Bank of America Corporation - s. 38(3)

October 24, 2008

Attention: Michael Smith

Further to your letter dated October 20, 2008, we understand that:

1. The Company is intending to complete the acquisition of Merrill Lynch & Co., Inc. (Merrill Lynch) pursuant to a merger agreement (the Merger Agreement) whereby a subsidiary of the Company will merge with and into Merrill Lynch with Merrill Lynch continuing its existence as a subsidiary of the Company (the Merger).

2. Pursuant to the Merger Agreement, each share of common stock of Merrill Lynch (the Merrill Shares) will be converted into the right to receive 0.8595 of a share of common stock of the Company (the New Stock).

3. The Company will rely on appropriate exemptions from the prospectus and registration requirements of the Securities Act (Ontario) to distribute the New Stock in exchange for the Merrill Shares to the holders of Merrill Shares in Ontario.

4. Holders of Merrill Shares in Ontario and other relevant Canadian jurisdictions will receive a Form S-4 registration statement under the Securities Act of 1933 and proxy statement (together, the Stockholder Document) in connection with a meeting of stockholders of Merrill Lynch to approve the Merger and the issuance to them of the New Stock pursuant to the Merger Agreement.

5. The Stockholder Document will contain one or more representations identical or substantially similar to the form of representation set out in your letter dated October 20, 2008 (the Listing Representation). The Listing Representation states: The newly issued Bank of America common stock issuable pursuant to the merger agreement will be listed on the NYSE.

6. The issued and outstanding common stock of the Company currently trades on the New York Stock Exchange (NYSE) under the symbol "BAC". The approval of the listing of the New Stock on the NYSE is a condition to the completion of the Merger and the New Stock will be listed on the NYSE at the effective time of the Merger.

7. The Company will include disclosure in the Stockholder Document to the effect that listing of the New Stock on the NYSE is not automatic or guaranteed.

8. The NYSE has not granted approval to the listing of the New Stock, conditional or otherwise, nor has it consented to, nor indicated that it does not object to the Listing Representation.

9. The Company seeks permission to include the Listing Representation in the Stockholder Document to be provided to the holders of Merrill Shares in Ontario.

Based upon the representations above and the representations contained in your letter of October 20, 2008, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representation in the Stockholder Document to be provided to the holders of Merrill Shares in Ontario.

Yours very truly,