DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH REPRESENTING ONE-TWENTY-FIFTH OF ONE SHARE OF FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERREDSTOCK, SERIES K, OF BANK OF AMERICACORPORATION Incorporated Under The Laws of The State of Delaware (See Reverse for Certain Definitions.)

THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT 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.

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
EACH REPRESENTING ONE-TWENTY-FIFTH OF ONE SHARE OF
FIXED-TO-FLOATING RATE  NON-CUMULATIVE PREFERRED STOCK, SERIES K,
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  FIVE HUNDRED THOUSAND (500,000) Depositary Shares ("Depositary Shares"), each representing one-twenty-fifth of a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, 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 January 24, 2008 (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.

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 FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES K, 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 RECEIPT 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:

___________________________ Depositary Shares  represented by the within receipt, 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______________________________