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 GLOBAL NOTE IS
PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THE CDS CLEARING AND DEPOSITORY
SERVICES INC. ("CDS") TO BANK OF AMERICA CORPORATION OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN RESPECT
THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORISED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO
CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORISED
REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS
& CO., HAS AN INTEREST HEREIN.  THIS CERTIFICATE IS ISSUED PURSUANT TO A
MASTER LETTER OF REPRESENTATIONS OF BANK OF AMERICA CORPORATION TO CDS, AS SUCH
LETTER MAY BE REPLACED OR AMENDED FROM TIME TO TIME.




NEITHER THE HOLDER NOR ANY
BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL
OR INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF.




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

  	
  CAD500,000,000

  
	

  	

  
	
  NUMBER R-1

  	
  CUSIP: 060505 DE1

  
	

  	
  ISIN: CA060505DE15

  
	

  	
  Common Code: 030345100

  





	
  ORIGINAL ISSUE DATE:  May
  30, 2007

  
	
  MATURITY DATE:  May 30, 2017

  
	
  INTEREST RATE:   5.15% per
  annum

  
	
  INTEREST PAYMENT DATES: May
  30 and November 30 of each year, beginning November 30, 2007

  
	
  RECORD DATES:  May 15 and
  November 15 immediately prior to the relevant Interest Payment Date

  







BANK OF AMERICA
CORPORATION

5.15%  SUBORDINATED NOTES, DUE MAY 2017




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 CDS &
CO., or its registered assigns, the principal sum of FIVE HUNDRED MILLION
CANADIAN DOLLARS (CAD500,000,000) on May 30, 2017 (except to the extent
redeemed or repaid prior to that date).  The Corporation will pay interest on
such principal amount in equal semi-annual installments in arrears on each
Interest Payment Date.  Interest shall be payable commencing on the first
Interest Payment Date succeeding the Original Issue Date and on each Interest
Payment Date thereafter and on the Maturity Date.  If the Corporation shall
default in the payment of interest due on an Interest Payment Date, then this
Note shall bear interest from the next preceding Interest Payment Date for
which interest has been paid, or, if no interest has been paid on the Notes,
from the Original Issue Date.



 


  


Interest on
this Note will accrue at the Interest Rate from the Original Issue Date until
the principal amount is paid or duly provided for and will be computed as
described in this Note.  Interest payable on this Note on any Interest Payment
Date or on the Maturity Date will include interest accrued from, and including,
the preceding Interest Payment Date for which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for, as the case may be) to, but excluding, such
Interest Payment Date or Maturity Date, as the case may be.  If any Interest
Payment Date falls on a day that is not a Business Day (as defined below), such
Interest Payment Date shall be the following day that is a Business Day (and no
interest will accrue as a result of that postponement); and if the Maturity
Date falls on a day that is not a Business Day, principal or interest payable
with respect to such Maturity Date will be paid on the next Business Day with
the same force and effect as if made on such Maturity Date, and no additional
interest shall accrue for the period from and after such Maturity Date. 
Interest will be calculated using Actual/Actual (Canadian Compound Method),
which means, when calculating interest due on any Interest Payment Date for a
full semi-annual interest period, the day count fraction will be 30/360, and,
when calculating interest for any interest period that is shorter than a full
semi-annual interest period, the day count fraction will be Actual/365 (Fixed).



The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name this Note (or one or more
predecessor Notes evidencing all or a portion of the same debt as this Note) is
registered at the close of business on the Record Date for such Interest
Payment Date, whether or not a Business Day.  "Business Day" means
any weekday that is not a legal holiday in New York, New York, U.S.A. or
Charlotte, North Carolina, U.S.A. or in Toronto, Ontario, Canada and is not a
day on which banking institutions in those cities are authorized or required by
law or regulation to be closed.  


The principal
of and interest on this Note are payable in immediately available funds in such
coin or currency of Canada as at the time of payment is legal tender for
payment of public and private debts, at the office or agency of the Paying
Agent (as defined below) in Toronto, Ontario, Canada, or such other places that
the Corporation shall designate as provided in such 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.  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 Canada upon (i) receipt of written notice by
the Paying Agent 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 BNY Trust Company of Canada, as "Paying Agent," at its corporate
trust offices located at 4 King Street West, Suite 1101, Toronto, Ontario,
Canada M5H 1B6.  Any interest not punctually paid or duly provided for shall be
payable as provided in such Indenture.   


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


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

                                                                                      
2







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






	
  BANK OF AMERICA CORPORATION

  
	

  
	
  By: _______________________________

  
	
  Title: Senior Vice President

  








	
  [SEAL]

  
	

  
	
  ATTEST:

  
	

  
	
  By:______________________

  
	
       Assistant Secretary

  







                                                                                    
3







CERTIFICATE
OF AUTHENTICATION


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


Dated:  May 30, 2007




	
  THE BANK OF NEW YORK TRUST

  
	
  COMPANY, N.A., as Trustee

  
	

  
	
  By:__________________________

  
	
        Authorized Signatory

  












                                                                                 
4









[Reverse
of Note]


BANK OF AMERICA
CORPORATION

5.15%  SUBORDINATED NOTES, DUE MAY 2017




This Note is
one of a duly authorized series of Securities of the Corporation unlimited in
aggregate principal amount issued and to be issued under an Indenture dated as
of January 1, 1995 (as supplemented from time to time, the "Indenture")
between the Corporation and The Bank of New York Trust Company, N.A. (as
successor trustee to The Bank of New York and herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the Corporation, the Trustee
and the holders of the Notes (as defined herein), 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 5.15% Subordinated
Notes, due May 2017 (herein called the "Notes"), initially in the
principal amount of CAD500,000,000.  The amount of Notes of this series may be
increased by the Corporation in the future.  The Trustee initially shall act as
Security Registrar and Authenticating Agent in connection with the Notes, and
BNY Trust Company of Canada shall act as Paying Agent for the Notes.  


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.


The Notes are
not subject to any sinking fund.  


The provisions
of Section 14.02 and Section 14.03 of the Indenture do not apply to the Notes.


Subject to the exceptions and limitations set forth below,
the Corporation will pay additional amounts to the beneficial owner of this Note
that is a Non-United States person in order to ensure that every net payment on
this Note will not be less, due to payment of United States withholding tax,
than the amount then otherwise due and payable.  For this purpose, a "net
payment" means a payment by the Corporation or any paying agent, including
payment of principal and interest, after deduction for any present or future
tax, assessment or other governmental charge of the United States (other than a
territory or a possession).  These additional amounts will constitute
additional interest on this Note.  


The Corporation will not be required to pay additional
amounts, however, in any of the circumstances described in items (1) through
(13) below.



                                                                               
5





(1)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of the
beneficial owner of this Note:


(a)  having a relationship with the
United States as a citizen, resident or otherwise;


(b)  having had such a relationship in
the past; or


(c)  being considered as having had
such a relationship.


(2)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of the
beneficial owner of this Note:


(a)  being treated as present in or
engaged in a trade or business in the United States;


(b)  being treated
as having been present in or engaged in a trade or business in the United
States in the past;


(c)  having or having had a permanent
establishment in the United States; or


(d)  having or
having had a qualified business unit which has the U.S. dollar as its
functional currency.


(3)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of the
beneficial owner of this Note being or having been a:


(a)  personal holding company;


(b)  foreign personal holding company;


(c)  private foundation or other tax-exempt
organization;


(d)  passive foreign investment
company;


(e)  controlled foreign corporation;
or


(f)   corporation
which has accumulated earnings to avoid U.S. federal income tax.


(4)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of the
beneficial owner of this Note owning or having owned, actually or
constructively, 10% or more of the total combined voting power of all classes
of the Corporation's stock entitled to vote;


(5)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by



                                                                                        
6




 reason of the
beneficial owner of this Note being a bank extending credit pursuant to a loan
agreement entered into in the ordinary course of business.


For purposes of items (1) through (5) above, "beneficial
owner" includes, without limitation, a holder and a fiduciary, settlor,
partner, member, shareholder or beneficiary of the holder if the holder is an
estate, trust, partnership, limited liability company, corporation or other
entity, or a person holding a power over an estate or trust administered by a
fiduciary holder.


(6)        Additional amounts will not be payable to any
beneficial owner of this Note that is:


(a)  a fiduciary;


(b)  a partnership;


(c)  a limited liability company;


(d)  another fiscally transparent
entity; or


(e)  not the sole beneficial owner of
this Note, or any portion of this Note.


However, this exception to the obligation to pay additional
amounts will only apply to the extent that a beneficiary or settlor in relation
to the fiduciary, or a beneficial owner, partner or member of the partnership,
limited liability company or other fiscally transparent entity, would not have
been entitled to the payment of an additional amount had the beneficiary,
settlor, beneficial owner, partner or member received directly its beneficial
or distributive share of the payment.


(7)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of the failure
of the beneficial owner of this Note or any other person to comply with
applicable certification, identification, documentation or other information
reporting requirements.  This exception to the obligation to pay additional
amounts will apply only if compliance with such reporting requirements is
required as a precondition to exemption from such tax, assessment or other
governmental charge by statute or regulation of the United States or by an
applicable income tax treaty to which the United States is a party.


(8)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is collected or imposed by any method other than by
withholding from a payment on this Note by the Corporation or any paying agent.


(9)        Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld by reason of a change in law,
regulation, or administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided for,
whichever occurs later.



                                                                                   
7




 


(10)      Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge that is imposed or withheld by reason of the presentation
by the beneficial owner of this Note for payment more than 30 days after the
date on which such payment becomes due or is duly provided for, whichever
occurs later.


(11)      Additional amounts will not be payable if a
payment on this Note is reduced as a result of any:


(a)  estate tax;


(b)  inheritance tax;


(c)  gift tax;


(d)  sales tax;


(e)  excise tax;


(f)   transfer tax;


(g)  wealth tax;


(h)  personal property tax; or


(i)   any similar tax, assessment or
other governmental charge.


(12)      Additional amounts will not be payable if a
payment on this Note is reduced as a result of any tax, assessment or other
governmental charge required to be withheld by any paying agent from a payment of
principal or interest on this Note if such payment can be made without such
withholding by any other paying agent.


(13)      Additional amounts will
not be payable if a payment on this Note is reduced as a result of any
combination of items (1) through (12) above.


"Non-United States Person"
means any holder of any Notes other than a United States person.  A "United
States Person" means:


(i)      any
individual who is a citizen or resident of the United States;


(ii)     any corporation, partnership or other entity created
or organized in or under the laws of the United States;


(iii)    any estate if the income of such estate falls
within the federal income tax jurisdiction of the United States regardless of
the source of such income; and


(iv)       any trust if a U.S. court is able to exercise
primary supervision over its administration and one or more United States
persons have the authority to control all of the substantial decisions of the
trust;



                                                                                
8




 


"United
States" means the United States of America, including each state of the United
States and the District of Columbia, its territories, its possessions, and
other areas within its jurisdiction.


Subject to the
provisions of Article III of the Indenture, the Notes of this series may be
redeemed at the option of the Corporation in whole, but not in part, at any
time, on giving not less than 30 nor more than 60 days' notice to the Trustee
and the holders of the Notes, if the Corporation has or may become obliged to
pay additional amounts as a result of any change in, or amendment to, the laws
or regulations of the United States or any political subdivision or any
authority thereof or therein having power to tax, or any change in the
application or official interpretation of such laws or regulations after May
23, 2007.


Prior to the
publication of any notice of redemption, the Corporation shall deliver to the
Trustee a certificate signed by the Chief Financial Officer or a Senior Vice
President of the Corporation stating that the Corporation is entitled to effect
such redemption and setting forth a statement of facts showing the conditions
precedent to the right to redeem.


Notes so
redeemed will be redeemed at 100% of their principal amount together with
interest accrued up to (but excluding) the date of redemption.


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 or registry
books 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.


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 payable in connection therewith.


The
Corporation hereby certifies that CDS & Co., 85 Richmond Street West, 3rd
Floor, Toronto, Ontario, Canada M5H 2C9, has been, at the date hereof, entered
in the Security Register as the holder of this Note in the aforesaid principal
amount. The rights and benefits evidenced by this Note and title to the
document only pass upon due registration in the Security Register and only a
holder so registered is entitled to receive payments in respect of this Note.


This Note may
be exchanged in whole, but not in part (free of charge), for security-printed
definitive notes ("Definitive Notes") (on the basis that all the
appropriate details have been included on the face of such Definitive Notes)
only if (i) CDS is unwilling or unable to continue to hold this Note in book
entry only form, (ii) CDS ceases to be a recognized clearing agency under the
Securities Act (Ontario) or other applicable Canadian securities legislation
and a successor is not appointed by the Corporation, or (iii) if the
Corporation duly notifies CDS that it desires or is required to replace this
Note with Notes in definitive form.



                                                                                     
9




  


Subject as
aforesaid, CDS or its registered assigns, acting on the instructions of any
holder of an interest in the Note, this exchange will be made upon presentation
of this Note by the registered holder hereof on any day (other than a Saturday
or Sunday) on which banks are open for business in New York City at the office
of the Trustee.  The aggregate principal amount of Definitive Notes issued upon
an exchange of this Note will be equal to the aggregate principal amount of
this Note submitted by the registered holder hereof for exchange.  Upon the
occurrence of these events, in accordance with the terms of the Indenture, the
Corporation shall deliver the relevant Definitive Note(s) to the Trustee for
authentication and delivery to or to the order of CDS in exchange for this
Note.


On an exchange
of the whole of this Note, this Note shall be surrendered to the Trustee.  


Until the
exchange of the whole of this Note as aforesaid, the registered holder hereof
in all respects shall be entitled to the same benefits as if he were the holder
of Definitive Notes (on the basis that all appropriate details have been
included on the face of such Definitive Notes).


Prior to due
presentment for registration of transfer of this Note, the Corporation, the
Trustee, the Paying Agent and any agent of the Corporation may treat the person
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 of the Corporation shall be affected by notice
to the contrary.


Notwithstanding
any provision to the contrary contained in this Global Note, the holder of this
Global Note shall be the only person entitled to receive payments in respect of
the Notes represented by this Global Note and the Corporation will be
discharged by payment to, or to the order of, the holder of this Global Note in
respect of each amount so paid.  Each of the persons shown in the records of CDS
as the beneficial holder of a particular principal amount of Notes represented
by this Global Note must look solely to CDS for his share of each payment so
made by the Corporation to, or to the order of, the holder of this Global
Note.  No person other than the holder of this Global Note shall have any claim
against the Corporation in respect of any payments due on this Global Note.


The Notes are
issuable only as registered notes without coupons in denominations of CAD100,000
and whole multiples of CAD1,000 in excess of CAD100,000.  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.


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



                                                                                      
10




 


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 662⁄3% 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 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.


The Notes of
this series shall be dated the date of their authentication.


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.


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 or in this Note. 
The book-entry system maintained by CDS will evidence ownership of the Notes,
with transfers of ownership effected on the records of CDS and its participants
pursuant to rules and procedures established by CDS and its participants.  The
Corporation will recognize CDS & Co., as nominee of CDS, 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.  Transfers of the principal, premium, if any, and interest to
beneficial owners of the Notes by participants of CDS 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 CDS pursuant to rules and procedures
established by CDS 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 CDS, its participants, or
persons acting through such participants.



                                                                                      
11




 


This Note
shall be governed by, and construed in accordance with, the laws of the State
of New York, United States of America, without regard to principles of
conflicts of laws.  




                                                                         
12









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‐‐

  	
  ............................Custodian..............................

  
	

  	
  (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.