EXHIBIT 4.C



 






Exhibit
4(c)




[FACE OF SPECIMEN CERTIFICATE]




	 	 	 
	COMMON STOCK
	 	COMMON STOCK
	NUMBER
	 	SHARES
	BAC
	 	PAR VALUE $.01 PER SHARE






	 	 	 
	THIS CERTIFICATE IS TRANSFERABLE	 	 
	IN CANTON, MA, JERSEY CITY, NJ OR NEW YORK, NY
	 	CUSIP 060505 10 4






Bank of America Corporation




INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




THIS CERTIFIES THAT



SEE REVERSE FOR

CERTAIN DEFINITIONS




IS THE OWNER OF




FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON 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
Certificate of Incorporation, all amendments thereto, and the Bylaws of the
Corporation, and to the rights, preferences and voting powers of the Preferred
Stock of the Corporation now or hereafter 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 the facsimile signatures of the duly
authorized officers of the Corporation.




Dated:



COUNTERSIGNED AND REGISTERED:

EQUISERVE TRUST COMPANY, NA



	 	 	 	 	 	 	 	 	 
	BY

	 	 	 	TRANSFER AGENT

AND REGISTRAR	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	AUTHORIZED SIGNATURE
	 	 	CORPORATE SECRETARY	 	CHAIRMAN, CHIEF EXECUTIVE OFFICER
AND PRESIDENT
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]	 	 	 	 	 	 






 









 






[REVERSE OF SPECIMEN CERTIFICATE]

Bank of America Corporation




     BANK
OF AMERICA CORPORATION’S AUTHORIZED CAPITAL STOCK INCLUDES COMMON STOCK AND
ADDITIONAL
SERIES OF PREFERRED STOCK WHICH, WHEN ISSUED, MAY HAVE CERTAIN PREFERENCES OR SPECIAL
RIGHTS IN THE PAYMENT OF DIVIDENDS, IN VOTING, UPON LIQUIDATION, OR OTHERWISE.
THE CORPORATION WILL, UPON REQUEST, FURNISH TO ANY SHAREHOLDER WITHOUT CHARGE
INFORMATION IN WRITING AS TO EACH CLASS OR SERIES
OF SUCH COMMON AND PREFERRED STOCK AUTHORIZED AND OUTSTANDING AND A COPY OF THE PORTIONS
OF THE RESTATED ARTICLES OF INCORPORATION OR RESOLUTIONS CONTAINING THE DESIGNATIONS,
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS 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___
	 

	 	 	 	 	 	                                        (Cust)                    (Minor)
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	under Uniform Gifts to Minors
	JT TEN

	 	-
	 	as joint tenants with right of
survivorship and not as tenants
in common
	 	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 OF ASSIGNEE)




 





 




  
shares of
the capital stock represented by the within Certificate, and do 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(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 S.E.C. RULE
17Ad-15.