Form of Subordinated Note


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.
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                                                                               
$500,000,000

NUMBER R-1                                                                               
CUSIP: 060505 BG 8

                                                                                                       
ISIN No.: US 060505BG88

                                                                                                       
COMMON CODE: 018094088


BANK OF AMERICA CORPORATION

51⁄4 % SUBORDINATED NOTE, DUE 2015


          BANK OF AMERICA
CORPORATION, a Delaware corporation (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 FIVE HUNDRED MILLION
DOLLARS ($500,000,000) on December 1, 2015 and to pay interest on said
principal sum, semi-annually in arrears on June 1 and December 1 of each
year, at the rate of 51⁄4% per annum, commencing June 1, 2004, or
unless no interest has been paid on the Notes, in which case from November
18, 2003, 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 fifteenth
day of the calendar month next preceding an 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 November 18, 2003. Interest
on this Note will accrue from the original issue date specified above until
the principal amount is paid and will be computed utilizing a day count
fraction of 30-day months and 360-day years. Interest payments will equal
the amount of interest accrued from, and including, the preceding interest
payment date in respect of which interest has been paid or duly provided
for (or from, and including, the original issue date specified above, if
no interest has been paid or duly provided for) to, but excluding, the
interest payment date or the maturity date, as the case may be. If the
maturity date or an interest payment date falls on a day which is not a
Business Day as defined below, principal of or interest payable with respect
to such maturity date or interest payment date will be paid on the succeeding
Business Day with the same force and effect as if made on such maturity
date or interest payment date, as the case may be. 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 immediately available funds
in such coin or currency of the United States 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 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 registry
books of the Corporation relating to the Notes. Notwithstanding the preceding
sentence, payments of principal of and interest payable on the maturity
date will be made by wire transfer of immediately available funds to a
designated account maintained in London upon (i) receipt of written notice
by the Issuing and Paying Agent (as described on the reverse hereof) from
the registered holder hereof not less than one Business Day prior to the
due date of such principal and (ii) presentation of this Note to the Issuing
and Paying Agent, at The Bank of New York, 101 Barclay Street, New York,
New York 10286. Any interest not punctually paid or duly provided for shall
be payable as provided in such Indenture. As used herein, "Business Day"
means any weekday that is not a legal holiday in New York, New York, Charlotte,
North Carolina or Luxembourg and is not a day on which banking institutions
in those cities are authorized or required by law or regulation to be closed.

        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 the Trustee or by 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 Note to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.

                                                                        
BANK OF AMERICA CORPORATION

                                                                        
By: _______________________________

[SEAL]                                                            
Title: Senior Vice President

ATTEST:

By:______________________

         Assistant Secretary

 






 

 



CERTIFICATE OF AUTHENTICATION


            This
is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

Dated: November __, 2003

                                                                               
THE BANK OF NEW YORK,

                                                                                
as Trustee

 

                                                                                
By:__________________________

                                                                                          
Authorized Signatory














 
[Reverse of Note]

BANK OF AMERICA CORPORATION

51⁄4% SUBORDINATED NOTE, DUE 2015


          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 (successor to NationsBank 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. The series of which this Note is a part also is designated
as the Corporation's 51⁄4% Subordinated Notes, due 2015 (herein called
the "Notes"), initially in the principal amount of $700,000,000. The amount
of Notes of this series may be increased by the Corporation in the future.
The Trustee initially shall act as Security Registrar and Authenticating
and Issuing 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 HEREOF, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS
OF THE INDENTURE.

        This Note is not subject
to any sinking fund.

        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.

        Subject to the exemptions
and limitations set forth below, the Corporation will pay additional amounts
to the beneficial owner of this Note that is a non-United States person
in order to ensure that every net payment on such Note will not be less,
due to payment of United States withholding tax, than the amount then due
and payable. For this purpose, a "net payment" on the Note means a payment
by the Corporation or any paying agent, including payment of principal
and interest, after deduction for any present or future tax, assessment
or other governmental charge of the United States. These additional amounts
will constitute additional interest on the Note.

       The Corporation will not be required
to pay additional amounts, however, in any of the circumstances described
in items (1) through (13) below.

 

 

                                                                                        
5





       (1) Additional amounts will not
be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld solely
by reason of the beneficial owner of the Note:


	
having a relationship with the United States as a citizen, resident, or
otherwise;



	
having had such a relationship in the past; or



	
being considered as having had such a relationship.



        (2) Additional amounts will
not be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld solely
by reason of the beneficial owner of the Note:

	
being treated as present in or engaged in a trade or business in the United
States;



	
being treated as having been present in or engaged in a trade or business
in the United States in the past;



	
having or having had a permanent establishment in the United States; or



	
having or having had a qualified business unit which has the U.S. dollar
as its functional currency.



        (3) Additional amounts will
not be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld solely
by reason of the beneficial owner of the Note being or having been a:

	
personal holding company;



	
foreign personal holding company;



	
foreign private foundation or other foreign tax-exempt organization;



	
passive foreign investment company;



	
controlled foreign corporation; or



	
corporation which has accumulated earnings to avoid U.S. federal income
tax.



        (4) Additional amounts will
not be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld solely
by reason of the beneficial owner of the Note owning or having owned, actually
or constructively, 10% or more of the total combined voting power of all
classes of the Corporation's stock entitled to vote;
        (5) Additional amounts will
not be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld solely
by

                                                                                      
6





reason of the beneficial owner of the Note being a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of business.

        For purposes of items (1)
through (5) above, "beneficial owner" includes a fiduciary, settlor, partner,
member, shareholder, or beneficiary of the holder if the holder is an estate,
trust, partnership, limited liability company, corporation, or other entity,
or a person holding a power over an estate or trust administered by a fiduciary
holder.

       (6) Additional amounts will not
be payable to any beneficial owner of the Note that is:


	
a fiduciary;



	
a partnership;



	
a limited liability company;



	
another fiscally transparent entity; or



	
not the sole beneficial owner of the Note, or any portion of the Note.






           However,
this exception to the obligation to pay additional amounts will apply only
to the extent that a beneficiary or settlor in relation to the fiduciary,
or a beneficial owner, partner, or member of the partnership, limited liability
company, or other fiscally transparent entity, would not have been entitled
to the payment of an additional amount had the beneficiary, settlor, partner,
beneficial owner, or member received directly its beneficial or distributive
share of the payment.

        (7) Additional amounts will
not be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld by
reason of the failure of the beneficial owner of the Note or any other
person to comply with applicable certification, identification, documentation
or other information reporting requirements. This exception to the obligation
to pay additional amounts will apply only if compliance with such reporting
requirements is required as a precondition to exemption from such tax,
assessment, or other governmental charge by statute or regulation of the
United States or by an applicable income tax treaty to which the United
States is a party.
        (8) Additional amounts will
not be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is collected or imposed by
any method other than by withholding from a payment on the Note by the
Corporation or any paying agent.

        (9) Additional amounts will
not be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld by
reason of a change in law, regulation, or administrative or judicial interpretation
that becomes effective more than 15 days after the payment becomes due
or is duly provided for, whichever occurs later.

                                                                                   
7






 
       (10) Additional amounts will not
be payable if a payment on the Note is reduced as a result of any tax,
assessment, or other governmental charge that is imposed or withheld by
reason of the presentation by the beneficial owner of the Note for payment
more than 30 days after the date on which such payment becomes due or is
duly provided for, whichever occurs later.

        (11) Additional amounts will
not be payable if a payment on the Note is reduced as result of any:


	
estate tax;



	
inheritance tax;



	
gift tax;



	
sales tax;



	
excise tax;



	
transfer tax;



	
wealth tax;



	
personal property tax; or



	
any similar tax, assessment, or other governmental charge.



           (12) Additional
amounts will not be payable if a payment on the Note is reduced as a result
of any tax, assessment, or other governmental charge required to be withheld
by any paying agent from a payment of principal or interest on the Note
if such payment can be made without such withholding by any other paying
agent.
           (13) Additional
amounts will not be payable if a payment on the Note is reduced as a result
of any combination of items (1) through (12) above.

           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.

 

                                                                                    
8





         Notes so redeemed will
be redeemed at 100% of their principal amount together with interest accrued
up 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 or registry books
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.

       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, the Issuing and
Paying Agent, and any agent of the Corporation 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,
the Issuing and Paying Agent nor any such agent of the Corporation shall
be affected by notice to the contrary.

        The Notes are issuable only
as registered Notes without coupons in 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.

        As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Note may be registered on the registry books 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.

       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,
the Issuing and Paying Agent, and any agent of the Corporation 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

                                                                                        
9






 
neither the Corporation, the Trustee, the Issuing and Paying Agent nor
any such agent of the Corporation 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 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 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 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 not defined herein, but 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

 

                                                                                          
10





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 holder of the Notes, as the
owner of the Notes for all purposes, including payment of principal (premium,
if any) and interest, notices, and voting. Transfer of principal (premium,
if any) and interest to participants of DTC will be the responsibility
of DTC, and transfer of principal (premium, if any) 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, société anonyme, and Euroclear Bank, S.A./N.V.,
as operator of the Euroclear system, in accordance with the rules and procedures
established by such depositories.

                                                                                            
11






 

 



ABBREVIATIONS


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.


__________________________________

ASSIGNMENT


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto


[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS

INCLUDING ZIP CODE, OF ASSIGNEE]


_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

Please Insert Social Security or Other

          Identifying
Number of Assignee: ______________________________

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.

 

                                                                                        
12