Form of Note





THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY.  THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY 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 Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (55
Water Street, New York, New York) ("DTC"), to the Corporation or its agent for
registration of transfer, exchange or payment, and this Note is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of DTC, and unless any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.


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


REGISTERED                                                                                                                                      $19,600,000


NUMBER  __I-_____                                                                                                                          CUSIP
06050 MEB9


BANK OF AMERICA CORPORATION

MEDIUM-TERM SENIOR
NOTE, SERIES K

(Indexed Note)


/    /        SEE THE ATTACHED
PRINCIPAL REPAYMENT

              AMOUNT RIDER for a description of the

              PRINCIPAL REPAYMENT AMOUNT and its method of
calculation.       




/ X /         SEE THE ATTACHED SUPPLEMENTAL REDEMPTION AMOUNT RIDER for
a description of the

              SUPPLEMENTAL
REDEMPTION AMOUNT and its method of calculation                                                






ORIGINAL
ISSUE DATE:   October 28, 2004

MATURITY
DATE:  October 29, 2010

CALCULATION
AGENT:  Banc of America Securities LLC
("BAS")

ADDITIONAL
TERMS:  See Supplemental Redemption
Amount Rider

MINIMUM
DENOMINATIONS:  $1,000 and whole
multiples of $1,000.                                                   




            BANK OF
AMERICA CORPORATION, a Delaware corporation (the "Corporation," which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay on the Maturity
Date to CEDE & CO., as nominee for The Depository Trust Company, or its
registered assigns, (i) the principal amount of NINETEEN MILLION SIX HUNDRED
THOUSAND DOLLARS ($19,600,000) and (ii) that supplemental redemption amount
(the "Supplemental Redemption Amount") calculated according to the terms of the
attached Supplemental Redemption Amount Rider. 



           Any principal
or Supplemental Redemption Amount not punctually paid or duly provided for
shall be payable as provided in the Indenture. 
As used in this Note, "Business Day" means any day that is not a
Saturday or a Sunday, and that is not a legal holiday in New York, New York or
Charlotte, North Carolina and that is not a day on which banking institutions
in those cities or any other place of payment with respect to this Note are
authorized or required by law or regulation to be closed; but that is not a day on which the principal
securities market (or markets) on which the constituent stocks of the
Nasdaq-100 Index® are traded is closed.





          The principal
and Supplemental Redemption Amount 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 the principal or Supplemental
Redemption Amount may be paid, at the option of the Corporation, by check
mailed to the person entitled thereto at his address last appearing on the
registry books of the Corporation relating to the Notes.  Notwithstanding the preceding sentence,
payments of the principal and Supplemental Redemption Amount payable on the
Maturity Date will be made by wire transfer of immediately available funds to a
designated account maintained in the United States upon (i) receipt of written
notice by the Issuing and Paying Agent (as described on the reverse hereof)
from the registered holder of this Note not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note to The Bank
of New York, as Issuing and Paying Agent, 101 Barclay Street, New York, New
York 10286 (the "Corporate Trust Office").


           For both this
Note and Notes issued in certificated form, the payment of principal of and any
other amounts due on or after the Maturity Date will be made only upon the
presentation and surrender of such Note at the office of the Trustee or
successor thereof, and with respect to this Note, in accordance with the
procedures of DTC.


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


          Reference is
hereby made to the further provisions of this Note set forth on the reverse
hereof and on the attached Rider, which shall have the same effect as though
fully set forth at this place.


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





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


                                                                              BANK OF AMERICA CORPORATION

 


                                                                            
By:____________________________________

[SEAL]                                                                                   Title:
Senior Vice President


ATTEST:


By:___________________________

Title:  Assistant
Secretary







Certificate
of Authentication


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


Dated: October 28, 2004



                                                                           THE BANK OF NEW YORK,

                                                                            as Trustee

 


                                                                           By:___________________________

                                                                                        Authorized
Signatory







[Reverse
of Note]


BANK OF AMERICA CORPORATION

MEDIUM-TERM SENIOR
NOTE, SERIES K

(Indexed
Note)


             SECTION
1.  General.  This Note is one of a duly authorized series
of Securities of the Corporation unlimited in aggregate principal amount
(herein called the "Notes") issued and to be issued under an Indenture dated as
of January 1, 1995 (herein called the "Indenture"), between the Corporation
(successor in interest to NationsBank Corporation) and The Bank of New York, as
Trustee (successor in interest to U.S. Bank Trust National Association,
successor trustee to BankAmerica National Trust Company, herein called the
"Trustee," which term includes any successor trustee under the Indenture), as
supplemented by a First Supplemental Indenture dated as of September 18, 1998,
a Second Supplemental Indenture dated as of May 7, 2001, and a Third
Supplemental Indenture dated as of July 28, 2004 to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Corporation, the Trustee, and the holders
of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.  This Note
is also one of the Notes designated as the Corporation's Senior Medium-Term
Notes, Series K, initially limited in aggregate principal amount to
$10,000,000,000.  The Trustee initially
shall act as Security Registrar, Transfer Agent, and Issuing and Paying Agent
in connection with the Notes.  The Notes
may bear different dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the Indenture.


           SECTION
2.  No Sinking Fund.  This Note is not subject to any sinking
fund.


          SECTION
3.  Redemption.  This Note is not redeemable prior to the
Maturity Date.


          SECTION
5.  Defeasance.  The provisions of Article Fourteen of the
Indenture do not apply to Securities of this Series.


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


         SECTION
7.  Modifications 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 Corporation and the rights of the holders of the Notes under the Indenture
at any time by the Corporation with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under  









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


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


        SECTION 8.  Obligations Unconditional.  No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation
of the Corporation, which is absolute and unconditional, to pay the principal
of, premium (if any), interest, and other amounts payable on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.


        SECTION
9.  Authorized Denominations.  The Notes are issuable only as registered
Notes without coupons, and unless otherwise set forth above, only in
denominations of $1,000 and whole multiples of $1,000.  As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized denominations, as
requested by the holder surrendering the same.


       SECTION
10.  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 Registrar, upon surrender of this
Note for registration of transfer at the office or agency of the Corporation
designated by it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Corporation and
the Trustee or the Security Registrar 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 of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


       This Note is
being issued by means of a book-entry system with no physical distribution of
certificates to be made except as provided in the Indenture.  The book-entry system maintained by The
Depository Trust Company ("DTC") will evidence ownership of the Notes, with
transfers of ownership effected on the records of DTC and its participants pursuant
to rules and procedures established by DTC and its participants.  The Corporation will recognize Cede &
Co., as nominee of DTC, while the registered holder of the Notes, as the owner
of the Notes for  













all purposes, including payment of principal and the
Supplemental Redemption Amount, notices and voting. Transfer of principal and
the Supplemental Redemption Amount to participants of DTC will be the
responsibility of DTC, and transfer of principal and the Supplemental
Redemption Amount payable 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.


            This Note
may be exchanged in whole, but not in part, for security-printed certificated
Notes, only if (i) DTC notifies the Corporation or the Trustee that it is
unwilling or unable to continue to act as depository for this Note in global
form or if at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either
such case, a successor depository is not appointed by the Corporation within 60
calendar days, or (ii) the Corporation executes and delivers to the Trustee a
written notification that this Note in global form shall be so exchangeable, or
(iii) an Event of Default occurs and is continuing with respect to this Note in
global form.  In any such instance, an
owner of a beneficial interest in this Note will be entitled to physical
delivery in certificated 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 certificated form will be issued in authorized denominations only and
will be issued in registered form only, without coupons.




           No service
charge shall be made for any such registration of transfer or exchange, but the
Corporation may require payment of a sum sufficient to cover any tax,
assessment, or other governmental charge, including, without limitation, any
withholding tax, payable in connection therewith.


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


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


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







ABBREVIATIONS


       The following
abbreviations, when used in the inscription on the face of the within Note,
shall be construed as though they were written out in full according to
applicable laws or regulations: 


              TEN COM--   as tenants in common

              TEN ENT--     as tenants by the entireties

              JT TEN--         as joint tenants with right of
survivorship and not as tenants in common

             UNIF GIFT MIN
ACT--...........................as Custodian for............................ 

                                                             (Cust)                                        (Minor)

                                                                Under Uniform Gifts to Minors Act



                                                                .......................................................

                                                                                   (State)


                                                                  Additional
abbreviations may also be used though not in the above list.


_____________________________


ASSIGNMENT


FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


[PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS

INCLUDING
ZIP CODE OF ASSIGNEE]


_____________________________________________________________________________


_____________________________________________________________________________


_____________________________________________________________________________


Please Insert Social Security or Other

           Identifying
Number of Assignee: ____________________________


the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
__________________________________ Attorney to transfer said Note on the books
of the Corporation, with full power of substitution in the premises.


Dated:_________________________                                   _________________________________________


NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change whatever and must
be guaranteed.





BANK OF AMERICA CORPORATION


Medium-Term Senior Note, Series K


SUPPLEMENTAL REDEMPTION AMOUNT RIDER


General


          This Note is part of a series of
medium-term notes entitled "Medium-Term Notes, Series K" issued under the
Indenture, as described in the Prospectus dated April 14, 2004 and Prospectus
Supplement dated April 15, 2004 and is designated as the Bank of America
Corporation Minimum Return Equity Appreciation Growth LinkEd Securities "Index
EAGLES®," due October 29, 2010 Linked to the Nasdaq-100 Index®.  Certain capitalized terms used herein have
the meanings ascribed to them in the Prospectus and the Prospectus Supplement.




Payment at Maturity;
Supplemental Redemption Amount


         At
maturity, the holder of the Note will receive the principal amount of this
Note.  The holder of the Note also will
receive the Supplemental Redemption Amount, which will not be less than a total
of 6.00% of the principal amount of this Note at maturity.  This minimum amount is called the "Minimum
Supplemental Redemption Amount."  The Supplemental
Redemption Amount will be based on the performance of the Nasdaq-100
Index® during the term of this Note and will be determined by the
Calculation Agent in the manner described below.




        The
Calculation Agent will determine the Supplemental Redemption Amount, which will
not be less than the Minimum Supplemental Redemption Amount, by reference to
the periodic returns of the Nasdaq-100 Index® during the following 24 "Reference Periods":






	
  
  2004/05

  

  	
  
  2005/06

  

  	
  
  2006/07

  

  
	
  10/25/04-1/25/05


  	
  10/25/05-1/25/06

  	
  10/25/06-1/25/07

  
	
  1/25/05-4/25/05

  	   1/25/06-4/25/06
	
  1/25/07-4/25/07

  
	
  4/25/05-7/25/05


  	
  4/25/06-7/25/06

  	
  4/25/07-7/25/07

  
	
  7/25/05-10/25/05


  	
  7/25/06-10/25/06

  	
  7/25/07-10/25/07

  










	
  
  2007/08

  

  	
  
  2008/09

  

  	
  
  2009/10

  

  
	
  10/25/07-1/25/08


  	
  10/25/08-1/25/09

  	
  10/25/09-1/25/10

  
	
  1/25/08-4/25/08


  	
  1/25/09-4/25/09

  	
  1/25/10-4/25/10

  
	
  4/25/08-7/25/08


  	
  4/25/09-7/25/09

  	
  4/25/10-7/25/10

  
	
  7/25/08-10/25/08


  	
  7/25/09-10/25/09

  	
  7/25/10-10/25/10

  





















       This
Note was priced on October 25, 2004, or the "Pricing Date."  The Pricing Date is the first day of the first
Reference Period.  On the Pricing Date,
the Calculation Agent determined the closing level of the Nasdaq-100 Index®
to be 1,432.57.




      The
last day of each Reference Period is referred to as a "Reset Date."  On each Reset Date, the Calculation Agent
will determine the "Periodic Return" of the Nasdaq-100 Index® for
the Reference Period then ended by applying the following formula.  The result will be rounded to the nearest
ten-thousandth of a decimal place and then expressed as a percentage:




Ending Level -
Starting Level

Starting Level




      The
"Starting Level" for the initial Reference Period is the closing level of the
Nasdaq-100 Index® on the Pricing Date, or 1,432.57, and the
"Starting Level" for each subsequent Reference Period is the Ending Level for
the immediately preceding Reference Period. 
The "Ending Level" for each Reference Period is the closing level of the
Nasdaq-100 Index® on the applicable Reset Date, or if that day is
not a Business Day (as defined above), the closing level of the Nasdaq-100 Index®
on the next following Business Day.  The
"closing level" of the Nasdaq-100 Index® on any Business Day means
the level of the Nasdaq-100 Index® at the regular official weekday
close of any and all relevant exchanges and/or markets.




     On the Pricing Date, the Corporation set a cap of
9.85%, or the "Return Cap," which limits any increases in the Periodic Return
of the Nasdaq-100 Index® to that rate.  For any Reference Period in which the Periodic Return is greater
than the Return Cap, the Periodic Return for that Reference Period will be
deemed to be the Return Cap. 




     After
the close of the market on the last Reset Date, the Calculation Agent will
determine the Supplemental Redemption Amount, which will not be less than the
Minimum Supplemental Redemption Amount, payable to the holder at maturity based
on the following formula:




                                                                                   Principal
Amount x Index Return


     The
"Index Return" is the compounded value of the 24 Periodic Returns computed in
the following manner:




[The product of (1.00 + the Periodic Return) for
each Reference Period] - 1.00




      The
Index Return will be rounded to the nearest ten-thousandth and then expressed
as a percentage.  




      The
Supplemental Redemption Amount will be calculated after the close of the market
on the last Reset Date.  The period of
time between the last Reset Date and the Maturity Date is not part of a
Reference Period, and, therefore, changes in the Nasdaq-100 Index®
during that period will not affect the Supplemental Redemption Amount payable to
the holder of this Note at maturity.  If these calculations produce a
Supplemental Redemption Amount that is less than the Minimum Supplemental
Redemption Amount, the Corporation will pay the holder of this Note at 

















maturity a Supplemental Redemption Amount equal to the Minimum Supplemental
Redemption Amount.




Event of
Default




            Upon the occurrence of an Event of
Default (as defined in the Indenture), the holder of this Note only will be
entitled to receive the principal amount of the Note, and will not be entitled
to payment of the Supplemental Redemption Amount.




Market
Disruption




           Each of the
following will be a "Market Disruption Event" if, in the sole opinion of the
Calculation Agent, that event materially affects the Nasdaq-100 Index®:





(a)        the suspension, material limitation, or
absence of the trading of a material number of stocks included in the
Nasdaq-100 Index®;




(b)        the suspension or material limitation of
the trading of stocks on one or more stock exchanges on which stocks included
in the Nasdaq-100 Index® are quoted;




(c)        the suspension or material limitation of
the trading of (a) options or futures relating to the Nasdaq-100 Index®
on any options or futures exchanges or (b) options or futures generally; or




(d)        the imposition of any exchange controls
with respect to any currencies involved in determining the total amount payable
on this Note at maturity.




            For the purpose of this definition
of Market Disruption Event: 




(a)        a limitation on the number of hours or
days of trading will not be a Market Disruption Event if it results from an
announced change in the regular business hours of any exchange;




(b)        a limitation on trading imposed by
reason of the movements in price exceeding the levels permitted by any relevant
exchange will be a Market Disruption Event;




(c)        a decision to permanently discontinue
trading in the relevant futures or options contracts will not constitute a
Market Disruption Event; and




(d)        an absence of trading on a securities
exchange or quotation system will not include any time when that exchange or
quotation system is closed for trading under ordinary circumstances.




           If
a Market Disruption Event occurs or is continuing on a day that would otherwise
be a Reset Date, then the Calculation Agent instead will use the closing level
of the Nasdaq-100 Index® on the first Business Day after that day on
which no Market Disruption Event occurs or is  

















continuing.  In no event, however, will any Reset Date be
postponed by more than five Business Days. 
If any Reset Date is postponed to the last possible day, but a Market
Disruption Event occurs or is continuing on that day, that day nevertheless
will be the Reset Date, and the Calculation Agent will make a good faith
estimate of the closing level of the Nasdaq-100 Index® based upon
its assessment of the level of the Nasdaq-100 Index® at that
time.  If the last scheduled Reset Date
is postponed due to a Market Disruption Event, the Maturity Date for this Note
also will be postponed by the same number of Business Days.




Discontinuance
of the Nasdaq-100 Index®; Alteration of Method of Calculation




             If Nasdaq® discontinues
publication of the Nasdaq-100 Index®
and Nasdaq® or another entity publishes a successor or substitute
index that the Calculation Agent determines, in its sole discretion, is
comparable to the discontinued Nasdaq-100
Index® (the new index being referred to as a "Successor
Index"), then the relevant closing levels shall be determined by reference to
the Successor Index at the close of trading on the New York Stock Exchange, the
American Stock Exchange LLC, The Nasdaq National Market, or the relevant
exchange or market for the Successor Index.




            If the
Calculation Agent selects a Successor Index, the Calculation Agent immediately
shall notify the Corporation and the Trustee, and the Trustee will provide
written notice of a change to the holders of this Note within three Business
Days of selection.




           If Nasdaq® discontinues
publication of the Nasdaq-100 Index®,
and the Calculation Agent determines that no Successor Index is available, then
the Calculation Agent will notify the Corporation and the Trustee and shall
calculate the appropriate closing levels. These calculations by the Calculation
Agent will be in accordance with the formula for and method of calculating the Nasdaq-100 Index® last in
effect prior to that discontinuance.  If
a Successor Index is selected or the Calculation Agent calculates a level as a
substitute for the Nasdaq-100 Index®,
that Successor Index or level will be substituted for the Nasdaq-100 Index® for all
purposes.




          If
at any time the method of calculating the Nasdaq-100 Index® or a
Successor Index, or the level of that index, is changed in a material respect,
or if the Nasdaq-100 Index® or a Successor Index in any other way is
modified so that it does not, in the opinion of the Calculation Agent, fairly
represent the level of the Nasdaq-100 Index® or the Successor Index
had those changes or modifications not been made, then, from and after that
time, the Calculation Agent will notify the Corporation and the Trustee.  The Calculation Agent will make those
calculations and adjustments as, in the good faith judgment of the Calculation
Agent, may be necessary in order to arrive at a level of a stock index
comparable to the Nasdaq-100 Index® or the Successor Index, as the
case may be, as if those changes or modifications had not been made, and
calculate the closing levels with reference to the Nasdaq-100 Index®
or the Successor Index, as adjusted. 
Accordingly, if the method of calculating the Nasdaq-100 Index®
or a Successor Index is modified so that the level of such index is a fraction
of what it would have been if it had not been modified (e.g., due to a split in
the index), then the Calculation Agent shall adjust the index in order to
arrive at a level of the Nasdaq-100 Index® or the Successor Index as
if it had not been modified (e.g., as if the split had not occurred).





















Role of the
Calculation Agent




         The Calculation
Agent has the sole discretion to make all determinations regarding this Note,
including determinations regarding the Index Return, the Supplemental
Redemption Amount, Market Disruption Events, Successor Indices, and Business
Days.  Absent manifest error, all
determinations of the Calculation Agent will be final and binding on the holder
of this Note and the Corporation, without any liability on the part of the
Calculation Agent.




        The
Corporation has initially appointed its affiliate, Banc of America Securities
LLC, as the Calculation Agent, but the Corporation may change the Calculation
Agent at any time without notifying the holder of this Note.