BOFA Form of 5-year 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                                                                       $500,000,000


NUMBER R-1                                                                       CUSIP:  060505 BU7


                                                                                                            


BANK OF AMERICA CORPORATION

41⁄2% SENIOR NOTE,
DUE AUGUST 1, 2010




BANK OF
AMERICA CORPORATION, a Delaware corporation (herein called the "Corporation,"
which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to CEDE
& CO. or its registered assigns, the principal sum of FIVE HUNDRED MILLION
AND NO/100THS DOLLARS ($500,000,000) on August 1, 2010 (except to the extent
redeemed or repaid prior to the Maturity Date (as defined below)).   The Corporation will pay interest on such
principal sum at the rate of 41⁄2% per annum, until payment of such principal sum
has been made or duly provided for, semi-annually in arrears on February 1 and
August 1 of each year (each, an "Interest Payment Date").  Interest shall be payable commencing on the
first Interest Payment Date succeeding the original issue date of this Note,
unless the original issue date occurs between a Regular Record Date (as defined
below) 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, and shall be payable on each Interest Payment Date, and at
Maturity (the "Maturity Date").  The original
issue date of this Note is July 26, 2005, and a Regular Record Date shall be
the close of business on the fifteenth day of the calendar month next preceding
an Interest Payment Date.  If the
Corporation shall default in the payment of interest due on any Interest
Payment Date, then this Note shall bear interest from the next preceding
Interest Payment Date to which interest has been paid, or, if no interest has
been paid on the Notes, from July 26, 2005. 



Interest on
this Note will accrue from the original issue date of this Note until the
principal amount is paid or duly provided for. 
Interest (including payments for partial periods) will be computed on
the basis of a 360-day year of twelve 30-day months.  Interest payments will equal the amount of interest accrued from,
and including, the preceding Interest Payment 



 







Date in respect of which interest
has been paid or duly provided for (or from, and including, the original issue
date of this Note, if no interest has been paid or duly provided for) to, but
excluding, the Interest Payment Date or the Maturity Date, as the case may
be.  If the Maturity Date or an Interest
Payment Date falls on a day which is not a Business Day, as defined below,
principal of or interest payable with respect to such Maturity Date or Interest
Payment Date will be paid on the succeeding Business Day with the same force
and effect as if made on such Maturity Date or Interest Payment Date, as the
case may be, and no additional interest shall accrue for the period from and after
such Maturity Date or Interest Payment Date, as the case may be.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the person in whose name this Note (or one or more
predecessor Notes evidencing all or a portion of the same debt as this Note) is
registered at the close of business on the record date for such Interest
Payment Date.  


The principal
of and interest on this Note are payable in immediately available funds in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, at the office or agency
of the Corporation designated in the Indenture.  However, interest may be paid, at the option of the Corporation,
by check mailed to the person entitled thereto at his address last appearing on
the registry books of the Corporation relating to the Notes.  Notwithstanding the preceding sentence, payments
of principal of and interest payable on the Maturity Date will be made by wire
transfer of immediately available funds to a designated account maintained in
the United States upon (i) receipt of written notice by the Issuing and Paying
Agent (as described on the reverse hereof) from the registered holder hereof
not less than one Business Day prior to the due date of such principal and (ii)
presentation of this Note to the Issuing and Paying Agent, at the Bank of New
York, 101 Barclay Street, New York, New York 10286.  Any interest not punctually paid or duly provided for shall be
payable as provided in such Indenture. 
"Business Day" means any weekday that is not a legal holiday in New
York, New York or Charlotte, North Carolina and that is not a day on which
banking institutions in those cities are authorized or required by law or
regulation to be closed.  


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.




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



                                                                             BANK OF AMERICA CORPORATION



                                                                             By:
_______________________________

[SEAL]                                                                 Title:
Senior Vice President


ATTEST:



By:______________________

           Assistant
Secretary






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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:  July 26, 2005



                                                                                         THE BANK OF NEW YORK,


                                                                                         as Trustee



                                                                                        By:__________________________

                                                                                                  Authorized Signatory








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[Reverse
of Note]


BANK OF AMERICA CORPORATION

41⁄2% SENIOR NOTE, DUE
AUGUST 1, 2010




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
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 September 18, 1998, a
Second Supplemental Indenture dated May 7, 2001 and a Third Supplemental
Indenture dated 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.  The series of which this
Note is a part also is designated as the Corporation's 41⁄2% Senior Notes, due
August 1, 2010 (herein called the "Notes"), initially in the principal amount
of $1,250,000,000.  The amount of Notes
of this series may be increased by the Corporation in the future.  The Trustee initially shall act as Security
Registrar, Transfer Agent, and Issuing and Paying Agent in connection with the
Notes.  


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


SECTION
3.  Redemption and Repayment.  Except in those situations in which the
Corporation may become obligated to pay additional amounts (as described
herein), the Notes of this series are not subject to redemption at the option
of the Corporation or repayment at the option of the holder prior to maturity.


SECTION 4.  Defeasance.  The provisions of Article Fourteen of the
Indenture do not apply to the Securities of this Series.


SECTION 5.  Events
of Default.  If an Event of Default
(defined in the Indenture as (a) the Corporation's default in the payment of
the principal of (or premium, if any, on) the Notes; (b) the Corporation's
default in the payment of 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
6.  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 



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


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


SECTION 7.  Obligations
Unconditional.  No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.


SECTION 8.  Authorized
Denominations.  The Notes are
issuable only as registered Notes without coupons in the denominations of
$5,000 and any integral multiple in excess thereof.  As provided in the Indenture, and subject to certain limitations
therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
holder surrendering the same.


SECTION 9.  Registration
of Transfer.  As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Note may be registered on the Security Register of the Corporation
relating to the Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Corporation designated by it pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Corporation and the Trustee or the Security
Registrar duly executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


If the Notes
are to be issued and outstanding pursuant to a book-entry system, the following
paragraph is applicable: The Notes are being issued by means of a book-entry
system with no physical distribution of certificates to be made except as
provided in the Indenture.  The
book-entry system maintained by The Depository Trust Company ("DTC") will
evidence ownership of the Notes, with transfers of ownership effected on the
records of DTC and its participants pursuant to rules and procedures
established by DTC and its participants. 
The 



                                                                                                    
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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 (premium, if any) and interest, notices, and
voting. Transfer of principal, premium (if any), interest, and other amounts
payable to participants of DTC will be the responsibility of DTC, and transfer
of principal (premium, if any) and interest to beneficial owners of the Notes
by participants of DTC will be the responsibility of such participants and
other nominees of such beneficial owners. 
So long as the book-entry system is in effect, the selection of any Notes
to be redeemed will be determined by DTC pursuant to rules and procedures
established by DTC and its participants. 
The Corporation will not be responsible or liable for such transfers or
payments or for maintaining, supervising, or reviewing the records maintained
by DTC, its participants, or persons acting through such participants.


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


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


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


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


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




                                                                                           
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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.




                                                                                                              
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