Form of Certificate



 Exhibit 4.1 
  

	
	



 ZQ|00000002|BAC|P23|CUS|C0005773733|*COYI|00262552|0627 
 Fixed Rate Cumulative Perpetual Preferred Stock, Series Q 
 PAR VALUE $0.01 
 Fixed Rate Cumulative Perpetual Preferred Stock, Series Q

 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND JERSEY CITY, NJ 
 Shares 
 **400000**************** 
 ***400000*************** 
 ****400000************** 
 *****400000************* 
 ******400000************ 
 Bank of America 
 Certificate Number ZQ00000002 
 BANK OF AMERICA CORPORATION 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 ***UNITED*STATES*DEPARTMENT*OF*THE*TREASURY***** 
 THIS CERTIFIES THAT

 UNITED STATES DEPARTMENT OF THE TREASURY 
 is the owner of 
 ***400000***SHARES******* 
 **FOUR HUNDRED THOUSAND** 
 CUSIP 060505 45 0 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 TRANSFER OF THIS CERTIFICATE 
 IS RESTRICTED SEE 
 LEGEND ON REVERSE SIDE. 
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES Q 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 09-JAN-2009 
 COUNTERSIGNED AND REGISTERED: 
 COMPUTERSHARE TRUST COMPANY, N.A. 

TRANSFER AGENT AND REGISTRAR, 
 Chairman, Chief Executive Officer and President 
 Corporate Secretary 
 By 
 AUTHORIZED SIGNATURE 
 SECURITY INSTRUCTIONS ON REVERSE 
 BANK OF AMERICA CORPORATION 
 CORPORATE 
 SEAL 
 >¡< 
 54042 
 Printed by DATA BUSINESS FORMS 







 

 
 BANK OF AMERICA CORPORATION 
 THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 
 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES
ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY 
 TO THE EFFECT OF THIS LEGEND. 
 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 Act 
 (State) 
 JT TEN - as joint tenants with right of survivorship and not as tenants in common

 UNIF TRF MIN ACT 
 Custodian (until age ) 
 (Cust) 
 (Minor) 
 under Uniform Transfers 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 POSTAL ZIP CODE, 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: 
 20 
 Signature(s) Guaranteed: Medallion Guarantee Stamp 
 THE SIGNATURE(S) SHOULDbe 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 
 Signature : 
 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. 
 SECURITY INSTRUCTIONS 
 THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT
NOTING 
 WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.