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:

Countersigned and Registered:

THE BANK OF NEW YORK MELLON,
Transfer Agent and Registrar

By
		Authorized Officer

[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

                    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.