Form of Senior Medium-Term Note, Series I (Fixed 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 FXR _________                                      
                   
CUSIP 06050M _____


BANK OF AMERICA CORPORATION

MEDIUM-TERM SENIOR NOTE, SERIES I

(Fixed Rate)


ORIGINAL ISSUE DATE:

INTEREST RATE:

STATED MATURITY DATE:

FINAL MATURITY DATE:

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE:

PERCENTAGE REDUCTION:

OPTIONAL REPAYMENT DATE(S):

ADDITIONAL TERMS:

           
/  /       This Note is a Renewable
Note.

                        
See Attached Rider.

           
/  /        This Note is an Extendible
Note.

                        
See Attached Rider.

     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 _________________________________________ 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 on said principal
sum, semi-annually in arrears on ____________ and __________ of each year
(each an "Interest Payment Date"), at the Interest Rate per annum specified
above, until payment of such principal sum has been made or duly provided
for, commencing on 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 payable
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
on the basis of a 360-day year of twelve 30-day months. Interest payments
will be in 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 with respect hereto)
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 or interest
payable with respect to such Maturity Date or Interest Payment Date will
be paid on the next Business Day with the same force and effect as if made
on such Maturity Date or Interest Payment Date, as the case may be, and
no additional interest shall accrue for the period from and after such
Maturity Date or Interest Payment 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 Regular Record Date, which shall be the __________ or
the ___________, whether or not a Business Day, as the case may be, immediately
preceding such Interest Payment 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 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 and (2) not a day on which banking institutions
in those cities are authorized or required by law or regulation to be closed.

     The principal of 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 (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 (the "Corporate Trust Office").

     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 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:

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:_____________

 

 

                                          
                             
THE BANK OF NEW YORK,

                                         
                               
as Trustee

 

                                          
                              
By:__________________________

                                         
                                        
Authorized Signatory

 

                                          
                  




[Reverse of Note]

BANK OF AMERICA CORPORATION

MEDIUM-TERM SENIOR NOTE, SERIES I

(Fixed 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 (successor in interest to U.S. Bank Trust National Association, as
successor trustee to BankAmerica National Trust Company, herein called
the "Trustee," which term includes any successor trustee under the Indenture),
as supplemented by a First Supplemental Indenture dated as of September
18, 1998 and a Second Supplemental Indenture dated as of May 7, 2001, 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 Senior Medium-Term Notes,
Series I, limited in aggregate principal amount to $3,000,000,000. The
Trustee shall initially act as Security Registrar, Authenticating and Paying
Agent in connection with the Notes. The Notes may bear different dates,
mature at different times, bear interest at different rates and vary in
such other ways as are provided in 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 on the Optional Repayment Date(s), if any,
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 entitled "Option to Elect Repayment" below 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.

     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 (i) the Corporation's failure to pay principal of (or premium, if any,
on) the Notes when due, or to pay interest on the Notes within 30 days
after the same becomes due, (ii) the Corporation's breach of its other
covenants contained in this Note or in the Indenture, which breach is not
cured within 90 days after written notice by the Trustee or by the holders
of at least 25% in outstanding principal amount of all Securities issued
under the Indenture and affected thereby and (iii) certain events involving
the bankruptcy, insolvency or liquidation of the Corporation) shall occur
with respect to the Notes, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the holders
of the Notes under the Indenture at any time by the Corporation with the
consent of the holders of not less than 66 2/3% in aggregate principal
amount of the Notes then outstanding and all other Securities then outstanding
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 Notes then outstanding and all other Securities
then outstanding under the Indenture and affected thereby, on behalf of
the holders of all 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.

     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 $l,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

DATE: __________________                   
Option to Elect Repayment must

                                         
                          
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 interest rate 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 interest rate provided for in the Extension Notice
and establish a higher interest rate for the Extension Period by mailing
or causing the Trustee (or any duly appointed paying agent) to mail notice
of such higher interest rate, first class mail, postage prepaid, to the
registered holder hereof. Such notice shall be irrevocable. Thereafter,
this Note will bear such higher interest rate 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.