EX-4.21







EXHIBIT 4.21




[FORM OF FACE OF PREFERRED STOCK CERTIFICATE]



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.




			
	 	 	 
	NUMBER
	 	50,000 SHARES






FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES 5,

OF

BANK OF AMERICA CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




CUSIP 060505492




SEE REVERSE FOR CERTAIN DEFINITIONS




     This certifies that THE BANK OF NEW YORK MELLON, as depositary, is the registered owner
of FIFTY THOUSAND (50,000) SHARES fully paid and non-assessable shares of Floating Rate
Non-Cumulative Preferred Stock, Series 5, par value $0.01 per share, of Bank of America
Corporation, a Delaware corporation (the “Corporation”), transferable upon the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed.



     This Certificate shall not be valid unless countersigned and registered by the Transfer Agent
and Registrar.



Dated:




	 	 	 	 	 
	 	BANK OF AMERICA CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 



Countersigned and Registered:



THE BANK OF NEW YORK MELLON,

Transfer Agent and Registrar




	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Authorized Officer
	 	 






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[REVERSE OF CERTIFICATE]




BANK OF AMERICA CORPORATION




     BANK OF AMERICA CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A
STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH BANK OF AMERICA CORPORATION IS
AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF BANK OF AMERICA CORPORATION OR TO
THE TRANSFER AGENT.



EXPLANATION OF ABBREVIATIONS



The following abbreviations when used in the form of ownership on the face of this certificate
shall be construed as though they were written out in full according to applicable laws or
regulations. Abbreviations in addition to those appearing below may be used.




	 	 	 	 	 	 	 
	Phrase Abbreviation	 	Equivalent	 	Phrase Abbreviation	 	Equivalent
	JT TEN

	 	As joint tenants,
with right of
survivorship and
not as tenants in
common
	 	TEN BY ENT
	 	As tenants by the entireties
	 
	 	 	 	 	 	 
	TEN IN COM

	 	As tenants in common
	 	UNIF GIFT MIN ACT
	 	Uniform Gifts to Minors Act






	 	 	 	 	 	 	 	 	 	 	 
	Word	 	 	 	Word	 	 	 	Word	 	 
	Abbreviation	 	Equivalent	 	Abbreviation	 	Equivalent	 	Abbreviation	 	Equivalent
	ADM

	 	Administrator(s)
	 	EST
	 	Estate, of Estate of
	 	PAR
	 	Paragraph
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Administratrix
	 	EX
	 	Executor(s), Executrix
	 	PL
	 	Public Law
	 
	 	 	 	 	 	 	 	 	 	 
	AGMT

	 	Agreement
	 	FBO
	 	For the benefit of
	 	TR
	 	(As) trustee(s), for, of
	 
	 	 	 	 	 	 	 	 	 	 
	ART

	 	Article
	 	FDN
	 	Foundation
	 	U
	 	Under
	 
	 	 	 	 	 	 	 	 	 	 
	CH

	 	Chapter
	 	GDN
	 	Guardian(s)
	 	UA
	 	Under agreement
	 
	 	 	 	 	 	 	 	 	 	 
	CUST

	 	Custodian for
	 	GDNSHP
	 	Guardianship
	 	UW
	 	Under will of, Of will of,
	 
	 	 	 	 	 	 	 	 	 	 
	DEC

	 	Declaration
	 	MIN
	 	Minor(s)
	 	 	 	Under last will & testament






     For value received,                      hereby sell(s), assign(s) and
transfer(s) unto



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




 





 




PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE




 





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                    Shares of the capital stock represented by the within Certificate, and do(es)
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

	 	 	 	 	 	Signed	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	NOTICE: The signature to the assignment must
correspond with the name as written upon the
face of this Certificate in every particular,
without alteration or enlargement or any
change whatsoever.
	 
	 	 	 	 	 	 	 	 
	SIGNATURE GUARANTEED	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOTICE: 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 Rule
17Ad-15 under the Securities Exchange Act of 1934.	 	 	 	 







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