Common use of Role of the Calculation Agent Clause in Contracts

Role of the Calculation Agent. The calculation agent has the sole discretion to make all determinations regarding the calculation of interest. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent. We have initially appointed The Bank of New York as the calculation agent, but we may change the calculation agent at any time without notifying you. THE CONSUMER PRICE INDEX We have obtained all information regarding the Consumer Price Index contained in this pricing supplement from publicly available information. That information reflects the policies of, and is subject to change by, the Bureau Labor Statistics or the United States Treasury. The Bureau of Labor Statistics has no obligation to continue to publish, and may discontinue publication of, the Consumer Price Index. The consequences of the Bureau of Labor Statistics' discontinuing publication of the Consumer Price Index are described in the section entitled "Description of the Notes--Discontinuance of Consumer Price Index; Alteration of Method of Calculation." We do not assume any responsibility for the accuracy or completeness of any information relating to the Consumer Price Index. The Consumer Price Index is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services. The Consumer Price Index is a widely used measure of inflation in the United States. The Consumer Price Index reflects the spending patterns of about 87% of the total United States population. It includes expenditures by urban wage earners and clerical workers, professional, managerial and technical workers, the self-employed, short-term workers, the unemployed, retirees and others not in the labor force. Not included in the Consumer Price Index are the spending patterns of persons living in rural nonmetropolitan areas, farm families, persons in the Armed Forces and those in institutions, such as prisons and mental hospitals. The Consumer Price Index does not include investment items, such as stocks, bonds, real estate and life insurance. The Consumer Price Index is expressed in relative terms in relation to a time base reference period for which the level is set at 100.00. The base reference period, or standard against which to measure changes, is the 1982-1984 average. Neither we nor any of our affiliates, including the agents, accepts any responsibility for the calculation, maintenance or publication of, or for any error, omission or disruption in, the Consumer Price Index or any successor to the Consumer Price Index. The table below sets forth the levels for each month of the Consumer Price Index for the first ________ months of 2004, and for calendar years 2003, 2002, 2001, 2000 and 1999. The levels listed in the table below were obtained from the Bureau of Labor Statistics, without independent verification. CONSUMER PRICE INDEX MONTHLY CLOSING LEVELS 2004 2003 2002 2001 2000 1999 ----- ----- ----- ----- ----- ----- January 185.2 181.7 177.1 175.1 168.8 164.3 February 186.2 183.1 177.8 175.8 169.8 164.5 March 187.4 184.2 178.8 176.2 171.2 165.0 April 188.0 183.8 179.8 176.9 171.3 166.2 May 189.1 183.5 179.8 177.7 171.5 166.2 June 189.7 183.7 179.9 178.0 172.4 166.2 July 189.4 183.9 180.1 177.5 172.8 166.7 August 189.5 184.6 180.7 177.5 172.8 167.1 September 185.2 181.0 178.3 173.7 167.9 October 185.0 181.3 177.7 174.0 168.2 November 184.5 181.3 177.4 174.1 168.3 December 184.3 180.9 176.7 174.0 168.3 Before investing in the notes, you should consult publicly available sources for the levels of the Consumer Price Index. The generally unsettled international environment and related uncertainties, including the risk of terrorism, may result in financial markets, economic uncertainty generally, and the Consumer Price Index exhibiting greater volatility than in earlier periods. SUPPLEMENTAL PLAN OF DISTRIBUTION Under the terms of an Amended and Restated Selling Agent Agreement dated as of October __, 2004, the notes are offered by Incapital LLC, which we refer to as the Purchasing Agent, for subsequent resale to the agents and other dealers. The agents, including the Purchasing Agent, are parties to that agreement. The agents have agreed to use their reasonable best efforts to solicit offers from investors to purchase the notes. We will pay the Purchasing Agent a gross selling concession to be divided among the Purchasing Agent and the other agents as they agree. The concession is payable to the Purchasing Agent in the form of a discount equal to __% of the non-discounted price for each note sold. This pricing supplement and the accompanying prospectus may be used by one or more of our affiliated entities, including BAS and Incapital LLC, in connection with offers and sales related to secondary market transactions in the notes to the extent permitted by applicable law. See "Plan of Distribution" on page 36 of the accompanying prospectus. TAX CONSEQUENCES TO UNITED STATES HOLDERS For a general summary of the principal United States federal income and estate tax consequences of the ownership and disposition of the notes, please see the section of the accompanying prospectus, "Tax Consequences to United States Holders." EXHIBIT E Master Selected Dealer Agreement Dear : In connection with public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be offered the right as such a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Role of the Calculation Agent. The calculation agent has the sole discretion to make all determinations regarding the calculation of interest. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent. We have initially appointed The Bank of New York as the calculation agent, but we may change the calculation agent at any time without notifying you. THE CONSUMER PRICE INDEX We have obtained all information regarding the Consumer Price Index contained in this pricing supplement from publicly available information. That information reflects the policies of, and is subject to change by, the Bureau Labor Statistics or the United States Treasury. The Bureau of Labor Statistics has no obligation to continue to publish, and may discontinue publication of, the Consumer Price Index. The consequences of the Bureau of Labor Statistics' discontinuing publication of the Consumer Price Index are described in the section entitled "Description of the Notes--Discontinuance of Consumer Price Index; Alteration of Method of Calculation." We do not assume any responsibility for the accuracy or completeness of any information relating to the Consumer Price Index. The Consumer Price Index is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services. The Consumer Price Index is a widely used measure of inflation in the United States. The Consumer Price Index reflects the spending patterns of about 87% of the total United States population. It includes expenditures by urban wage earners and clerical workers, professional, managerial and technical workers, the self-employed, short-term workers, the unemployed, retirees and others not in the labor force. Not included in the Consumer Price Index are the spending patterns of persons living in rural nonmetropolitan areas, farm families, persons in the Armed Forces and those in institutions, such as prisons and mental hospitals. The Consumer Price Index does not include investment items, such as stocks, bonds, real estate and life insurance. The Consumer Price Index is expressed in relative terms in relation to a time base reference period for which the level is set at 100.00. The base reference period, or standard against which to measure changes, is the 1982-1984 average. Neither we nor any of our affiliates, including the agents, accepts any responsibility for the calculation, maintenance or publication of, or for any error, omission or disruption in, the Consumer Price Index or any successor to the Consumer Price Index. The table below sets forth the levels for each month of the Consumer Price Index for the first ________ months of 2004, and for calendar years 2003, 2002, 2001, 2000 and 1999. The levels listed in the table below were obtained from the Bureau of Labor Statistics, without independent verification. CONSUMER PRICE INDEX MONTHLY CLOSING LEVELS 2004 2003 2002 2001 2000 1999 ----- ----- ----- ----- ----- ----- January 185.2 181.7 177.1 175.1 168.8 164.3 February 186.2 183.1 177.8 175.8 169.8 164.5 March 187.4 184.2 178.8 176.2 171.2 165.0 April 188.0 183.8 179.8 176.9 171.3 166.2 May 189.1 183.5 179.8 177.7 171.5 166.2 June 189.7 183.7 179.9 178.0 172.4 166.2 July 189.4 183.9 180.1 177.5 172.8 166.7 August 189.5 184.6 180.7 177.5 172.8 167.1 September 185.2 181.0 178.3 173.7 167.9 October 185.0 181.3 177.7 174.0 168.2 November 184.5 181.3 177.4 174.1 168.3 December 184.3 180.9 176.7 174.0 168.3 Before investing in the notes, you should consult publicly available sources for the levels of the Consumer Price Index. The generally unsettled international environment and related uncertainties, including the risk of terrorism, may result in financial markets, economic uncertainty generally, and the Consumer Price Index exhibiting greater volatility than in earlier periods. SUPPLEMENTAL PLAN OF DISTRIBUTION Under the terms of an Amended and Restated Selling Agent Agreement dated as of October __, 2004, the notes are offered by Incapital LLC, which we refer to as the Purchasing Agent, for subsequent resale to the agents and other dealers. The agents, including the Purchasing Agent, are parties to that agreement. The agents have agreed to use their reasonable best efforts to solicit offers from investors to purchase the notes. We will pay the Purchasing Agent a gross selling concession to be divided among the Purchasing Agent and the other agents as they agree. The concession is payable to the Purchasing Agent in the form of a discount equal to __% of the non-discounted price for each note sold. This pricing supplement and the accompanying prospectus may be used by one or more of our affiliated entities, including BAS and Incapital LLC, in connection with offers and sales related to secondary market transactions in the notes to the extent permitted by applicable law. See "Plan of Distribution" on page 36 of the accompanying prospectus. TAX CONSEQUENCES TO UNITED STATES HOLDERS For a general summary of the principal United States federal income and estate tax consequences of the ownership and disposition of the notes, please see the section of the accompanying prospectus, "Tax Consequences to United States Holders." EXHIBIT E Master Selected Dealer Agreement Dear Part IV: In connection with public offerings Form of securities after Final Pricing Supplement for Consumer Price Index Linked Notes Pricing Supplement No. ___ (To Prospectus dated October __, 2004) ___________, 20__ [BANK OF AMERICA LOGO] $_____________ CONSUMER PRICE INDEX LINKED INTERNOTES(R), DUE ________ ____, 20__ - The notes are our unsecured [senior] [subordinated] InterNotes(R). - Interest, to the date hereof for which we are acting as manager extent payable, will accrue monthly, in arrears, and is payable on the tenth calendar day of an underwriting syndicate or are otherwise responsible each month, beginning _________ 10, 20__. - Interest on the notes will accrue for the distribution first interest period at the rate of securities [___%] per annum. For each subsequent monthly interest period, interest, if any, will be determined based on the Percentage Change in the Consumer Price Index ("CPI") (as described below) over a one year period, plus [___%] per annum. In no event will the interest rate be less than 0.00% per annum. We describe how to calculate the public by means of an offering of securities interest rate for sale to selected dealerseach interest period beginning on page PS-3. - The Percentage Change in the CPI will be determined monthly, you and may be offered a negative or a positive number. The interest rate will be calculated by the right as such calculation agent. - The notes were priced on _______ ____, 20__. - The CUSIP number for the notes is _______________. - The notes mature on ___________, 20__. - [The notes rank junior to our senior indebtedness from time to time outstanding.] - The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000. - [Our senior InterNotes(R) have been rated Aa2 by Xxxxx'x Investors Service and A+ by Standard & Poor's Ratings Services, a selected dealer to purchase as principal division of The XxXxxx-Xxxx Companies, Inc.] [Our subordinated InterNotes(R) have been rated Aa3 by Xxxxx'x Investors Service and A by Standard & Poor's Ratings Services, a portion division of such securities. This The XxXxxx-Xxxx Companies, Inc.] - The notes will confirm our mutual agreement as to the general terms and conditions applicable to your participation in not be listed on any such selected dealer group organized by us as followssecurities exchange.