EX-4.5 FORM OF B.O.A. CORP. SUBORDINATED INTERNOTE






Exhibit 4.5




BANK OF AMERICA CORPORATION

Subordinated InterNotes®




MASTER REGISTERED GLOBAL SUBORDINATED NOTE




     This Note is a Global Note within the meaning of the Amended and Restated Indenture dated as
of July 1, 2001, as it may be supplemented from time to time (the “Indenture”), between Bank of
America Corporation and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New
York Trust Company, N.A.), as successor trustee (the “Trustee”) under the Indenture and is
registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). This
Note is not exchangeable for definitive or other Notes registered in the name of a person other
than DTC or its nominee, except in the limited circumstances described in the Indenture or in this
Note, and no transfer of this Note (other than a transfer as a whole by DTC to a nominee of DTC or
by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor
depository or a nominee of such successor depository) may be registered except in the limited
circumstances described in the Indenture.



     Unless this Note is presented by an authorized representative of DTC (55 Water Street, New
York, New York) to the Issuer 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 OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND IS NOT AN OBLIGATION OF OR GUARANTEED BY
BANK OF AMERICA, N.A. OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA CORPORATION.



     THE INDEBTEDNESS OF BANK OF AMERICA CORPORATION EVIDENCED BY THIS NOTE, INCLUDING THE
PRINCIPAL AND INTEREST THEREON, IS, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE,
SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO BANK OF AMERICA CORPORATION’S OBLIGATIONS TO HOLDERS
OF SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER OF THIS NOTE, BY THE
ACCEPTANCE HEREOF, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS OF THE INDENTURE.



      





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     This Note represents one or more obligations of Bank of America Corporation, a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter called the
“Company,” which term includes any successor Person under the Indenture), which may be issued by
the Company from time to time in one or more offerings up to the aggregate principal amount of
senior and subordinated retail medium-term notes (the “InterNotes®”) authorized by the
Company’s board of directors to be issued (each such obligation, a “Supplemental Obligation”). The
terms of each Supplemental Obligation are and will be reflected in this Note and in a prospectus
supplement and/or pricing supplement to the Company’s
prospectus, dated _______, 2008, relating to
such Supplemental Obligation, which prospectus and supplement(s) are or will be on file with the
Trustee, and which supplement(s) is (are) identified on Schedule 1 hereto (each such
prospectus supplement and pricing supplement, if any, together with such prospectus, a “Pricing
Supplement”). With respect to each Supplemental Obligation, the provisions of the applicable
Pricing Supplement hereby are incorporated by reference herein and are deemed to be a part of this
Note as of the Original Issue Date specified on Schedule 1. Each reference to “this Note”
includes and shall be deemed to refer to each Supplemental Obligation.



     With respect to each Supplemental Obligation, every term of this Note is subject to
modification, amendment or elimination through the incorporation by reference of the applicable
Pricing Supplement, whether or not the phrase “unless otherwise provided in the Pricing Supplement”
or language of similar import precedes the term of this Note so modified, amended or eliminated. It
is the intent of the parties hereto that, in the case of any conflict between the terms of a
Pricing Supplement and the terms herein, the terms of the Pricing Supplement shall control over the
terms herein with respect to the relevant Supplemental Obligation. Without limiting the foregoing,
in the case of each Supplemental Obligation, holders of beneficial interests in this Note are
directed to the applicable Pricing Supplement for a description of certain terms of such
Supplemental Obligation, including, as applicable, the manner of determining the principal amount
of and interest, if any, on such Supplemental Obligation, the dates, if any, on which the principal
amount of and interest, if any, on such Supplemental Obligation is determined and payable, the
amount payable upon any acceleration of such Supplemental Obligation and the principal amount of
such Supplemental Obligation deemed to be Outstanding for purposes of determining whether holders
of the requisite principal amount of Notes have made or given any request, demand, authorization,
direction, notice, consent, waiver or other action under the Indenture.



     This Note is a “Master Note,” which term means a Global Note that provides for incorporation
therein of the terms of Supplemental Obligations by reference to the applicable Pricing
Supplements, substantially as contemplated herein.



      





     The Company, for value received, hereby promises to pay to CEDE & CO., as nominee for DTC, or
its registered assigns, the principal amount specified in the applicable Pricing Supplement, as
adjusted in accordance with Schedule 1 hereto, on the Maturity Date specified in the
applicable Pricing Supplement (except to the extent redeemed or repaid prior to the Maturity Date),
and to pay interest thereon (i) in accordance with the provisions set forth on the reverse



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hereof in Section 2(a), if the InterNotes® are Fixed Rate Notes (as defined on the
reverse hereof), (ii) in accordance with the provisions set forth on the reverse hereof under the
Section 2(b), if the InterNotes® are Floating Rate Notes (as defined on the reverse
hereof), or (iii) in accordance with the provisions set forth in the applicable Pricing Supplement,
if the InterNotes® are Indexed Notes (as defined on the reverse hereof). “Maturity,”
when used herein, means the date on which the principal of the applicable series of
InterNotes®, or an installment of principal thereon, becomes due and payable in full in
accordance with the terms of this Note and the Indenture, whether at the Maturity Date or by
declaration of acceleration, call for redemption, prepayment at the holder’s option or otherwise.



     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, unless otherwise
specified in the Pricing Supplement, at the close of business on the first day of the calendar
month in which such Interest Payment Date occurs, whether or not such day is a Business Day
(referred to herein as the “Regular Record Date”), except that the Regular Record Date for the
final Interest Payment Date shall be the final Interest Payment Date; provided,
however, that the first payment of interest on any Series of InterNotes® with an
Original Issue Date 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, on
a date of redemption or repayment or in connection with the exercise of the Survivor’s Option (as
described on the reverse hereof) will be payable to the person to whom the principal hereof shall
be payable. The principal so payable, and punctually paid or duly provided for, at Maturity will be
paid to the person in whose name this Note is registered at the close of business on the Maturity
Date. Any such interest or principal not punctually paid or duly provided for shall be payable as
provided in this Note and in the Indenture.



     Payment of principal of, and premium, if any, and interest on, this Note due at Maturity will
be made in immediately available funds upon presentation and surrender of this Note at the office
of the Trustee maintained for that purpose, and in accordance with the procedures of DTC or any
successor depository; provided, that this Note is presented to the Trustee in time for the
Trustee to make such payment in accordance with its normal procedures. Payments of interest on this
Note (other than at Maturity) will be made by wire transfer to such account as has been
appropriately designated to the Trustee by the person entitled to such payments.



     The Company will pay any administrative costs imposed by any bank in making payments in
immediately available funds, but any tax, assessment or governmental charge imposed upon payments
hereunder, including, without limitation, any withholding tax, will be borne by the holder hereof.



     Reference is made to the further provisions of this Note set forth on the reverse hereof and
in the applicable Pricing Supplement, which provisions shall have the same effect as though fully
set forth herein. In the event of any conflict between the provisions contained herein or on the
reverse hereof and the provisions contained in the applicable Pricing Supplement, the latter



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shall control. References herein to “this Note,” “hereof,” “herein” and comparable terms shall
include the applicable Pricing Supplement.



     Unless the certificate of authentication hereon has been executed by the Trustee (or other
authentication agent duly appointed in accordance with the Indenture), by manual signature of an
authorized signatory, this Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, Bank of America Corporation has caused this instrument to be duly executed
on its behalf, by manual or facsimile signature.



	 	 	 	 	 
	Dated: ________, 2008	 	BANK OF AMERICA CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





CORPORATE SEAL




 

 

ATTEST:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Title:

	 	Assistant Secretary
	 	 






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CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	Dated: ________, 2008 	THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A., 

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[Reverse of Note]




BANK OF AMERICA CORPORATION

Subordinated InterNotes®




MASTER REGISTERED GLOBAL SUBORDINATED NOTE





     SECTION 1. General. This Note represents the Company’s duly authorized subordinated notes to
be issued in one or more series under the Indenture and to which Indenture reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company and the Trustee thereunder and the holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. The term Trustee shall include any
additional or successor trustee appointed in such capacity by the Company in accordance with the
terms of the Indenture. Each series of InterNotes® (each, a “Series”) also will be
issued pursuant to the Prospectus dated ________, 2008 (the “Prospectus”) and may have different
issue and Maturity Dates, bear interest at different rates and vary in such other ways as provided
in the Indenture and described in the Prospectus. The specific terms of each issuance of
InterNotes® will be described in a Pricing Supplement.



     The Company initially has appointed the Trustee to act as the Paying Agent, Note Registrar and
transfer agent for the InterNotes®. This Note may be presented or surrendered for
payment, and notices, designations or requests in respect of payments with respect to this Note may
be served, at the corporate trust office of the Trustee, located at 10161 Centurion Parkway,
Jacksonville, Florida 32256, or such other locations as may be specified by the Trustee and
notified to the Company and the registered holder of this Note.



     Unless specified otherwise in the applicable Pricing Supplement, the InterNotes®
will not be subject to a sinking fund.



SECTION 2. Interest Provisions.




     (a) Fixed Rate Notes. If a Series of InterNotes® bears interest at a fixed
rate (the “Fixed Rate Notes”), the Company will pay interest on the principal amount specified in
the applicable Pricing Supplement (as adjusted in accordance with Schedule 1 hereto) on
each Interest Payment Date specified in such Pricing Supplement and at Maturity, commencing on the
first Interest Payment Date following the Original Issue Date, except as provided on the face
hereof, until payment of such principal sum has been made or duly provided for.



     Payments of interest will include interest accrued from, and including, the most recent
Interest Payment Date to which interest on the Series of Fixed Rate Notes has been paid or duly
provided for (or, unless otherwise specified in the applicable Pricing Supplement, if no interest
has been paid or duly provided for, from, and including, the Original Issue Date) to, but
excluding, the relevant Interest Payment Date or Maturity Date for such Series of Fixed Rate Notes,
as the case may be.



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     Unless otherwise specified in the applicable Pricing Supplement, if a Series of Fixed Rate
Notes has an original maturity of less than one year, interest (including payments for
partial periods) will be computed and paid on the basis of the actual number of days elapsed
divided by 360. Unless otherwise specified in the applicable Pricing Supplement, if a Series of
Fixed Rate Notes has an original maturity of one year or more, interest (including
payments for partial periods) will be computed on the basis of a 360-day year of twelve 30-day
months.



     Unless otherwise specified in the applicable Pricing Supplement, if any Interest Payment Date
or the Maturity Date of a Series of Fixed Rate Notes falls on a day that is not a Business Day, the
related payment of principal, premium, if any, or interest on that Series will be made on the next
succeeding Business Day with the same force and effect as if made on the date such payments were
due, and no additional interest will accrue in respect of the amount so payable for the period from
and after such Interest Payment Date or the Maturity Date, as the case may be.



     (b) Floating Rate Notes. If a Series of InterNotes® bears interest at a
floating rate (the “Floating Rate Notes”), the Company will pay interest on the principal amount
specified in the applicable Pricing Supplement (as adjusted in accordance with Schedule 1
hereto) on each Interest Payment Date specified in the applicable Pricing Supplement and at
Maturity, commencing on the first Interest Payment Date following the Original Issue Date specified
in the applicable Pricing Supplement, unless the Original Issue Date occurs between a Regular
Record Date and the next Interest Payment Date, in which case interest shall be payable commencing
on the Interest Payment Date following the next Regular Record Date, at a rate per annum determined
in accordance with the provisions hereof and the applicable Pricing Supplement, until payment of
such principal sum has been made or duly provided for.



     Payments of interest hereon will include interest accrued from, and including, the most recent
Interest Payment Date to which interest on the Series of Floating Rate Notes has been paid or duly
provided for (or, unless otherwise provided in the applicable Pricing Supplement, if no interest
has been paid or duly provided for, from and including the Original Issue Date) to, but excluding,
the relevant Interest Payment Date or Maturity Date, as the case may be (each such period, an
“Interest Period”).



     As set forth in the applicable Pricing Supplement, a Series of Floating Rate Notes may have
either or both of the following: (i) a maximum numerical interest rate limitation, or ceiling, on
the rate at which interest may accrue during any Interest Period (“Maximum Interest Rate”); or (ii)
a minimum numerical interest rate limitation, or floor, on the rate at which interest may accrue
during any Interest Period (“Minimum Interest Rate”); provided, however, that the
interest rate on such Series of InterNotes® will in no event be higher than the maximum
rate permitted by applicable law.



     The Base Rate (as defined herein) with respect to a Series of Floating Rate Notes may be (i)
the federal funds rate, (ii) the London interbank offered rate, or “LIBOR,” (iii) the prime rate,
(iv) the treasury rate or (v) such other rate as is described in the applicable Pricing Supplement.



     Except as described below, a Series of Floating Rate Notes will bear interest at the rate
determined by reference to the appropriate interest rate basis (the “Base Rate”) and Index
Maturity, each as specified in the applicable Pricing Supplement, (i) plus or minus the Spread, if



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any, specified in the applicable Pricing Supplement and/or (ii) multiplied by the Spread
Multiplier, if any, specified in the applicable Pricing Supplement. The interest rate in effect
during an Interest Period will be the rate determined by the Calculation Agent specified in the
applicable Pricing Supplement on the “calculation date” by reference to the Interest Determination
Date (as described below).



     The “calculation date” pertaining to any Interest Determination Date will be the date by which
the Calculation Agent specified in the applicable Pricing Supplement computes the amount of
interest owed on the relevant Series of Floating Rate Notes for the related Interest Period. Unless
otherwise specified in the applicable Pricing Supplement, the “calculation date” will be the
earlier of (a) the tenth calendar day after the related Interest Determination Date or, if that
date is not a Business Day, the next succeeding Business Day; or (b) the Business Day immediately
preceding the applicable Interest Payment Date or the Maturity Date or the date of redemption or
the date of prepayment, as the case may be.



     The interest rate in effect on each day shall be (a) if such day is an Interest Reset Date,
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. Unless
otherwise specified herein or in the applicable Pricing Supplement, if any Interest Reset Date
specified in the applicable Pricing Supplement (including the Initial Interest Reset Date, as
specified in the applicable Pricing Supplement) falls on a day that is not a Business Day, the
Interest Reset Date will be postponed to the next day that is a Business Day, except that, unless
otherwise specified in the applicable Pricing Supplement, in the case of a Series of Floating Rate
Notes with LIBOR as its Base Rate, if the next Business Day is in the next succeeding calendar
month, the Interest Reset Date will be the immediately preceding Business Day. The Interest Reset
Dates are subject to adjustment as described below.



     Unless otherwise specified in the applicable Pricing Supplement: (i) the “Interest
Determination Date” with respect to any Series of Floating Rate Notes that has the federal funds
rate or the prime rate as its Base Rate will be the Business Day immediately preceding the related
Interest Reset Date; (ii) the “Interest Determination Date” with respect to any Series of Floating
Rate Notes that has LIBOR as its Base Rate will be the second London Banking Day preceding the
related Interest Reset Date; and (iii) the “Interest Determination Date” with respect to any Series
of Floating Rate Notes that has the treasury rate as its Base Rate will be the day of the week in
which the related Interest Reset Date falls on which Treasury bills of the Index Maturity specified
in the Pricing Supplement normally would be auctioned; provided, however, that if
an auction is held on the Friday of the week preceding the related 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.



     For a Series of Floating Rate Notes whose interest rate is determined by reference to two or
more Base Rates, unless otherwise specified in the applicable Pricing Supplement, the “Interest
Determination Date” shall be the most recent Business Day that is at least two Business Days prior
to the applicable Interest Reset Date for that Series of Floating Rate Notes on which each Base
Rate is determinable.



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     Unless otherwise specified in the applicable Pricing Supplement, if any Interest Payment Date
falls on a day that is not a Business Day, the related payment of interest will be made on the next
succeeding Business Day. However, unless otherwise specified in the applicable Pricing Supplement,
if a Series of Floating Rate Notes has LIBOR as its Base Rate, if an Interest Payment Date falls on
a date that is not a Business Day, and the next Business Day is in the next calendar month, the
Interest Payment Date will be the immediately preceding Business Day. In each such case, except for
the Interest Payment Date falling on the Maturity Date, the Interest Periods and the Interest Reset
Dates will be adjusted accordingly to calculate the amount of interest payable on the Series of
Floating Rate Notes. Unless otherwise specified in the applicable Pricing Supplement, if the
Maturity Date of a Series of Floating Rate Notes falls on a day that is not a Business Day, the
related payment of principal of, or premium, if any, or interest on, that Series of Floating Rate
Notes will be made on the next succeeding Business Day with the same force and effect as if made on
the date such payments were due, and no additional interest will accrue in respect of the amount so
payable for the period from and after the Maturity Date.



     Accrued interest on a Series of Floating Rate Notes will be calculated by multiplying the
principal amount of that Series 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. Unless otherwise indicated in the applicable Pricing Supplement, the daily
interest factor will be computed on the basis of a 360-day year of twelve 30-day months if the Day
Count Convention specified in the applicable Pricing Supplement is “30/360” for the period
specified thereunder, or on the basis of the actual number of days in the Interest Period divided
by 360 if the Day Count Convention specified in the applicable Pricing Supplement is “Actual/360”
for the period specified thereunder, or on the basis of the actual number of days in the Interest
Period divided by 365, or in the case of an Interest Payment Date falling in a leap year, 366, if
the Day Count Convention specified in the applicable Pricing Supplement is “Actual/Actual” for the
period specified thereunder. If no Day Count Convention is specified in the applicable Pricing
Supplement, the daily interest factor will be computed and interest will be paid (including
payments for partial periods) as follows: (i) for Floating Rate Notes that have the federal funds
rate, LIBOR, the prime rate or any other rate other than the treasury rate as a Base Rate, as if
“Actual/360” had been specified in the applicable Pricing Supplement; and (ii) for Floating Rate
Notes that have the treasury rate as a Base Rate, as if “Actual/Actual” had been specified in the
applicable Pricing Supplement.



     All amounts used in or resulting from any calculation on this Note will be rounded to the
nearest cent, with one-half cent or one-half of a corresponding hundredth of a unit or more being
rounded upward. Unless otherwise specified in the applicable Pricing Supplement, all percentages
resulting from any calculation are rounded to the nearest one hundred-thousandth of a percent, with
five one-millionths of a percentage point rounded upward. For example, 9.876545% (or .09876545)
will be rounded to 9.87655% (or .0987655).



     Notwithstanding the calculations determined as specified below, 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 in the applicable Pricing Supplement.



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     The Calculation Agent shall calculate the interest rate on the applicable Series of Floating
Rate Notes in accordance with the procedures described below on or before each calculation date. At
the request of the registered holder hereof, the Calculation Agent will provide to such holder the
interest rate a Series of Floating Rate Notes then in effect and, if determined, the interest rate
which will become effective as of the next Interest Reset Date.



     Determination of LIBOR. LIBOR for any Interest Determination Date will be the
arithmetic mean of the offered rates for deposits in the relevant Index Currency having the Index
Maturity described in the applicable Pricing Supplement, commencing on the related Interest Reset
Date, as the rates appear on the LIBOR Reuters page designated in the Pricing Supplement as of
11:00 A.M., London time, on that Interest Determination Date, if at least two offered rates appear
on the designated LIBOR page, except that, if the designated LIBOR Reuters page only provides for a
single rate, that single rate will be used.



     If fewer than two of the rates described above appears on that page or no rate appears on any
page on which only one rate normally appears, then the Calculation Agent will determine LIBOR as
follows:




	 	•	 	The Calculation Agent will select four major banks in the London interbank market,
after consultation with the Company. On the Interest Determination Date, those four
banks will be requested to provide their offered quotations for deposits in the
relevant Index Currency having an Index Maturity specified in the applicable Pricing
Supplement commencing on the Interest Reset Date to prime banks in the London interbank
market at approximately 11:00 A.M., London time.






	 	•	 	If at least two quotations are provided, the Calculation Agent will determine LIBOR
as the arithmetic mean of those quotations.






	 	•	 	If fewer than two quotations are provided, the Calculation Agent will select, after
consultation with the Company, three major banks in New York City. On the Interest
Determination Date, those three banks will be requested to provide their offered
quotations for loans in the relevant Index Currency having an Index Maturity specified
in the applicable Pricing Supplement commencing on the Interest Reset Date to leading
European banks at approximately 11:00 A.M., New York time. The Calculation Agent will
determine LIBOR as the average of those quotations.






	 	•	 	If fewer than three New York City banks selected by the Calculation Agent are
quoting rates, LIBOR for that interest period will remain LIBOR then in effect on the
Interest Determination Date.





     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 in the applicable Pricing Supplement, as specified under the
caption “Interest Rate” on the display on Reuters, or any successor service, on page USAUCTION
10/11 or any other page as may replace such page.



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     The following procedures will be followed if the treasury rate cannot be determined as
described above:




	 	•	 	If the rate is not displayed on Reuters on page USAUCTION 10/11 or any other page as
may replace such page by 3:00 P.M., New York City time, on the related calculation
date, the treasury rate will be the rate of Treasury bills as published in H.15 Daily
Update, or another recognized electronic source for the purpose of displaying the
applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary
Market.”






	 	•	 	If the alternative rate described in the paragraph immediately above is not
published by 3:00 P.M., New York City time, on the related calculation date, the
treasury rate will be the bond equivalent yield, as defined below, of the auction rate
of the applicable Treasury bills as announced by the U.S. Department of the Treasury.






	 	•	 	If the alternative rate described in the paragraph immediately above is not
announced by the U.S. Department of the Treasury, or if the auction is not held, the
treasury rate will be the bond equivalent yield of the rate on the particular Interest
Determination Date of the applicable Treasury bills as published in H.15(519) under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market.”






	 	•	 	If the alternative rate described in the paragraph immediately above is not
published by 3:00 P.M., New York City time, on the related calculation date, the
treasury rate will be the rate on the particular Interest Determination Date of the
applicable Treasury bills as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the applicable rate, under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market.”






	 	•	 	If the alternative rate described in the paragraph immediately above is not
published by 3:00 P.M., New York City time, on the related calculation date, the
treasury rate will be the rate on the particular Interest Determination Date calculated
by the Calculation Agent as the bond equivalent yield of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time, on that
Interest Determination Date, of three primary U.S. government securities dealers,
selected by the Calculation Agent, after consultation with the Company, for the issue
of Treasury bills with a remaining maturity closest to the particular Index Maturity.






	 	•	 	If the dealers selected by the Calculation Agent are not quoting as described in the
paragraph immediately above, the treasury rate will be the treasury rate in effect on
the particular Interest Determination Date.





     The bond equivalent will be calculated using the following formula:



	 	 	 	 	 
	Bond Equivalent Yield  =

	 	D x N
 

360 — (D x M)
	 	x  100





where “D” refers to the applicable annual rate for Treasury bills quoted on a bank discount basis
and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the
actual number of days in the applicable interest period.




     "H.15(519)” means the weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Board.



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     "H.15 Daily Update” means the daily update of H.15(519), available through the website of the
Federal Reserve Board at www.federalreserve.gov/releases/h15/update, or any successor site or
publication.



     Determination of Federal Funds Rate. The “federal funds rate” for any Interest
Determination Date will be as follows:




	 	•	 	if “Federal Funds (Effective) Rate” is specified in the applicable Pricing
Supplement, the federal funds rate will be the rate on that Interest Determination Date
for U.S. dollar federal funds, as published in H.15(519) under the heading “Federal
Funds (Effective)” and displayed on Reuters, or any successor service, on page
FEDFUNDS1 or any other page as may replace the specified page on that service (“Reuters
Page FEDFUNDS1”), or if such rate is not published in H.15(519) by 3:00 P.M., New York
City time, on the related calculation date or does not appear on Reuters Page
FEDFUNDS1, the federal funds rate will be the rate on that Interest Determination Date,
as published in H.15 Daily Update, or any other recognized electronic source for the
purposes of displaying the applicable rate, under the caption “Federal Funds
(Effective).” If the alternate rate described in the preceding sentence is not
published in H.15 Daily Update, or other recognized electronic source for the purpose
of displaying the applicable rate, by 3:00 P.M., New York City time, on the related
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 U.S. dollar federal
funds, quoted prior to 9:00 A.M., New York City time, on the business day following
that Interest Determination Date, by each of three leading brokers of U.S. dollar
federal funds transactions in New York City, selected by the Calculation Agent, after
consultation with the Company; provided, however, if fewer than three
brokers selected by the Calculation Agent are quoting as described above, the federal
funds rate will be the federal funds rate then in effect on that Interest Determination
Date.






	 	•	 	if “Federal Funds Open Rate” is specified in the applicable Pricing Supplement, the
federal funds rate will be the rate on that Interest Determination Date for U.S. dollar
federal funds transactions among member of the U.S. Federal Reserve System arranged by
federal funds brokers on such day, under the heading “Federal Funds” for the applicable
Index Maturity and opposite the caption “Open” and displayed on Reuters, or any
successor service, on page 5 or any other page as may replace the specified page on
that service (“Reuters Page 5”), or if such rate does not appear on Reuters Page 5 by
3:00 P.M., New York City time, on the related calculation date, the federal funds rate
will be the rate on that Interest Determination Date displayed on FFPREBON Index page
on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by
Prebon Yamane (or a successor) on Bloomberg. If the alternate rate described in the
preceding sentence is not displayed on FFPREBON Index page on Bloomberg, or any other
recognized electronic source for the purpose of displaying the applicable rate, by 3:00
P.M., New York City time, on the related 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 U.S. dollar federal funds, quoted prior to 9:00 A.M., New York
City time, on that Interest Determination Date, by each of three leading brokers of
U.S. dollar federal funds transactions in




13









 






	 	 	 	New York City, selected by the Calculation Agent, after consultation with the Company;
provided, however, if fewer than three brokers selected by the
Calculation Agent are quoting as described above, the federal funds rate will be the
federal funds rate then in effect on that Interest Determination Date.






	 	•	 	if “Federal Funds Target Rate” is specified in the applicable Pricing Supplement,
the federal funds rate will be the rate on that Interest Determination Date for U.S.
dollar federal funds displayed on the FDTR Index page on Bloomberg. If such rate does
not appear on the FDTR Index page on Bloomberg by 3:00 P.M., New York City time, on the
calculation date, the federal funds rate for such Interest Determination Date will be
the rate for that day appearing on Reuters, or any successor service, on page
USFFTARGET= or any other page as may replace the specified page on that service
(“Reuters Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on
Bloomberg or is not displayed on Reuters Page USFFTARGET= by 3:00 P.M., New York City
time, on the related 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
U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on that
Interest Determination Date, by each of three leading brokers of U.S. dollar federal
funds transactions in New York City, selected by the Calculation Agent, after
consultation with the Company; provided, however, if fewer than three
brokers selected by the Calculation Agent are quoting as described above, the federal
funds rate will be the federal funds rate then 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) prior to 3:00 P.M., New
York City time, on the related calculation date, under the caption “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
related calculation date, then the prime rate will be the rate as published in H.15
Daily Update, or any other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “Bank Prime Loan.”






	 	•	 	If the alternative rate described above is not published in H.15 Daily Update or
another recognized electronic source by 3:00 P.M., New York City time, on the related
calculation date, then the Calculation Agent will determine the prime rate to be the
arithmetic mean of the rates of interest publicly announced by each bank that appears
on the Reuters screen US PRIME 1, as defined below, as that bank’s prime rate or base
lending rate as in effect as of 11:00 A.M., New York City time, on that Interest
Determination Date.






	 	•	 	If fewer than four rates appear on the Reuters screen US PRIME 1 for that Interest
Determination Date, by 3:00 P.M., New York City time, then the Calculation Agent will
determine the prime rate to be the average of the prime rates or base lending rates
furnished in New York City by three substitute banks or trust companies (all organized
under the laws of the United States or any of its states and having total




14









 






	 	 	 	equity capital of at least U.S.$500,000,000) selected by the Calculation Agent, after
consultation with the Company.






	 	•	 	If the banks selected by the Calculation Agent are not quoting as described 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 any 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 U.S. banks).



     (c) Indexed Notes. If interest on a Series of InterNotes® is determined by
reference, either directly or indirectly, to the price, performance or levels of one or more
securities, currencies or composite currencies, interest rates, inflation rates, stock indices or
other indices or formulae (the “Indexed Notes”), interest for a specified period shall be
calculated as set forth in the applicable Pricing Supplement.



     SECTION 3. Amortizing Notes. If a Series of InterNotes® is designated as
“Amortizing Notes” in the applicable Pricing Supplement, the Company will make payments combining
principal and interest on the dates and in the amounts set forth in the applicable Pricing
Supplement. Payments made on an Amortizing Note will be applied first to interest due and payable
on each such payment date and then to the reduction of the Outstanding Face Amount. The term
“Outstanding Face Amount” means, at any time, the amount of unpaid principal a Series of Amortizing
Notes at such time.



     SECTION 4. Original Issue Discount Note. If a Series of InterNotes® is designated
as “Original Issue Discount Notes” in the applicable Pricing Supplement, then, unless otherwise
specified therein, the amount payable to the holder of that Series of InterNotes® in the
event of redemption, repayment or acceleration of Maturity will be the Amortized Face Amount (as
defined below) of the applicable Series of InterNotes® as of the date of such event. The
“Amortized Face Amount” shall be the amount equal to (a) the issue price (as set forth in the
applicable Pricing Supplement) plus (b) the original issue discount amortized from the Original
Issue Date of that Series of InterNotes® to the date as of which the Amortized Face
Amount is calculated, as specified in the applicable Pricing Supplement.



     SECTION 5. Optional Redemption. If so specified in the applicable Pricing Supplement, a
Series of InterNotes® may be redeemed at the option of the Company on any Interest
Payment Date (unless otherwise specified in the applicable Pricing Supplement) on and after the
Initial Redemption Date, if any, specified in the applicable Pricing Supplement (each, a
“Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE APPLICABLE PRICING
SUPPLEMENT, THAT SERIES OF INTERNOTES® MAY NOT BE REDEEMED AT THE OPTION OF THE COMPANY
PRIOR TO THE MATURITY DATE. If so specified in the applicable Pricing Supplement, on and after the
Initial Redemption Date, if any, a Series of InterNotes® may be redeemed at any time in
whole or from time to time in part (in increments of the Minimum Denomination, as defined below) at
the option of the Company at a redemption price of 100% of the principal amount of that Series of
InterNotes® being redeemed (unless a different redemption price is specified in the
applicable Pricing Supplement), together with accrued and unpaid interest on that Series of
InterNotes® payable at



15









 







the applicable rate or rates borne by that Series of InterNotes® to, but excluding,
the Redemption Date, on notice given in accordance with the Indenture not less than 30 calendar
days nor more than 60 calendar days prior to the Redemption Date. The notice will take the form of
a certificate signed by the Company specifying:




	 	•	 	the date fixed for redemption;






	 	•	 	the redemption price;






	 	•	 	the CUSIP numbers of the Series of InterNotes® to be redeemed;






	 	•	 	the amount to be redeemed, if less than all of the Series of InterNotes® is
to be redeemed;






	 	•	 	the place of payment for the Series of InterNotes® to be redeemed;






	 	•	 	that interest accrued on the Series of InterNotes® to be redeemed will be
paid as specified in the notice; and






	 	•	 	that on and after the date fixed for redemption, interest will cease to accrue on the
Notes to be redeemed.




So long as DTC (or a successor depository) is the record holder of a Series of
InterNotes®, the Company will deliver any redemption notice only to DTC (or a successor
depository).




     In the event of redemption of a Series of InterNotes® in part only, the unredeemed
portion thereof shall be at least the minimum authorized denomination (the “Minimum Denomination”)
specified in the applicable Pricing Supplement, or if no such Minimum Denomination is so specified,
U.S. $1,000. In the event of redemption of a Series of InterNotes® in part only, the
unredeemed portion of that Series of InterNotes® shall continue to be represented by
this Note and the applicable Pricing Supplement, subject to modifications specified on Schedule
1 attached hereto. Unless otherwise specified above, if less than all of a Series of
InterNotes® is to be redeemed, the Trustee shall select, pro rata or by lot or in such
other manner as the Trustee shall deem fair and appropriate, the amount of that Series of
InterNotes® to be redeemed.



     From and after any Redemption Date, if monies for the redemption of a Series of
InterNotes® (or portion thereof) shall have been made available for redemption on such
Redemption Date, that Series of InterNotes® (or such portion thereof) shall cease to
bear interest and the holder’s only right with respect to that Series of InterNotes® (or
such portion thereof) shall be to receive payment of the principal amount of such Series being
redeemed (or, if the Series of InterNotes® is issued as “Original Issue Discount Notes”
as specified in the applicable Pricing Supplement, the amortized face amount thereof) and, if
appropriate, all unpaid interest accrued to such Redemption Date.



     SECTION 6. Optional Repayment. If so specified in the applicable Pricing Supplement, a
Series of InterNotes® will be repayable prior to the Maturity Date at the option of the
registered holder on the optional repayment date(s), if any, specified in the applicable Pricing
Supplement (each, an “Optional Repayment Date”). IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN
THE APPLICABLE PRICING SUPPLEMENT, THAT SERIES OF INTERNOTES® MAY NOT BE SO REPAID AT
THE OPTION OF THE HOLDER HEREOF PRIOR TO THE MATURITY DATE. Unless otherwise specified in the
applicable Pricing Supplement, on any Optional Repayment Date, a Series of InterNotes®
shall be repayable in whole or in part at the option of the holder at a repayment price equal to
100% of the principal



16









 







amount to be repaid, together with accrued and unpaid interest payable at the applicable rate
or rates borne by that Series of InterNotes® to, but excluding, the date of repayment;
provided, however, that, in the event of repayment of a Series of
InterNotes® in part only, the unrepaid portion of such Series of InterNotes®
shall be at least the Minimum Denomination specified in the applicable Pricing Supplement, or if no
such Minimum Denomination is so specified, U.S. $1,000. For a Series of InterNotes® to
be repaid in whole or in part at the option of the holder on any Optional Repayment Date, a notice,
with the form attached hereto entitled “Option to Elect Repayment” duly completed, shall have been
received by the Company and the Trustee in accordance with the terms of the Indenture. Such notice
shall be delivered at least 30 but not more than 60 calendar days prior to such holder’s Optional
Repayment Date. In the event of repayment of a Series of InterNotes® in part only, the
portion of that Series of InterNotes® that is not repaid shall continue to be
represented by this Note and the applicable Pricing Supplement, subject to modifications specified
on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall
be irrevocable.



     From and after any Optional Repayment Date, if monies for the repayment of a Series of
InterNotes® (or portion thereof) shall have been made available for repayment on such
Optional Repayment Date, that Series of InterNotes® (or such portion thereof) shall
cease to bear interest and the holder’s only right with respect to that Series of
InterNotes® (or such portion thereof) shall be to receive payment of the principal
amount of the Series of InterNotes® being repaid (or, if the Series of
InterNotes® is issued as “Original Issue Discount Notes” as specified in the applicable
Pricing Supplement, the amortized face amount thereof) and, if appropriate, all unpaid interest
accrued to such Optional Repayment Date.



     SECTION 7. Survivor’s Option. If the applicable Pricing Supplement provides that the
Survivor’s Option (as defined in the Indenture) is applicable to a Series of
InterNotes®, the Representative (defined below) of a deceased beneficial owner interests
in that Series of InterNotes® shall be entitled to repayment of the deceased beneficial
owner’s interests in that Series of InterNotes® following the death of the beneficial
owner. Unless specifically provided in the applicable Pricing Supplement, the Survivor’s Option
may not be exercised unless the deceased beneficial owner’s interests in that Series of
InterNotes® were acquired by the beneficial owner at least six months prior to such
election.



     If the Survivor’s Option is applicable to a Series of InterNotes®, upon the valid
exercise of the Survivor’s Option, the Company shall repay the deceased beneficial owner’s
interests in that Series of InterNotes® (or portion thereof), properly tendered for
repayment by or on behalf of the person (the “Representative”) that has authority to act on behalf
of the deceased beneficial owner of a Series of InterNotes® under the laws of the
appropriate jurisdiction (including, without limitation, the personal representative or executor of
the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner) at a
price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interests
in such Series of InterNotes® plus accrued and unpaid interest to the date of such
repayment, subject to the following limitations:



     (a) The Company, in its sole discretion, may limit (i) the aggregate principal amount of
InterNotes® of all series as to which exercises of the Survivor’s Option shall be
accepted by



17









 







the Company from all Representatives of deceased beneficial owners in any calendar year (the
“Annual Put Limitation”) to an amount equal to the greater of $2,000,000 or 2% of the Outstanding
principal amount of all InterNotes® issued under the Indenture or the Amended and
Restated Senior Indenture dated as of July 1, 2001, between the Company and the Trustee, as of the
end of the most recent calendar year, or such greater amount as the Company, in its sole
discretion, may determine for any calendar year, and (ii) the aggregate principal amount of
InterNotes® as to which exercises of the Survivor’s Option shall be accepted by the
Company from the Representative of any individual deceased beneficial owner of a Series of
InterNotes® in any calendar year to $250,000, or such greater amount as the Company, in
its sole discretion, may determine for any calendar year (the “Individual Put Limitation”).



     (b) The Company shall not make principal repayments pursuant to exercises of the Survivor’s
Option in amounts that are less than $1,000, and the principal amount of such Series of
InterNotes® remaining Outstanding after repayment pursuant to exercise of the Survivor’s
Option must be at least $1,000. If, however, the original principal amount of a Series of
InterNotes® was less than $1,000, the Representative of the deceased beneficial owner of
such Series of InterNotes® may exercise the Survivor’s Option, but only for the full
principal amount of such Series of InterNotes®.



     (c) Any Series of InterNotes® (or portion thereof) tendered pursuant to a valid
exercise of the Survivor’s Option may not be withdrawn.



     Each Series of InterNotes® (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor’s Option shall be accepted in the order that such Series of
InterNotes® was received by the Trustee, except for any Series of InterNotes®
(or portion thereof) the acceptance of which would contravene (i) the Annual Put Limitation, if
applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual
deceased beneficial owner. If, as of the end of any calendar year, the aggregate principal amount
of InterNotes® that have been tendered pursuant to the valid exercise of the Survivor’s
Option during such year has exceeded either the Annual Put Limitation, if applied, or the
Individual Put Limitation, if applied, for such year, any exercise(s) of the Survivor’s Option with
respect to a Series of InterNotes® (or portion of such Series of InterNotes®)
not accepted during such calendar year because such acceptance would have contravened either such
limitation, if applied, shall be deemed to be tendered in the following calendar year in the order
all such Series of InterNotes® (or portion of such Series of InterNotes®)
were originally tendered. Any Series of InterNotes® (or portion thereof) accepted for
repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest
Payment Date that occurs 20 or more calendar days after the date of such acceptance. In the event
that a Series of InterNotes® (or any portion thereof) tendered for repayment or
repurchase pursuant to valid exercise of the Survivor’s Option is not accepted, the Trustee shall
deliver a notice by first class mail to the registered holder thereof, at its last known address as
indicated in the Note Register, that states the reason such Series of InterNotes® (or
portion thereof) has not been accepted for payment.



     In order for a Survivor’s Option to be validly exercised with respect to any Series of
InterNotes® (or portion thereof), the Trustee must receive from the Representative: (i)
a written request for repayment signed by the Representative, and such signature must be guaranteed
by a



18









 







member firm of a registered national securities exchange or of the Financial Industry
Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent
in the United States, (ii) tender of a note (or portion thereof) to be repaid (if such Series of
InterNotes® is issued in certificated form), (iii) appropriate evidence satisfactory to
the Trustee that (A) the deceased was the beneficial owner of such Series of InterNotes®
at the time of death and the interest in such Series of InterNotes® was acquired
by the deceased beneficial owner at least six months prior to the request for repayment, (B) the
death of such beneficial owner has occurred, and the date of such death, and (C) the Representative
has authority to act on behalf of the deceased beneficial owner, (iv) if applicable, a properly
executed assignment or endorsement, (v) if the beneficial ownership interest in such Series of
InterNotes® is held by a nominee of the deceased beneficial owner, a certificate
satisfactory to the Trustee from such nominee attesting to the deceased’s beneficial ownership of
such Series of InterNotes®, (vi) tax waivers and such other instruments or documents
that the Trustee reasonably requires in order to establish the validity of the beneficial ownership
of the Series of InterNotes® and the claimant’s entitlement to payment, and (vii) any
additional information the Trustee requires to evidence satisfaction of any conditions to the
exercise of such Survivor’s Option or to document beneficial ownership or authority to make the
election and to cause the repayment of such Series of InterNotes®. Subject to the
Company’s right hereunder to limit the aggregate principal amount of InterNotes® as to
which exercises of the Survivor’s Option shall be accepted in any one calendar year, all questions
as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by
the Trustee, in its sole discretion, which determination shall be final and binding on all parties.



     The death of a person holding a beneficial ownership interest in a Series of InterNotes®
as a joint tenant or tenant by the entirety with another person, or as a tenant in common
with the deceased holder’s spouse, will be deemed the death of the beneficial owner of the Series
of InterNotes®, and the entire principal amount of the interests in such Series of
InterNotes® so held shall be subject to repayment. However, the death of a person
holding a beneficial ownership interest in a Series of InterNotes® as tenant in common
with a person other than such deceased holder’s spouse will be deemed the death of a beneficial
owner only with respect to the deceased person’s interest in the Series of InterNotes®
and only the deceased beneficial owner’s percentage interest in the principal amount of the Series
of InterNotes® will be subject to repayment. The death of a person who, during his or
her lifetime, was entitled to substantially all of the beneficial ownership interests in a Series
of InterNotes® will be deemed the death of the beneficial owner of such Series of
InterNotes® for purposes of this provision, regardless of whether such beneficial owner
was the registered holder of the Series of InterNotes®, if such beneficial ownership
interest can be established to the satisfaction of the Trustee. Such beneficial ownership interest
will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform
Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership
arrangements between a husband and wife. In addition, the beneficial ownership interest will be
deemed to exist in custodial and trust arrangements where one person has all of the beneficial
ownership interest in the Series of InterNotes® during his or her lifetime.



     For purposes of the Survivor’s Option, a person shall be deemed to have had a “beneficial
ownership interest” in a Series of InterNotes® if such person had the right, immediately
prior to



19









 







such person’s death, to receive the proceeds from the disposition of such Series of
InterNotes®, as well as the right to receive payment of the principal of such Series of
InterNotes®.



     Since each Series of InterNotes® will be represented by this Note (except in the
limited circumstances described in the Indenture), DTC (or a successor depository) or its nominee
shall be the holder of each Series of InterNotes® and therefore shall be the only entity
that can exercise the Survivor’s Option. To obtain repayment pursuant to exercise of the
Survivor’s Option with respect to a Series of InterNotes®, the Representative must
provide to the broker or other entity through which the beneficial interest in such Series of
InterNotes® is held by the deceased beneficial owner (i) the documents described in the
third preceding paragraph and (ii) instructions to such broker or other entity to notify DTC of
such Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option.
Such broker or other entity shall provide to the Trustee (a) the documents received from the
Representative referred to in clause (i) of the preceding sentence and (b) a certificate
satisfactory to the Trustee from such broker or other entity stating that it represents the
deceased beneficial owner. Such broker or other entity shall be responsible for disbursing any
payments it receives pursuant to exercise of the Survivor’s Option to the appropriate
Representative.



     SECTION 8. Modification and Waivers. The Indenture permits, with certain exceptions as
therein provided, the amendment of the Indenture and the modification of the rights and obligations
of the Company and the rights of the holders of the InterNotes® under the Indenture at
any time by the Company with the consent of the holders of not less
than 662/3% in aggregate
principal amount of the InterNotes® of all series 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 InterNotes® of each series
then outstanding under the Indenture and affected thereby, on behalf of the holders of all such
InterNotes®, to waive compliance by the Company 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 such InterNotes® shall be conclusive and binding upon such holder and
upon all future holders of those InterNotes® and of any InterNotes® issued
upon the registration of transfer thereof or in exchange therefor or in lieu hereof whether or not
notation of such consent or waiver is made upon such InterNotes®. The determination of
whether particular InterNotes® are “outstanding” will be made in accordance with the
Indenture.



     Any new Global Note authenticated and delivered after the execution of any agreement
modifying, amending or supplementing this Note may bear a notation in a form approved by the
Company as to any matter provided for in such modification, amendment or supplement to the
Indenture or the InterNotes®. Any new Global Note so modified as to conform, in the
opinion of the Company, to any provisions contained in any such modification, amendment or
supplement may be prepared by the Company, authenticated by the Trustee and delivered in exchange
for this Note.



     SECTION 9. Subordination. Each Series of InterNotes® issued under the Indenture
and evidenced by this Note, and the principal, premium (if any), interest or other amounts payable
(if any) on such Series of InterNotes®, shall be, to the extent set forth in the
Indenture, subordinate and junior in right of payment to its obligations to holders of Senior
Indebtedness (as defined in



20









 







the Indenture), and each holder of a Series of InterNotes®, by the acceptance
hereof, agrees to and shall be bound by such provisions of the Indenture.



     SECTION 10. 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 Company, which is
absolute and unconditional, to pay the principal, premium, if any, and interest on each Series of
InterNotes® at the times, place and rate, and in the coin or currency, prescribed in
this Note and in the applicable Pricing Supplement.



     SECTION 11. Successor to Company. The Company may not consolidate or merge with or into any
other corporation or sell or convey all or substantially all of its assets to any person, unless
(i) the Company shall be the continuing corporation, or the successor corporation (if other than
the Company) shall be a corporation organized and existing under the laws of the United States of
America or a state thereof, and such corporation shall expressly assume all the Company’s
obligations under the Indenture; and (ii) immediately after giving effect to such transaction, the
Company or such successor corporation is not in default in the performance of any covenant or
condition under the Indenture.



     Upon consolidation, merger, sale or transfer as described above, the resulting or acquiring
entity shall be substituted for the Company in the Indenture with the same effect as if it had been
an original party to the Indenture, and the successor entity may exercise the Company’s right and
powers under the Indenture.



     SECTION 12. Minimum Denominations. Each Series of InterNotes® may be issued,
whether on the original issue date or upon registration of transfer or partial redemption or
repayment of such Series of InterNotes®, may be issued only in a Minimum Denomination as
specified in the applicable Pricing Supplement, or if no Minimum Denomination is so specified, in
minimum denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof.



     SECTION 13. Registration of Transfer. As provided in the Indenture and subject to certain
limitations as therein set forth, the transfer of this Note is registrable in the register
maintained by the Note Registrar, upon surrender of this Note for registration of transfer at the
office or agency of the Company designated by it pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee
or the Note Registrar requiring such written instrument of transfer duly executed by, the
registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new
notes will be issued to the designated transferee or transferees.



     This Note may be exchanged in whole, but not in part, for security-printed definitive Notes,
only under the circumstances described in the Indenture. In any such instance, an owner of a
beneficial interest in this Note will be entitled to physical delivery in definitive form of notes
equal in principal amount to such beneficial interest and to have such notes registered in its
name. Unless otherwise set forth above, notes so issued in definitive form will be issued in
Minimum Denominations only and will be issued in registered form only, without coupons.



21









 





     Subject to the terms of the Indenture, if the notes are held in definitive form, a holder may
exchange its notes for other notes of the same Series in an equal aggregate principal amount and in
Minimum Denominations.



     Notes in definitive form may be presented for registration of transfer at the office of the
Note Registrar or at the office of any transfer agent that the Company may designate and maintain.
The Note Registrar or the transfer agent will make the transfer or registration only if it is
satisfied with the documents of title and identity of the person making the request. The Company
may change the Note Registrar or the transfer agent or approve a change in the location through
which the Note Registrar or transfer agent acts at any time, except that the Company will be
required to maintain a Note Registrar and transfer agent in each place of payment for the notes of
a Series. At any time, the Company may designate additional transfer agents for a Series.



     The Company will not be required to (a) issue, exchange, or register the transfer of any notes
if it has exercised its right to redeem the notes of any Series for a period of 15 calendar days
before the redemption date, or (b) exchange or register the transfer of any notes of a Series that
were selected, called, or are being called for redemption, except the unredeemed portion of notes
of that Series, if being redeemed in part.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee,
and any agent of the Company or the Trustee may treat the person in whose name this Note is
registered as the owner hereof for all purposes, whether not this Note be overdue, and neither the
Company, the Trustee, nor any such agent shall be affected by notice to the contrary, except as
required by applicable law.



     SECTION 14. Events of Default. If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Company) shall occur with respect to a Series of
InterNotes®, the principal of all InterNotes® of all series affected thereby
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
PRINCIPAL OR INTEREST, OR THE PERFORMANCE OF ANY OTHER COVENANT OF THE COMPANY.



     SECTION 15. Defeasance. Unless otherwise specified in the applicable Pricing Supplement, the
provisions of Section 12.05 of the Indenture shall not apply to the relevant Series of
InterNotes®.



     SECTION 16. Currency for Amounts Payable. Unless otherwise provided herein or in the
applicable Pricing Supplement, the principal, premium, if any, interest and any other amounts
payable on a Series of InterNotes® are payable in U.S. dollars.



22









 





     SECTION 17. Mutilated, Defaced, Destroyed, Lost or Stolen Notes. In case this Note or any
definitive notes issued in certificated form in exchange for beneficial interests in this Note in
accordance with the Indenture (referred to herein as “Certificated Notes”) shall at any time become
mutilated, defaced, destroyed, lost or stolen, and this Note or a Certificated Note or evidence of
the loss, theft or destruction hereof or thereof satisfactory to the Company and the Note Registrar
and such other documents or proof as may be required by the Company and the Note Registrar shall be
delivered to the Note Registrar, the Note Registrar shall issue a new Note or Certificated Note in
exchange and substitution for the mutilated or defaced Note or Certificated Note or in lieu of the
Note or Certificated Note destroyed, lost or stolen but, in the case of any destroyed, lost or
stolen Note or Certificated Note, only upon receipt of evidence satisfactory to the Company and the
Note Registrar that this Note or Certificated Note was destroyed, stolen or lost, and, if required,
upon receipt of indemnity satisfactory to the Company and the Note Registrar. Upon the issuance of
any substituted Note or Certificated Note, the Company may require the payment of a sum sufficient
to cover all expenses and reasonable charges connected with the preparation and delivery of a new
Note or Certificated Note. If any Note or Certificated Note which has matured or has been redeemed
or repaid or is about to mature or to be redeemed or repaid shall become mutilated, defaced,
destroyed, lost or stolen, the Company may, instead of issuing a substitute Note or Certificated
Note, pay or authorize the payment of the same (without surrender thereof except in the case of a
mutilated or defaced Note or Certificated Note) upon compliance by the holder with the provisions
of this paragraph.



     SECTION 18. Miscellaneous. No recourse shall be had for the payment of principal of (and
premium, if any) or interest on, a Series of InterNotes® for any claim based hereon, or
otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as
such, past, present or future, of the Company or of any successor organization, either directly or
through the Company or any successor organization, 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 the issue hereof, expressly
waived and released.



     SECTION 19. Defined Terms. All terms used in this Note which are defined in the Indenture or
the Prospectus and are not otherwise defined in this Note shall have the meanings assigned to them
in the Indenture or the Prospectus, as applicable.



     Unless specified otherwise in the applicable Pricing Supplement, “Business Day” means, a day
that meets all the following requirements:




     (a) for all Series of InterNotes®, is any weekday that is not a legal
holiday in New York City or Charlotte, North Carolina, or any other place of payment of the
applicable Note, and is not a date on which banking institutions in those cities are
authorized or required by law or regulation to be closed; and




     (b) for any Series of InterNotes® where the base rate is LIBOR, also is a
day on which commercial banks are open for business (including dealings in the Index
Currency specified in the Pricing Supplement) in London, England.



23









 





     SECTION 20. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING ANY OTHERWISE APPLICABLE CONFLICTS OF LAWS
PROVISIONS AND ALL APPLICABLE UNITED STATES FEDERAL LAWS AND REGULATIONS.




24












 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
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.




           




	 	 	 
	 	 	 

	 	 	 

	 
	 	FOR VALUE RECEIVED, the undersigned hereby

sell(s), assign(s) and transfer(s) unto






PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 
	    /     /    

 

	 	  

Please
print or type name and address, including zip code of assignee







	 	 	 	 	 
	 
	 	 	 	 
	 
	the within Note of BANK OF AMERICA CORPORATION and
all rights thereunder and does hereby
irrevocably constitute and appoint
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	Attorney
	 

	 	 	 	 




to transfer the said Note on the books of the within-named Company, with full power of substitution
in the premises



Dated:                                         




	 	 	 
	SIGNATURE GUARANTEED:
	 	 

	 	 	 

	 	 	NOTICE: The signature to this assignment must correspond

with the name as it appears upon the face of this Note







25








 




OPTION TO ELECT REPAYMENT




     The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay a Series of
InterNotes® (or portion thereof specified below), CUSIP No.                      pursuant to its
terms at a price equal to the principal amount of that Series together with interest to the
repayment date, to the undersigned, at                                          (Please print or typewrite name and
address of the undersigned).



     For that Series of InterNotes® to be repaid, the Trustee (or the Paying Agent on
behalf of the Trustee) must receive at                     , or at such other place or places of
which the Company shall from time to time notify the holder of InterNotes®, not more
than 60 nor less than 30 days prior to a Repayment Date, if any, set forth in the Pricing
Supplement for such Series of InterNotes®, this “Option to Elect Repayment” form duly
completed.



     If less than the entire principal amount of the Series of InterNotes® is to be
repaid, specify the portion thereof (which shall be in increments of the Minimum Denomination)
which the holder elects to have repaid and specify the denomination or denominations (which shall
be $                     or an integral multiple of the Minimum Denomination in excess of $                    ) of the
Series of InterNotes® to be issued to the holder for the portion not being repaid.



	 	 	 	 	 
	$ 


	 	  

	 	 
	DATE:  


	 	NOTICE: The signature on this
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.	 	 







26









 








Schedule 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Prospectus	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date of	 	 	 	 
	 	Supplement	 	 	 	 	 	 	 	 	Fixed,	 	 	 	 	 	Amortizing/	 	 	Increase	 	 	 	 	 	Increase	 	 	 	 
	 	and/or	 	 	Principal	 	 	 	 	 	Floating	 	 	 	 	 	Original	 	 	(Decrease)	 	 	 	 	 	(Decrease)	 	 	 	 
	 	Pricing	 	 	Amount of	 	 	Original	 	 	or	 	 	Base Rate	 	 	Issue	 	 	in	 	 	Transfer/	 	 	or Transfer/	 	 	 	 
	 	Supplement	 	 	Supplemental	 	 	Issue	 	 	Indexed	 	 	or Index	 	 	Discount	 	 	Principal	 	 	Redemption/	 	 	Redemption/	 	 	Trustee	 
	 	No.	 	 	Obligation	 	 	Date	 	 	Note	 	 	Reference	 	 	Note	 	 	Amount	 	 	Repayment	 	 	Repayment	 	 	Notation	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






27