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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Bank of America Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

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March 17, 2010

Dear Stockholder:

I am pleased to invite you to the Bank of America Corporation 2010 Annual Meeting of Stockholders. The meeting will be held at 10:00 a.m., local time, on April 28, 2010, in the Belk Theater of the North Carolina Blumenthal Performing Arts Center, 130 North Tryon Street, Charlotte, North Carolina. If you are unable to attend, you will be able to listen to the meeting and view our slide presentation over the Internet at http://investor.bankofamerica.com.

Enclosed are a notice of matters to be voted on at the meeting, our proxy statement, a proxy card and our 2009 Annual Report.

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

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

Sincerely yours,

Brian T. Moynihan

Chief Executive Officer and President

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BANK OF AMERICA CORPORATION

Bank of America Corporate Center

Charlotte, North Carolina 28255

NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on April 28, 2010

The Proxy Statement and Annual Report to Stockholders

are available at http://investor.bankofamerica.com

Webcast of the Annual Meeting: You may listen to a live audiocast of the meeting on our website at http://investor.bankofamerica.com at 10:00 a.m., local time, on April 28, 2010.

Items of Business:

The following items, if properly presented at the Annual Meeting, also will be considered, along with any other business properly brought before the meeting:

Record Date: You are entitled to notice of and to vote at the Annual Meeting (or any adjournment or postponement thereof) if you were a stockholder of record and entitled to vote on March 3, 2010. In accordance with Delaware law, for 10 days prior to the Annual Meeting, a list of those registered stockholders entitled to vote at the Annual Meeting will be available for inspection in the office of the Corporate Secretary, Bank of America Corporation, Bank of America Plaza, 101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255. The list also will be available at the Annual Meeting.

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

Meeting Admission: If you plan to attend the Annual Meeting in person, you will need to bring the admission ticket attached to your proxy card and photo identification. If your shares are held in the name of a broker or other nominee, please bring with you a letter (and a legal proxy if you wish to vote your shares) from the broker or nominee confirming your ownership as of the record date and photo identification. See “Attending the Annual Meeting” on page 4 of the proxy statement.

By order of the Board of Directors:

Alice A. Herald

Deputy General Counsel

and Corporate Secretary

March 17, 2010

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BANK OF AMERICA CORPORATION

Bank of America Corporate Center

Charlotte, North Carolina 28255

PROXY STATEMENT

We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors of Bank of America Corporation for the 2010 Annual Meeting of Stockholders (the “Annual Meeting”). In this proxy statement, we refer to the Board of Directors as the “Board” and to Bank of America Corporation as “we,” “us,” “our company,” “Bank of America” or the “Corporation.” This proxy statement is being mailed and made available starting on or about March 17, 2010.

GENERAL INFORMATION

Important New Voting Information. If your shares are held in the name of a bank, broker or other holder of record, the Securities and Exchange Commission (the “SEC”) has approved a New York Stock Exchange (“NYSE”) rule that changes the manner in which your vote in the election of directors will be handled beginning with the upcoming Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you should have received these proxy materials in paper or electronic form, including a voting instruction card so you can instruct the holder of record how to vote your shares. In the past, if you did not transmit your voting instructions before the Annual Meeting, your broker could vote on your behalf on the election of directors and other matters considered to be routine under NYSE rules. Effective on January 1, 2010, your broker is no longer permitted to vote on your behalf on the election of directors unless you provide specific instructions by following the instructions from your broker about voting your shares by telephone or Internet or completing and returning the voting instruction form. For your vote to be counted in the election of directors, you now will need to communicate your voting decisions to your bank, broker or other holder of record before the date of the Annual Meeting.

Voting your shares is important to ensure that you have a say in the governance of Bank of America and to fulfill the objectives of the majority voting standard that applies in the election of directors. Please review the proxy materials and follow the relevant instructions to vote your shares. We hope you will exercise your rights and fully participate as a stockholder.

Record Date. Only holders of record at the close of business on March 3, 2010 will be entitled to notice of and to vote at the Annual Meeting. Holders of the Corporation’s Common Stock (the “Common Stock”), the 7% Cumulative Redeemable Preferred Stock, Series B (the “Series B Preferred Stock”), the Floating Rate Non-Cumulative Preferred Stock, Series 1 (the “Series 1 Preferred Stock”), the Floating Rate Non-Cumulative Preferred Stock, Series 2 (the “Series 2 Preferred Stock”), the 6.375% Non-Cumulative Preferred Stock, Series 3 (the “Series 3 Preferred Stock”), the Floating Rate Non-Cumulative Preferred Stock, Series 4 (the “Series 4 Preferred Stock”), the Floating Rate Non-Cumulative Preferred Stock, Series 5 (the “Series 5 Preferred Stock”), the 6.70% Non-Cumulative Perpetual Preferred Stock, Series 6 (the “Series 6 Preferred Stock”), the 6.25% Non-Cumulative Perpetual Preferred Stock, Series 7 (the “Series 7 Preferred Stock”), and the 8.625% Non-Cumulative Preferred Stock, Series 8 (the “Series 8 Preferred Stock”), vote together without regard to class except as otherwise required by law. In addition, holders of the Common Stock will be entitled to vote separately as a class with respect to Item 3.

As of the record date of March 3, 2010, there were 10,031,985,594 shares of Common Stock, 7,571 shares of the Series B Preferred Stock, 4,861 shares of the Series 1 Preferred Stock, 17,547 shares of the Series 2 Preferred Stock, 22,336 shares of the Series 3 Preferred Stock, 12,976 shares of the Series 4 Preferred Stock, 20,190 shares of the Series 5 Preferred Stock, 65,000 shares of the Series 6 Preferred Stock, 16,596 shares of the Series 7 Preferred Stock and 89,100 shares of the Series 8 Preferred Stock entitled to vote at the Annual Meeting. Each share of the Common Stock and Series B Preferred Stock is entitled to one vote. Each share of the Series 1-5 Preferred Stock and Series 8 Preferred Stock is entitled to 150 votes. Each share of the Series 6 and 7 Preferred Stock is entitled to five votes.

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

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If a bank, broker or other nominee holds your shares, you will receive voting instructions directly from the holder of record.

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as follows:

“FOR”:

“AGAINST” the stockholder proposals regarding:

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

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

Cost of Proxy Solicitation. We will pay the cost of soliciting proxies. In addition to soliciting proxies by mail or electronic delivery, we also may use some of our associates, who will not be specially compensated, to solicit proxies, either personally or by telephone, facsimile or written or electronic mail. In addition, we have agreed to pay Georgeson Inc. and Laurel Hill Advisory Group, LLC, in total, $34,500 plus expenses to assist us in soliciting proxies from banks, brokers and nominees. We also will reimburse banks, brokers and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners.

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Quorum Required to Hold the Annual Meeting. In order to hold the Annual Meeting, a quorum consisting of the holders of a majority of the aggregate voting power of the Common Stock, the Series B Preferred Stock and the Series 1-8 Preferred Stock must be present in person or represented by proxy at the Annual Meeting. In addition, because the shares of Common Stock, voting as a separate class, must adopt the amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock from 11.3 billion to 12.8 billion, a majority of the outstanding shares of Common Stock, present in person or by proxy, is also required to constitute a quorum with respect to Item 3. For purposes of determining the presence or absence of a quorum, we intend to count as present shares present in person but not voting and shares for which we have received proxies but for which holders thereof have abstained. Furthermore, shares represented by proxies returned by a broker holding the shares in nominee or “street” name will be counted as present for purposes of determining whether a quorum is present, even if the broker is not entitled to vote the shares on matters where discretionary voting by the broker is not allowed (“broker non-votes”).

Majority Vote Standard for Election of Directors. In October 2006, the Board amended our Bylaws to provide that a nominee for director in an uncontested election shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against his or her election. Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the proposal to elect directors. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the votes cast at the meeting.

If a nominee who is currently serving as a director is not elected at the Annual Meeting, under Delaware law the director will continue to serve on the Board as a “holdover director.” However, under our Corporate Governance Guidelines, any director who fails to be elected must offer to resign from the Board. The director whose resignation is under consideration will abstain from participating in any decision regarding that resignation. The Corporate Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. The Board will publicly disclose its decision regarding the resignation within 90 days after results of the election are certified. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is elected and qualified. If a nominee who is not already serving as a director is not elected at the Annual Meeting, under Delaware law that nominee will not become a director and will not serve on the Board as a “holdover director.”

The Board will nominate for re-election only candidates who have tendered irrevocable resignations that will be effective upon: (i) the failure to receive the required vote at the next annual meeting at which they are nominated for re-election; and (ii) Board acceptance of such resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of irrevocable resignation.

Beginning with director elections at the Annual Meeting, brokers no longer have discretionary authority to vote shares without instructions from the beneficial owner. Therefore, if you hold your shares in the name of a bank, broker or other holder of record, for your vote to be counted in the election of directors, you will need to communicate your voting decisions to your bank, broker or other holder of record before the date of the Annual Meeting.

Votes Required to Approve Other Proposals. Approval of Items 2 and 4-12 requires the votes cast in favor of each such proposal to exceed the votes cast against such proposal. In addition, under NYSE listing standards, with respect to Item 5, the amended 2003 Key Associate Stock Plan, the total votes cast on the proposal must represent over 50% of all shares entitled to vote on the proposal. Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on any of these proposals.

Approval of Item 3, the amendment to our certificate of incorporation, requires the affirmative vote of a majority of the voting power represented by the outstanding shares of Common Stock, Series B Preferred Stock, and Series 1-8 Preferred Stock entitled to vote at the Annual Meeting, voting together as a single class. In addition, under Delaware law, the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, counted separately as a class without the Series B Preferred Stock or Series 1-8 Preferred Stock, is also required to approve Item 3. Because approval is based on the affirmative vote of a majority of votes

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represented by shares outstanding, the failure to vote, a broker non-vote or an abstention will have the same effect as a vote against Item 3.

Voting by Associates. If you are a participant in The Bank of America 401(k) Plan, The Bank of America 401(k) Plan for Legacy Companies, The Bank of America Transferred Savings Account Plan, the Merrill Lynch & Co., Inc. Retirement Accumulation Plan, the Merrill Lynch & Co., Inc., Employee Stock Ownership Plan or the Merrill Lynch & Co., Inc., 401(k) Savings & Retirement Plan, and your plan account has investments in shares of Common Stock, you must provide voting instructions to the plan trustees (either via the proxy card or Internet or by telephone) in order for your shares to be voted as you instruct. If no voting instructions are received, the trustee of the plan will vote these shares in the same ratio as the shares for which voting instructions have been received by the trustee unless contrary to the Employee Retirement Income Security Act. Your voting instructions will be held in strict confidence. If you participate in the Merrill Lynch Employee Stock Purchase Plan, your shares must be voted in order to count. The deadline to cast votes for shares held in the foregoing plans is Tuesday, April 27, 2010, at 8:00 a.m. EST. You will not be able to change your vote after this deadline.

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

If you would like to receive your own set of the annual report, proxy statement and notice of annual or special meetings this year or in future years, follow the instructions described below:

If your shares are registered in your own name, please contact our transfer agent and inform them of your request to revoke householding by calling them at 1.800.642.9855 or writing to them at Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island 02940-3078. Within 30 days of your revocation, we will send to you individual documents.

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

If two or more stockholders residing in the same household individually receive copies of the annual report, proxy statement and notice of annual or special meeting and as a household wish to receive only one copy, you may contact our transfer agent at the address and telephone number listed in the preceding paragraph in the case of registered holders, or your bank, broker or other nominee directly if such bank, broker or other nominee holds your shares, and request that householding commence as soon as practicable.

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

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

Attending the Annual Meeting. All holders of Common Stock, Series B Preferred Stock and Series 1-8 Preferred Stock, including stockholders of record and stockholders who hold their shares through banks, brokers, nominees or any other holders of record, are invited to attend the Annual Meeting. Stockholders of record can vote in person at the Annual Meeting. If you are not a stockholder of record, you must obtain a proxy executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the Annual Meeting. If you plan to attend the Annual Meeting, please bring the admission ticket attached to your proxy card and photo identification. If your shares are held in the name of a broker or other nominee, please bring with you a letter (and a legal proxy if you wish to vote your shares) from the broker or nominee confirming your ownership as of the record date, which is March 3, 2010. Failure to bring such a letter may delay your ability to attend or prevent you from attending the meeting.

A number of stockholders may wish to speak at the meeting. The Board appreciates the opportunity to hear the views of stockholders. In fairness to all stockholders and participants at the meeting, and in the interest of an or - -

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derly and constructive meeting, rules of conduct will be enforced. Copies of these rules will be available at the meeting. Only stockholders or their valid proxy holders may address the meeting. Depending on the number of stockholders who wish to speak, we cannot ensure that every stockholder who wishes to speak will be able to do so for as long as they might want to hold the floor.

Only proposals that meet the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 or our Bylaws will be eligible for consideration at the meeting. This year the only proposals that meet the criteria are those set forth in this proxy statement. Therefore, proposals raised at the meeting that are not identified in this proxy statement will not be considered during the Annual Meeting.

Stockholders may submit proposals and other matters for consideration at the 2011 Annual Meeting as described in “Proposals for the 2011 Annual Meeting of Stockholders” on page 81.

CORPORATE GOVERNANCE

Commitment to Corporate Governance Best Practices

The Board of Directors oversees the management of Bank of America’s businesses and affairs. In its oversight of Bank of America, the Board’s goal is to set the tone for the highest ethical standards and performance of our management, associates and the Corporation as a whole. The Board strongly believes that good corporate governance practices are important for successful business performance. Our corporate governance practices are designed to align the interests of the Board and management with those of our stockholders and to promote honesty and integrity throughout Bank of America. Over the past year, we have enhanced our corporate governance practices in many important ways, and we continue to monitor best practices to promote a high level of performance from the Board, management and our associates. See “The Board of Directors” below for more details. The Board has adopted Corporate Governance Guidelines that embody long-standing practices of Bank of America as well as current corporate governance best practices. Additionally, in connection with its previously disclosed February 2010 settlement agreement with the SEC, Bank of America has agreed to additional undertakings relevant to the annual proxy statement, including corporate governance undertakings, for a period of three years. Those undertakings include adopting independence requirements beyond those already applicable for all members of the Compensation and Benefits Committee of the Board; continuing to retain an independent compensation consultant to the Compensation and Benefits Committee; retaining independent disclosure counsel for the Audit Committee; implementing and disclosing written incentive compensation principles on Bank of America’s website and providing Bank of America’s stockholders with an advisory vote concerning any proposed changes to such principles; and providing the Corporation’s stockholders with an annual “say on pay” advisory vote regarding the compensation of senior executives. Highlights of our current corporate governance practices are described below.

Additional Corporate Governance Information, Committee Charters and Code of Ethics

More information about our corporate governance is on our website at http://investor.bankofamerica.com under the heading Corporate Governance. Information available at this website includes our: (i) Certificate of Incorporation; (ii) Bylaws; (iii) Corporate Governance Guidelines (including the Related Person Transactions Policy); (iv) Code of Ethics; (v) charters of each of the committees of the Board; and (vi) Director Independence Categorical Standards. This information is also available in print, free of charge upon written request addressed to: Bank of America Corporation, Attention: Shareholder Relations, 101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255.

The Board of Directors

The basic responsibility of the Board is to oversee the management of the businesses and affairs of Bank of America. Key responsibilities of the Board include those listed below. The Board performs many of these responsibilities with the assistance of its committees.

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In 2009, the Board established a special Board committee with five non-management members (Walter E. Massey-chair, Frank P. Bramble, Sr., Charles K. Gifford, Thomas J. May and Charles O. Rossotti) (the “Special Committee”) to review and recommend changes in all aspects of the Board’s activities. In recognition of the increased complexity of our company following the major acquisitions of Merrill Lynch & Co., Inc. (“Merrill Lynch”) and Countrywide Financial Corporation (“Countrywide”), and the challenges of the current business environment, the Special Committee strengthened the Board by:

Board Oversight of Risk

At Bank of America, the Audit, Credit, and Enterprise Risk Committees are charged with a majority of the risk oversight responsibilities on behalf of the Board. In 2009, the Board recast the Asset Quality Committee as a more targeted and focused Credit Committee and established a new Enterprise Risk Committee to oversee key aspects of risk, capital and liquidity management. The Credit Committee oversees, among other things, the management of

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our credit exposures on an enterprise-wide basis, our response to trends affecting those exposures, the adequacy of the allowance for credit losses and our credit related policies. The Enterprise Risk Committee, among other things, oversees our management of and policies and procedures with respect to material risks on an enterprise-wide basis, including market risk, interest rate risk, liquidity risk and reputational risk. It also oversees our capital management and liquidity planning. The Audit Committee retains oversight responsibility for operational risk, the integrity of our consolidated financial statements, compliance, legal risk and overall policies and practices relating to risk management. In addition to the three risk-oversight committees, the Compensation and Benefits Committee oversees Bank of America’s compensation practices in order that they do not encourage unnecessary and excessive risk taking by our associates.

The Audit, Credit, and Enterprise Risk Committees work in tandem to provide enterprise-wide oversight of Bank of America’s management and handling of risk. Each of these three committees reports regularly to the Board on risk-related matters within its responsibilities and together this provides the Board with integrated insight about our management of strategic, credit, market, liquidity, compliance, operational and reputational risks. For more information regarding the oversight responsibilities of the Audit, Compensation and Benefits, Credit, and Enterprise Risk Committees, see “Board Committee Membership and Meetings” on page 10.

Starting in 2009, the Board formalized its process of approving our company’s articulation of its risk appetite, which is used internally to help the directors and management understand more clearly the company’s tolerance for risk in each of the major risk categories, the way those risks are measured and the key controls available that influence the company’s level of risk-taking. The Board intends to undertake this process annually going forward. The Board also reviews and approves, at a high level, following proposal by management, the company’s framework for managing risk.

At meetings of the Board and the Audit, Credit, and Enterprise Risk Committees, directors receive updates from management regarding enterprise risk management, including our performance against the identified risk appetite. The Chief Risk Officer, who is responsible for instituting risk management practices that are consistent with our overall business strategy and risk appetite, and the General Counsel, who manages legal risk, both report directly to the Chief Executive Officer and lead management’s risk and legal risk discussions at Board and committee meetings. In addition, the Corporate General Auditor, who is responsible for assessing the company’s control environment over significant financial, managerial, and operating information, is independent of management and reports directly to the Audit Committee. The Corporate General Auditor also administratively reports to our Chief Executive Officer. Outside of formal meetings, Board members have regular access to senior executives, including the Chief Risk Officer and the General Counsel.

Chief Executive Officer and Senior Management Succession Planning

The Board, with and through the Corporate Governance Committee, oversees Chief Executive Officer and senior management succession planning. The process targets the building of enhanced management depth, considers continuity and stability within the company, and responds to the company’s evolving needs and changing circumstances.

The Corporate Governance Committee sees to the maintenance of an appropriate succession planning process. The Chief Executive Officer meets periodically with the Corporate Governance Committee to discuss succession planning. The company’s senior officer responsible for human resources and executive talent development (the “HR Officer”) reports regularly to the Corporate Governance Committee and periodically to the full Board on the review of high potential associates who are candidates for development; strategies to utilize the talents of these high potential associates; and plans to develop their management and leadership potential. The Corporate Governance Committee reports on its regular meetings to the full Board.

The full Board reviews succession planning at least annually at a regularly scheduled Board meeting. The Board reviews senior executive performance with the Chief Executive Officer and the HR Officer. In addition, the Board establishes criteria for the Chief Executive Officer position, reflecting, among other considerations, the company’s scope of business, the business environment and the company’s long term strategy. With these criteria, the Board reviews potential internal candidates with the Chief Executive Officer and HR Officer, including development needs, creation of development programs and developmental progress with respect to specific individuals. Directors engage with potential candidates at Board and committee meetings and periodically in less formal set - -

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tings to allow personal assessment of candidates by the directors. Further, the Board reviews the overall composition of the qualifications, tenure and experience of senior management and seeks opportunities to integrate highly qualified external candidates into senior management.

The Board approves emergency contingency and continuity plans for Chief Executive Officer succession planning to enable the company to respond to an unexpected vacancy in the Chief Executive Officer position. In this regard, the Chief Executive Officer discusses and evaluates the plans with the Corporate Governance Committee, which approves the plans annually. The Corporate Governance Committee considers maximizing the continuing safe and sound operation of the company and minimizing any potential disruption or loss of continuity to the company’s business and operations, including in the case of a major catastrophe, among other factors in its evaluation and approval of the plan.

In 2009, the Board significantly reconstituted its membership and assessed and reconfigured its committee structure, committee charters, and committee assignments. During this assessment and transition period, the Board created a special CEO Transition Committee to recommend a successor to Kenneth D. Lewis, the former Chief Executive Officer, in accordance with the Board’s criteria and process described above. The special committee included the Chairman of the Board, Dr. Massey, and the Chair of the Corporate Governance Committee, Mr. May, as well as four other directors, Mr. Gifford, Mr. Holliday, Mr. Powell and Mr. Ryan. The special committee was disbanded upon the election of Mr. Moynihan as Chief Executive Officer.

Director Independence

The Board is composed at all times of at least a majority of directors who are independent. As described below, the Board has determined that 13 of the Board’s 15 current directors and 11 of the Board’s 13 director nominees, or approximately 87 percent and 85 percent, respectively, are independent directors. The Board has adopted categorical standards to assist it in making the annual affirmative determination of each director’s independence status. These Director Independence Categorical Standards (“Categorical Standards”) are attached as Appendix A to this proxy statement and are also posted on our website. A director will be considered “independent” if he or she meets the criteria for independence set forth from time to time in the listing standards of the NYSE and the requirements of the Categorical Standards.

The Board has evaluated the relationships between each current director (and his or her immediate family members and related interests) and Bank of America and its subsidiaries. The Board has affirmatively determined, upon the recommendation of the Corporate Governance Committee, that each of the following directors is independent under the NYSE listing standards and the Categorical Standards: Walter E. Massey (Chairman of the Board); Susan S. Bies; William P. Boardman; Frank P. Bramble, Sr.; Virgis W. Colbert; Charles O. Holliday, Jr.; D. Paul Jones, Jr.; Monica C. Lozano; Thomas J. May; Donald E. Powell; Charles O. Rossotti; Thomas M. Ryan; and Robert W. Scully.

The Board has determined that Charles K. Gifford and Brian T. Moynihan do not meet the independence standards. Mr. Gifford was employed by Bank of America or a predecessor and receives compensation from the Corporation which exceeds the threshold set forth in the listing standards of the NYSE and the Categorical Standards. Mr. Moynihan is our Chief Executive Officer.

The Board has also considered the relationships between Bank of America and its subsidiaries and the directors who retired in 2009 –William Barnet, III, John T. Collins, Gary L. Countryman, Tommy R. Franks, Kenneth D. Lewis, Patricia E. Mitchell, Joseph W. Prueher, O. Temple Sloan, Jr., Meredith R. Spangler, Robert L. Tillman and Jackie M. Ward (and their immediate family members and related interests). In early 2009, the Board affirmatively determined, upon the recommendation of the Corporate Governance Committee, that Mr. Barnet, Mr. Collins, Mr. Countryman, Mr. Franks, Ms. Mitchell, Mr. Prueher, Mr. Sloan, Mrs. Spangler, Mr. Tillman and Ms. Ward were independent under the listing standards of the NYSE and the Categorical Standards. As our then Chief Executive Officer, Mr. Lewis was not an independent director.

In making its independence determinations, the Board considered the following ordinary course, non-preferential relationships that existed during the preceding year between us and our subsidiaries, and our independent directors, director nominees, their immediate family members, and the business organizations and individuals associated with them:

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The Board has determined that, based on the information available to the Board, none of these relationships was material.

Board Leadership

The Board is committed to strong, independent Board leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. A substantial majority of our Board members are independent directors; our key Board committees – Audit, Compensation and Benefits, Corporate Governance, Credit, and Enterprise Risk – are comprised solely of and chaired by independent directors (Audit, Compensation and Benefits, Corporate Governance, and Enterprise Risk) or non-management directors (Credit); and at each regularly scheduled Board meeting, the non-management directors meet in executive session without management directors.

In addition, we have an independent Chairman of the Board. The current structure is appropriate in response to our stockholders vote in April 2009 to approve a Bylaw amendment providing for an independent Chairman of the Board. After that, the Board, upon the recommendation of the Corporate Governance Committee, appointed independent director Dr. Massey to serve as the Chairman of the Board. Following the Annual Meeting, the Board will, upon the recommendation of the Corporate Governance Committee, appoint an independent Chairman of the Board for the 2010 to 2011 term.

The Board regularly deliberates and discusses its appropriate leadership structure and the role and responsibilities of the Chairman of the Board based upon the needs of the Corporation from time to time to provide effective, independent oversight of management.

Executive Sessions of the Board

Our non-management directors, including a director who is not independent, meet in executive session at each regular Board meeting. Separately, our independent directors meet in executive session at least once a year. These executive sessions are led by our Chairman of the Board.

Board Attendance and Annual Meeting Policy

Directors are expected to attend our annual meeting of stockholders, regular and special meetings of the Board and meetings of the committees on which they serve. In 2009, there were 34 meetings of the Board, and each of the current directors attended at least 75 percent of the meetings of the Board during his or her tenure as a director and committees on which he or she served. In addition, all except one of the directors serving on the Board at the time of the 2009 Annual Meeting of Stockholders (the “2009 Annual Meeting”) attended our 2009 Annual Meeting.

During 2009, the Board encouraged directors to participate in periodic telephonic Board information sessions. During these sessions, which were conducted by our Chief Executive Officer, directors received updates from senior management, risk executives and the General Counsel on the Corporation’s financial condition and lines of business. 15 information sessions were held in 2009.

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Board Evaluation and Education

Each year, the Board and the Audit, Compensation and Benefits, Corporate Governance, Credit, and Enterprise Risk Committees evaluate their effectiveness. The Board views self-evaluation as an ongoing process designed to achieve high levels of Board and committee performance.

All new directors participate in our orientation program in their first six months as a director. This orientation includes presentations by senior management to familiarize new directors with our management, lines of business, strategic plans, significant financial, accounting and risk management matters, compliance programs, conflict policies, Code of Ethics and insider trading and other policies. Directors receive ongoing continuing education through educational sessions at meetings and receive information about ongoing developments relevant to our company and our industry. All current Audit Committee members also participated in two half-day sessions regarding operational risk management, accounting, financial reporting and Audit Committee responsibilities that are specific to our company. The sessions were led by our Chief Financial Officer, Global Compliance Executive, Chief Accounting Officer, Accounting Policy Executive, General Auditor and General Counsel, among others. Representatives from our registered independent public accounting firm were also in attendance at these sessions. The Board also encourages directors to participate in continuing education programs and reimburses directors for the expenses of such participation.

Board Committee Membership and Meetings

The table below provides the current membership and the 2009 meeting information for each of the standing Board committees. Following the Annual Meeting, the Board will assign, at the Corporate Governance Committee’s recommendation, members to each of the Board committees for the 2010 to 2011 term.

While each committee has its own charter and designated responsibilities, the committees act on behalf of the entire Board, make recommendations to the Board as appropriate and regularly report on their activities to the entire Board. As part of our work to enhance Board governance, each of the six standing committees adopted a new charter in October 2009; these charters are posted on our website. The key information below about each committee is qualified in its entirety by the full text of the committee charters.

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Audit Committee. The Audit Committee currently consists of four directors, all of whom are independent under the NYSE listing standards, the Categorical Standards and the SEC rules and regulations applicable to audit committees. The Board has determined that all four Audit Committee members – Mr. Jones, Mr. Powell, Mr. Rossotti and Mr. Scully – are financially literate in accordance with the NYSE listing standards and qualify as audit committee financial experts under SEC rules. During 2009, the Audit Committee held 13 meetings. Duties of the Audit Committee include:

Compensation and Benefits Committee. The Compensation and Benefits Committee currently consists of four directors, all of whom are independent under the NYSE listing standards and our Categorical Standards. Three of the four current members joined the Committee during 2009, bringing new perspective, expertise and leadership. During 2009, the Compensation and Benefits Committee held eight meetings. Duties of the Committee include:

*  As described below, beginning in 2009, the Committee expanded its review to include, in addition to the executive officers, all of the Chief Executive Officer’s direct reports.

The Committee may create subcommittees with authority to act on the Committee’s behalf. The Committee has delegated to the Stock Plan Award Subcommittee (which consists of the chairman of the Committee) the Committee’s authority to make awards and determine the terms and conditions of stock options, stock appreciation rights and restricted stock awards (both shares and units) under the Bank of America Corporation 2003 Key Associate Stock Plan (the “Key Associate Stock Plan”) that was most recently approved by stockholders in December 2008 and is subject to further stockholder approval in connection with this proxy statement. However, this delegation of authority does not extend to awards to our executive officers.

The Committee may delegate to management certain of its duties and responsibilities, including with respect to the adoption, amendment, modification or termination of benefit plans. Significant delegations made by the Committee include the following:

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The Committee actively engages in its duties and follows procedures intended to ensure excellence in the governance of our pay-for-performance philosophy:

Over 2008/2009, the Committee expanded its review in several aspects:

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As discussed in the Compensation Discussion and Analysis beginning on page 28, because of our participation in the Troubled Asset Relief Program (“TARP”) and the authority of the Office of the Special Master of TARP Executive Compensation (the “Special Master”) to review and approve the amount and form of compensation awarded to our “senior executive officers” and certain other highly compensated associates, the Committee operated the executive compensation program for 2009 in a significantly different fashion than prior years. The Committee reviewed the Special Master’s determinations and the Committee’s other compensation recommendations with the Board throughout 2009, and the Board approved the compensation decisions for all of our executive officers as recommended.

Our executive officers are generally not engaged directly with the Committee in setting the amount or form of executive officer or director compensation. However, as part of the annual performance review for our executive officers other than the Chief Executive Officer, the Committee considers the Chief Executive Officer’s perspective on each executive officer’s individual performance and compensation as well as the performance of our various business segments and lines of business.

The form and amount of compensation paid to our non-employee directors is reviewed from time to time by the Committee. Any changes to director compensation are recommended by the Committee to the Board for approval.

Corporate Governance Committee. The Corporate Governance Committee currently consists of seven directors, including our Chairman of the Board, all of whom are independent under the NYSE listing standards and the Categorical Standards. During 2009, the Corporate Governance Committee held seven meetings. Duties of the Corporate Governance Committee include:

The Corporate Governance Committee oversees Bank of America’s chief executive officer succession planning process. The Corporate Governance Committee and the Board review, at least annually, our plan for chief executive officer succession. See “Chief Executive Officer and Senior Management Succession Planning” on page 7 for more details.

Credit Committee. The Credit Committee currently consists of four directors, all of whom are non-management. During 2009, the Credit Committee, together with the Asset Quality Committee (which was recast as the Credit Committee), held seven meetings. The Credit Committee is responsible for exercising oversight of senior management’s identification and management of our company’s credit exposures on an enterprise-wide basis and our

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company’s response to trends affecting those exposures and oversight of senior management’s actions to ensure the adequacy of the allowance for credit losses and our company’s credit-related policies. Duties of the Credit Committee include:

Enterprise Risk Committee. The Enterprise Risk Committee currently consists of five directors, all of whom are independent. From its formation in October 2009 through the end of the year, the Enterprise Committee held four meetings. Duties of the Enterprise Risk Committee include:

Executive Committee. The Executive Committee currently consists of six directors, including our Chairman of the Board and our Chief Executive Officer. During 2009, prior to adoption of its new charter, the Executive Committee held three meetings and had the general authority to act on behalf of the Board between regular Board meetings. Under its new charter, the Executive Committee is authorized to act only on an emergency basis on matters requiring immediate approval or other action by the Board to ensure continuity in the management of the business and affairs of our company. The Executive Committee reports all actions taken to the full Board no later than at the next regular meeting of the Board.

Code of Ethics

The Board has adopted a Code of Ethics that applies to all of our directors, officers and associates, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics embodies our commitment to the highest standards of ethical and professional conduct. All directors, officers and associates are

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required to annually certify that they have read and complied with the Code of Ethics. The Code of Ethics consists of basic standards of business practice as well as professional and personal conduct. We intend to post any amendments to the Code of Ethics, or waivers thereof (to the extent applicable to the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer), on our website.

Charitable Giving and Political Contributions

The Board annually reviews a report on our charitable giving and political contribution programs. Information regarding our policy on political contributions and activities can be found in our “Corporate Political Contributions Policy Statement” on our website.

Communications with the Board of Directors

The Board has established a process for stockholders and other parties to communicate with the Board, any director (including the Chairman of the Board), non-management members of the Board as a group or any Board committee. Parties may send a letter c/o Corporate Secretary, Bank of America Corporation, 101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255. For further information, refer to “Contact the Board” on our website.

ITEM 1: ELECTION OF DIRECTORS

Identifying and Evaluating Nominees for Director

The Board, acting through the Corporate Governance Committee, is responsible for identifying and evaluating candidates for Board membership. The Board and the Corporate Governance Committee believe its members should possess experience, qualifications attributes and skills, that when taken together, will allow the Board to function collaboratively and effectively in its oversight of our company’s current and future needs. The attributes that the Board and every director should possess are in the director nomination standards set forth in our Corporate Governance Guidelines. Specifically:

The Corporate Governance Committee and the Board may, from time to time, establish and consider other specific skills and experiences that they believe our company should seek in order to constitute a diverse, balanced, collaborative and effective Board. For an incumbent director, the Corporate Governance Committee and the Board also consider past performance of such director on our Board. See “The Nominees” on page 17 for the qualifications of each nominee for election at the Annual Meeting.

The Corporate Governance Committee regularly reviews Board composition in light of our company’s business and structure; the changing needs of our company as a result of the business environment; our operations, financial conditions and complexity; its assessment of the Board’s performance; and input from stockholders and other key constituencies. As part of this review, the Corporate Governance Committee evaluates the effectiveness of the Board’s director nomination standards – including its criteria related to diversity – as set forth in the Corporate Governance Guidelines.

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It is a general policy of the Board that a director who has reached the age of 72 will not be nominated for re-election to the Board. Nevertheless, the Corporate Governance Committee may recommend and the Board may approve the nomination of a director for re-election at or after the age of 72, if, in light of all the circumstances, the Board believes that it is in the best interests of Bank of America and its stockholders. A director who changes his or her principal occupation shall offer to resign, and the Corporate Governance Committee will, in consultation with the Chairman of the Board, determine whether to accept such resignation. Management directors will resign from the Board when they leave their executive officer positions.

The Corporate Governance Committee will, in consultation with the Chairman of the Board, consider candidates proposed or suggested by Board members, management, third party search firms retained by the Corporate Governance Committee and stockholders. The Corporate Governance Committee follows the same process and uses the same criteria for evaluating candidates whether they are proposed by Board members, management, third party search firms or stockholders.

Any stockholder who wishes to recommend a candidate for consideration by the Corporate Governance Committee for nomination at an annual meeting of stockholders must submit the proposal in writing prior to October 15^th of the preceding year. The proposal must include the following:

Our Corporate Governance Guidelines provide that the Board shall nominate for election or re-election as directors only candidates who agree to tender, following the annual meeting at which they are elected or re-elected as directors, irrevocable resignations that will be effective upon: (i) the failure to receive the required vote at the next annual meeting at which they are nominated for re-election; and (ii) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of irrevocable resignation tendered by other directors in accordance with our Corporate Governance Guidelines.

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The Nominees

Based upon recommendations of the Corporate Governance Committee, the Board fixed the size of the Board, effective as of the Annual Meeting date, at 13 and named the nominees below for election to the Board of Directors at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. Candidates who are standing for election at the Annual Meeting for the first time – Ms. Bies, Mr. Boardman, Mr. Holliday, Mr. Jones, Mr. Powell and Mr. Scully – were identified by the Special Committee of the Board with advice from its outside legal counsel and third-party advisors and recommended by the Corporate Governance Committee. The Special Committee’s legal counsel and the advisors also assisted with the Special Committee’s review of the candidates’ background and qualifications. Each director elected will serve until the next annual meeting of stockholders when his or her successor has been duly elected and qualified, or until the director’s earlier resignation or removal. If any nominee is unable to stand for election for any reason, the persons appointed to vote the proxies may vote at the Annual Meeting for another person proposed by the Board, or the number of directors constituting the Board may be reduced.

Set forth below are each nominee’s name and age as of the Annual Meeting date and his or her principal occupation, business history and public company directorships held during the past five years.

All of our nominees are seasoned leaders from across the country who bring to the Board a vast array of public company, financial services, private company, public sector, non-profit and other business experience, the majority as chief executive officers. All nominees meet our director nominations standards (see “Identifying and Evaluating Nominees for Director” on page 15). Among other skills, they possess a breadth of varied experience in domestic and international leadership; consumer banking; commercial and small business banking; investment banking, capital markets and financial advisory services; finance and accounting; risk management; operations management; strategic planning; business development; regulatory and government affairs; corporate governance; human resources and compensation; technology; and public policy – qualities that led the Board to conclude that they should serve as our directors at this time, in light of our company’s business and structure, the business environment and the company’s long-term strategy. Certain of these specific experiences, qualifications, attributes and skills of each nominee are described in each nominee’s biography below. In addition, the nominees, who reflect our consumer base as a whole, represent diverse viewpoints and a blend of historical and new perspectives working collaboratively with candid discussion.

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

SUSAN S. BIES (62) Former Member, Board of Governors of the Federal Reserve System
		-   Director since June 2009. -   Senior Advisory Board Member to Oliver Wyman Group, a management consultancy subsidiary of Marsh & McLennan Companies, Inc., since March 2007. -   Member of the SEC’s Advisory Committee on Improving Financial Reporting and Chairman of the SEC’s Substantive Complexity Subcommittee from 2007 to 2008. -   Governor of the Federal Reserve System, the central bank of the United States, from 2001 to 2007. -   Chief Financial Officer; Chairman of the Asset-Liability Management Committee and Executive Risk Management Committee; and Executive Vice President of Risk Management of First Tennessee National Corporation, a regional bank holding company, where she was employed from 1979 to 2001. -   Other Current Directorships: Zurich Financial Services Ltd. (Swiss company).   Ms. Bies brings key consumer banking, regulatory and risk management experience to the Board. Her enterprise risk management experience adds to the Board’s expertise in an area of intense focus in the current regulatory environment. Her government, regulatory and public policy experience – garnered through leadership roles with the Federal Reserve, a primary regulator of our company, and her involvement with international central bank governors and domestic industry groups to develop banking supervision best practices – complements the Board’s oversight of our highly regulated company.

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DIRECTOR COMPENSATION

During 2009, Mr. Lewis was our sole employee director and he did not receive any compensation for his services as a director. Mr. Lewis retired from the Board effective December 31, 2009, and Mr. Moynihan joined the Board on January 1, 2010. As an employee director, Mr. Moynihan will also not receive any compensation for his services as a director.

We provide the following elements of annual compensation for our non-employee directors:

Non-employee directors who begin their Board service or committee chairmanship mid-year receive a pro-rata portion of the annual compensation.

The annual restricted stock award is provided under the Bank of America Corporation Directors’ Stock Plan (the “Directors’ Stock Plan”) and is subject to a one-year vesting requirement. The number of shares awarded equals the dollar value of the award divided by the closing price of our Common Stock on the grant date, rounded down to the next whole share, with cash payable for any fractional share.

Non-employee directors can elect to defer any or all of their compensation through the Bank of America Corporation Director Deferral Plan (the “Director Deferral Plan”). If a director elects to defer his or her annual restricted stock award, we credit a “stock account” with a number of whole and fractional “stock units” of equal value, with each stock unit having the same value as our Common Stock. These stock units are subject to the same one-year vesting requirement that applies under the Directors’ Stock Plan. Directors can choose to defer their annual cash award, as well as any committee chairman retainers, into the stock account or a “cash account.” We credit the stock account with dividend equivalents in the form of additional stock units and credit the cash account with interest at a long-term bond rate. Following retirement from the Board, a non-employee director receives the balances of his or her stock account (to the extent vested) and cash account in a single lump sum cash payment or in 5 or 10 annual cash installments per the director’s prior election. Because stock units are not actual shares of our Common Stock, they do not have any voting rights.

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The following table presents the compensation we awarded with respect to our non-employee directors for their services in 2009:

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As of December 31, 2009, our non-employee directors held the following number of unexercised stock options and the following whole number of unvested shares of restricted stock or unvested stock units:

In consideration for his consulting services and other agreements, Mr. Gifford received: (i) a $50,000 retainer for each of the first five years of the Retirement Agreement; (ii) use of company-provided aircraft for up to 120 hours per year for each of the first five years of the Retirement Agreement; and (iii) office space (for as long as he requests) and secretarial support (for the first five years of the Retirement Agreement, renewable annually thereafter) that is both reasonable and appropriate in size and scope.

The company has determined not to renew the Retirement Agreement; however, it will continue to provide administrative support for so long as we continue to provide Mr. Gifford an office.

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For 2009, the value of these benefits equaled the following: (i) $50,000 in consulting fees; (ii) $956,007 in aircraft usage (which is the amount paid to a third party vendor); and (iii) $238,155 in office and administrative support. In addition, we paid Mr. Gifford a tax gross-up in the amount of $293,004 related to his use of company-provided aircraft. We did this because in 2006 we began imputing income for personal use of company-provided aircraft using a third-party “charter” value, rather than the more common IRS-approved Standard Industry Fare Level (SIFL). By changing to the charter value, we made it more expensive for our executive officers to use company-provided aircraft for personal travel. However, this change also made the aircraft usage for Mr. Gifford more expensive, which was not the intent when the Retirement Agreement was originally entered into. The tax gross-up represents the difference in the taxes Mr. Gifford is required to pay using charter values versus what he would have had to pay had we continued using SIFL values.

Upon his retirement as an associate, Mr. Gifford became entitled to receive compensation as a non-employee director as more fully described above.

Stock Ownership Requirements for Directors. We have formal stock ownership requirements that apply to our non-employee directors. Under these requirements, each non-employee director is required to own and hold a minimum of 10,000 shares of our Common Stock. All full value shares beneficially owned are included in the calculation. New non-employee directors have up to five years to achieve compliance. All non-employee directors who have served on the Board for at least five years comply with our requirements. Non-employee directors cannot sell the restricted stock they receive as compensation (except as necessary to pay taxes upon vesting) until termination of their service.

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STOCK OWNERSHIP

Our voting securities are the Common Stock, Series B Preferred Stock and Series 1-8 Preferred Stock. As of February 25, 2010, we did not know of any person who beneficially owned 5% or more of the Common Stock or the Series B Preferred Stock or the Series 1-8 Preferred Stock (collectively the “Preferred Stock”).

The following table sets forth information as of February 25, 2010, with respect to the beneficial ownership of Common Stock by: (i) each director and nominee for director; (ii) each executive officer named in the Summary Compensation Table; and (iii) all directors, nominees and executive officers as a group. As of February 25, 2010, none of such persons owned any shares of any class of our equity securities other than as disclosed below.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and some of our officers to file reports with the SEC indicating their holdings of, and transactions in, our equity securities. Based solely on a review of the copies of such reports we received, and written representations from the reporting persons that no other reports are required, we believe that, during 2009, our reporting persons complied with all Section 16(a) filing requirements, except that 5,000 shares of Common Stock owned by Mr. Prueher and 750 shares of Common Stock owned by his spouse were inadvertently omitted from a Form 3 filed on his behalf.

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COMPENSATION AND BENEFITS COMMITTEE REPORT

The Compensation and Benefits Committee has reviewed and discussed with management the Compensation Discussion and Analysis that immediately follows this report. Based on this review and discussion, the Compensation and Benefits Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2009.

Submitted by the Compensation and Benefits Committee of the Board:

Thomas M. Ryan, Chairman

William P. Boardman

Donald E. Powell

Robert W. Scully

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

We have an executive compensation program that is designed to tie pay to performance, balance rewards with prudent business decisions and risk management and focus on both annual and long-term performance.

For 2009, because of our participation in TARP, the Compensation and Benefits Committee operated the executive compensation program in a significantly different fashion than prior years. This was because under TARP, the Special Master had the authority to review and approve the amount and form of compensation awarded to our “senior executive officers” and certain other highly compensated associates, including Mr. Lewis, Mr. Price and Mr. Montag. The Compensation and Benefits Committee engaged directly with the Special Master to ensure that the amount and form of compensation awarded would advance the company’s long-term interests while complying with both the spirit and requirements of TARP. This process resulted in 2009 compensation comprised almost exclusively of limited cash salary plus an award of stock salary payable over three years. In addition, in light of his retirement, Mr. Lewis agreed to receive no salary or incentive compensation for 2009.

Although the total 2009 compensation opportunity for Mr. Curl and Mr. Moynihan, our other named executive officers, ultimately was not subject to Special Master approval, the Compensation and Benefits Committee determined that the compensation for these individuals should be consistent with the approach required by the Special Master for Mr. Price and Mr. Montag.

As we go forward, we will continue to provide compensation opportunities for our executive officers through a well-governed pay-for-performance program that rewards long-term, sustainable results aligned with stockholder interests. Key features of the program include:

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Compensation Principles

We operate a large, global financial services business in a very competitive environment. There are many challenges inherent in running a business of our size and scope. To best meet these challenges, we have designed our executive compensation program to reflect our Global Compensation Principles. We design all of our incentive compensation programs, including our executive compensation program, to be consistent with these Principles, as follows:

Overview of Our Executive Compensation Program

The key compensation element for our executive officers is an incentive opportunity that is designed to balance both near-term and longer-term business objectives by providing year-end incentive award opportunities based on our performance.

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Our practice has been to establish a target total compensation package for each executive officer at the beginning of each year comprised of the executive’s incentive opportunity and a base salary. Base salary forms only a minor part of the total compensation opportunity and is designed to provide a level of predictable income. The Compensation and Benefits Committee establishes the base salary levels for our executive officers to reflect each executive officer’s scope of responsibility and accountability within the company and to be part of a competitive total compensation package. See “Our 2009 Compensation Decisions” below for a discussion about base salary decisions in conjunction with the Special Master’s compensation determinations for 2009. The Compensation and Benefits Committee takes into account compensation practices and financial performance at a group of leading U.S. financial services companies when deciding base salary levels and year-end compensation awards for our executive officers. See “Competitor Groups” on page 35.

Our executive officers do not engage directly with the Compensation and Benefits Committee in setting the amount or form of executive officer compensation. However, as part of the annual performance review for our executive officers other than the Chief Executive Officer, the Committee considers the Chief Executive Officer’s perspective on each executive officer’s individual performance and compensation as well as the performance of our various business segments and lines of business. See “Compensation and Benefits Committee” at page 11 for additional information about the Compensation and Benefit Committee’s oversight of our executive compensation program.

Pay-for-Performance Features of Our Program

Our year-end compensation decisions over the last several years most clearly illustrate the direct linkage between our executive officers’ pay and our company’s performance. For 2007, the Compensation and Benefits Committee awarded our named executive officers with respect to that year cash and equity incentive compensation significantly below target levels based on our performance. For 2008 and 2009, the Committee did not award our named executive officers with respect to either of those years any year-end cash or equity incentive compensation.

Many of our program’s unique features further demonstrate the commitment to our pay-for-performance philosophy.

Conditions of Stock Ownership

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Severance and SERPs

Option Grant Practices

Clawback Policies

Our 2009 Compensation Decisions

The executive compensation process for 2009 was unprecedented as a result of our participation in TARP. The Committee did not establish target total compensation packages for our executive officers for 2009 as a result of a series of TARP-related developments during the year.

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After the June regulations, we engaged with the Special Master about 2009 compensation opportunities for the associates within the Special Master’s jurisdiction.

In October 2009, as a result of this process, the Special Master issued a determination letter. This letter addressed both the amount and form of compensation for Mr. Lewis, Mr. Price and Mr. Montag, who were among the “senior executive officers” or other highly compensated employees within the Special Master’s scope of review.

In the course of consulting with the Special Master prior to issuance of the Special Master’s determination letter, it was determined that the form of compensation for the Chief Executive Officer’s other direct reports who were employed by legacy Bank of America or legacy Merrill Lynch before 2009 should be consistent with the form of compensation required by the Special Master for the “senior executive officers.” Among our named executive officers, this included Mr. Curl and Mr. Moynihan. The Compensation and Benefits Committee determined to continue to apply this approach for 2009 even after our TARP repayment in December, in order to have an internally consistent approach for 2009 for our named executive officers. Accordingly, their 2009 compensation is also made up of cash salary and stock salary as shown in the table below.

In connection with the Special Master’s determination letter, and given the company’s performance during 2009 and the past several years, the Compensation and Benefits Committee also determined that none of the named executive officers would be eligible for any incentive awards for 2009, including any long-term restricted stock awards otherwise permitted under TARP.

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In accordance with its regular practice, throughout 2009 the Compensation and Benefits Committee reviewed information about compensation practices at the competitor groups and assessed Bank of America’s performance relative to the primary competitor group of leading U.S. financial services companies, although this information was not a material factor in the Committee’s review of the Special Master’s determinations.

The Committee reviewed the Special Master’s determinations and the Committee’s other compensation recommendations with the Board during 2009, and the Board approved the compensation decisions as recommended.

The following table shows the results of these compensation decisions:

Compensation Decisions For Performance Year 2009

Mr. Montag entered into an offer letter with Merrill Lynch in May 2008, well before the Bank of America acquisition. This offer letter included a contractual commitment to make certain compensation payments. As a result of the acquisition of Merrill Lynch, Bank of America was required to fulfill all of the contractual commitments under the offer letter, and this included a restricted stock award granted on January 2, 2009. Mr. Montag’s 2009 compensation reported in the Summary Compensation Table on page 38 includes the grant date fair value of this restricted stock award. This is because the Summary Compensation Table is required to report the value of all equity awards granted in the year, even if the award was determined based on services rendered or commitments made in a prior year. The offer letter does not provide for additional contractual payments going forward for performance in 2009 and beyond.

Given that the bank has fully repaid all TARP financing, the Compensation and Benefits Committee expects that for 2010 it will apply the principled, structured compensation framework described above under “Overview of Our Executive Compensation Program,” consistent with our Global Compensation Principles, rather than continuing with the forms of compensation required by the Special Master. The Compensation and Benefits Committee will continue to review the program and may make additional improvements, consistent with the core principles of aligning pay to performance, aligning executive officer interests with our stockholders and limiting perquisites and other benefits. As a first step in this process, stock salary awards have not been continued into 2010 and annual rates of cash salary have been set at $950,000 for Mr. Moynihan and $800,000 for Mr. Price and Mr. Montag, all effective January 1, 2010. These rates of cash salary better reflect the size and scope of the jobs and are more competitive with broader market practices.

Mr. Curl is retiring at the end of March 2010. Until his retirement he will assist in the transition of his risk duties and consult on possible strategic partnerships. He will be eligible for a discretionary partial incentive award for 2010. He will not be eligible for any cash severance benefits.

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Our Other Compensation Practices

Other Elements of Compensation

The other elements of our executive compensation program are as follows:

Retirement Benefits

Executive officers participate in our various employee benefit plans designed to provide retirement income. Our qualified and nonqualified pension plans provide a retirement income base, and our qualified and nonqualified 401(k) plans permit additional retirement savings. To encourage retirement savings under the qualified and nonqualified 401(k) plans, we provide an employer matching contribution.

We limit eligible compensation for earning benefits under the qualified and nonqualified pension plans and for employer matching contributions under the qualified and nonqualified 401(k) plans to the first $250,000 in annual cash compensation. As a result, the Compensation and Benefits Committee’s decisions to grant annual performance-based cash incentive, restricted stock and stock option awards do not create any additional retirement benefits earned under these plans. In accordance with the TARP requirements and the Special Master’s determination, our named executive officers did not receive any employer contributions for 2009 under our nonqualified pension and 401(k) plans.

Our executive officers do not earn additional retirement income under any SERPs. We believe that our executive officers should be able to provide for their retirement needs from the compensation they earn based on our performance.

For more information about these plans, see “Pension Benefits” and “Nonqualified Deferred Compensation” on pages 47 and 49, respectively.

Perquisites and Other Fringe Benefits

Our executive officers receive health and welfare benefits, such as group medical, group life and long-term disability coverage, under plans generally available to all other US-based salaried associates. Consistent with our pay-for-performance philosophy, we provide very few executive fringe benefits. Because we have internal expertise on tax and financial planning matters, we make those services available at no cost to our executive officers for their personal tax and financial planning needs. We also provide our executive officers with secured parking and home security systems. Beginning in July 2009, our executive officers do not have access to corporate aircraft for personal travel except in case of certain emergency situations. In accordance with the TARP requirements and the Special Master’s determination, our executive officers were limited to no more than $25,000 in “other” compensation, including perquisites, for 2009.

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Competitor Groups

The Compensation and Benefits Committee uses a group of five leading US financial services companies as the primary competitor group to review compensation levels and test relative performance. We use these banks as our primary competitor group because we are in direct competition with them for customers, associates and investors. Also, these banks follow similar economic cycles to our own, making relative performance measurements more meaningful. These banks are:

Citigroup

Goldman Sachs

JPMorgan

Morgan Stanley

Wells Fargo

The Compensation and Benefits Committee also reviews executive compensation for a leading group of global companies headquartered in the US spanning all industries, including the financial services industry. Each of these companies generally has net income and market capitalization approximating or exceeding $4.0 billion and $60 billion, respectively. We review information about these companies to get a general perspective on compensation practices for companies of similar size and global scope. For 2009, based on net income and market capitalization measured at December 31, 2008, these companies were:

In a similar fashion, given our growing global scope, the Compensation and Benefits Committee reviews executive compensation for a group of leading international financial institutions for a general perspective on compensation practices across the global financial services industry:

Banco Santander

Barclays

BNP Paribas

Credit Suisse

Deutsche Bank

HSBC

UBS

Risk Management Checks and Balances

The Committee believes that the design and governance of our executive compensation program is consistent with the highest standards of risk management. The design of our executive compensation program supports our risk management goals through an interlocking set of checks and balances.

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Together, these features of our executive compensation program are intended to:

Timing of Equity Grants

Awards of restricted stock and stock options to executive officers and other eligible key associates are made on a regular award date each year shortly after the end of the applicable performance year. This is the same date that we pay cash incentive awards for the performance year, and is scheduled to give us sufficient time to complete all performance reviews and obtain all necessary approvals. For the past few years, the award date has been February 15, or the immediately preceding business day if February 15 is not a business day.

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We occasionally make awards of restricted stock or stock options other than on the regular annual award date, usually in connection with hiring a new key associate or awards under annual performance plans that follow a different timing cycle. We make these awards on the first day of the calendar month following approval, which for newly hired associates is on or after their actual hire date.

Formal approval for awards is obtained prior to the grant dates. We do not coordinate the timing of our awards with the release of material non-public information. The exercise price for the stock options equals the closing price of our Common Stock for the grant date.

Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) limits the deductibility of compensation paid to certain executive officers in excess of $1,000,000, but excludes “performance-based compensation” from this limit.

Cash incentive compensation and restricted stock awards are provided under the stockholder-approved Executive Incentive Compensation Plan (EIC Plan). Under the EIC Plan’s compensation formula, participating executive officers may receive maximum deductible incentive compensation for a year up to 0.20% of our net income for that year. Under the EIC Plan, the Compensation and Benefits Committee can determine to make all or any portion of the annual incentive award in the form of a restricted stock award under our Key Associate Stock Plan.

In addition, compensation realized by our executive officers through the exercise of stock options should be fully deductible to us as “performance-based compensation” under Section 162(m).

TARP imposes additional requirements under Code Section 162(m). For certain “covered executives” for purposes of Code Section 162(m)(5), during the period that the Treasury Department holds a debt or equity interest in our company, we cannot deduct annual compensation for the covered executives in excess of $500,000. The “performance-based exception” does not apply to this TARP-related deduction limit. As a result, certain portions of executive officer compensation earned for 2008 and 2009, including the compensation for 2009 authorized by the Special Master such as the stock salary awards, may not be deductible when paid. However, all compensation decisions for our executive officers are made with full consideration of the Section 162(m) implications.

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EXECUTIVE COMPENSATION

Summary Compensation Table. The following table shows compensation paid, accrued or awarded with respect to our named executive officers during the year indicated:

Summary Compensation Table ⁽¹⁾

The amount for 2009 for Mr. Montag includes the grant date fair value of a restricted stock award granted in January 2009 required by a contractual commitment entered into by Merrill Lynch in May 2008 in connection with hiring Mr. Montag, well before the Bank of America acquisition. See the Compensation Discussion and Analysis for additional details.

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Grants of restricted stock (but not stock salary) include the right to receive cash dividends, although for restricted stock awards granted for performance in 2007 and later years, cash dividends are paid only if and when the underlying award becomes vested. The following lists the amounts of cash dividends received by the named executive officers during 2009 on unvested restricted stock: