EXHIBIT4.17

BANK OF AMERICA CORPORATION

(FORM OF FACE OF RECEIPT)

NEITHER THE DEPOSITARY SHARES NOR THE SHARES (EACH AS DEFINED BELOW) ARE DEPOSITS OF BANK OF AMERICA CORPORATION OR ANY BANKING SUBSIDIARY THEREOF AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

[TEMPORARY RECEIPT - Exchangeable for Definitive Receipt When Ready for Delivery]

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,

REPRESENTING PREFERRED STOCK, SERIES          OF

BANK OF AMERICA CORPORATION

INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE

SEE REVERSE FOR        

CERTAIN DEFINITIONS

                    , as Depository (the “Depository”), hereby certifies that                              is the registered owner of                              DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing [specify fraction] of one share of Preferred Stock, Series             , par value              (the “Shares”), 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                         , 20     (the “Deposit Agreement”), between the Corporation and the Depository. By accepting this Depositary Receipt the holder becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. [The Shares and Depositary Shares are redeemable on and after                         , 20    , at the option of the Corporation.] 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, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof.

Dated:

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[FORM OF REVERSE OF RECEIPT]

BANK OF AMERICA CORPORATION

BANK OF AMERICA CORPORATION WILL, UPON REQUEST, FURNISH ANY HOLDER OF A RECEIPT WITHOUT CHARGE A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE PORTIONS OF THE CERTIFICATE OF DESIGNATIONS OR RESOLUTIONS CONTAINING THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES OF PREFERRED STOCK. [ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS RECEIPT.]

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 Receipt, shall be construed as though they were written out in full according to applicable laws or regulations.

Under Uniform Gifts to Minors Act

(State)

Additional abbreviations may also be used though not in the above list.

For value received, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:                                                  

_________________________________________________________________________________________________________

(Please print or typewrite name and address; including postal zip code of Assignee)

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

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