EX-4.G






Exhibit 4(g)




FORM OF




CERTIFICATE OF DESIGNATION




6.25% NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES 7




     Bank of America Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following
resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”)
pursuant to the authority of the Board of Directors as conferred by Section 151 of the General
Corporation Law of the State of Delaware, at a meeting duly convened and held on [ ], 2008:



     RESOLVED, that pursuant to the authority vested in the Board of Directors by the Amended and
Restated Certificate of Incorporation of the Corporation, the Board of Directors hereby creates a
series of preferred stock of the Corporation’s previously authorized preferred stock, par value
$0.01 per share, such series to be designated 6.25% Noncumulative Perpetual Preferred Stock, Series
7, to consist of 50,000 shares (the “Series 7 Preferred Stock”), and hereby states the
designation and number of shares thereof and establishes the voting powers, preferences and
relative, participating, optional and other special rights, and the qualifications, limitations and
restrictions thereof, as follows:



     Section 1. Liquidation Value. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the Series 7 Preferred
Stock at the time outstanding will be entitled to receive out of the assets of the Corporation
available for distribution to stockholders, before any distribution of assets is made to holders of
Common Stock or any other class of stock ranking junior to the Series 7 Preferred Stock in the
distribution of assets upon any liquidation, dissolution or winding up of the affairs of the
Corporation, liquidating distributions in the amount of $1,000 per share, plus any dividends
declared thereon and not yet paid prior to the date of liquidation.



     After payment of the full amount of the liquidating distributions to which they are entitled
pursuant to the preceding paragraph, the holders of Series 7 Preferred Stock will have no right or
claim to any of the remaining assets of the Corporation. In the event that, upon any such
voluntary or involuntary liquidation, dissolution or winding up, the available assets of the
Corporation are insufficient to pay the full amount of the liquidating distributions on all
outstanding Series 7 Preferred Stock and the corresponding amounts payable on all shares of other
classes or series of capital stock of the Corporation ranking on a parity with the Series 7
Preferred Stock in the distribution of assets upon any liquidation, dissolution or winding up of
the affairs of the Corporation, then the holders of the Series 7 Preferred Stock and such other
classes or series of capital stock ranking on a parity with the Series 7 Preferred Stock shall
share ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they otherwise respectively would be entitled.



 









 





     For the purposes of this Section 1, the consolidation or merger of the Corporation with or
into any other entity, or the sale, lease or conveyance of all or substantially all of the property
or business of the Corporation, shall not be deemed to constitute the liquidation, dissolution or
winding up of the Corporation.



     Section 2. Dividends.



     (a) Payment of Dividends. Holders of Series 7 Preferred Stock shall be entitled to
receive, if, when and as authorized and declared by the Board of Directors, out of assets of the
Corporation legally available therefor, cash dividends at an annual rate of 6.25% of the $1,000
liquidation preference per share (equivalent to $62.50 per share per annum), and no more. Such
noncumulative cash dividends shall be payable, if authorized and declared, quarterly on March 30,
June 30, September 30 and December 30 of each year, or, if any such day is not a Business Day (as
defined herein), on the preceding Business Day (each such date, “Dividend Payment Date”).
Each authorized and declared dividend shall be payable to holders of record of the Series 7
Preferred Stock as they appear on the stock books of the Corporation at the close of business on
such record date, not more than 30 calendar days nor less than 10 calendar days preceding the
Dividend Payment Date therefor, as may be determined by the Board of Directors (each such date, a
“Record Date”); provided, however, that if the date fixed for redemption of
any of the Series 7 Preferred Stock occurs after a dividend is authorized and declared but before
it is paid, such dividend shall be paid as part of the redemption price to the person to whom the
redemption price is paid. Quarterly dividend periods (each, a “Dividend Period”) shall commence on
and include the first day of each Dividend Payment Date (other than the initial Dividend Period
which shall be deemed to have commenced on [___]), and shall end on and include the last day, of
the quarterly period in which the corresponding Dividend Payment Date occurs.



     The amount of dividends payable for any Dividend Period which, as to any share of Series 7
Preferred Stock (determined by reference to the issuance date and the redemption or retirement date
thereof), is greater or less than a full Dividend Period shall be computed on the basis of the
number of days elapsed in the period using a 360-day year composed of twelve 30-day months.



     Holders of the Series 7 Preferred Stock shall not be entitled to any interest, or any sum of
money in lieu of interest, in respect of any dividend payment or payments on the Series 7 Preferred
Stock authorized and declared by the Board of Directors that may be unpaid.



     (b) Dividends Noncumulative. The right of holders of Series 7 Preferred Stock to
receive dividends is noncumulative. Accordingly, if the Board of Directors does not authorize or
declare a dividend payable in respect of any Dividend Period, holders of Series 7 Preferred Stock
shall have no right to receive a dividend in respect of such Dividend Period and the Corporation
shall have no obligation to pay a dividend in respect of such Dividend Period, whether or not
dividends are authorized and declared payable in respect of any prior or subsequent Dividend
Period.



     (c) Priority as to Dividends; Limitations on Dividends on Junior Equity. If full
dividends on the Series 7 Preferred Stock for a completed Dividend Period shall not have been
declared and paid, or declared and a sum sufficient for the payment thereof shall not have been set
apart for such payments, no dividends or distributions shall be authorized, declared or paid or set



 









 







aside for payment (other than as provided in the second paragraph of this Section 2(c)) during
the next subsequent Dividend Period with respect to the Common Stock or any other stock of the
Corporation ranking junior to the Series 7 Preferred Stock as to dividends or amounts upon
liquidation, dissolution or winding up of the affairs of the Corporation (together with the Common
Stock, “Junior Equity”) or any stock on parity with the Series 7 Preferred Stock as to
dividends or amounts upon liquidation, dissolution or winding up of the affairs of the Corporation
(“Parity Stock”), nor shall any Junior Equity or Parity Stock be redeemed, purchased or
otherwise acquired for any consideration (or any monies to be paid to or made available for a
sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or
exchange for other Junior Equity), until such time as dividends on all outstanding Series 7
Preferred Stock for at least four consecutive Dividend Periods have been paid in full.



     When dividends are not paid in full (or a sum sufficient for such full payment is not so set
apart) for any Dividend Period on the Series 7 Preferred Stock, all dividends declared on the
Series 7 Preferred Stock and any other series ranking on a parity as to dividends with the Series 7
Preferred Stock shall be distributed pro rata so that the amount of dividends declared per share
on the Series 7 Preferred Stock and each such other series of capital stock shall in all cases bear
to each other the same ratio that full dividends, for such Dividend Period, per share of Series 7
Preferred Stock (which shall not include any accumulation in respect of unpaid dividends for prior
Dividend Periods) and full dividends, including required or permitted accumulations, if any, on the
stock of each other series ranking on a parity as to dividends with the Series 7 Preferred Stock
bear to each other.



     (d) So long as any shares of Series 7 Preferred Stock are outstanding, the Corporation shall
not authorize or issue any class or series of stock with a preference as to payment of
distributions or amounts upon liquidation, dissolution or winding up that is senior in right to the
preferences of the Series 7 Preferred Stock as to payment of distributions or amounts upon
liquidation, dissolution or winding up.



     (e) Any reference to “dividends” or “distributions” in this Section 2 shall not be deemed to
include any distribution made in connection with any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation.



     Section 3. Optional Redemption. The Series 7 Preferred Stock will not be redeemable
prior to March 18, 2010. On or after March 18, 2010, the Series 7 Preferred Stock will be
redeemable at the option of the Corporation, in whole or in part, at any time or from time to time,
at a cash redemption price equal to the sum of the liquidation preference thereof plus the amount
of the declared and unpaid dividends thereon from the beginning of the Dividend Period in which the
redemption occurs to the date of redemption.



     In the event that fewer than all the outstanding shares of Series 7 Preferred Stock are to be
redeemed, the number of shares of Series 7 Preferred Stock to be redeemed shall be determined by
the Board of Directors, and the shares to be redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors or by any other method as may be determined by the
Board of Directors in its sole discretion to be equitable, provided that such method satisfies any
applicable requirements of any securities exchange (if any) on which the shares of Series 7
Preferred Stock are then listed.



 









 





     Unless full dividends on the Series 7 Preferred Stock in respect of the most recently
completed Dividend Period have been or contemporaneously are declared and paid or full dividends
have been declared and a sum sufficient for the payment thereof has been set apart for payment in
respect of the most recently completed Dividend Period, no Series 7 Preferred Stock shall be
redeemed unless all outstanding shares of Series 7 Preferred Stock are redeemed and the Corporation
shall not purchase or otherwise acquire any Series 7 Preferred Stock; provided,
however, that the Corporation may purchase or acquire Series 7 Preferred Stock pursuant to
a purchase or exchange offer made on the same terms to holders of all outstanding Series 7
Preferred Stock.



     The Corporation will give notice of redemption of the Series 7 Preferred Stock by publication
in a newspaper of general circulation in the City of New York, such publication to be made once a
week for two successive weeks commencing not less than 30 nor more than 60 days’ prior to the
redemption date. A failure to give such notice or any defect in the notice or in the Corporation’s
mailing will not affect the validity of the proceedings for the given redemption of any Series 7
Preferred Stock except as to the holder to whom notice was defective or not given. Each notice
shall state: (i) the redemption date; (ii) the redemption price and (iii) the number of shares of
Series 7 Preferred Stock to be redeemed.



     A notice by the Corporation pursuant to this Section 3 shall be sufficiently given if in
writing and mailed, first class postage prepaid, to each record holder of Series 7 Preferred Stock
at the holder’s address as it appears in the records of the Corporation’s transfer agent. In any
case where notice is given by mail, neither the failure to mail such notice nor any defect in the
notice to any particular holder shall affect the sufficiency of such notice, to any other holder.
Any notice mailed to a holder in the manner described above shall be deemed given on the date
mailed, whether or not the holder actually receives the notice. A notice of redemption shall be
given not less than 30 days and not more than 60 days prior to the date of redemption specified in
the notice, and shall specify (i) the redemption date, (ii) the number of Series 7 Preferred Stock
to be redeemed, (iii) the redemption price and (iv) the manner in which holders of Series 7
Preferred Stock called for redemption may obtain payment of the redemption price in respect of
those shares.



     Any shares of Series 7 Preferred Stock that are duly called for redemption pursuant to this
Section 3 shall no longer be deemed to be outstanding for any purpose from and after that time that
the Corporation shall have irrevocably deposited with the paying agent identified in the notice of
redemption funds in an amount equal to the aggregate redemption price. From and after that time,
the holders of the Series 7 Preferred Stock so called for redemption shall have no further rights
as stockholders of the Corporation and in lieu thereof shall have only the right to receive the
redemption price, without interest.



     Series 7 Preferred Stock redeemed pursuant to this Section 3 or purchased or otherwise
acquired for value by the Corporation shall, after such acquisition, have the status of authorized
and unissued shares of Preferred Stock and may be reissued by the Corporation at any time as shares
of any series of Preferred Stock other than as Series 7 Preferred Stock.



     Section 4. Voting Rights.



 









 





     (a) General. Except as expressly provided in this Section 4 and as required by law,
holders of Series 7 Preferred Stock shall have no voting rights.



     The holders of the Series 7 Preferred Stock shall be entitled to vote on all maters submitted
to a vote of the holders of Common Stock of the Corporation, voting together with the holders of
Common Stock as one class. Each share of Series 7 Preferred Stock shall be entitled to 5 votes.



     When the holders of Series 7 Preferred Stock are entitled to vote as a separate series, each
Series 7 Preferred Stock will be entitled to 40 votes and may designate up to 40 proxies, with each
such proxy having the right to vote a whole number of votes, totaling 40 votes per share of Series
7 Preferred Stock.



     When the holders of Series 7 Preferred Stock are entitled to vote together as a class with all
other series of Preferred Stock pursuant to subsection (b) of this Section 4 hereof, each share of
Series 7 Preferred stock will be entitled to one vote.



     (b) Right to Elect Directors. If, at the time of any annual meeting of the
Corporation’s stockholders for the election of directors, the Corporation has failed to pay or
declare and set aside for payment all scheduled dividends during any six Dividend Periods (whether
or not consecutive) on the Series 7 Preferred Stock, the number of directors then constituting the
Board of Directors of the Corporation will be increased by two (if not already increased by two due
to failure to pay or declare and set aside dividends on any series of Preferred Stock), and the
holders of the Series 7 Preferred Stock, voting separately as a class with all other series of
Preferred Stock then entitled by the terms of such Preferred Stock to vote for additional
directors, will be entitled to elect such two additional directors to serve on the Corporation’s
Board of Directors at each such annual meeting. Each director elected by the holders of shares of
the Preferred Stock (a “Preferred Director”) shall continue to serve as such director until
the payment of all dividends on the Preferred Stock for at least four consecutive Dividend Periods,
including the Series 7 Preferred Stock. Any Preferred Director may be removed by, and shall not be
removed except by, the vote of the holders of record of the outstanding Series 7 Preferred Stock
entitled to vote, voting separately as a class with all other holders of all other series of
Preferred Stock entitled to vote on the matter, at a meeting of the Corporation’s stockholders, or
of the holders of the Series 7 Preferred Stock and all other series of Preferred Stock so entitled
to vote thereon, called for that purpose. As long as dividends on the Series 7 Preferred Stock
shall not have been paid for the preceding quarterly Dividend Period, (i) any vacancy in the office
of any Preferred Director may be filled (except as provided in the following clause (ii)) by any
instrument in writing signed by the remaining Preferred Director and filed with the Corporation,
and (ii) in the case of the removal of any Preferred Director, the vacancy may be filled by the
vote of the holders of the outstanding Series 7 Preferred Stock entitled to vote, voting together
as a single class with the holders of all other series of Preferred Stock entitled to vote on the
matter, at the same meeting at which such removal shall be voted. Each director appointed as
aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be
Preferred Director. Any Preferred Director will be deemed to be an Independent Director for
purposes of the actions requiring the approval of a majority of the Independent Directors.



     (c) Certain Voting Rights. The affirmative vote or consent of the holders of at least
67% of the outstanding voting power of each series of Preferred Stock of the Corporation,



 









 







including the Series 7 Preferred Stock, will be required (i) to create any class or series of
stock which shall, as to dividends or distribution of assets, rank prior to any outstanding series
of Preferred Stock of the Corporation other than a series which shall not have any right to object
to such creation or (ii) alter or change the provisions of the Corporation’s Amended and Restated
Certificate of Incorporation (including the terms of the Series 7 Preferred Stock), including by
consolidation or merger, so as to adversely affect the voting powers, preferences or special rights
of the holders of a series of Preferred Stock of the Corporation; provided,
however, that if such amendment shall not adversely affect all series of Preferred Stock of
the Corporation, such amendment need only be approved by at least 67% of the voting power of each
series of Preferred Stock adversely affected thereby. Notwithstanding the foregoing, an alteration
or change to the provisions of the Corporation’s Amended and Restated Certificate of Incorporation
shall not be deemed to affect the voting powers, preferences or special rights of the holders of
the Series 7 Preferred Stock, provided that: (x) the Series 7 Preferred Stock remain outstanding
with the terms thereof unchanged; or (y) the Series 7 Preferred Stock are converted in a merger or
consolidation transaction into shares of the surviving or successor corporation or the direct or
indirect parent of the surviving or successor corporation having terms identical to the terms of
the Series 7 Preferred Stock set forth herein. Additionally, an increase in the amount of the
authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock or an
increase in the amount of authorized shares of any such series, in each case ranking on a parity
with or junior to the Series 7 Preferred Stock with respect to payment of dividends or distribution
of assets upon liquidation, dissolution or winding up, shall not be deemed to adversely affect the
voting powers, preferences or special rights of the holders of the Series 7 Preferred Stock.



     Section 5. Independent Directors.



     (a) Number; Definition. As long as any Series 7 Preferred Stock are outstanding, at
least two directors on the Board of Directors shall be Independent Directors. As used herein,
“Independent Director” means any director of the Corporation who is either (i) not a
current officer or employee of the Corporation or (ii) a Preferred Director.



     (b) Determination by Independent Directors. In determining whether any proposed
action requiring their consent is in the best interests of the Corporation, the Independent
Directors shall consider the interests of holders of both the Common Stock and the Preferred Stock,
including, without limitation, the holders of the Series 7 Preferred Stock. In considering the
interests of the holders of the Preferred Stock, including, without limitation, holders of the
Series 7 Preferred Stock, the Independent Directors shall owe the same duties that the Independent
Directors owe with respect to holders of shares of Common Stock.



     Section 6. No Conversion Rights. The holders of Series 7 Preferred Stock shall not
have any rights to convert such shares into shares of any other class or series of stock or into
any other securities of, or any interest in, the Corporation.



     Section 7. No Sinking Fund. No sinking fund shall be established for the retirement
or redemption of Series 7 Preferred Stock.



     Section 8. Preemptive or Subscription Rights. No holder of Series 7 Preferred Stock
of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for
any



 









 







additional shares of stock of the Corporation or any other security of the Corporation that it
may issue or sell.



     Section 9. No Other Rights. The Series 7 Preferred Stock shall not have any
designations, preferences or relative, participating, optional or other special rights except as
set forth in the Corporation’s Amended and Restated Certificate of Incorporation or as otherwise
required by law.



     Section 10. Compliance with Applicable Law. Declaration by the Board of Directors and
payment by the Corporation of dividends to holders of the Series 7 Preferred Stock and repurchase,
redemption or other acquisition by the Corporation (or another entity as provided in subsection (a)
of Section 3 hereof) of Series 7 Preferred Stock shall be subject in all respects to any and all
restrictions and limitations placed on dividends, redemptions or other distributions by the
Corporation (or any such other entity) under (i) laws, regulations and regulatory conditions or
limitations applicable to or regarding the Corporation (or any such other entity) from time to time
and (ii) agreements with federal or state regulatory or banking authorities with respect to the
Corporation (or any such other entity) from time to time in effect.



 









 





     IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, does hereby affirm, under
penalties of perjury, that this certificate is the act and deed of the Corporation and that the
facts herein stated are true, and accordingly has hereunto set her hand this [ ] day of [ ],
200[ ].



	 	 	 	 	 
	BANK OF AMERICA CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Teresa M. Brenner
	 	 
	 

	 	Title: Associate General Counsel