FORM OF CERTIFICATE FOR PREFERRED STOCK



 EXHIBIT4.14 
  


			
	 SERIES ________________
	 	SERIES ________________
	 PREFERRED STOCK
	 	PREFERRED STOCK

  
 BANK OF AMERICA
CORPORATION 
  
 Organized under the laws of 
 Delaware 
  

			
	 Number NP _______________________
	 	                 Shares
_______________________

	  
     See Reverse for
 Certain Definitions
	 	  
  
 CUSIP _____________________________________
 This Certificate is transferable in New York, New York
 and in ____________________


  
 This certifies that
                                        
                                        
                             is the owner of
                                        
     fully paid and non-assessable shares of the series                      preferred stock of Bank of America
Corporation transferable in person or by 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 Designation for this series, and the Bylaws of the Corporation, and to the rights, preferences and voting powers of the 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: _________________ 
  

					
	
	 	 	 	

	 Secretary
	 	 	  	 Chief Executive Officer
 President


  

			
	 Countersigned and Registered:
  
 [NAME OF TRANSFER AGENT]
 Transfer Agent and Registrar

		
	By:	 	 
	 	 	

	 	 	Authorized Officer

  









 [Reverse Side of Preferred Stock Certificate] 
  
 BANK OF AMERICA CORPORATION 
  
 BANK OF AMERICA CORPORATION’S AUTHORIZED CAPITAL STOCK INCLUDES
PREFERRED STOCK, INCLUDING THIS SERIES                              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, UPON REQUEST, WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERVICE THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS AND A COPY OF THE PORTIONS OF THE AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION OR CERTIFICATE OF DESIGNATION 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
		
	 TEN ENT —
	  	as tenants by the entireties
		
	 JT TEN —
	  	as joint tenants with right of survivorship and not as tenants in common
	
	 UNIF GIFT MIN ACT —
                     as Custodian for
                    

	                                        
       (Cust)                                
   (Minor)


  
 under Uniform Gifts to
Minors Act 
  

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

 2 









  
 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
  
 PLEASE INSERT SOCIAL SECURITY OR 
  
 OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  
 ____________________________________________ 
 (Please print or typewrite name
and address of assignee) 
 ________________________________________________________________________________________________________ 
                                       
                                        
                       shares of the capital stock represented by the within Certificate and does hereby irrevocably constitute and
appoint
                                        
         Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 
  
 Dated: 
  

			
	 Signature
	  	_________________________________________
	 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 Guaranteed:
	
	  
	

	
	  
	


  

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