock to be issued as consideration in the Exchange Offer are available from our authorized but unissued shares of our Common Stock. We will use cash on hand to fund any cash paid in lieu of fractional shares of our Common Stock otherwise issuable pursuant to the Exchange Offer.

Conditions to the Exchange Offer

Notwithstanding any other provision of the Exchange Offer, we will not be required to accept for exchange, or to issue Common Stock in respect of, any Depositary Shares tendered pursuant to the Exchange Offer, and may terminate, extend or amend the Exchange Offer and may (subject to Rule 13e-4(f) and Rule 14e-1 under the Exchange Act) postpone the acceptance for exchange of, and issuance of Common Stock in respect of, any Depositary Shares so tendered in the Exchange Offer, if, in our reasonable judgment, any of the following conditions exist with respect to the Exchange Offer:

All conditions to the Exchange Offer must be satisfied or waived by us on or prior to the Expiration Date. We expressly reserve the right, at any time or at various times, to waive any conditions of the Exchange Offer, in whole or in part, on or prior to the Expiration Date.

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In addition, we expressly reserve the right to amend or terminate the Exchange Offer, and to reject for exchange any Depositary Shares not previously accepted for exchange, upon the occurrence of any of the conditions to the Exchange Offer specified above. We will promptly give oral or written notice (with any oral notice to be promptly confirmed in writing) of any amendment, non-acceptance, termination or waiver to the Exchange Agent, followed by a timely press release. If we materially change the terms of the Exchange Offer or the information concerning the Exchange Offer, or if we waive a material condition to the Exchange Offer, we will disseminate additional information and extend the Exchange Offer to the extent required by law.

These conditions are for our sole benefit, and we may assert them with respect to the Exchange Offer, regardless of the circumstances that may give rise to them, or waive them in whole or in part, at any time or at various times in our sole discretion prior to our acceptance for exchange of the relevant Depositary Shares. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of or otherwise affect any of our other rights and each such other right will be deemed an ongoing right which we may assert at any time and from time to time on or prior to the Expiration Date.

Procedures for Tendering Depositary Shares

The outstanding Depositary Shares are represented by global shares or global positions registered in the name of DTC, and DTC is the only registered holder of Depositary Shares. DTC facilitates the clearance and settlement of transactions through electronic book-entry changes in accounts of DTC participants. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations (each, a “DTC participant”). Persons that are not DTC participants beneficially own the Depositary Shares only through DTC participants.

How to tender if you are a beneficial owner but not a DTC participant.

If you beneficially own Depositary Shares through an account maintained by a broker, dealer, commercial bank, trust company or other nominee (each of which we refer to as a “nominee”) and you desire to tender Depositary Shares, you should contact your nominee promptly and instruct it to tender your Depositary Shares on your behalf. Your nominee that is a DTC participant will then tender your Depositary Shares in the manner described below.

How to tender if you are a DTC participant.

To participate in the Exchange Offer, a DTC participant must:

In addition, for the tender of Depository Shares to be valid, either:

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If Depositary Shares are tendered by delivery of a Letter of Transmittal, to be validly tendered, the Exchange Agent must receive any physical delivery of the Letter of Transmittal and other required documents at its address indicated on the back cover of this Offer to Exchange and the front cover of the Letter of Transmittal prior to the Expiration Date.

Subject to and effective upon the acceptance for exchange of, and issuance of shares of our Common Stock for, Depositary Shares tendered thereby, by executing and delivering the Letter of Transmittal, or being deemed to have done so as part of your electronic submission of your tender through DTC, you agree to be bound by the terms of the Letter of Transmittal, by which, among other things, you (1) irrevocably tender, sell, assign and transfer to or upon our order all right, title and interest in and to all the Depositary Shares tendered thereby and (2) irrevocably appoint the Exchange Agent as your true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as our agent with respect to the tendered Depositary Shares), with full power coupled with an interest, to:

The method of delivery of the Letter of Transmittal and all other required documents to the Exchange Agent is at your election and risk. Rather than mail these items, if you desire to tender Depositary Shares, we recommend that you use an overnight delivery service. In all cases where you desire to tender Depositary Shares, you should allow sufficient time to assure delivery to the Exchange Agent before the Expiration Date. You should not send any Letter of Transmittal to us.

Signatures and signature guarantees.

If you are using a Letter of Transmittal or notice of withdrawal (which is described below), you must have signatures guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. (“FINRA”), a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act. In addition, such entity must be a member of one of the recognized signature guarantee programs identified in the Letter of Transmittal. Signature guarantees are not required, however, if the Depositary Shares are tendered for the account of a member firm of a registered national securities exchange or of FINRA, a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution.

Tendering through DTC’s ATOP.

The Exchange Agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s automated tender offer program (“ATOP”) to tender Depositary Shares in the Exchange Offer. DTC participants may, instead of physically completing and signing the Letter of Transmittal and delivering it to the Exchange Agent, transmit an acceptance of the Exchange Offer electronically. DTC participants may do so by causing DTC to transfer the Depositary Shares to the Exchange Agent in accordance with its procedures for transfer. DTC will then send an Agent’s Message to the Exchange Agent.

The term “Agent’s Message” means a message transmitted by DTC, received by the Exchange Agent and forming part of the book-entry confirmation, to the effect that:

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Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of the Letter of Transmittal by the DTC participant identified in the Agent’s Message. Accordingly, the Letter of Transmittal need not to be completed by a holder tendering through ATOP.

WE ARE NOT PROVIDING FOR GUARANTEED DELIVERY PROCEDURES AND THEREFORE YOU MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED PRIOR TO THE EXPIRATION DATE. TENDERS NOT RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE WILL BE DISREGARDED AND OF NO EFFECT.

Determination of Validity

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Depositary Shares. We reserve the absolute right to reject any and all Depositary Shares not validly tendered or any Depositary Shares whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects or irregularities either before or after the Expiration Date. Our interpretation of the terms and conditions of the Exchange Offer, including the instructions in the Letter of Transmittal, will be final and binding on all parties, subject to the rights of holders to challenge our interpretation in a court of competent jurisdiction. Unless waived, any defects or irregularities in connection with tenders of Depositary Shares must be cured within a time period that we will determine. Neither we, the Information Agent, the Exchange Agent nor any other person will have any duty to give notification of any defects or irregularities, nor will any of us or them incur any liability for failure to give such notification. Tenders of Depositary Shares will not be considered to have been made until any defects or irregularities have been cured or waived. Any Depositary Shares received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, via the facilities of DTC, promptly following the Expiration Date.

Acceptance; Exchange of Depositary Shares

Promptly following the Expiration Date, we will accept for exchange the maximum number of validly tendered and not properly withdrawn Depositary Shares that we are able to accept without resulting in a number of shares of our Common Stock being issuable in exchange for those Depositary Shares in excess of the Maximum Aggregate Consideration, in accordance with the Acceptance Priority Levels and subject to proration as described above under “—Terms of the Exchange Offer—Acceptance Priority Levels; Proration.”

For purposes of the Exchange Offer, we will be deemed to have accepted for exchange, subject to the proration provisions, Depositary Shares that are validly tendered and not properly withdrawn only when and if we give oral or written notice to the Exchange Agent of our acceptance of the Depositary Shares for exchange pursuant to the Exchange Offer.

We will exchange shares of our Common Stock for Depositary Shares purchased in the Exchange Offer by promptly delivering the shares of our Common Stock to be issued in respect of the accepted Depositary Shares to the Exchange Agent, which will act as agent for tendering holders of Depositary Shares for the purpose of receiving the shares of our Common Stock from us and transmitting those shares to the tendering holders of Depositary Shares.

We expressly reserve the right, in our sole discretion and subject to Rule 14e-1(c) under the Exchange Act, to delay acceptance for exchange of Depositary Shares in order to comply, in whole or in part, with any

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applicable law. Delivery of shares of our Common Stock in exchange for Depositary Shares validly tendered and accepted for exchange by us pursuant to the Exchange Offer will be made promptly, subject to the possible delay in the event of proration, and will be credited by the Exchange Agent to the appropriate account at DTC, subject to receipt by the Exchange Agent of:

In the event of proration of Depositary Shares within a particular Acceptance Priority Level, we will determine the proration factor and exchange those tendered Depositary Shares accepted for exchange promptly after the Expiration Date. We will announce the proration factor and the results of any proration by press release promptly after the Expiration Date.

Depositary Shares tendered and not accepted for exchange, including Depositary Shares not exchanged due to proration, will be credited to the account maintained with DTC by the participant who delivered the Depositary Shares or to the tendering holder, at our expense, promptly after the Expiration Date or termination of the Exchange Offer. Under no circumstances will we issue additional shares of our Common Stock or make any other payment by reason of any delay in making the exchange. In addition, if certain events occur, we may not be obligated to exchange Depositary Shares in the Exchange Offer. See above under “—Conditions to the Exchange Offer.”

By tendering Depositary Shares pursuant to the Exchange Offer, the holder will be deemed to have represented and warranted that such holder has full power and authority to tender, sell, assign and transfer the Depositary Shares tendered thereby and that when such Depositary Shares are accepted for purchase and payment by us, we will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The holder will also be deemed to have agreed to, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by us to be necessary or desirable to complete the sale, assignment and transfer of the Depositary Shares tendered thereby.

By tendering Depositary Shares pursuant to the Exchange Offer, the holder will be deemed to have agreed that if the delivery and surrender of the Depositary Shares is not effective, the risk of loss of the Depositary Shares does not pass to the Exchange Agent, until receipt by the Exchange Agent of a properly transmitted Agent’s Message together with all accompanying evidences of authority and any other required documents in form satisfactory to us.

Return of Unaccepted Depositary Shares

If we do not accept any Depositary Shares tendered for exchange pursuant to the Exchange Offer for any reason, the Exchange Agent will, without expense to holders of Depositary Shares and promptly after expiration or termination of the Exchange Offer, credit such Depositary Shares to the account maintained at DTC from which the tendered Depositary Shares were delivered.

Expiration Date; Extensions; Termination; Amendment

The Exchange Offer will expire at 12:00 midnight, New York City time, on June 24, 2009, unless we have extended the period of time that the Exchange Offer is open (such date and time, as the same may be extended, the “Expiration Date”). The Expiration Date will be at least 20 business days after the commencement of the Exchange Offer, as required by Rule 14e-1(a) under the Exchange Act.

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We do not intend to extend or amend the Exchange Offer. However, we reserve the right to extend the period of time that the Exchange Offer is open, and to delay acceptance for exchange of any Depositary Shares due to an extension of the Exchange Offer. During any extension, all Depositary Shares previously tendered will remain subject to the Exchange Offer unless properly withdrawn.

In addition, we reserve the right to:

If we make a material change in the terms of the Exchange Offer or the information concerning the Exchange Offer, or waive a material condition of the Exchange Offer, we will promptly disseminate disclosure regarding the changes or waiver and extend the Exchange Offer, each if required by law, to ensure that the Exchange Offer remains open a minimum of five business days from the date that notice regarding the changes or waiver is given.

If we make a change in the amount of Depositary Shares sought or the consideration offered in the Exchange Offer, we will promptly disseminate disclosure regarding the changes and extend the Exchange Offer, each if required by law, to ensure that the Exchange Offer remains open a minimum of ten business days from the date that notice regarding the changes is given.

If, for any reason, acceptance for exchange of, or issuance of the offered consideration for, validly tendered Depositary Shares pursuant to the Exchange Offer is delayed, or we are unable to accept for exchange or to issue the offered consideration for validly tendered Depositary Shares pursuant to the Exchange Offer, then the Exchange Agent may, nevertheless, on our behalf, retain the tendered Depositary Shares, without prejudice to our rights described herein, but subject to applicable law and Rule 14e-l under the Exchange Act, which requires that we issue the consideration offered or return the Depositary Shares tendered promptly after the termination or withdrawal of the Exchange Offer.

Announcements

If we extend, terminate or amend the Exchange Offer, we will notify the Exchange Agent by oral or written notice (with any oral notice to be promptly confirmed in writing). Any extension, termination or amendment of the Exchange Offer will be followed promptly by announcement thereof, such announcement in the case of an extension of the Exchange Offer to include the approximate number of Depositary Shares tendered to date and to be issued no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date. The announcement of the Common Stock Average Price will be made prior to 9:00 a.m., New York City time, on June 23, 2009. Without limiting the manner in which we may choose to make such announcement, we will not, unless otherwise required by law, have any obligation to publish, advertise or otherwise communicate any such announcement other than by making a release to an appropriate news agency or another means announcement that we deem appropriate.

Settlement

The settlement in respect of any Depositary Shares exchanged in the Exchange Offer will occur promptly following the Expiration Date, and we expect settlement to occur within two business days following the Expiration Date.

Fractional Shares

Fractional shares of our Common Stock will not be issued in the Exchange Offer. A holder otherwise entitled to a fractional share of our Common Stock pursuant to the terms of the Exchange Offer will promptly

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receive from us cash in lieu thereof in an amount equal to the fraction of the share of our Common Stock otherwise issuable multiplied by the Common Stock Average Price, which will be determined after the close of trading on the NYSE on June 22, 2009, the second business day prior to the scheduled Expiration Date.

Withdrawal of Tenders

Depositary Shares tendered may be properly withdrawn at any time before the Expiration Date, which is 12:00 midnight, New York City time, on June 24, 2009, unless extended, but not thereafter. In addition, if not previously returned, you may withdraw Depositary Shares that you tender that are not accepted by us for exchange after the expiration of 40 business days from May 28, 2009, which is the date of commencement of the Exchange Offer. If the Exchange Offer is terminated, the Depositary Shares tendered pursuant to the Exchange Offer will be promptly returned to the tendering holders.

For a withdrawal of Depositary Shares to be effective, the Exchange Agent must receive a written or facsimile transmission containing a notice of withdrawal or a properly transmitted “Request Message” through ATOP, in the case of DTC participants, before 12:00 midnight, New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the holder of Depositary Shares who tendered the Depositary Shares to be withdrawn, (ii) contain a description of the Depositary Shares to be withdrawn and the number of Depositary Shares, (iii) contain a statement that such holder of Depositary Shares is withdrawing the election to tender their Depositary Shares, and (iv) be signed by the holder of such Depositary Shares in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees (or, in the case of Depositary Shares tendered by a DTC participant through ATOP, be signed by such participant in the same manner as the participant’s name is listed on the Agent’s Message), or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the Depositary Shares. A holder who has tendered with separate Letters of Transmittal must complete a separate notice of withdrawal for the Depositary Shares tendered with each Letter of Transmittal. Withdrawal of Depositary Shares may only be accomplished in accordance with the foregoing procedures.

Depositary Shares properly withdrawn may thereafter be re-tendered at any time before the Expiration Date, which is 12:00 midnight, New York City time, on June 24, 2009, unless extended, by following the procedures described under “—Procedures for Tendering.”

We will determine all questions as to the form and validity (including time of receipt) of any notice of withdrawal of a tender, in our sole discretion, which determination shall be final and binding, subject to the rights of holders to challenge our determination in a court of competent jurisdiction. Neither we, the Information Agent, the Exchange Agent, nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal of a tender or incur any liability for failure to give any such notification.

Interests in the Depositary Shares

As of May 26, 2009, our chief executive officer, president and director, Kenneth D. Lewis, beneficially owned 86,000 Depositary Shares representing interests in the Series H Preferred Stock.

Consequences of Failure to Exchange Depositary Shares

The number of validly tendered and not properly withdrawn Depositary Shares accepted in the Exchange Offer is limited by the Maximum Aggregate Consideration and, as a result, acceptance of Depositary Shares will be in accordance with the Acceptance Priority Levels and may be subject to proration. Any Depositary Shares not exchanged in the Exchange Offer will remain outstanding after the completion of the Exchange Offer. In the event that a sufficiently small number of Depositary Shares of a particular series remain outstanding following the Exchange Offer, the reduction in the number of Depositary Shares of that series available for trading may have a significant and adverse effect on the liquidity of any trading market for, and the price of, Depositary Shares of that series not exchanged in the Exchange Offer and may result in the remaining outstanding Depositary Shares of that series being illiquid for an indefinite period of time.

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No Appraisal Rights

No appraisal or dissenters’ rights are available to holders of Depositary Shares under applicable law in connection with the Exchange Offer.

Certain Legal and Regulatory Matters

We are not aware of any material filing, approval or notice or other action by or with any governmental authority or administrative or regulatory agency that would be required for our acquisition or ownership of the Depositary Shares. We intend to make all required filings under the Securities Act and Exchange Act.

Accounting Treatment

We will derecognize the net carrying amount of the Depositary Shares, representing shares of non-convertible preferred stock (currently recorded as stockholders’ equity), tendered for shares of our Common Stock.

For such Depositary Shares tendered for shares of our Common Stock in the Exchange Offer, the excess of the carrying amount of the Preferred Stock retired over the fair value of the shares of our Common Stock issued will result in an increase to net income available to common shareholders, retained earnings and earnings per share (“EPS”). The excess of the fair value over the par value of the Common Stock issued will be recorded in additional paid-in capital. The par value of $0.01 per share will be recorded in Common Stock.

Subsequent Repurchases

Following completion of the Exchange Offer, we may repurchase or otherwise acquire additional Depositary Shares that remain outstanding in the open market in privately negotiated transactions. Future purchases of Depositary Shares that remain outstanding after the Exchange Offer may be on terms that are more or less favorable than the Exchange Offer. However, Rules 14e-5 and 13e-4 under the Exchange Act generally prohibit us and our affiliates from purchasing any Depositary Shares other than pursuant to the Exchange Offer until 10 business days after the Expiration Date, although there are some exceptions. Future repurchases, if any, will depend on many factors, including general economic and market conditions and the condition of our business and financial position. The repurchase of shares of Preferred Stock may be subject to approval of our regulators.

In addition, during the Exchange Offer, we may exchange other series of our depositary shares and preferred stock that are not involved in the Exchange Offer, upon such terms and at such prices as we may determine.

Exchange Agent

Computershare Trust Company, N.A. is the Exchange Agent for the Exchange Offer. Letters of Transmittal and all correspondence in connection with the Exchange Offer should be sent or delivered by each holder of Depositary Shares, or a beneficial owner’s bank, broker, dealer, trust company, custodian or other nominee, to the Exchange Agent at the address listed on the back cover page of this document. We will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Information Agent

D.F. King & Co., Inc. is the Information Agent for the Exchange Offer. Questions concerning the terms of the Exchange Offer or tender procedures and requests for additional copies of this Offer to Exchange or the Letter of Transmittal should be directed to the Information Agent at the address and telephone number on the

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back cover page of this Offer to Exchange. Holders of Depositary Shares may also contact their bank, broker, dealer, trust company, custodian, or other nominee concerning the Exchange Offer. We will pay the Information Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Financial Advisor

We have retained Banc of America Securities LLC as our exclusive financial advisor in connection with the Exchange Offer. We are paying Banc of America Securities LLC customary fees for its services. The compensation of Banc of America Securities LLC is in no way contingent on the results or the success of the Exchange Offer. Banc of America Securities LLC has not been retained to, and will not, solicit acceptances of the Exchange Offer or make any recommendation with respect thereto.

The financial advisor and its affiliates have rendered and may in the future render various investments or commercial banking, banking services and other advisory services to us and our subsidiaries in the ordinary course of business. The financial advisor has received, and may in the future receive, customary compensation from us and our subsidiaries for such services. Banc of America Securities LLC is a broker dealer, one of our subsidiaries and our affiliate. The financial advisor may from time to time hold Depositary Shares and shares of our Common Stock in their proprietary accounts, and, to the extent it owns Depositary Shares in these accounts at the time of its Exchange Offer, the financial advisor may tender such Depositary Shares. During the course of the Exchange Offer, the financial advisor may trade shares of our Common Stock or preferred stock, including the Depositary Shares, for the accounts of its customers. As a result, the financial advisor may hold a long or short position in our Common Stock or preferred stock, including the Depositary Shares.

Solicitation

The Exchange Offer is being made by us in reliance on the exemption from the registration requirements of the Securities Act, afforded by Section 3(a)(9) thereof. We, therefore, will not pay any commission or other remuneration to any broker, dealer, salesman or other person for soliciting tenders of Depositary Shares. We have not retained any dealer, manager or other agent to solicit tenders with respect to the Exchange Offer. The Exchange Agent will mail solicitation materials on our behalf.

In connection with the Exchange Offer, our directors, officers and employees may solicit tenders by use of the mails, personally or by telephone, facsimile, telegram, electronic communication or other similar methods. These directors, officers and employees will not be specifically compensated for these services.

We are making the Exchange Offer to all holders of outstanding Depositary Shares. We are not aware of any jurisdiction in which holders of the Depositary Shares are located in which the making of the Exchange Offer is not in compliance with applicable law. If we become aware of any jurisdiction in which the making of the Exchange Offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Exchange Offer will not be made to the holders of Depositary Shares residing in any such jurisdiction.

We are not disseminating this Offer to Exchange or any other offer materials in any jurisdictions outside the United States where such dissemination is not permitted under applicable law.

Transfer Taxes

We will pay any stock transfer taxes imposed by the United States or any jurisdiction thereunder with respect to the exchange and transfer of Depositary Shares to us pursuant to the Exchange Offer (for the avoidance of doubt, transfer taxes do not include income or backup withholding taxes). If a transfer tax is imposed for any reason other than the exchange of Depositary Shares pursuant to the Exchange Offer, or by any jurisdiction

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outside of the United States, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

Brokerage Commissions

Holders that tender their Depositary Shares to the Exchange Agent do not have to pay a brokerage fee or commission to us or the Exchange Agent. However, if a tendering holder handles the transaction through its bank, broker, dealer, trust company, custodian or other nominee, that holder may be required to pay brokerage fees or commissions. If you tender your Depositary Shares through Banc of America Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated, you will not be charged a commission by either entity.

Fees and Expenses

We will bear the expenses of soliciting tenders of the Depositary Shares. The principal solicitation is being made by mail. Additional solicitation may, however, be made by e-mail, facsimile transmission, and telephone or in person by our officers and other employees.

No Recommendation

Neither we nor our board of directors makes any recommendation as to whether you should tender any of your Depositary Shares or refrain from tendering your Depositary Shares in the Exchange Offer. Accordingly, you must make your own decision as to whether to tender your Depositary Shares in the Exchange Offer and, if so, the number of your Depositary Shares (if any) that you will tender. Participation in the Exchange Offer is voluntary, and you should carefully consider whether to participate. Before you make your decision, we urge you to carefully read this Offer to Exchange in its entirety, including the information set forth in the section of this Offer to Exchange entitled “Risk Factors” and the information incorporated by reference herein. We also urge you to consult your own financial and tax advisors in making your own decisions on what action, if any, to take in light of your own particular circumstances.

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MARKET PRICE AND DIVIDEND INFORMATION

Market Price of and Dividends on the Common Stock

Our Common Stock is currently listed on the NYSE under the symbol “BAC.” As of May 26, 2009, we had approximately 7.92 billion shares of our Common Stock outstanding. The following table sets forth, for the periods indicated, the high and low closing sales prices per share of our Common Stock on the NYSE, as compiled from published financial sources, and the cash dividends declared per share of our Common Stock.