<PAGE>   1

                                                                     EXHIBIT 4.4

If the registered owner of this Note is The Depository Trust Company or a
nominee thereof, this Note is a Global Security and the following legends are
applicable. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR
GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA CORPORATION
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.


                           BANK OF AMERICA CORPORATION
                             SUBORDINATED INTERNOTE


REGISTERED
NUMBER  ____________                                    CUSIP _________________

PRINCIPAL AMOUNT:

$
 -----------------


ISSUE DATE:                   INTEREST RATE:            MATURITY DATE:

------------------               -------%               --------------


ISSUE PRICE (expressed as a percentage     INTEREST PAYMENT FREQUENCY (check
aggregate principal amount):               applicable):
                                           [ ] Monthly            [ ] Quarterly
         ____________%                     [ ] Semi-annual        [ ] Annual


REDEMPTION RIGHT: [ ] Yes (If yes, the Corporation has the right to redeem this
Note on any Interest Payment Date after __________________)

REPAYMENT RIGHT: [ ] Yes (If yes, the holder of this Note has the right to the
repayment of this Note on any Interest Payment Date after __________________)

SURVIVOR'S OPTION: [ ] Yes (If yes, the attached Survivor's Option Rider is
incorporated into this Note)

MINIMUM DENOMINATIONS: $_________________________________________ (if other than
$1,000)



                                       1
<PAGE>   2

         Bank of America Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Corporation," which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the Principal Amount on the Maturity Date, and to pay
interest, until the Principal Amount is paid, thereon from and including the
Issue Date or, in the case of a Note issued upon registration of transfer or
exchange, from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for as follows: the Interest Payment
Dates for a Note that provides for monthly interest payments shall be the
fifteenth day of each calendar month (or the next Business Day), commencing in
the calendar month that next succeeds the month of the Issue Date; in the case
of a Note that provides for quarterly interest payments, the Interest Payment
Dates shall be the fifteenth day of each third month (or the next Business Day),
commencing in the third succeeding calendar month following the month of the
Issue Date; in the case of a Note that provides for semi-annual interest
payments, the Interest Payment dates shall be the fifteenth day of each sixth
month (or the next Business Day), commencing in the sixth succeeding calendar
month following the month of the Issue Date; and in the case of a Note that
provides for annual interest payments, the Interest Payment Date shall be the
fifteenth day of every twelfth month (or the next Business Day), commencing in
the twelfth succeeding calendar month following the month of the Issue Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

         Interest payments will be in the amount of interest accrued from, and
including, the next preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid, from the
Issue Date specified above, to, but excluding, the Interest Payment Date or
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, principal or interest payable
with respect to such Maturity Date or Interest Payment Date will be paid on the
next 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 for the period from and after such Maturity Date or
Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the close of business on the first day of the calendar
month in which the Interest Payment Date occurs, whether or not such date shall
be a Business Day; provided, however, that the Regular Record Date for the final
Interest Payment Date is the Maturity Date. Any such interest not so punctually
paid or duly provided for shall be payable as provided in the Indenture. As used
herein, the term "Business Day" means any weekday that is (1) not a legal
holiday in New York, New York or Charlotte, North Carolina and (2) not a day on
which banking institutions in those cities are authorized or required by law or
regulation to be closed.

         The principal of and interest on this Note are payable in immediately
available funds in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts at
the office or agency of the Corporation designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of the Corporation,
by check mailed to the person entitled thereto at his address last appearing on
the registry books of the Corporation relating to the Notes.



                                       2
<PAGE>   3

         REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON
THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH
AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee or by an Authenticating Agent on behalf of the Trustee by manual
signature, this Note shall not be entitled to any benefit under such Indenture
or be valid or obligatory for any purpose.

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


                                          BANK OF AMERICA CORPORATION


                                          By:
                                              ----------------------------------
[SEAL]
                                              ----------------------------------

ATTEST:

By:______________________
  ___________ Secretary


                                       3
<PAGE>   4

                          CERTIFICATE OF AUTHENTICATION


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

Dated:_____________


                                            THE BANK OF NEW YORK,
                                            as Trustee

                                            By:__________________________
                                                  Authorized Signatory





                                       4
<PAGE>   5

                                [Reverse of Note]

                           BANK OF AMERICA CORPORATION
                             SUBORDINATED INTERNOTE

         This Note is one of a duly authorized series of unsecured notes of the
Corporation designated as "Bank of America Corporation Subordinated InterNotes",
initially limited to $3,000,000,000 in principal amount and subsequently
increased to $6,410,470,000 in principal amount (the "Notes"), issued and to be
issued under an Amended and Restated Indenture dated as of July 1, 2001 (the
"Indenture"), between the Corporation and The Bank of New York, (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 Bank of New York also serves as Note
Registrar and as Paying Agent in connection with the Notes. The amount of the
series of Notes may be increased at any time. The Notes may bear different
dates, mature at different times, bear interest at different rates and vary in
such other ways as are provided in the Indenture.

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

         This Note is not subject to any sinking fund.

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

         IF NO REDEMPTION RIGHT IS SET FORTH ON THE FACE HEREOF, THIS NOTE MAY
NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR TO THE STATED MATURITY
DATE. If a Redemption Right is granted on the face of this Note, this Note may
be redeemed at the option of the Corporation on any Interest Payment Date on and
after the date, if any, specified on the face hereof (each, a "Redemption
Date"). This Note may



                                       5
<PAGE>   6

be redeemed on any Redemption Date in whole or in part in increments of $1,000
at the option of the Corporation at a redemption price equal to 100% of the
principal amount to be redeemed, together with interest thereon payable to the
Redemption Date, on notice given not more than 60 nor less than 30 days prior to
the proposed Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the holder hereof upon the surrender hereof.

         The provisions of Section 12.05 of the Indenture do not apply to
Securities of this Series.

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

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

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

         No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Corporation or any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note 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 Note



                                       6
<PAGE>   7

Registrar duly executed by, the 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.

         This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple in excess thereof unless
otherwise specifically agreed between the parties and provided on the face of
this Note.

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

         Prior to due presentment for registration of transfer of this Note, the
Corporation, the Trustee, the Paying Agent and any agent of the Corporation, the
Trustee or the Paying Agent may treat the entity in whose name this Note is
registered as the absolute owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Note be overdue,
and neither the Corporation, the Trustee, the Paying Agent nor any such agent
shall be affected by notice to the contrary.

         All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

         If the Notes are to be issued and outstanding pursuant to a
book-entry-only system, the following paragraph is applicable: The Notes are
being issued by means of a book-entry-only system with no physical distribution
of certificates to be made except as provided in the Indenture. The book-entry
system maintained by The Depository Trust Company ("DTC") will evidence
ownership of the Notes, with transfers of ownership effected on the records of
DTC and its participants pursuant to rules and procedures established by DTC and
its participants. The Corporation will recognize Cede & Co., as nominee of DTC,
while the registered owner of the Notes, as the owner of the Notes for all
purposes, including payment of principal and interest, notices and voting.
Transfer of principal and interest to participants of DTC will be the
responsibility of DTC, and transfer of principal 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.


                                       7
<PAGE>   8

                                  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 TRANS MIN ACT--..........Custodian...........
                                       (Cust)                (Minor)
                                  Under Uniform Transfers 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: ______________________           _______________________________________

                                        _______________________________________

                                        _______________________________________
                                                   (Signature Guaranteed)

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
<PAGE>   9

                            OPTION TO ELECT REPAYMENT

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

         For this Note to be repaid, the Trustee (or the Paying Agent on behalf
of the Trustee) must receive at __________________, or at such other place or
places of which the Corporation shall from time to time notify the Holder of
this Note, not more than 60 nor less than 30 days prior to a Repayment Date, if
any, shown on the face of this Note, this Note with this "Option to Elect
Repayment" form duly completed.

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

$_______________________            ___________________________________________
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.


                                       9
<PAGE>   10

                             SURVIVOR'S OPTION RIDER

         If the Survivor's Option is applicable to this Note, the Representative
(defined below) of a deceased beneficial owner of the Note shall have the option
to elect repayment or repurchase of such Note following the death of the
beneficial owner (a "Survivor's Option"). Unless specifically provided on the
face of this Note, the Survivor's Option may not be exercised unless the Note
was acquired by the beneficial owner at least six months prior to such election.

         If the Survivor's Option is applicable to this Note, upon the valid
exercise of the Survivor's Option, the Corporation shall repay or repurchase, at
its option, the Note (or portion thereof), properly tendered for repayment or
repurchase by or on behalf of the person (the "Representative") that has
authority to act on behalf of the deceased beneficial owner of a Note 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 of the deceased beneficial owner) at a price equal to 100
% of the principal amount of the deceased beneficial owner's beneficial interest
in such Note plus accrued interest to the date of such repayment or repurchase,
subject to the following limitations:

                  (a) The Corporation may, in its sole discretion, limit the
         aggregate principal amount of Notes as to which exercises of the
         Survivor's Option shall be accepted from all 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 Notes as of the end of the most recent calendar year, or such
         greater amount as the Corporation in its sole discretion may determine
         for any calendar year, and may limit to $250,000, or such greater
         amount as the Corporation in its sole discretion may determine for any
         calendar year, the aggregate principal amount of acceptances of
         exercise of the Survivor's Option in such calendar year for any
         individual deceased beneficial owner (the "Individual Put Limitation").

                  (b) The Corporation shall not make principal repayments
         pursuant to exercise of the Survivor's Option in amounts that are less
         than $1,000, and, in the event that the limitations described in the
         preceding sentence would result in the partial repayment of any Note,
         the principal amount of such Note remaining Outstanding after repayment
         must be at least $1,000 (the minimum authorized denomination of the
         Notes).

                  (c) Any Note (or portion thereof) tendered pursuant to a valid
         exercise of the Survivor's Option may not be withdrawn.

         Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted in the order of all such
Notes are received by the Trustee, except for any Note (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 Notes (or portions thereof) 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 Notes (or portions thereof) not accepted
during such calendar year because such acceptance would have contravened either
such limitation, if applied,



                                       10
<PAGE>   11

shall be deemed to be tendered in the following calendar year in the order all
such Notes (or portions thereof) were originally tendered. Any Note (or portion
thereof) accepted for repayment or repurchase pursuant to exercise of the
Survivor's Option shall be repaid or repurchased on the first Interest Payment
Date that occurs 20 or more calendar days after the date of such acceptance. In
the event that a Note (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 Note (or portion thereof) has not been accepted for
payment.

         In order for a Survivor's Option to be validly exercised with respect
to any Note (or portion thereof), the Trustee must receive from the
Representative (i) a written request for repayment or repurchase signed by the
Representative, and such signature must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD") 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 or repurchased, (iii) appropriate evidence
satisfactory to the Trustee that (A) the deceased was the beneficial owner of
such Note at the time of death and the interest in such note was acquired by the
deceased beneficial owner at least six months prior to the request for repayment
or repurchase, (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 interest in such Note 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 in such Note, (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
Notes 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 or repurchase of such
Note. Subject to the Corporation's right hereunder to limit the aggregate
principal amount of Notes 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 interest in a Note 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 Note, and the entire principal amount of the Note so
held shall be subject to repayment or repurchase. However, the death of a person
holding a beneficial interest in a note 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 Note. The death
of a person who, during his or her lifetime, was entitled to substantially all
of the beneficial interests of ownership of a Note will be deemed the death of
the beneficial owner of such note for purposes of this provision, regardless of
the registered holder of the Note, if such beneficial interest can be
established to the satisfaction of the Trustee. Such beneficial 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


                                       11
<PAGE>   12

addition, the beneficial interest will be deemed to exist in custodial and trust
arrangements where one person has all of the beneficial ownership interest in
the Note during his or her lifetime.

         For Notes represented by a Global Note, the Depository or its nominee
shall be the holder of such Note and therefore shall be the only entity that can
exercise the Survivor's Option for such Note. To obtain repayment or repurchase
pursuant to exercise of the Survivor's Option with respect to such Note, the
Representative must provide to the broker or other entity through which the
beneficial interest in such Note is held by the deceased beneficial owner (i)
the documents described in the second preceding paragraph and (ii) instructions
to such broker or other entity to notify the Depository of such Representative's
desire to obtain repayment or repurchase pursuant to exercise of the Survivor's
Option. Such broker or other entity shall provide to the Trustee (i) the
documents received from the Representative referred to in clause (i) of the
preceding sentence and (ii) 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.



                                       12