FORM OF DEPOSITARY RECEIPT



 EXHIBIT4.17 
  

BANK OF AMERICA CORPORATION 
  
 (FORM OF FACE OF RECEIPT) 
  
 NEITHER THE DEPOSITARY SHARES NOR THE SHARES (EACH AS DEFINED BELOW) ARE DEPOSITS OF BANK OF AMERICA CORPORATION OR ANY BANKING SUBSIDIARY THEREOF AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. 
  
 [TEMPORARY RECEIPT - Exchangeable for Definitive Receipt When Ready for Delivery] 
  

					
	 NUMBER             
	 	 	 	DEPOSITARY SHARES
	 CERTIFICATE FOR (NOT MORE THAN)
                     DEPOSITARY SHARES


  

			
	 TDR—               
	 	[CUSIP                 ]

  
 DEPOSITARY RECEIPT FOR
DEPOSITARY SHARES, 
 REPRESENTING PREFERRED STOCK, SERIES          OF 
 BANK OF AMERICA CORPORATION 
 INCORPORATED UNDER
THE LAWS OF 
 THE STATE OF DELAWARE 
  
 SEE REVERSE FOR         
 CERTAIN DEFINITIONS 
  
                     , as Depository (the “Depository”), hereby certifies that
                             is the registered owner of
                             DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share
representing [specify fraction] of one share of Preferred Stock, Series             , par value              (the
“Shares”), 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
                        , 20     (the “Deposit Agreement”), between the Corporation
and the Depository. By accepting this Depositary Receipt the holder becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. [The Shares and Depositary Shares are redeemable on and after
                        , 20    , at the option of the Corporation.] 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: 
  

					
	 __________________
 Depository
	 	 __________________
 Registrar
	 	 __________________
 Transfer Agent

			
	 By:
                                
 Authorized Officer
	 	 By:
                                
 AuthorizedOfficer
	 	 [By:
                                    ]
 AuthorizedOfficer


  

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 [FORM OF REVERSE OF RECEIPT] 
 BANK OF AMERICA CORPORATION 
  
 BANK OF AMERICA CORPORATION WILL, UPON REQUEST, FURNISH ANY HOLDER OF A RECEIPT WITHOUT CHARGE A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE PORTIONS OF THE CERTIFICATE OF DESIGNATIONS OR RESOLUTIONS CONTAINING THE DESIGNATIONS,
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES OF PREFERRED STOCK. [ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS RECEIPT.] 
  
 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 Receipt, 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. 
  
 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; including postal zip code of Assignee) 
  
                      Depositary Shares represented by the within receipt, and do hereby irrevocably constitute and appoint
                     Attorney to transfer those Depositary Shares on the books of the within-named Depository with full power of substitution
in the premises. 
  

			
	 Dated:
                                       
 
	 	 
	 	 	

	 Signature Guaranteed:
 ___________________________________
  
 ___________________________________
	 	NOTICE: The signature to this assignmentmust correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change
whatever

  

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