Re: Bank of America Corporation (the ?Company?) Medium Term Note Program, Series L (the ?Program?); Senior Fixed Rate and Floating Rate Notes

To:

Banc of America Securities LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman Sachs & Co.

J.P. Morgan Securities Inc.

HSBC Securities (USA) Inc.

Wells Fargo Brokerage Services, LLC

BNY Mellon Capital Markets, LLC

Barclays Capital Inc.

Keefe, Bruyette & Woods, Inc.

RBS Greenwich Capital Markets, Inc.

SunTrust Robinson Humphrey, Inc.

UBS Securities LLC

Cabrera Capital Markets, LLC

Loop Capital Markets, LLC

(the "Initial Purchasers")

c/o:

Banc of America Securities LLC

One Bryant Park

New York, New York 10036

1.

Appointment of New Selling Agents.

2.

Additional Representations and Warranties.

(a)

Distribution Agreement and Terms Agreement . Each of the Distribution Agreement and this Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution, and delivery by the Selling Agents, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in the Distribution Agreement may be limited by federal and state securities laws, and further

subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.

(b)

Indentures and the Notes . The Indenture or Indentures applicable to the Notes (including, as of the Settlement Date, the Fifth Supplemental Indenture to the Senior Indenture, dated December 1, 2008) have been duly authorized, executed and delivered by the Company, have been duly qualified under the Trust Indenture Act, and, assuming due authorization, execution and delivery by the applicable Trustee, constitute legal, valid, and binding instruments of the Company enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy; the Notes have been duly authorized and, when, completed, executed and authenticated in accordance with the provisions of the applicable Indenture and delivered to and paid for by the Selling Agents pursuant to the Distribution Agreement and this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the applicable Indenture and enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy.

(c)

Merrill Lynch Merger .

(i)

The preliminary unaudited pro forma condensed combined financial data of the Company and Merrill Lynch & Co., Inc. ("Merrill") and the related notes thereto included in or incorporated by reference in the Registration Statement have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions referred to therein.

(ii)

The certain Agreement and Plan of Merger by and between Merrill and the Company dated as of September 15, 2008 (the "Merger Agreement"), has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms; the Company is not in default under, nor has the Company breached or violated, the Merger Agreement in any manner; to the knowledge of the Company, no other party to the Merger Agreement is in default thereunder and no other party to such agreement has breached or violated such agreement in any manner.

(d)

TLG Program .

(i)

The Company is an "eligible entity" (as defined under Section 370.2(a) of the TLG Program) and is a "participating entity" (as defined in Section 370.2(g)(1) of the TLG

Program). Neither the Issuer nor any of its subsidiaries has opted out of the TLG Program pursuant to the terms thereof.

(ii)

The Notes are "senior unsecured debt" (as defined in Section 370.2(e)(1) of the TLG Program) and "FDIC-guaranteed debt" (as defined in Section 370.2(i) of the TLG Program.

(iii)

As of the date hereof, the maximum amount of outstanding senior unsecured debt of the Company and its subsidiaries that may be guaranteed under the TLG Program is approximately $50,470,000,000 and the issuance of the Notes will not result in a breach of such maximum amount.

(iv)

The Company has not received any notification to the effect that the FDIC has reduced the limit of the debt of the Company and its subsidiaries that may be guaranteed under Section 370.3(b)(6) of the TLG Program, or that the FDIC has terminated the Company’s participation in the TLG Program.

3.

Additional Covenants of the Company.

(a)

Notice of Certain Events . The Company will notify the Selling Agents immediately of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction as described in Section 3(k) of the Distribution Agreement or the initiation or threatening of any proceeding for such purpose.

(b)

Review of Proposed Amendments and Supplements . During the Prospectus Delivery Period, prior to amending or supplementing the Registration Statement, the Base Prospectus, the Prospectus or the Disclosure Package (except with respect to a filing required under the Exchange Act), the Company shall furnish to the Selling Agents a copy of each such proposed amendment or supplement for review, and the Company shall not file or use any such proposed amendment or supplement to which the Selling Agents reasonably object.

(c)

Registration Statement Renewal Deadline . If immediately prior to the third anniversary (the "Renewal Deadline") of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Selling Agents, the Company will file, prior to the Renewal Deadline, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form reasonably satisfactory to the Selling Agents. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will file, prior to the Renewal Deadline, if it has not already done so, a new shelf registration statement relating to the Notes, in a form reasonably satisfactory to the Selling Agents, and will use its reasonable efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to such Notes. References in the Distribution Agreement and herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

(d)

Notice of Inability to Use Automatic Shelf Registration Statement Form . If at any time during the Prospectus Delivery Period the Company receives from the Commission a notice pursuant

to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Selling Agents, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Notes, in a form reasonably satisfactory to the Selling Agents, (iii) use every reasonable effort to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Selling Agents of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References in the Distribution Agreement and herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

(e)

Earnings Statement . The Company will make generally available to its security holders and to the Selling Agents as soon as practicable, but not later than 60 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the "effective date" (as defined in such Rule 158) of the Registration Statement.

(f)

Restriction on Certain Issuances . Until the business day (in New York, New York and Charlotte, North Carolina) following the Settlement Date of the Notes, the Company will not, without the consent of the Selling Agents, offer or sell, or announce the offering of, any securities covered by the Registration Statement or by any other registration statement filed under the Securities Act; provided, however, the Company may, at any time, offer or sell or announce the offering of securities (i) covered by a registration statement on Form S-8 or Form S-4 or (ii) covered by a registration statement on Form S-3 (including the Registration Statement) and (A) pursuant to which the Company sells securities under one of the Company’s medium-term note programs (including, without limitation, the Company’s Series L Medium-Term Note Program and the Company’s InterNotes Program), (B) pursuant to which the Company issues securities for its dividend reinvestment plan, (C) pursuant to which affiliates of the Company offer securities of the Company in secondary market transactions, or (D) pursuant to which the Company issues notes, securities of an affiliated trust, depositary shares or preferred stock in an underwritten offering in which the lead manager is Banc of America Securities LLC.

(g)

TLG Program

(i)

On or prior to the Settlement Date, the Master Agreement between the Issuer and the FDIC required by the TLG Program (the "Master Agreement") will have been duly authorized, executed and delivered by the Company, and, upon execution by the FDIC, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); the Company will not be in default under, nor will the Company have breached or violated, the Master Agreement in any manner; to the

knowledge of the Company, as of the Settlement Date, the FDIC will not be default under and will not have breached or violated the Master Agreement in any manner.

(ii)

The Company will promptly send a copy to the Initial Purchasers of any notice sent to the FDIC in connection with the issuance of the Notes.

(iii)

Except to the extent permitted by Section 370.3(h) of the TLG Program the Company will not issue FDIC-guaranteed debt in excess of the maximum amount provided by Section 370.3(b) of the TLG Program.

(iv)

The Company will not use the net proceeds from the issuance of the Notes to prepay any indebtedness that is not FDIC-guaranteed.

(v)

The Company has complied, and will comply, in all material respects with the TLG Program, including (1) payment of all required fees and assessments, including those under Section 370.6, (2) providing all required notifications to the FDIC, including those required under Section 370.8, (3) the record-keeping requirements provided by Section 370.9 of the TLG Program and (4) the terms and conditions of the Master Agreement.

(vi)

Neither the Company nor any of its subsidiaries has or will take any action to opt out of the TLG Program, that would cause the FDIC’s guarantee of the Notes to be voided, that would result in the removal of the Company from the TLG Program, or that would be in contravention of the TLG Program.

4.

Obligations.

(a)

Subject to the terms and conditions of the Distribution Agreement and this Agreement, the Company hereby agrees to issue each series of the Notes and the Initial Purchasers severally agree to purchase and pay for on the applicable Settlement Date each series of the Notes according to their respective Commitments (as defined below) at the applicable purchase prices set forth on the cover page of the Pricing Supplement.

(b)

The obligations of each Initial Purchaser under this Agreement are several and independent and:

(i)

subject to the provisions of Section 11 of the Distribution Agreement, the failure of one or more of the Initial Purchasers to perform its obligations shall not relieve the other Initial Purchasers of their respective obligations or the Company of its obligations to the other Initial Purchasers, under this Agreement; and

(ii)

no Initial Purchaser shall be responsible for or liable in respect of any breach of the obligations or warranties of any other Initial Purchaser under this Agreement.

5.

For the purposes of this Agreement:

(a)

the sum payable on the Settlement Date by the Initial Purchasers for the Notes shall be (i) $6,726,307,500, in the case of the Fixed Rate Notes, (ii) $747,750,000, in the case of the Three Year Three Month LIBOR Notes, (iii) $498,500,000, in the case of the One Month LIBOR Notes and (iv) $997,500,000, in the case of the Two Year Three Month LIBOR Notes, totaling $8,970,057,500.

(c)

"Settlement Date" means 9:30 a.m. (Charlotte time) on December 4, 2008, or such other time and/or date as the Company and Banc of America Securities LLC ("BAS"), on behalf of the Initial Purchasers, may agree. The closing of the offering contemplated hereby shall be held at the offices of McGuireWoods LLP, counsel for the Company, or at such other location as shall be agreed by the Company and BAS, on behalf of the Initial Purchasers. Delivery of the Notes shall be made to BAS for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through BAS of the purchase price thereof. Unless otherwise agreed, the Notes shall be in book-entry only form, deposited with The Depository Trust Company ("DTC") or a custodian for DTC and registered in the name of Cede & Co., as nominee for DTC.

6.

The obligations of the Initial Purchasers to purchase the Notes is conditional upon:

(a)

the conditions set forth in Section 4 of the Distribution Agreement being satisfied as of the Settlement Date;

(b)

(i) the delivery to the Initial Purchasers on the date hereof of a letter from the Company’s independent registered public accounting firm, as described in Section 4(d) of the Distribution Agreement, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, with respect to the Registration Statement and the Prospectus (including the pro forma financial statements arising from the Merger Agreement) and (ii) the delivery to the Initial Purchasers on the date hereof of a letter from Merrill’s independent registered public accounting firm, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, with respect to the Registration Statement and the Prospectus;

(c)

the delivery to the Initial Purchasers on the Settlement Date of:

(i)

legal opinions addressed to the Initial Purchasers dated the Settlement Date in form and substance satisfactory to BAS, on behalf of the Initial Purchasers:

(A)

McGuireWoods LLP, counsel for the Company, in substantially the form attached hereto as Exhibit C hereto;

(B)

the General Counsel of the Company (or such other attorney, reasonably acceptable to counsel to the Initial Purchasers, who exercises general supervision or review in connection with securities law matters for the Company), in substantially the form attached hereto as Exhibit D hereto; and

(C)

Morrison & Foerster LLP, counsel for the Initial Purchasers, in substantially the form attached hereto as Exhibit E hereto.

(ii)

a certificate dated as of the Settlement Date, from the Company, as contemplated by Section 4(c) of the Distribution Agreement, with respect to the Registration Statement, the Prospectus, each Disclosure Package and the Distribution Agreement, as supplemented by this Agreement;

(iii)

a bring-down letter from each of the Company’s independent registered public accounting firm and Merrill’s independent registered public accounting firm relating to the letter described in Section 6(b) above; and

(iv)

all such other documents as may be required reasonably by BAS, on behalf of the Initial Purchasers, to satisfy all such other conditions precedent.

7.

Expenses.

(a)

The preparation, printing, delivery to the Selling Agents and filing of the Registration Statement, each product supplement, the Base Prospectus and the Prospectus and any amendments or supplements thereto and any Issuer Free Writing Prospectus;

(b)

The preparation, filing and reproduction of this Agreement;

(c)

The preparation, printing, issuance and delivery of the Notes to the Selling Agents, including capital duties, stamp duties and transfer taxes, if any, payable upon issuance of any of the Notes, the sale of the Notes to the Selling Agents and the fees and expenses of any transfer agent or trustee for the Notes;

(d)

The fees and expenses of counsel to any such transfer agent or trustee;

(e)

The fees and disbursements of the Company’s accountants and counsel, of the Trustees and their counsel, and of any registrar, transfer agent, paying agent or calculation agent;

(f)

The qualification of the Notes under state securities or insurance laws in accordance with the provisions of Section 3(l) of the Distribution Agreement, including filing fees and the reasonable fees and disbursements of counsel for the Selling Agents in connection therewith and in connection with the preparation, printing, reproduction and delivery to the Selling Agents of any survey of the U.S. state securities laws governing the offering of the Notes;

(g)

The preparation, printing, reproduction and delivery to the Selling Agents of copies of the Indentures and all supplements and amendments thereto;

(h)

Any fees charged by rating agencies for the rating of the Notes;

(i)

With prior Company approval, the fees and expenses incurred in connection with the listing of the Notes on any securities exchange;

(j)

The fees and expenses, if any, incurred with respect to any filing with FINRA;

(k)

The fees and expenses of any depository and any nominees thereof in connection with the Notes; and

(l)

The fees and assessments relating to the TLG Program.

8.

Default by a Selling Agent.

9.

Counterparts.

10.

Governing Law.

Very truly yours,

For:

BANK OF AMERICA CORPORATION

By:

/s/ B. KENNETH BURTON, JR.

Name:

B. Kenneth Burton, Jr.

Title:

Senior Vice President

The foregoing Agreement is hereby confirmed and accepted as of the date specified above:

By:

BANC OF AMERICA SECURITIES LLC

By:

/s/ LILY CHANG

Name:

Lily Chang

Title:

Principal

For itself and the other several Initial Purchasers