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                                                                         $250,000,000


NUMBER R-2                                                                        CUSIP
060505 CL6


BANK OF AMERICA
CORPORATION

53⁄4% SUBORDINATED NOTES,
DUE 2016




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 TWO HUNDRED FIFTY MILLION
AND NO/100THS DOLLARS on August 15, 2016 (except to the extent redeemed or
repaid prior to that date).  The Corporation will pay interest on such
principal sum at the rate of 53⁄4% per annum, until payment of such principal sum
has been made or duly provided for, semi-annually in arrears on February 15 and
August 15 of each year (each, an "Interest Payment Date").  Interest shall be
payable commencing on the first Interest Payment Date succeeding the Original
Issue Date (as defined below) of this Note, and at the stated maturity (the
"Maturity Date") or earlier redemption or repayment.  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
August 14, 2006 (the "Original Issue Date").  


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 payable on this Note on any Interest Payment Date or
the Maturity Date, as the case may be, will include 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, 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 as a result of that postponement.  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.  The "Record Date" for the Notes shall be the close of
business on the first day of the calendar month in which an Interest Payment
Date occurs. "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.  


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. 



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
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:
_______________________________

[SEAL]                                                            Title:
Senior Vice President


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: August 14, 2006


THE BANK OF NEW YORK, 

                                                                            as Trustee


By:__________________________

                       Authorized Signatory

                     
4















[Reverse
of Note]


BANK OF AMERICA CORPORATION



53⁄4% SUBORDINATED NOTES,
DUE 2016




SECTION 1.  General. 
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 (successor to NationsBank Corporation)
and The Bank of New York, as Trustee (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, and the terms upon which the Notes are, and are to be, authenticated
and delivered.  The series of which this Note is a part is designated as the
Corporation's 53⁄4% Subordinated Notes, due 2016 (herein called the "Notes"),
initially in the aggregate principal amount of $750,000,000.   The amount of
Notes of this series may be increased by the Corporation in the future.  The
Trustee initially shall act as Security Registrar, Authenticating Agent, Transfer
Agent, and Issuing and Paying Agent in connection with the Notes.  


SECTION 2.  Subordination. 
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.


SECTION 2.  No
Sinking Fund.  The Notes are not subject to any sinking fund.


SECTION 3.  Redemption
and Repayment.  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 Sections
14.02 and 14.03 of the Indenture do not apply to the Notes.


SECTION 5. Events of Default.  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.


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



                                                                                        
5




 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.


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 Corporation will recognize Cede & Co., as
nominee of DTC, while the registered holder of the Notes, as the owner of the



                                                                                        
6




 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.














                                                                                 
7



















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.