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 The Depository Trust Company, a New York corporation
("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 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 AND 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 ___
ISIN US __________________
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
BANK OF AMERICA CORPORATION
7.80% SUBORDINATED NOTE, DUE 2010
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 $_________________on February 15, 2010
and to pay interest on said principal sum, semi-annually in arrears on
February 15 and August 15 of each year commencing August 15, 2000,
at the rate of 7.80% per annum, from the February 15 or August
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 February 14, 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 February 14, 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 duly
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: /S/ JOHN E. MACK
/S/ ALLISON GILLIAM Title: Senior Vice President
Assistant Secretary
[CORPORATE SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February __, 2000.
THE BANK OF NEW YORK,
as Trustee,
By:
Authorized Signatory
[Reverse Side of Note]
BANK OF AMERICA CORPORATION
7.80% SUBORDINATED NOTE, DUE 2010
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 amended by First Supplemental Indenture dated as of
August 28, 1998 (herein called the "Indenture"), between the
Corporation and The Bank of New York, as Trustee (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 7.80%
Subordinated Notes, due 2010 (herein called the "Notes"), initially
limited in aggregate principal amount to $1,000,000,000.
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, 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 orstockholder 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 atrade 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 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.
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 integral multiples thereof.
As provided in the Indenture, and subject to certain
limitations therein set forth, 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 a 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 the 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 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
PERFORMANCE 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 Morgan Guaranty Trust
Company of New York, Brussels office, 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.