EXHIBIT 4.12

SERIES_________                                              SERIES_________
PREFERRED STOCK                                              PREFERRED STOCK


                           BANK OF AMERICA CORPORATION

                           Organized under the laws of
                                    Delaware

Number NP ______                                              Shares ______


   See Reverse for
Certain Definitions                                 CUSIP _____________________
                                              This Certificate is transferable
                                              in New York, New York and
                                              in _____________________


      This certifies that ______________________ is the owner of
__________________________________ fully paid and non-assessable shares of the
series _________ preferred stock of Bank of America Corporation transferable in
person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate and the shares represented hereby are
subject to the provisions of the Restated Certificate of Incorporation, all
amendments thereto, the Certificate of Designation for this series, and the
Bylaws of the Corporation, and to the rights, preferences and voting powers of
the 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

Secretary                                 Chief Executive Officer
                                          President

Countersigned and Registered:

[NAME OF TRANSFER AGENT]
Transfer Agent and Registrar

By
Authorized Officer







                  [Reverse Side of Preferred Stock Certificate]

                           BANK OF AMERICA CORPORATION

      BANK OF AMERICA CORPORATION'S AUTHORIZED CAPITAL STOCK INCLUDES PREFERRED
STOCK, INCLUDING THIS SERIES _________________________ 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 THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE , PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OFSTOCK OR SERVICE THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS AND A COPY OF THE
PORTIONS OF THE RESTATED CERTIFICATE OF INCORPORATION OR CERTIFICATE OF
DESIGNATION 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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT --______________ Custodian ________________
                        (Cust)                   (Minor)
                        under Uniform Gifts to Minors Act
                        ______________ (State)

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

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                                 ------------

   FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

   PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
 -------------------------------------------
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(Please print or typewrite name and address of assignee)


_______________________________________________________________________________
_______________________________________________________________  shares  of  the
capital stock  represented by the within Certificate and does 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:

Signature       ________________________________________________________________
      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 Guaranteed:

_______________________________________

_______________________________________



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