If the registered owner of this Note is The Depository Trust
Company, a New York corporation ("DTC"), or a nominee
thereof, this Note is a Global Security and the following
legends are applicable: THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR
NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF
THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of DTC to the issuer or its agent for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or such other name as 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.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
REGISTERED $_____________
NUMBER R-__ CUSIP: 060505 AF1
SEE REVERSE FOR
CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
BANK OF AMERICA CORPORATION
7 1/8% SENIOR NOTE, DUE 2006
BANK OF AMERICA CORPORATION, a corporation duly
organized and existing under the laws of the State of
Delaware (herein called the "Corporation," which term
includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received,
hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of ____________________________ DOLLARS on
September 15, 2006, and to pay interest on said principal
sum, semi-annually in arrears on September 15 and March 15
of each year, commencing March 15, 2001, at the rate of 7
1/8% per annum, from the September 15 or March 15, as the
case may be, next preceding the date of this Note to which
interest has been paid, unless the date hereof is a date to
which interest has been paid, in which case from the date of
this Note, or unless no interest has been paid on the Notes,
in which case from September 22, 2000, until payment of such
principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after a
record date for the Notes (which shall be the close of
business on the last day of the calendar month next
preceding an interest payment date) and before the next
succeeding interest payment date, this Note shall bear
interest from such interest payment date; provided, however,
that if the Corporation shall default in the payment of
interest due on such interest payment date, then this Note
shall bear interest from the next preceding interest payment
date to which interest has been paid, or, if no interest has
been paid on the Notes, from September 22, 2000. The
interest so payable, and punctually paid or duly provided
for, on any interest payment date will, as provided in such
Indenture, be paid to the person in whose name this Note (or
one or more predecessor Notes evidencing all or a portion of
the same debt as this Note) is registered at the close of
business on the record date for such interest payment date.
The principal of and interest on this Note are payable in
such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public
and private debts, at the office or agency of the
Corporation in New York, New York or such other places that
the Corporation shall designate as provided in such
Indenture; provided, however, that interest may be paid, at
the option of the Corporation, by check mailed to the person
entitled thereto at his address last appearing on the
Security Register of the Corporation relating to the Notes.
Any interest not punctually paid or duly provided for shall
be payable as provided in such Indenture.
Reference is made to the further provisions of this Note
set forth on the reverse hereof, which shall have the same
effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee or an authenticating
agent on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under such
Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be duly executed by manual or facsimile
signature under its corporate seal or a facsimile thereof.
BANK OF AMERICA CORPORATION
Attest:
By: _________________________
________________
Secretary Senior Vice President
[CORPORATE SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
Dated: ___________________
By: THE BANK OF NEW YORK,
as Authenticating Agent
By: _______________________
Authorized Signatory
[Reverse Side of Note]
BANK OF AMERICA CORPORATION
7 1/8% SENIOR NOTE, DUE 2006
This Note is one of a duly authorized series of
Securities of the Corporation unlimited in aggregate
principal amount issued and to be issued under an Indenture
dated as of January 1, 1995, as supplemented by a First
Supplemental Indenture dated as of September 18, 1998
(herein called the "Indenture") between the Corporation
and U.S. Bank Trust National Association, as successor
trustee to BankAmerica National Trust Company (herein called
the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and
the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is also one of the
Notes designated as the Corporation's 7 1/8% Senior Notes,
due 2006 (herein called the "Notes"), initially in the
aggregate principal amount of $1,000,000,000. The amount
of Notes of this series may be increased by the Corporation
in the future. The Bank of New York initially has been
appointed Security Registrar, Authenticating and Paying
Agent in connection with the Notes.
Except in those situations in which the Corporation may
become obligated to pay Additional Amounts (as described
herein), the Notes of this series are not subject to
redemption at the option of the Corporation or repayment at
the option of the holder prior to maturity.
The provisions of Article Fourteen of the Indenture do
not apply to Securities of this series.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may
be registered on the Security Register of the Corporation
relating to the Notes, upon surrender of this Note for
registration of transfer at the office or agency of the
Corporation designated by it pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the
Trustee or the Security Registrar duly executed by, the
registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in the denominations of $1,000 and any integral
multiple in excess thereof. As provided in the Indenture,
and subject to certain limitations therein set forth, the
Notes are exchangeable for a like aggregate principal amount
of Notes of different authorized denominations, as requested
by the holder surrendering the same.
If any interest payment date or maturity date for this
Note falls on a day that is not a Business Day, the interest
payment date or maturity date will be the following day that
is a Business Day and the payment of interest or principal
will be made on such next Business Day as if it were made on
the date such payment was due and no additional interest
will accrue on the amount so payable for the period from and
after such interest payment date or maturity date.
No service charge will be made for any such registration
of transfer or exchange, but the Corporation may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee and any agent of the
Corporation or the Trustee may treat the person in whose
name this Note is registered as the absolute owner hereof
for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Note be overdue,
and neither the Corporation, the Trustee nor any such agent
shall be affected by notice to the contrary.
If an Event of Default (defined in the Indenture as (i)
the Corporation's failure to pay principal of (or premium,
if any, on) any Notes when due, or to pay interest on the
Notes within 30 days after the same becomes due, (ii) the
Corporation's breach of its other covenants contained in
this Note or the Indenture, which breach is not cured within
90 days after written notice by the Trustee or the holders
of at least 25% in outstanding principal amount of all
Securities issued under the Indenture and affected thereby,
and (iii) certain events involving the bankruptcy,
insolvency or liquidation of the Corporation) shall occur
with respect to the Notes, the principal of all the Notes
may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Corporation and the
rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders
of not less than 66-2/3% in aggregate principal amount of
the Notes then outstanding and all other Securities then
outstanding issued under the Indenture and affected by such
amendment and modification. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Notes then outstanding and all other
Securities then outstanding issued under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any
such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or
currency, herein prescribed.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the
Corporation or any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue
hereof, expressly waived and released.
The Notes of this series shall be dated the date of
their authentication.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The Notes are being issued by means of a book-entry
system with no physical distribution of certificates to be
made except as provided in the Indenture. The book-entry
system maintained by The Depository Trust Company ("DTC")
will evidence ownership of the Notes, with transfers of
ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by
DTC and its participants. The Corporation will recognize
Cede & Co., as nominee of DTC, while the registered owner of
the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and
voting. Transfer of principal and interest to participants
of DTC will be the responsibility of DTC, and transfer of
principal and interest to beneficial owners of the Notes by
participants of DTC will be the responsibility of such
participants and other nominees of such beneficial owners.
So long as the book-entry system is in effect, the selection
of any Notes to be redeemed will be determined by DTC
pursuant to rules and procedures established by DTC and its
participants. The Corporation will not be responsible or
liable for such transfers or payments or for maintaining,
supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.
__________
The following abbreviations, when used in the
inscription on the face of the within Note, 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.
__________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee, including zip code, must be
printed or typewritten.)
the within
Note, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Note on the books of the
Corporation, with full power of substitution in the
premises.
Dated:
________________________________________________
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within Note
in every particular, without alteration or enlargement or
any change whatever and must be guaranteed.
