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-_
Common Code No. CUSIP: 060505 AG9
ISIN: US 060505 AG97 SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
BANK OF AMERICA CORPORATION
7.40% SUBORDINATED NOTE, DUE 2011
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 January
15, 2011, and to pay interest on said principal sum, semi-
annually in arrears on January 15 and July 15 of each year,
commencing July 15, 2001, at the rate of 7.40% per annum,
from the January 15 or July 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 January 23, 2001, 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 January 23, 2001. 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 this Note.
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.
Dated: January __, 2001 THE BANK OF NEW YORK, as Trustee
By: _______________________________
Authorized Signatory
[Reverse Side of Note]
BANK OF AMERICA CORPORATION
7.40% SUBORDINATED NOTE, DUE 2011
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 August 28, 1998 (herein
called the "Indenture") between the Corporation and The
Bank of New York (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
7.40% Subordinated Notes, due 2011 (herein called the
"Notes"), initially in the aggregate principal amount of
$3,000,000,000. The amount of Notes of this series may be
increased by the Corporation in the future. The Trustee
shall initially act as Security Registrar, Authenticating
and Paying Agent in connection with the Notes.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE
NOTES, INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON,
IS, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE
INDENTURE, SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO ITS
OBLIGATIONS TO HOLDERS OF SENIOR INDEBTEDNESS, AS DEFINED IN
THE INDENTURE, AND EACH HOLDER OF THE NOTES, BY THE
ACCEPTANCE THEREOF, AGREES TO AND SHALL BE BOUND BY SUCH
PROVISIONS OF THE INDENTURE.
The Corporation shall pay as additional interest on
this Note such additional amounts ("Additional Amounts")
as may be necessary in order that the net payment by the
Corporation of the principal of and interest on this Note to
a holder who is a Non-United States Person (as hereinafter
defined), after deduction for any present or future tax,
assessment or governmental charge of the United States, or a
political subdivision or authority thereof or therein,
imposed by withholding with respect to the payment, will not
be less than the amount provided for in this Note to be then
due and payable; provided, however, that the foregoing
obligation to pay Additional Amounts shall not apply to:
(i) any tax, assessment or other governmental charge
which would not have been so imposed but for:
(a) the existence of any present or former
connection between such holder (or between a fiduciary,
settlor, beneficiary, member or stockholder of, or a
person holding a power over, such holder, if such
holder is an estate, trust, partnership or corporation)
and the United States, including, without limitation,
such holder (or such fiduciary, settlor, beneficiary,
member, stockholder or person holding a power) being or
having been a citizen or resident or treated as a
resident thereof or being or having been engaged in a
trade or business therein or being or having been
present therein or having or having had a permanent
establishment therein;
(b) such holder's present or former status as a
personal holding company, foreign personal holding
company, passive foreign investment company, private
foundation or other tax-exempt entity or controlled
foreign corporation for United States tax purposes or a
corporation which accumulates earnings to avoid United
States federal income tax; or
(c) such holder's status as a bank extending
credit pursuant to a loan agreement entered into in the
ordinary course of business;
(ii) any tax, assessment or governmental charge that
would not have been imposed or withheld but for the failure
of the holder to comply with certification, identification
or information reporting requirements under United States
income tax laws, without regard to any tax treaty, with
respect to the payment, concerning the nationality,
residence, identity or connection with the United States of
the holder or a beneficial owner of this Note, if such
compliance is required by United States income tax laws,
without regard to any tax treaty, as a precondition to
relief or exemption from such tax, assessment or
governmental charge;
(iii) any tax, assessment or governmental charge
that would not have been so imposed or withheld but for the
presentation by the holder of this Note for payment on a
date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
(iv) any estate, inheritance, gift, sales, transfer,
excise, wealth or personal property tax or any similar tax,
assessment or governmental charge;
(v) any tax, assessment or governmental charge which
is payable otherwise than by withholding by the Corporation
or the Trustee from the payment of the principal of or
interest on this Note;
(vi) any tax, assessment or governmental charge
required to be withheld from such payment of principal of or
interest on this Note, if such payment can be made without
such withholding or any liability on the part of the
Corporation;
(vii) any tax, assessment or other governmental
charge imposed on interest received by a person holding,
actually or constructively, 10% or more of the total
combined voting power of all classes of stock of the
Corporation entitled to vote; or
(viii) any combination of items (i), (ii), (iii),
(iv), (v), (vi) or (vii);
nor shall Additional Amounts be paid with respect to any
payment of the principal of or interest on this Note to a
person other than the sole beneficial owner of such payment
or that is a partnership or fiduciary to the extent such
beneficial owner, member of such partnership, beneficiary or
settlor to the extent either (i) such beneficial owner,
member of such partnership or beneficiary or settlor with
respect to such fiduciary would not have been entitled to
the payment of Additional Amounts had such beneficial owner,
member, beneficiary or settlor held its interest in this
Note directly, or (ii) the person holding this Note does not
provide a statement in the form, manner and time required by
applicable United States income tax laws, from such
beneficial owner, member of such partnership, or beneficiary
or settlor with respect to such fiduciary concerning its
nationality, residence, identity or connection with the
United States.
"Non-United States Person" means any holder of the
notes other than a United States person. A "United States
Person" means a citizen or resident of the United States, a
corporation or a partnership (or other entity treated as a
corporation or partnership for federal income tax purposes,
including certain limited liability companies) created or
organized under the laws of the United States, an estate the
income of which is subject to United States federal income
tax regardless of its source, or a trust for which one or
more United States persons have the authority to control all
substantial decisions and for which a court of the United
States can exercise primary supervision over the trust's
administration.
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.
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
certain events involving the bankruptcy of the Corporation)
shall occur with respect to the Notes, the principal of all
of the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture. THERE IS NO
RIGHT OF ACCELERATION PROVIDED IN THE INDENTURE IN CASE OF
A DEFAULT IN THE PAYMENT OF INTEREST OR THE PEFORMANCE OF
ANY OTHER COVENANT BY THE CORPORATION.
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.
Transfers of Notes in Europe may be effected through the
facilities of Cedel Bank, societe anonyme, and Euroclear
Bank S.A. / NV, as operator of the Euroclear System, in
accordance with rules and procedures established by those
depositories.
_______________
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.
