EXHIBIT 4.19
[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   27,000 SHARES
6.375% NON-CUMULATIVE PREFERRED STOCK, SERIES 3,
OF
BANK OF AMERICA CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 060505526
SEE REVERSE FOR CERTAIN DEFINITIONS
     This certifies that THE BANK OF NEW YORK MELLON, as depositary, is the registered owner of TWENTY SEVEN THOUSAND (27,000) SHARES fully paid and non-assessable shares of 6.375% Non-Cumulative Preferred Stock, Series 3, 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

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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(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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