exv4w2






Exhibit 4.2




FORM OF CERTIFICATE FOR THE PREFERRED STOCK



THE SHARES OF PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE 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 CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF COMPUTERSHARE TRUST
COMPANY, N.A. TO BANK OF AMERICA CORPORATION (THE “CORPORATION”) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
COMPUTERSHARE TRUST COMPANY, N.A. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF COMPUTERSHARE TRUST COMPANY, N.A. (AND ANY PAYMENT IS MADE TO COMPUTERSHARE TRUST
COMPANY, N.A. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
COMPUTERSHARE TRUST COMPANY, N.A.), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, COMPUTERSHARE
TRUST COMPANY, N.A., HAS AN INTEREST HEREIN.




COMMON EQUIVALENT JUNIOR PREFERRED STOCK, SERIES S




BANK OF AMERICA CORPORATION



Incorporated under the laws of the State of Delaware




	 	 	 
	 
	 	 
	Number NP-I

	 	                     Shares
	 

	 	CUSIP 060505 393
	 
	 	 
	See Reverse for 

Certain Definitions

	 	This Certificate is transferable

in New York, New York and

in                                         






     This certifies that      Computershare Trust Company, N.A., as Depository Agent for Bank of
America Corporation,       is the owner of                      (                    ) fully paid and
non-assessable shares of the Common Equivalent Junior Preferred Stock, Series S, par value $0.01
per share, of Bank of America Corporation (the “Preferred Stock”) transferable in person or by a
duly authorized attorney upon surrender of this certificate properly endorsed. This certificate
and the shares represented hereby are subject to the provisions of the Amended and Restated
Certificate of Incorporation, all amendments thereto, the Certificate of Designations for the
Preferred Stock, and the Bylaws of the Corporation, and to the rights, preferences and voting
powers of the other preferred stock of the Corporation now or hereinafter outstanding; the terms of
all such provisions, rights, preferences and voting powers being incorporated herein by reference.
This certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar.



     Witness the facsimile seal and facsimile signatures of the duly authorized officers of the
Corporation.



	 	 	 	 	 
	Dated: December ___, 2009	 	 	 	 
	 
	 	 
	 	 
	 
	 	Assistant Secretary
	 	Senior Vice President






	 	 	 	 	 
	Countersigned and Registered:	 	 
	 
	 	 	 	 
	Computershare Trust Company, N.A.

Transfer Agent and Registrar	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 

















 








[Reverse Side of Preferred Stock Certificate]




BANK OF AMERICA CORPORATION




     BANK OF AMERICA CORPORATION’S AUTHORIZED CAPITAL STOCK INCLUDES THIS SERIES OF COMMON
EQUIVALENT JUNIOR PREFERRED STOCK SERIES S, AND OTHER PREFERRED STOCK, WHICH, WHEN ISSUED, SHALL
HAVE CERTAIN PREFERENCES OR SPECIAL RIGHTS IN THE PAYMENT OF DIVIDENDS, IN VOTING, UPON
LIQUIDATION, OR OTHERWISE. THE CORPORATION WILL, UPON REQUEST, FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS INFORMATION IN WRITING AS TO THE NUMBER OF SHARES OF EACH CLASS OR
SERIES OF SUCH PREFERRED STOCK AUTHORIZED AND OUTSTANDING AND A COPY OF THE PORTIONS OF THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OR CERTIFICATE OF DESIGNATIONS CONTAINING THE
DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES
THEREOF. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS
CERTIFICATE.



     KEEP THIS CERTIFICATE 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 CERTIFICATE.



     The following abbreviations, when used in the inscription on the face of this certificate,
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)



 




                     Shares of the preferred stock represented by the within certificate, and
do hereby irrevocably constitute and appoint




                     Attorney to transfer the Shares on the books of the within named Corporation 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

CERTIFICATE 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 AN
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO SEC RULE 14Ad-15.