exv4w3







Exhibit 4.3




FORM OF DEPOSITARY RECEIPT FOR THE DEPOSITARY SHARES



THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.



UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO COMPUTERSHARE TRUST COMPANY, N.A. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY SUCH AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




			
	 	 	 
	Number DR-___
	 	                     Depositary Shares

(CUSIP 060505 427)                 






DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,

EACH REPRESENTING ONE ONE-THOUSANDTH OF ONE SHARE OF

COMMON EQUIVALENT JUNIOR PREFERRED STOCK, SERIES S, OF

BANK OF AMERICA CORPORATION

Incorporated under the laws of the State of Delaware

(See reverse for certain definitions.)




     Computershare Trust Company, N.A., a national banking association, as depository (the
“Depository”), hereby certifies that CEDE & CO. is the registered owner of                     
(                    ) DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing one
one-thousandth of a share of Common Equivalent Junior Preferred Stock, Series S, par value $0.01
per share (the “Preferred Stock”), of BANK OF AMERICA CORPORATION, a Delaware corporation (the
“Corporation”), on deposit with the Depository, subject to the terms and entitled to the benefits
of the Deposit Agreement dated as of December ___, 2009 (the “Deposit Agreement”), among the
Corporation, Computershare Inc., the Depository and the Holders from time to time of the Depositary
Receipts. The powers, designations, preferences and rights of the Preferred Stock are set forth in
a Certificate of Designations filed with the Secretary of State of the State of Delaware. This
Depositary Receipt is issuable to Cede & Co. as the registered owner of the Depositary Shares on
the Separation Date (as defined in the Deposit Agreement). By accepting this Depositary Receipt,
the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the
Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been executed by the
Depository by the manual signature of a duly authorized officer or, if executed in facsimile by the
Depository, countersigned by a Registrar in respect of the Depositary Receipts by the manual
signature of a duly authorized officer thereof.



	 	 	 	 	 	 	 
	Dated: December __, 2009	 	Computershare Trust Company, N.A., Depository
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






	 	 	 	 	 
	Countersigned and Registered:

Computershare Trust Company, N.A., Transfer Agent and Registrar
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 

















 








[REVERSE OF RECEIPT]




BANK OF AMERICA CORPORATION




     UPON REQUEST, BANK OF AMERICA CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A
DEPOSITARY RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE
CERTIFICATE OF DESIGNATIONS OF THE COMMON EQUIVALENT JUNIOR PREFERRED STOCK, SERIES S, OF BANK OF
AMERICA CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITORY NAMED ON THE FACE OF
THIS RECEIPT.



     The Corporation will furnish without charge to each holder of a depositary receipt who so
requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation, and the qualifications,
limitations or restrictions of such preferences or rights. Such request may be made to the
Corporation or to the Registrar.



KEEP THIS RECEIPT IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL REQUIRE
A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT RECEIPT.



The following abbreviations, when used in the inscription on the face of this receipt, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 
	TEN COM — as tenants in common

	 	UNIF GIFT MIN ACT - _______ Custodian _________
	TEN ENT —  as tenants by the entireties

	 	              
                 
            (Cust)         
                 (Minor)
	JT TEN —     as joint tenants with right of
survivorship 

        and not as tenants in
Common

	 	                                             Under Uniform Gifts to Minors

Act                     

      (State)







Additional abbreviations may also be used though not in the above list.






For value received,                                          hereby sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
















      







 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



 



                                         Depositary Shares represented by the within receipt, and do hereby irrevocably constitute and
appoint                           Attorney to transfer the Depositary Shares on the books of the within named
Depository with full power of substitution in the premises.




Dated                                         




	 	 	 	 	 
	 

	 	 	 	 
	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE RECEIPT
IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
	 
	 	 	 	 
	 

	 	 	 	 
	SIGNATURE(S) GUARANTEED:	 	THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO SEC
RULE 14Ad-15.