Form of Senior Medium-Term Note, Series I (Indexed Note)


THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY
IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A
TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
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 _______                                       
                               
CUSIP 06050_ _____


BANK OF AMERICA CORPORATION

MEDIUM-TERM SENIOR NOTE, SERIES I

(Indexed Note)


/ /  SEE THE ATTACHED PRINCIPAL REPAYMENT                            
BASE RATE:

      AMOUNT RIDER for a description
of the                                         
  
(if applicable, check one)

      PRINCIPAL REPAYMENT AMOUNT
and its calculation.               
___CD Rate

                                       
                                          
                                          
___Commercial Paper Rate

/ /  SEE THE ATTACHED INTEREST PAYMENT AMOUNT                
___LIBOR ____________

     RIDER for a description of the
INTEREST                                         
    
___Federal Funds Rate

     PAYMENT AMOUNT and its calculation                             
                
___Prime Rate

                                       
                                          
                                           
;
___Treasury Rate

                                       
                                          
                                           
;
___CMT Rate

ORIGINAL ISSUE DATE:                                    
                                          
        
CMT TeleratePage:__________

STATED MATURITY DATE:                                    
                                          
CMT Maturity Index:________

FINAL MATURITY DATE:                                    
                                       
___Other:____________________

INITIAL INTEREST RATE:                                   
                                          
                
____________________

INDEX MATURITY FOR INITIAL                                   
                                          
   
____________________

INTEREST RATE (IF DIFFERENT):

INDEX MATURITY:

INDEX MATURITY FOR FINAL

INTEREST PAYMENT PERIOD (IF DIFFERENT):

SPREAD:

SPREAD MULTIPLIER:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:                                   
                                        
/ / This Note is a Renewable Note.

INTEREST PAYMENT DATES:                                   
                                           
;
See Attached Rider

INTEREST RESET DATES:

INTEREST RESET PERIOD:

INITIAL REDEMPTION DATE:                                   
                                      
/ / This Note is an

INITIAL REDEMPTION PERCENTAGE:                                  
                               
Extendible Note.

ANNUAL REDEMPTION PERCENTAGE REDUCTION:                                 
   
See Attached Rider.

OPTIONAL REPAYMENT DATE(S):

CALCULATION AGENT:

ADDITIONAL TERMS:

MINIMUM DENOMINATIONS

 

         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, that amount calculated according to the terms of the attached
Principal Repayment Amount Rider (the "Principal Repayment Amount") on
the Stated Maturity Date specified above (except to the extent redeemed,
repaid or converted prior to the Stated Maturity Date or unless stated
otherwise), and, for interest-bearing notes, to pay interest (i) on the
face amount at a rate per annum equal to the Initial Interest Rate specified
above until the initial Interest Reset Date as specified above and thereafter
at a rate determined in accordance with (A) the provisions set forth in
the attached Interest Payment Amount Rider (the "Interest Payment Amount")
and (B) to the extent applicable, the provisions on the reverse hereof,
and the Base Rate and Index Maturity specified above, until the Principal
Repayment Amount is paid or duly made available for payment (if required
pursuant to the terms of the Principal Repayment Amount Rider, or (ii)
as otherwise provided for on the Interest Payment Amount Rider. For interest-bearing
Notes, 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 Repayment Amount is paid and will
be computed as hereinafter described.

       Unless stated otherwise, 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 or duly provided for) 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, the Principal Repayment Amount 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 indebtedness 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 Repayment Amount shall be payable. Any such interest
not punctually paid or duly provided for shall be payable as provided in
the Indenture. As used herein, except to the extent otherwise provided
under the Principal Repayment Amount and Interest Payment Amount Riders
"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 New York, New York, or Charlotte, North Carolina are authorized
or required by law or regulation to be closed and (3) if the Base Rate
is LIBOR, is a day on which commercial banks are open for business (including
dealings in LIBOR currency) in London, England.

         Except to the extent
otherwise provided under the Principal Repayment Amount and Interest Payment
Amount Riders, 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 (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 and on the attached Riders, 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 the 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 SENIOR NOTE, SERIES I

(Indexed Note)


          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 in interest to NationsBank
Corporation) and The Bank of New York (successor in interest to U.S. Bank
Trust National Association, 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 (herein called the "Notes"), initially limited in aggregate
principal amount to $3,000,000,000.

          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
the Optional Repayment Date(s) are indicated on the face hereof. IF
NO OPTIONAL REPAYMENT DATES OR CONVERSION FEATURES ARE SET FORTH ON THE
FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID OR CONVERTED 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 or as otherwise provided on the Principal
Repayment Amount Rider. 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") or as otherwise provided on the Principal Repayment Amount Rider.
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 face 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.

          To the extent
not inconsistent with the provisions set forth on the Interest Payment
Amount Rider, 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, if necessary, on a rider
to this Note.

            
Except as described below and on the Interest Payment Amount Rider, this
Note will bear interest, if any, 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. Otherwise, the Interest
Determination Date shall be determined in accordance with the provisions
set forth on the Interest Payment Amount Rider.

            To
the extent not inconsistent with the Interest Payment Amount Rider, 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 (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 the
Indenture, which breach is not cured within 90 days after written notice
by the Trustee or the holders of at least 25% in outstanding principal
amount of all Securities issued under the Indenture and affected thereby,
and (iii) certain events involving the bankruptcy, insolvency or liquidation
of the Corporation) shall occur with respect to the Notes, the Principal
Repayment Amount 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 the 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 Repayment Amount 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
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 or in such minimum denominations as are
set forth on the face of this Note. 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 any 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 the Principal
Repayment Amount and interest, notices and voting. Transfer of the Principal
Repayment Amount and interest to participants of DTC will be the responsibility
of DTC, and transfer of the Principal Repayment Amount 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 Repayment 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 Repayment Amount of this Note is to be repaid, specify
the portion hereof (which shall be in increments of $1,000) which the 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 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 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 (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 of such Note. Such notice shall be irrevocable.
Thereafter this Note will bear such higher 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 Repayment
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 Repayment Amount hereof,
the Principal Repayment Amount 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 to be repaid, 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 Repayment Amount hereof then
outstanding, provided that the Principal Repayment Amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.







 
BANK OF AMERICA CORPORATION

Medium-Term Senior Note, Series I

PRINCIPAL REPAYMENT AMOUNT


[formula]

[supplemental amount]

[indexed item]

[valuation date]

[event of default]

[market disruption]

[conversion features and mechanics]

[ability to settle in stock or other non-cash property]

[other]



















BANK OF AMERICA CORPORATION

Medium-Term Senior Note, Series I
INTEREST PAYMENT AMOUNT RIDER


[formula]

[interest determination date]

[indexed item]

[delivery of securities or other non-cash property]

[other]