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 $400,000,000
NUMBER R-1
Common Code No.: 011217184 CUSIP: 060505 AE4
ISIN: US 060505 AE40
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
BANK OF AMERICA CORPORATION
7 7/8% SENIOR NOTE, DUE 2005
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 FOUR HUNDRED MILLION DOLLARS on
May 16, 2005, and to pay interest on said principal sum, semi-
annually in arrears on May 15 and November 15 of each year,
commencing November 15, 2000, at the rate of 7 7/8% per annum,
from the May 15 or November 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 May 30, 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 May 30, 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 7/8% SENIOR NOTE, DUE 2005
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 7/8%
Senior Notes, due 2005 (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.
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 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 or 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 the Note directly, or (ii) the
person holding the 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.
The Notes of this series may be redeemed at the option of the
Corporation in whole, but not in part, at any time, on giving not
less than 30 nor more than 60 days= notice to the Trustee and the
holders of the Notes, if the Corporation has or may become
obliged to pay Additional Amounts as a result of any change in,
or amendment to, the laws or regulations of the United States or
any political subdivision or any authority thereof or therein
having power to tax, or any change in the application or official
interpretation of such laws or regulations after the date of this
Note.
Prior to the publication of any notice of redemption, the
Corporation shall deliver to the Trustee a certificate signed by
the Chief Financial Officer or a Senior Vice President of the
Corporation stating that the Corporation is entitled to effect
such redemption and setting forth a statement of facts showing
the conditions precedent to the right to redeem.
Notes so redeemed will be redeemed at 100% of their principal
amount together with interest accrued to (but excluding) the date
of redemption.
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.
Transfers of Notes outside of the United States may be
effected through the facilities of Clearstream Banking, societe
anonyme (successor to Cedelbank), and Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the
Euroclear system, in accordance with the rules and procedures
established by such 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 C as tenants in common
TEN ENT C as tenants by the entireties
JT TEN C 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.