Exhibit 4.5



 





Exhibit 4.5




[FORM OF REGISTERED SUBORDINATED NOTE]



THIS NOTE 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 NOTE 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 MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



Unless this Note is presented by an authorized representative of The Depository Trust Company, a
New York corporation (55 Water Street, New York, New York) (“DTC”), to the Corporation or its agent
for registration of transfer, exchange or payment, and this Note is registered in the name of Cede
& Co. or such other name as requested by an authorized representative of DTC, and unless ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.



THIS NOTE IS NOT A SAVINGS ACCOUNT, A DEPOSIT OR OTHER OBLIGATION OF A BANK, IS NOT 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. THIS NOTE IS SUBORDINATED
TO CLAIMS OF DEPOSITOR, IS UNSECURED, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF
AMERICA CORPORATION OR BANK OF AMERICA, N.A.




	 	 	 	 	 	 	 	 	 
	REGISTERED	 	 	 	 	 	$                                         
	NUMBER R-

	 	 	 	 
	 	CUSIP:	 	 
	 

	 	 
	 	 	 	 	 	 





BANK OF AMERICA CORPORATION

____% SUBORDINATED NOTES, DUE 20__




     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 its registered assigns, the principal sum
of                       
                   DOLLARS
($          
            ) on March 15, 20___(except to the extent
redeemed or repaid prior to that date). The Corporation will pay interest on such principal sum at
the rate of ___% per annum, until payment of such principal sum has been made or duly provided
for, semi-annually in arrears on March 15 and September 15 of each year (each, an “Interest Payment
Date”). Interest shall be payable commencing on the first Interest Payment Date succeeding the
Original Issue Date (as defined below) of this Note, and at the stated maturity (the “Maturity
Date”) or earlier redemption or repayment. If the Corporation shall default in the payment of
interest due on any Interest Payment Date, then this Note shall bear interest from the next
preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid
on the Notes, from                 
           , 2007 (the “Original Issue Date”).



     Interest on this Note will accrue from the Original Issue Date of this Note until the
principal amount is paid or duly provided for. Interest (including payments for partial periods)
will be computed on the basis of a 360-day year of twelve 30-day months. Interest payable on this
Note on any Interest Payment Date or the Maturity Date, as the case may be, 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, if no interest has
been paid or duly provided for) to, but excluding, the Interest Payment Date or the Maturity Date,
as the case may be. If the Maturity Date or an Interest Payment Date falls on a day which is not a
Business Day (as defined below), principal of or interest payable with respect to such Maturity
Date or Interest Payment Date will be paid on the succeeding Business Day



 









 






with the same force and effect as if made on such Maturity Date or Interest Payment Date, as
the case may be, and no additional interest shall accrue as a result of that postponement. 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 record date
for such Interest Payment Date, whether or not a Business Day. The “Record Date” for the Notes
shall be the close of business on the first day of the calendar month in which an Interest Payment
Date occurs. “Business Day” means any weekday that is not a legal holiday in New York, New York or
Charlotte, North Carolina and that is 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 in the
Indenture. However, 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 Issuing and Paying Agent, at The Bank of New York Trust Company, N.A., 101 Barclay
Street, New York, New York 10286. Any interest not punctually paid or duly provided for shall be
payable as provided in such Indenture.



     References herein to “U.S. dollars,” “U.S.$,” or “$” are to the coin or currency of the United
States at the time of payment is legal tender for the payment of public and private debts.



     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.



2









 





     IN WITNESS WHEREOF, the Corporation has caused this Note to be duly executed, by manual or
facsimile signature, under its corporate seal or a facsimile thereof.



	 	 	 	 	 
	 	 	BANK OF AMERICA CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	[SEAL]	 	Title: Senior Vice President
	 
	 	 	 	 
	ATTEST:
	 	 	 	 
	 
	 	 	 	 
	By:                                                             
	 	 	 	 
	    Assistant Secretary
	 	 	 	 






3









 





Certificate of Authentication




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



	 	 	 	 	 
	Dated:                                         , 2007
	 	 	 	 
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






4









 





[Reverse of Note]




BANK OF AMERICA CORPORATION

____% SUBORDINATED NOTES, DUE 20__




     SECTION 1. General. This Note is one of a duly authorized series of Securities of
the Corporation unlimited in aggregate principal amount issued and to be issued under an Indenture
dated as of January 1, 1995 (as supplemented from time to time, the “Indenture”), between the
Corporation (successor to NationsBank Corporation) and The Bank of New York Trust Company, N.A., as
successor to The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of the Corporation,
the Trustee and the holders of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered. The series of which this Note is a part is designated as the
Corporation’s ___% Subordinated Notes, due 20___(herein called the “Notes”), initially in the
aggregate principal amount of $__________. The amount of Notes of this series may be increased by
the Corporation in the future. The Trustee initially shall act as Security Registrar,
Authenticating Agent, Transfer Agent, and Issuing and Paying Agent in connection with the Notes.



     SECTION 2. Subordination. THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE
NOTES, INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE EXTENT AND IN THE MANNER
SET FORTH IN THE INDENTURE, SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO
HOLDERS OF SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER OF THE NOTES, BY THE
ACCEPTANCE HEREOF, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS OF THE INDENTURE.



     SECTION 2. No Sinking Fund. The Notes are not subject to any sinking fund.



     SECTION 3. Redemption and Repayment. The Notes of this series are not subject to
redemption at the option of the Corporation or repayment at the option of the holder prior to
maturity. 



     SECTION 4. Defeasance. The provisions of Sections 14.02 and 14.03 of the Indenture
do not apply to the Notes.



     SECTION 5. Events of Default. If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy of the Corporation) shall occur with respect to the Notes,
the principal of, interest accrued on, and other amounts then payable on, the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture. THERE IS NO RIGHT OF
ACCELERATION PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT OF INTEREST OR THE
PERFORMANCE OF ANY OTHER COVENANT BY THE CORPORATION.



     SECTION 6. Modifications and Waivers. The Indenture permits, with certain exceptions
as therein provided, the amendment of the Indenture and the modification of the



5









 






rights and obligations of the Corporation and the rights of the holders of the Notes under the
Indenture at any time by the Corporation with the consent of the holders of not less than 66 2/3%
in aggregate principal amount of the Notes then outstanding and all other Securities then
outstanding under the Indenture and affected by such amendment and modification. The Indenture
also contains provisions permitting the holders of a majority in aggregate principal amount of the
Notes then outstanding and all other Securities then outstanding under the Indenture and affected
thereby, on behalf of the holders of all such Securities, to waive compliance by the Corporation
with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent or waiver is made upon this Note.



     No 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.



     SECTION 7. Obligations Unconditional. 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.



     SECTION 8. Authorized Denominations. The Notes are issuable only as registered Notes
without coupons in the denominations of $100,000 and any integral multiple in excess thereof. As
provided in the Indenture, and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of different authorized denominations,
as requested by the holder surrendering the same.



     SECTION 9. Registration of Transfer. As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Note may be registered on the Security
Register of the Corporation relating to the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by it pursuant to the Indenture,
duly endorsed by, or accompanied by a written 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 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



6









 






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), interest, and other amounts payable 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.



     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, assessment, or other
governmental charge, including, without limitation, any withholding tax, payable in connection
therewith.



     Prior to due presentment for registration of transfer of this Note, the Corporation, the
Trustee, the Issuing and Paying Agent, and any agent of the Corporation may treat the person in
whose name this Note is registered as the owner hereof for all purposes.



     SECTION 10. Authentication Date. The Notes of this series shall be dated the date of
their authentication.



     SECTION 11. Defined Terms. All terms used in this Note which are not defined herein,
but are defined in the Indenture shall have the meanings assigned to them in the Indenture.



     SECTION 12. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS.



7









 





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—	 	____________________________	 	as Custodian for	 ___________________________
	 

	 	 	 	 	 	(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.





8