THE DEPOSITARY SHARES
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.




UNLESS THIS RECEIPT IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO COMPUTERSHARE TRUST COMPANY, N.A.
(THE "DEPOSITORY") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.




	
  Number DR-__

  	

  	
  ___000,000
  Depositary Shares

  CUSIP 060505 74 0

  



DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, 


EACH REPRESENTING ONE-ONE THOUSANDTH OF ONE SHARE OF


6.625% NON-CUMULATIVE PREFERRED STOCK, SERIES I, 


OF


BANK OF AMERICA
CORPORATION


Incorporated Under The Laws of The State of Delaware


(See Reverse for Certain Definitions.)




Computershare
Trust Company, N.A., a national banking association, as Depository (the "Depository"),
hereby certifies that CEDE & CO. is the registered owner of _____ MILLION (__,000,000)
Depositary Shares ("Depositary Shares"), each representing one
one-thousandth of a share of 6.625% Non-Cumulative Preferred Stock, Series I,
liquidation preference $25,000 per share, par value $0.01 per share (the "Preferred
Stock"), 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 September 20, 2007 (the "Deposit
Agreement"), among the Corporation, Computershare Inc., the Depositary and
the holders from time to time of the depositary receipts thereunder.  The
powers, designations, preferences and rights of the Preferred Stock are set
forth in a Certificate of Designations filed with the Secretary of State of the
State of Delaware.  By accepting this Depositary Receipt, the Holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of
the Deposit Agreement.  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 and countersigned by a Registrar in respect of the Depositary
Receipts by the manual signature of a duly authorized officer thereof.




	
  Dated:                                                               

  	

  	
  Computershare Trust Company,
  N.A., Depository



  By:                                                                    

                Authorized
  Officer

  
	
  Countersigned and
  Registered:

  Computershare Trust Company,
  N.A.

  Transfer Agent and Registrar



  By:                                                                                          

                Authorized Signature

  	

  	

  















BANK OF AMERICA CORPORATION




UPON REQUEST, BANK OF AMERICA
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A DEPOSITARY RECEIPT WHO
SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE
CERTIFICATE OF DESIGNATIONS OF THE 6.625% NON-CUMULATIVE PREFERRED STOCK,
SERIES I, OF BANK OF AMERICA CORPORATION.  ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITORY NAMED ON THE FACE OF THIS RECEIPT.




The Corporation will furnish
without charge to each receiptholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof of the Corporation, and the
qualifications, limitations or restrictions of such preferences or rights. 
Such request may be made to the Corporation or to the Registrar.




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______

  
	
  TEN ENT - as tenants by the
  entireties

  	
                                           (Cust)                 
  (Minor)

  
	
  JT TEN - as joint tenants
  with right of survivorship and not as tenants in

  	
  Under Uniform Gifts 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
ZIP CODE, OF ASSIGNEE)




                                                                                                                                                                                                                                                         




                                                                                                                                                                                                                                                         




                                                 Depositary Shares  represented by the within
Certificate, and do hereby irrevocably constitute and appoint                                                    Attorney
to transfer the Depositary Shares on the books of the within named Depository with
full power of substitution in the premises.




Dated                                                                                      




	
  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 SEC RULE 14Ad-15.