[FORM OF SUBORDINATED REGISTERED NOTE]
If the registered owner of this Note is The Depository Trust Company 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 The
Depository Trust Company, a New York corporation, 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, 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 __________
ISIN ________________________
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
BANK OF AMERICA CORPORATION
______% SUBORDINATED NOTE, DUE ____
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________________
______________________________________________________________________________,
or registered assigns, the principal sum of _________________________ DOLLARS(1)
on _____________________, 19___,(2) and to pay interest on said principal sum,
semi-annually(3) in
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(1) This form provides for Notes denominated in, and principal and interest
payable in, United States dollars. The form, as used, may be modified to
provide, alternatively, for Notes denominated in, and principal and interest and
other amounts, if any, payable in a foreign currency or currency unit, with the
specific terms and provisions, including any limitations on the issuance of
Notes in such currency, additional provisions regarding paying and other agents
and additional provisions regarding the calculation and payment of such
currency, set forth therein.
(2) This form provides for Notes that will mature only on a specified date.
If the maturity of Notes of a series may be renewed at the option of the holder,
or extended at the option of the
(continued...)
arrears on ____________________ and ___________________ of each year, commencing
__________________________, at the rate of ___% per annum(4), from the
____________ or ____________, 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
________________________, 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]
[fifteenth] 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 __________________. 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 __________________ 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.(5)
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(2)(...continued)
Corporation, the form, as used, will be modified to provide for additional terms
relating to such renewal or extension, as the case may be, including the period
or periods for which the maturity may be renewed or extended, as the case may
be, changes in the interest rate, if any, and requirements for notice.
(3) This form provides for semi-annual interest payments. The form, as
used, may be modified to provide, alternatively, for annual, quarterly or other
periodic interest payments.
(4) This form provides for interest at a fixed rate. The form, as used, may
be modified to provide, alternatively, for interest at a variable rate or rates,
with the method of determining such rate set forth therein.
(5) This form does not contemplate the offer of Notes to United States
Aliens (for United States federal income tax purposes). If Notes are offered to
United States Aliens, the form of Note, as used, may be modified to provide for
the payment of additional amounts to such United States Aliens or, if
applicable, the redemption of such Notes in lieu of payment of such additional
amounts.
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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 [Title: ]
[CORPORATE SEAL]
Dated
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee,
Dated:_____________________ [By:___________________________________,
as Authenticating Agent]
By:_____________________________________
Authorized Signatory
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[Reverse Side of Note]
BANK OF AMERICA CORPORATION
______% SUBORDINATED NOTE, DUE __________
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 (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), as
supplemented by a First Supplemental Indenture dated as of August 28, 1998, 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 _____% Subordinated Notes, due __________
(herein called the "Notes"), initially in the principal amount of $__________.
The amount of Notes of this series may be increased at any time. [The Trustee
initially shall 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.
[Except as otherwise provided 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.(6)
[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
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(6) This form provides for Notes that are not subject to redemption at the
option of the Corporation or repayment at the option of the holder. The form, as
used, may be modified to provide, alternatively, for redemption at the option of
the Corporation or repayment at the option of the holder, with the terms and
conditions of such redemption or repayment, as the case may be, including
provisions regarding sinking funds, if applicable, redemption prices and notice
periods, set forth therein.
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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 $______ and any integral multiple in excess 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 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 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
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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.
If the Notes are to be issued and outstanding pursuant to a book-entry
system, the following paragraph is applicable: 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.
If the Notes may be settled through depositories located in Europe, the
following paragraph is applicable: Transfers of Notes in Europe may be effected
through the facilities of Cedelbank, societe anonyme, 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.
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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.
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FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
(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:_____________________
_______________________________________
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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.
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