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.




UNLESS THIS RECEIPT IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO BANK OF AMERICA CORPORATION (THE "CORPORATION")
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.




	


  	
  6.625%  NON-CUMULATIVE

	PREFERRED STOCK, SERIES I

  





	

  	
  BANK OF AMERICA CORPORATION

  	

  





Incorporated under the laws of the State of Delaware




	
  Number NP-I

  	
                                           
	22,000 Shares

  
	

  	
                                            CUSIP
  060505 73 2

  
	

  See Reverse for

	Certain Definitions

  	

  	
                                             

                          This Certificate is transferable

                        in
  New York, New York and

	                        in
  _____________________

  
	

  	

  	

  



This
certifies that           Computershare Trust Company, N.A., as Depository
Agent for Bank of America Corporation              is the owner of    TWENTY-TWO
THOUSAND (22,000)
fully paid and non-assessable shares of the 6.625% Non-Cumulative Preferred
Stock, Series I, liquidation preference $25,000 per share, par value $0.01 per
share, of Bank of America Corporation (the "Preferred Stock") transferable
in person or by a duly authorized attorney upon surrender of this certificate
properly endorsed.  This certificate and the shares represented hereby are
subject to the provisions of the Amended and Restated Certificate of
Incorporation, all amendments thereto, the Certificate of Designations for this
series, and the Bylaws of the Corporation, and to the rights, preferences and
voting powers of the other preferred stock of the Corporation now or
hereinafter 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 facsimile signatures of the duly authorized officers of
the Corporation.




	
  Dated: ___________  

  	

  	
  _______________________  

  	

  	
  _______________________ 

  
	

  	

  	
  Assistant Secretary

  	

  	
  Senior Vice President

  
	

  	

  	

  	

  	

  
	
  Countersigned and
  Registered:

	

	Computershare Trust
  Company, N.A.

	Transfer Agent and
  Registrar


  By:                                                            
	

	         Authorized Signatory

  	

  	

  	

  















[Reverse Side of Preferred Stock Certificate]




BANK OF AMERICA CORPORATION




BANK
OF AMERICA CORPORATION'S AUTHORIZED CAPITAL STOCK INCLUDES THIS SERIES OF 6.625%
NON-CUMULATIVE PREFERRED STOCK, SERIES I, AND OTHER PREFERRED STOCK, WHICH,
WHEN ISSUED, SHALL HAVE CERTAIN PREFERENCES OR SPECIAL RIGHTS IN THE PAYMENT OF
DIVIDENDS, IN VOTING, UPON LIQUIDATION, OR OTHERWISE.  THE CORPORATION WILL,
UPON REQUEST, FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
INFORMATION IN WRITING AS TO THE NUMBER OF SHARES OF EACH CLASS OR SERIES OF
SUCH PREFERRED STOCK AUTHORIZED AND OUTSTANDING AND A COPY OF THE PORTIONS OF
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OR CERTIFICATE OF
DESIGNATIONS CONTAINING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE
RIGHTS 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________

  
	
  TEN ENT - as tenants by the
  entireties

  	
    (Cust)                 
  (Minor)

  
	
  JT TEN - as joint tenants
  with right of

  	
   under Uniform Gifts to Minors

  
	
                 
  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, INCLUDING
ZIP CODE, OF ASSIGNEE)




                                                                                                                                                         




 ______________
Shares of the preferred stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint                                                                                  Attorney to transfer the Shares on the books of the
within named Corporation 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.