Form of Subordinated Medium-Term Note, Series I (Floating Rate)


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, 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 FLR _______                                       
       
CUSIP 06050N_____


BANK OF AMERICA CORPORATION

MEDIUM-TERM SUBORDINATED NOTE, SERIES I

(Floating Rate)





ORIGINAL ISSUE DATE:                                    
                            
BASE RATE:

STATED MATURITY DATE:                                    
                                   
(check one)

FINAL MATURITY DATE:                                    
                                       
___CD Rate

INITIAL INTEREST RATE:                                   
                                        
___Commercial Paper Rate

INDEX MATURITY FOR INITIAL                                   
                            
___LIBOR ____________

INTEREST RATE (IF DIFFERENT):                                  
                            
___Federal Funds Rate

INDEX MATURITY:                                     
                                          
         
___Prime Rate

INDEX MATURITY FOR FINAL                                   
                                
___Treasury Rate

INTEREST PAYMENT PERIOD                                   
                                  
___CMT Rate

(IF DIFFERENT):                                     
                                          
                      
CMT Telerate Page:____

SPREAD:                                      
                                          
                                  
CMT Maturity Index:___

SPREAD MULTIPLIER:                                    
                                          
     
___Eleventh District Cost

MAXIMUM INTEREST RATE:                                   
                                          
                
of Funds Rate

MINIMUM INTEREST RATE:                                   
                                    
___Other:________________

INTEREST PAYMENT DATES:                                   
                                          
          
________________

INTEREST RESET DATES:                                    
                                          
                 
________________

INTEREST RESET PERIOD:

INITIAL REDEMPTION DATE:                                   
                                  
/  /       This Note is a Renewable

INITIAL REDEMPTION PERCENTAGE:                                  
                                 
Note.

ANNUAL REDEMPTION PERCENTAGE REDUCTION:                                 
       
See Attached Rider.

OPTIONAL PAYMENT DATE(S):

CALCULATION AGENT:                                    
                                           
;
/  /         This Note is
an

ADDITIONAL TERMS:                                    
                                          
                   
Extendible Note.

                                       
                                          
                                          
                 
See Attached Rider.

 

 

     BANK OF AMERICA CORPORATION, a Delaware corporation
(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 the Stated
Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest thereon at a rate
per annum equal to the initial Interest Rate as specified above until the
Initial Interest Reset Date specified above and thereafter at a rate determined
in accordance with the provisions on the reverse hereof, until the principal
hereof is paid or duly made available for payment. The Corporation will
pay interest on the Interest Payment Dates specified above, commencing
with the first Interest Payment Date succeeding the Original Issue Date
specified above, unless the Original Issue Date occurs between a Regular
Record Date, as defined below, and the next Interest Payment Date, in which
case commencing on the Interest Payment Date following the next Regular
Record Date, and on the Stated Maturity Date or Final Maturity Date shown
above (or any Redemption Date as defined on the reverse hereof or any Optional
Repayment Date as specified above with respect to which any such option
has been exercised, each such Stated Maturity Date, Final Maturity Date,
Redemption Date and Optional Repayment Date being herein referred to as
a "Maturity Date" with respect to the principal repayable on such date).

     Interest on this Note will accrue from the
Original Issue Date specified above until the principal amount is paid
and will be computed as hereinafter described. Interest payable on this
Note on any Interest Payment Date or the Maturity Date will include 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)
to but excluding such Interest Payment Date or Maturity Date, as the case
may be; provided, however, that if the Interest Reset Period
specified above is daily or weekly, interest payable on any Interest Payment
Date or the Maturity Date will include interest accrued from but excluding
the Regular Record Date through 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 and including the Regular
Record Date preceding such Interest Payment Date, except that interest
payable on any such Maturity Date will include interest accrued to, but
excluding, such Maturity Date. If any Interest Payment Date falls on a
day that is not a Business Day, as defined below, such Interest Payment
Date shall be the following day that is a Business Day, except that if
the Base Rate is LIBOR, if such next Business Day falls in the next calendar
month, such Interest Payment Date will be the preceding day that is a Business
Day; and if the Maturity Date falls on a day that is not a Business Day,
principal or interest payable with respect to such Maturity Date will be
paid on the next Business Day with the same force and effect as if made
on such Maturity Date, and no additional interest shall accrue for the
period from and after such Maturity Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will
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 date 15 calendar days prior to such Interest
Payment Date, whether or not a Business Day (the "Regular Record Date");
provided, however, that the first payment of interest on
any Note with an Original Issue Date, as specified above, between a Regular
Record Date and an Interest Payment Date or on an Interest Payment Date
will be made on the Interest Payment Date following the next Regular Record
Date to the person in whose name this Note is registered at the close of
business on such next Regular Record Date; and provided, further,
that interest payable on the Maturity Date will be payable to the person
to whom the principal hereof shall be payable. Any such interest not punctually
paid or duly provided for shall be payable as provided in the Indenture.
As used herein, "Business Day" means any weekday that is (1) not a legal
holiday in New York, New York or Charlotte, North Carolina, (2) not a day
on which banking institutions in those cities are authorized or required
by law or regulation to be closed and (3) if the Base Rate is LIBOR, is
a day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.

     The principal of (premium on, if any) and interest
on this Note are payable in immediately available funds 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 designated as provided in the 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 the United States 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 Bank of New York, as Issuing and Paying Agent, 101
Barclay Street, New York, New York 10286 (the "Corporate Trust Office").

     Reference is hereby 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 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

                                          
          
By:________________________________

[SEAL]                                        
Title: Senior Vice President

ATTEST:

____________________________

Assistant Secretary

 







 

 
CERTIFICATE OF AUTHENTICATION


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

Dated: ____________________________

 

 

                                          
                        
THE BANK OF NEW YORK,

                                         
                          
as Trustee

                                          
                         
By:___________________________

                                         
                                 
Authorized Signatory

 

 

















[Reverse of Note]

BANK OF AMERICA CORPORATION

MEDIUM-TERM SUBORDINATED NOTE,

SERIES I

(Floating Rate)


     This Note is one of a duly authorized series
of Securities of the Corporation unlimited in aggregate principal amount
(herein called the "Notes") 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. This Note is also one of the Notes designated as the Corporation's
Subordinated Medium-Term Notes, Series I, initially limited in aggregate
principal amount to $3,000,000,000. The Trustee shall initially act as
Security Registrar, 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.

     This Note may be subject to repayment at the
option of the registered holder only if Optional Repayment Date(s) are
indicated on the face hereof. IF NO OPTIONAL REPAYMENT DATES ARE SET
FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION
OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 at the option of the holder hereof at a repayment price equal
to 100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, this Note must be received,
with the form below entitled "Option to Elect Repayment" duly completed,
by the Issuing and Paying Agent at the Corporate Trust Office, or such
other address of which the Corporation shall from time to time notify the
holders of the Notes, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by the holder
hereof shall be irrevocable.

     This Note may be redeemed at the option of
the Corporation on any date on and after the Initial Redemption Date, if
any, specified on the face hereof (the "Redemption Date"). IF NO INITIAL
REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE REDEEMED
AT THE OPTION OF THE CORPORATION PRIOR TO THE STATED MATURITY DATE.
On and after the Initial Redemption Date, if any, this Note may be redeemed
at any time in whole or from time to time in part in increments of $1,000
at the option of the Corporation at the applicable Redemption Price (as
defined below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only,
a new Note for the unredeemed portion hereof shall be issued in the name
of the registered holder hereof upon the surrender hereof. If this Note
is redeemable at the option of the Corporation, the "Redemption Price"
shall initially be the Initial Redemption Percentage specified on the face
hereof of the principal amount of this Note to be redeemed and shall decline
at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.

     Accrued interest hereon shall be calculated
by multiplying the face amount hereof by an accrued interest factor. Such
accrued interest factor will be computed by adding the interest factor
calculated for each day from and including, the Original Issue Date, or
from, but excluding, the last date to which interest has been paid, as
the case may be, to, and including, the date for which accrued interest
is being calculated. The interest factor (expressed as a decimal) for each
such day shall be computed by dividing the interest rate in effect on such
day by (i) 360, or (ii) the actual number of days in the year, in the case
of Notes having the Treasury Rate or the CMT Rate as their Base Rate, as
specified on the face hereof.

     The Base Rate (as defined herein) with respect
to this Note may be (i) the CD Rate, (ii) the Commercial Paper Rate, (iii)
LIBOR, (iv) the Federal Funds Rate, (v) the Prime Rate, (vi) the Treasury
Rate, (vii) the CMT Rate or (viii) such other rate as is described on the
face hereof and on a rider to this Note.

     Except as described below, this Note will bear
interest at the rate determined by reference to the appropriate interest
rate basis (the "Base Rate") and Index Maturity, each as specified on the
face hereof, (i) plus or minus the Spread, if any, specified on the face
hereof and/or (ii) multiplied by the Spread Multiplier, if any, specified
on the face hereof. The interest rate in effect with respect hereto during
an Interest Reset Period will be the rate determined on the Calculation
Date (as hereinafter defined) by reference to the Interest Determination
Date (as hereinafter defined). The interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, as specified on the
face hereof, the interest rate determined as of the Interest Determination
Date pertaining to such Interest Reset Date or (b) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest Determination
Date pertaining to the immediately preceding Interest Reset Date, provided
that (i) the interest rate in effect from the Original Issue Date to the
initial Interest Reset Date shall be the Initial Interest Rate specified
on the face hereof, and (ii) the interest rate in effect for the 10 calendar
days immediately prior to the Maturity Date shall be the rate in effect
on the 10th calendar day preceding such Maturity Date. If any Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next day that is a Business Day, except
that if the Base Rate specified on the face hereof is LIBOR, if such next
Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. The term "Final Interest
Payment Period" means the period from the final Interest Reset Date to
the Maturity Date.

     The Interest Determination Date with respect
to any Note that has as its Base Rate the Federal Funds Rate or the Prime
Rate will be the Business Day immediately preceding the applicable Interest
Reset Date.

     The Interest Determination Date with respect
to any Note that has as its Base Rate the CD Rate, the Commercial Paper
Rate or the CMT Rate will be the second Business Day preceding the applicable
Interest Reset Date. The Interest Determination Date with respect to any
Note that has LIBOR as its Base Rate will be the second London Banking
Day (as defined below) preceding the applicable Interest Reset Date. The
Interest Determination Date with respect to any Note that has the Treasury
Rate as its Base Rate will be the day of the week in which the applicable
Interest Reset Date falls on which Treasury bills of the Index Maturity
specified on the face of this note normally would be auctioned; provided,
however, that if an auction is held on the Friday of the week preceding
the Interest Reset Date, the related Interest Determination Date shall
be such preceding Friday; and provided, further, that if
an auction is held on any Interest Reset Date then the Interest Reset Date
shall instead be the first Business Day following such auction.

     The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the 10th calendar
day after such Interest Determination Date or, if such day is not a Business
Day, the next succeeding Business Day, or (ii) the Business Day next preceding
the applicable Interest Payment Date or Maturity Date, as the case may
be.

     Accrued interest on a Floating Rate Note is
calculated by multiplying the principal amount of a note by an accrued
interest factor. The accrued interest factor is the sum of the interest
factors calculated for each day in the period for which accrued interest
is being calculated. The interest factor for each day is computed by dividing
the interest rate in effect on that day by (1) the actual number of days
in the year, in the case of Treasury Rate Notes or CMT Rate Notes, or (2)
360, in the case of other Floating Rate Notes. All percentages resulting
from any calculation are rounded to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward. For example 9.876545% (or .09876545) will be rounded to 9.87655%
(or .0987655). Dollar amounts used in the calculation are rounded to the
nearest cent (with one-half cent being rounded upward).

      Determination of CD Rate.
The "CD Rate" for any Interest Determination Date is the rate on that date
for negotiable U.S. dollar certificates of deposit having the Index Maturity
described as published in H.15(519) prior to 3:00 P.M., New York City time,
on the calculation date for that Interest Determination Date under the
heading "CDs (secondary market)".

The following procedures will be followed if the CD Rate cannot be determined
as described above:

               
·       If the above rate is
not published in H.15(519) by 3:00 P.M., New York

                        
City time, on the calculation date, the CD Rate will be the rate

                        
on that Interest Determination Date for negotiable U.S. dollar

                        
certificates of deposit of the Index Maturity described on the face

                        
of this note as published in H.15 Daily Update, or other recognized

                        
electronic source used for the purpose of displaying the applicable

                        
rate, under the caption "CDs (secondary market)".

               
·       If that rate is not
published by 3:00 P.M., New York City time,

                        
on the calculation date, then the calculation agent will determine

                        
the CD Rate to be the average of the secondary market offered

                        
rates as of 10:00 A.M., New York City time, on that Interest

                        
Determination Date, quoted by three leading nonbank dealers

                        
of negotiable U.S. dollar certificates of deposit in New York City

                        
for negotiable certificates of deposit in a denomination of $5,000,000

                        
of major United States money-center banks of the highest credit

                        
standing (in the market for negotiable certificates of deposit) with

                        
a remaining maturity closest to the Index Maturity described on the

                        
face of the Note. The calculation agent will select the three dealers

                        
referred to above.

             
·         If fewer
than three dealers are quoting as mentioned above, the

                        
CD Rate will remain the CD Rate then in effect on that Interest

                        
Determination Date.

      "H.15(519)" means the weekly publication
entitled "Federal Reserve Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System.

      "H.15 Daily Update" means the daily update
of H.15(519), available through the Internet site of the Board of Governors
of the Federal Reserve System at http://federal reserve.gov/ releases/h15/update
or any successor site or publication.

     Determination of Commercial Paper Rate. 
The "Commercial Paper Rate" for any Interest Determination Date is the
Money Market Yield of the rate on that date for commercial paper having
the Index Maturity described on the face of this note, as published in
H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date
for that Interest Determination Date under the heading "Commercial Paper
- Nonfinancial".

     The following procedures will be followed if
the Commercial Paper Rate cannot be determined as described above:

                  
·        If the above
rate is not published in H.15(519) by 3:00 P.M.,

                            
New York City time, on the calculation date, the Commercial

                            
Paper Rate will be the Money Market Yield of the rate on that

                            
Interest Determination Date for commercial paper having the

                            
Index Maturity described on the face of this note, as published

                            
in H.15 Daily Update, or such other recognized electronic source

                            
used for the purpose of displaying the applicable rate, under the

                            
caption "Commercial Paper - Nonfinancial".

                 
·         If that
rate is not published in H.15 Daily Update by 3:00 P.M.,

                            
New York City time, on the calculation date, then the calculation

                            
agent will determine the Commercial Paper Rate to be the Money

                             
Market Yield of the average of the offered rates of three leading

                            
dealers of U.S. dollar commercial paper in New York City as

                            
of 11:00 A.M., New York City time, on that Interest Determination

                            
Date for commercial paper having the Index Maturity described

                            
on the face of this note placed for an industrial issuer whose bond

                            
rating is "Aa", or the equivalent, from a nationally recognized securities

                            
rating organization. The calculation agent will select the three dealers

                            
referred to above.

                 
·         If fewer
than three dealers selected by the calculation agent are

                            
quoting as mentioned above, the Commercial Paper Rate will

                             
remain the Commercial Paper Rate then in effect on that Interest

                             
Determination Date.

 

     "Money Market Yield" is a yield calculated
in accordance with the following formula:

                          
Money Market =     D x 360       
x 100

                                 
Yield           
360 ------------- (D x M)

     Where "D" refers to the annual rate for commercial
paper quoted on a bank discount basis and expressed as a decimal, and "M"
refers to the actual number of days in the interest period for which interest
is being calculated.

     Determination of LIBOR. On each Interest
Determination Date, the calculation agent will determine LIBOR as follows:

             
·           
If "LIBOR Telerate" is specified on the face of this Note, LIBOR

                           
will be the rate for deposits in the LIBOR currency having the

                           
Index Maturity described on the face of this Note on the

                           
applicable Interest Determination Date, as such rate appears

                           
on the designated LIBOR page as of 11:00 A.M., London time,

                           
on that Interest Determination Date.

             
·            
If "LIBOR Reuters" is described on the face of this Note,

                            
LIBOR will be the average of the offered rates for deposits in

                            
the LIBOR currency having the Index Maturity described on

                            
the face of this Note on the applicable Interest Determination

                            
Date, as such rates appear on the designated LIBOR page of

                            
11:00 A.M., London time, on that Interest Determination Date,

                            
if at least two such offered rates appear on the designated

                            
LIBOR page.

      If the face of the Note does not specify
"LIBOR Telerate" or LIBOR Reuters," the LIBOR Rate will be LIBOR Telerate.
In addition, if the designated LIBOR page by its terms provides only for
a single rate, that single rate will be used regardless of the foregoing
provisions requiring more than one rate.

     On any Interest Determination Date on which
fewer than the required number of applicable rates appear or no rate appears
on the applicable designated LIBOR page, the calculation agent will determine
LIBOR as follows:

                  
·       LIBOR will be determined
on the basis of the offered rates

                           
at which deposits in the LIBOR currency having the Index

                           
Maturity described on the face of this note on the Interest

                           
Determination Date and in a principal amount that is representative

                           
of a single transaction in that market at that time are offered by

                           
four major banks in the London interbank market at approximately

                          
11:00 A.M., London time, on the Interest Determination Date to

                           
prime banks in the London interbank market. The calculation agent

                           
will select the four banks and request the principal London office of

                           
each of those banks to provide a quotation of its rate. If at least two

                           
quotations are provided, LIBOR for that Interest Determination

                           
Date will be the average of those quotations.

                
·         If fewer
than two quotations are provided as mentioned above,

                           
LIBOR will be the average of the rates quoted by three major

                           
banks in the Principal Financial Center selected by the calculation

                           
agent at approximately 11:00 A.M., in the Principal Financial

                           
Center, on the Interest Determination Date for loans to leading

                           
European banks in the LIBOR currency having the Index

                           
Maturity designated on the face of this note on the Interest

                           
Determination Date and in a principal amount that is representative

                           
for a single transaction in that market at that time. The calculation

                           
agent will select the three banks referred to above.

                 
·        If fewer than
three banks selected by the calculation agent

                           
are quoting as mentioned above, LIBOR will remain LIBOR

                           
then in effect on the Interest Determination Date.

     "Principal Financial Center" is generally the
capital city of the country of the specified LIBOR Currency; however, for
U.S. dollars, Australian dollars, Canadian dollars, Deutsche marks, Italian
lire and Swiss francs, the "Principal Financial Center" is New York, Sydney
and (solely in the case of the specified currency) Melbourne, Toronto,
Frankfurt, Milan and Zurich, respectively.

      Determination of Federal Funds Rate.
The "Federal Funds Rate" for any Interest Determination Date is the rate
on that date for Federal Funds, as published in H.15(519) prior to 3:00
P.M., New York City time, on the calculation date for that Interest Determination
Date under the heading "Federal Funds (Effective)" and/or displayed on
Bridge Telerate, Inc. (or any successor service) on page 120 (or any other
page as may replace the specified page on that service) ("Telerate Page
120").

     The following procedures will be followed if
the Federal Funds Rate cannot be determined as described above:

               
·          
If the above rate is not published in H.15(519) by 3:00 P.M.,

                            
New York City time, on the calculation date or does not appear

                            
on Telerate Page 120, the Federal Funds Rate will be the rate

                            
on that Interest Determination Date, as published in H.15 Daily

                            
Update, or such other recognized electronic source for the

                            
purposes of displaying the applicable rate, under the caption

                            
"Federal Funds (Effective)".

               
·          
If that rate is not published in H.15 Daily Update by 3:00 P.M.,

                            
New York City time, on the calculation date, then the calculation

                            
agent will determine the Federal Funds Rate to be the average

                            
of the rates for the last transaction in overnight federal funds

                             
quoted by three leading brokers of Federal Funds transactions

                             
in New York City, selected by the calculation agent, as of

                             
9:00 A.M., New York City time, on that Interest Determination Date.

                
·          
If fewer than three brokers selected by the calculation agent are

                             
quoting as mentioned above, the Federal Funds Rate will be the

                              
Federal Funds Rate in effect on that Interest Determination Date.

     Determination of Prime Rate. The "Prime
Rate" for any Interest Determination Date is the prime rate or base lending
rate on that date, as published in H.15(519) by 9:00 A.M., New York City
time, on the Calculation Date for that Interest Determination Date under
the heading "Bank Prime Loan".

The following procedures will be followed if the Prime Rate cannot be
determined as described above:

                 
·            
If the rate is not published in H.15(519) by 3:00 P.M.,

                                
New York City time, on the Calculation Date, then the

                                
Prime Rate will be the rate as published in H.15 Daily

                                
Update, or such other recognized electronic source used

                                
for the purpose of displaying the applicable rate, under the

                                
caption "Bank Prime Loan."

                 
·            
If that rate information is not provided by 3:00 P.M.,

                                
New York City time, then the calculation agent will

                                 
determine the Prime Rate based on the rates as they

                                 
appear on the Reuters screen US PRIME 1. If at least

                                 
one rate, but fewer than four rates appear on the Reuters

                                 
screen US PRIME 1 on the Interest Determination Date,

                                  
then the Prime Rate will be the average of the prime rates

                                  
or base lending rates quoted (on the basis of the actual

                                   
number of days in the year divided by a 360-day year)

                                  
as of the close of business on the Interest Determination

                                  
Date by four major money center banks in New York City

                                  
selected by the calculation agent.

                   
·             
If fewer than two rates appear on the Reuters screen as

                                   
US PRIME 1, then the Prime Rate will be the average

                                    
of the Prime Rates furnished in New York City by the

                                   
appropriate number of substitute banks or trust companies

                                   
(all organized under the United States or any of its states

                                   
and having total equity capital of at least $500,000,000)

                                   
selected by the calculation agent, on the Interest Determination Date.

                  
·              
If the banks selected by the calculation agent are not

                                   
quoting as mentioned above, the Prime Rate will remain

                                   
the Prime Rate then in effect on the Interest Determination

                                   
Date.

     "Reuters screen US PRIME 1" means the display
designated as page "US PRIME 1" on the Reuters Monitor Money Rates Service
(or such other page as may replace the US PRIME 1 page on that service
for the purpose of displaying prime rates or base lending rates of major
United States banks).

     Determination of Treasury Rate. The
"Treasury Rate" for any Interest Determination Date is the rate set at
the auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity described on the face of this note, as published
in H.15(519) by 3:00 P.M., New York City time, on the calculation date
for that Interest Determination Date under the heading "U.S. Government
Securities-Treasury bills-auction average (investment)" and/or displayed
on Bridge Telerate, Inc. (or any successor service) on page 56 (or any
other page as may replace that page on that service) ("Telerate Page 56")
or page 57 (or any other page as may replace that page on that service)
("Telerate Page 57").

The following procedures will be followed if the Treasury Rate cannot
be determined as described above:

           
·          
If the rate is not published in H.15(519) by 3:00 P.M.,

                        
New York City time, or displayed on Telerate Page 56

                        
or Telerate Page 57 on the calculation date, the Treasury

                        
Rate will be the auction average rate (expressed as a bond

                        
equivalent on the basis of a year of 365 or 366 days, as

                        
applicable, and applied on a daily basis) as otherwise

                        
announced by the United States Department of the Treasury

                        
on the calculation date.

            
·          
If the results of the most recent auction of Treasury bills

                          
having the Index Maturity described on the face of this

                          
note are not published or announced as described above

                          
by 3:00 P.M., New York City time, on the calculation date,

                          
or if no auction is held on the Interest Determination Date,

                          
then the calculation agent will determine the Treasury Rate

                          
to be a yield to maturity (expressed as a bond equivalent,

                          
on the basis of a year of 365 or 366 days, as applicable,

                          
and applied on a daily basis) of the average of the secondary

                          
market bid rates, as of approximately 3:30 P.M., New York

                         
City time, on the Interest Determination Date of three leading

                          
primary United States government securities dealers, selected

                          
by the calculation agent, for the issue of Treasury bills with a

                           
remaining maturity closest to the Index Maturity described on

                           
the face of this note.

             
·           
If fewer than three dealers selected by the calculation agent

                           
are quoting as mentioned above, the Treasury Rate will

                           
remain the Treasury Rate then in effect on that Interest

                           
Determination Date.

      Determination of CMT Rate. The
"CMT Rate" for any Interest Determination Date is the rate displayed on
the Designated CMT Telerate Page by 3:00 P.M., New York City time, on the
calculation date for that Interest Determination Date under the caption
"..Treasury Constant Maturities..Federal Reserve Board Release H.15..Mondays
Approximately 3:45 P.M.," under the column for the Index Maturity described
in the pricing supplement for:

(i)      if the Designated CMT Telerate Page
is displayed on Bridge Telerate, Inc. (or any successor service) on page
7051 (or any page as may replace that page on that service), such Interest
Determination Date; or
(ii)     if the Designated CMT Telerate Page is
displayed on Bridge Telerate, Inc. (or any successor service) on page 7052
(or any page as may replace that page on that service) ("Telerate Page
7052"), the week, or the month, ended immediately preceding the week in
which the related Interest Determination Date occurs.

     The following procedures will be used if the CMT
Rate cannot be determined as described above:

             
·      If the rate is not displayed
on the relevant page by 3:00 P.M.,

                     
New York City time, on the calculation date, then the CMT

                     
Rate will be the Treasury constant maturity rate for the Index

                     
Maturity, as published in H.15(519).

             
·      If that rate is not published
in H.15(519) by 3:00 P.M., New

                    
York City time, on the calculation date, then the CMT Rate will

                     
be the Treasury constant maturity rate (or other United States

                     
Treasury rate) for the Index Maturity for the Interest Determination

                     
Date as may then be published by either the Board of Governors

                     
of the Federal Reserve System or the United States Department

                     
of the Treasury that the calculation agent determines to be comparable

                      
to the rate formerly displayed on the Designated CMT Telerate

                      
Page and published in H.15(519).

              
·      If that information is not
provided by 3:00 P.M., New York

                      
City time, on the calculation date, then the calculation agent will

                      
determine the CMT Rate to be a yield to maturity based on the

                      
average of the secondary market closing offer side prices, as

                      
of approximately 3:30 P.M., New York City time, on the Interest

                      
Determination Date reported, according to their written records,

                      
by three leading primary United States governmental securities

                      
dealers (each, a "Reference Dealer") in New York City. The

                      
calculation agent will select five Reference Dealers and will

                      
eliminate the highest quotation (or, in the event of equality, one

                      
of the highest quotations) and the lowest quotation (or, in the event

                      
of equality, one of the lowest equations), for the most recently issued

                      
direct noncallable fixed rate obligations of the United States ("Treasury

                       
Notes") with an original maturity of approximately the Index Maturity

                      
and a remaining term to maturity of not less than the Index Maturity

                       
minus one year.

              
·       If the calculation
agent cannot obtain three Treasury Note

                       
quotations, the calculation agent will determine the CMT Rate to

                        
be a yield to maturity based on the average of the secondary market

                        
offer side prices as of approximately 3:30 P.M., New York City time,

                        
on the Interest Determination Date of three Reference Dealers in New

                        
York City (selected using the same method described above) for

                        
Treasury Notes with an original maturity of the number of years that

                        
is the next highest to the Index Maturity and a remaining term to

                        
maturity closest to the Index Maturity and in an amount of at

                        
least $100,000,000.

              
·        If three or four,
but not five Reference Dealers are quoting as

                        
described above, then the CMT Rate will be based on the average

                        
of the offered rates obtained and neither the highest nor the lowest

                        
of those quotations will be eliminated.

              
·         If fewer
than three Reference Dealers selected by the calculation

                         
agent are quoting as described above, the CMT Rate will remain

                         
the CMT Rate then in effect on the Interest Determination Date.

     "Designation CMT Telerate Page" means the display
page on the Bridge Telerate, Inc. specified on the face of this note (or
any other replacement page displaying Treasury Constant Maturity as reported
in H.15(519)). If no such page is specified on the face of this note, the
Designated CMT Telerate Page shall be Telerate Page 7052 for the most recent
week.

     Notwithstanding the foregoing, the interest
rate hereon shall not be greater than the Maximum Interest Rate, if any,
or less than the Minimum Interest Rate, if any, specified on the face hereof,
and the interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by
United States law of general application.

     The calculation agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each calculation
date. At the request of the registered holder hereof, the calculation agent
will provide to such holder hereof the interest rate hereon then in effect
and, if determined, the interest rate which will become effective as of
the next Interest Reset Date.

     The provisions of Article Fourteen of the Indenture
do not apply to Securities of this Series.

     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
u 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 (premium on, if any) 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.

     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.

     The Notes are issuable only as registered Notes
without coupons in denominations of $1,000 and any integral multiple 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.

     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, the Trustee or the Issuing and
Paying Agent may treat the entity 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 shall be affected by notice to the contrary.

     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
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.










 
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.









[OPTION TO ELECT REPAYMENT]


     The undersigned hereby irrevocably request(s)
and instruct(s) the Corporation to repay this Note (or portion hereof specified
below) pursuant to its terms at a price equal to the principal amount hereof
together with interest to the repayment date, to the undersigned, at

_______________________________________________________________________

________________________________________________________________________.

(Please print or typewrite name and address of the undersigned)

     For this Note to be repaid, the Trustee (or
any duly appointed paying agent) must receive at ______________, or at
such other place or places of which the Corporation shall from time to
time notify the registered holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown on the
face hereof, this Note with this "Option to Elect Repayment" form duly
completed.

     If less than the entire principal amount of
this Note is to be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the registered holder elects to have repaid
and specify the denomination or denominations (which shall be $__________
or an integral multiple Of $1,000 in excess of $__________) of the Notes
to be issued to the registered holder for the portion of this Note not
being repaid (in the absence of any such specification, one such Note will
be issued for the portion not being repaid).

$___________________          
________________________________________

                                         
          
NOTICE: The signature on this

                                         
          
Option to Elect Repayment must

Date:_______________              
correspond with the name as written

                                         
           
upon the face of this Note in every

                                         
           
particular, without alteration or

                                         
           
enlargement or any change whatever.







RENEWABLE NOTE RIDER


      The Corporation and the purchaser of
this Note have agreed that this Note is a Renewable Note which initially
matures on the Stated Maturity Date shown on the face hereof. At each Renewal
Date, as specified below, the maturity of this Note will be automatically
extended to the corresponding New Maturity Date, as specified below, unless
the registered holder of this Note elects to terminate the automatic extension
of the maturity of this Note or any portion hereof and delivers a completed
Extension Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the applicable Renewal
Date. The Extension Termination Notice may specify all or a portion of
the outstanding principal amount of the Note so long as the principal amount
of the Note remaining outstanding after repayment is an integral multiple
of $1,000. Upon timely delivery of such Extension Termination Notice, the
term of the principal amount of this Note subject to such notice will be
deemed automatically to mature on the Stated Maturity Date or the then
applicable New Maturity Date, as the case may be. The remaining principal
balance of such Note, if any, will be deemed to automatically be extended
to the corresponding New Maturity Date but in no circumstances may such
maturity be extended beyond the Final Maturity Date set forth below. An
election to terminate the automatic extension of the maturity hereof shall
be irrevocable and binding on each holder hereof. Notwithstanding any such
extension, the interest rate applicable to this Note will continue to be
calculated as set forth in this Note.

 

STATED MATURITY DATE:_________________________________

FINAL MATURITY DATE:__________________________________

        Renewal Date(s)                             
New Maturity Date(s)

 

 






















EXTENDIBLE NOTE RIDER


     The Corporation and the purchaser of this Note
have agreed that this Note is an Extendible Note, whereby the Corporation
has the option to extend the maturity of this Note for one or more whole
year periods, as set forth below (each, an "Extension Period"), up to but
not beyond the Final Maturity Date set forth below, under the terms of
this Note as supplemented by this Extendible Note Rider.

                          
Stated Maturity Date:  __________________

                          
Final Maturity Date:  ___________________

 

 

 
	
Extension Notice

      Due Date 
	
Extended

Maturity Date

		
		
		
		




     The Corporation may exercise its option with
respect hereto by delivery to the Trustee (or any duly appointed paying
agent) of notice of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity Date originally in effect with respect hereto
or, if the Stated Maturity Date has already been extended, prior to the
maturity date then in effect (each, an "Extended Maturity Date"). After
such receipt and not later than 40 days prior to the Stated Maturity Date
or an Extended Maturity Date, as the case may be (each, a "Maturity Date"),
the Trustee (or any duly appointed Paying Agent) will mail first class
mail, postage prepaid, to the registered holder hereof a notice (the "Extension
Notice") relating to such extension period (the "Extension Period") setting
forth (i) the election of the Corporation to extend the maturity hereof,
(ii) the new Extended Maturity Date, (iii) the Spread and/or Spread Multiplier
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices at which
such redemption may occur during the Extension Period. Upon the mailing
by the Trustee (or any duly appointed Paying Agent) of an Extension Notice
to the registered holder hereof, the maturity hereof shall be extended
automatically as set forth in such Extension Notice, and, except as modified
by the Extension Notice and as described in the next paragraph, this Note
will have the same terms as prior to the mailing of such Extension Notice.

     Notwithstanding the foregoing, not later than
20 days prior to the Maturity Date hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation may,
at its option, revoke the Spread and/or Spread Multiplier provided for
in the Extension Notice and establish a higher Spread and/or Spread Multiplier
for the Extension Period by mailing or causing the Trustee (or any duly
appointed paying agent) to mail notice of such higher Spread and/or Spread
Multiplier, first class mail, postage prepaid, to the registered holder
hereof. Such notice shall be irrevocable. Thereafter, this Note will bear
such Spread and/or Spread Multiplier for the Extension Period.

     If the Corporation elects to extend the maturity
hereof, the registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at a price
equal to the principal amount hereof plus any accrued and unpaid interest
to such date. In order for this Note to be so repaid on the Maturity Date,
the Corporation must receive, at least 15 days but not more than 30 days
prior to the Maturity Date then in effect with respect hereto, (i) this
Note with the form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange, or the National Association
of Securities Dealers, Inc. or a commercial bank or trust company in the
United States setting forth the name of the registered holder hereof, the
principal amount hereof to be repaid, the certificate number or a description
of the tenor and terms hereof, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note, together with
the duly completed form entitled "Option to Elect Repayment" attached hereto,
will be received by the Trustee (or any duly appointed paying agent) not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter, provided, however, that such telegram,
telex, facsimile transmission or letter shall only be effective if this
Note and duly completed form are received by the Trustee (or any duly appointed
paying agent) by such fifth Business Day. Such option may be exercised
by the registered holder hereof for less than the aggregate principal amount
hereof then outstanding, provided that the principal amount hereof remaining
outstanding after repayment is an integral multiple of $1,000.