Common use of FORM OF DEFINITIVE NOTE Clause in Contracts

FORM OF DEFINITIVE NOTE. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATIONS UNDER THE SECURITIES ACT. THIS NOTE MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE AGENCY AGREEMENT (AS DEFINED 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 THE ISSUER AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [Unless between individuals not acting in the conduct of a profession or business, each transaction regarding this Note which involves the physical delivery thereof within, from or into the Netherlands must be effected (as required 1 [This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.] by the Dutch Savings Certificates Act (Wet inzake spaarbewijzen)) through the mediation of the Issuer or a member of Euronext Amsterdam N.V. and, unless this Note qualifies as commercial paper or as a certificate of deposit and the transaction is between the professional parties, must be recorded in a transaction note which includes the name and address of each party to the transaction, the nature of the transaction and the details and serial number of this Note.]2 2 Include on zero coupon or discounted bearer Notes and other bearer Notes on which interest does not become due and payable during their term but only at maturity (savings certificates, as defined in the Dutch Savings Certificates Act) and which are (a) not listed on Euronext Amsterdam and (b) physically issued in the Netherlands or physically issued outside the Netherlands but distributed in the Netherlands immediately thereafter.] COMMON CODE: ISIN: This Note is one of a duly authorized issue of Notes (the “Notes”) of B of A Issuance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date or, as the case may be, on the Interest Payment Date. References herein to the General Note Conditions shall be to the Terms and Conditions of the Notes, as set out in Schedules 12-1 and 12-3 to the Agency Agreement, including any applicable Product Annex, as endorsed herein as modified and supplemented by the information set out in the Final Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of the General Note Conditions (including any applicable Product Annex) and the information set out in the Final Terms, the Final Terms will prevail. This Note is issued subject to, and with the benefit of, the General Note Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended or supplemented from time to time) dated as of [•] and made among B of A Issuance B.V., as Issuer, Bank of America Corporation (the “Guarantor”), The Bank of New York Mellon (the “Agent”), The Bank of New York (Luxembourg) S.A., and the other agents named therein. For value received, the Issuer, subject to and in accordance with the General Note Conditions, promises to pay to the bearer hereof on each Installment Date the amount payable on such Installment Date in respect of the Notes represented by this Definitive Note (if the Notes represented by this Definitive Note are Installment Notes) and on the Maturity Date, on the Interest Payment Date or on the Delivery Date, as the case may be, or on such earlier date as any of the Notes represented by this Definitive Note may become due and payable in accordance with the General Note Conditions, the amount payable or deliverable, as the case may be, on redemption of such Notes then represented by this Definitive Note becoming so due and payable, and to pay interest (if any) or to deliver any Physical Delivery Amount (if any) on the Notes from time to time represented by this Definitive Note calculated and payable as provided in the General Note Conditions together with other sums payable under the General Note Conditions provided that all payments will be made outside the United States and its possessions. Payment hereunder is guaranteed by the Guarantor, as set forth in the Senior Guarantee Agreement or the Subordinated Guarantee Agreement, as applicable, each executed by the Guarantor on January 16, 2007. 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. This Note shall not become valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly signed by or on behalf of the Agent acting in accordance with the Agency Agreement.

FORM OF DEFINITIVE NOTE. On the front: THE SUBORDINATED NOTES REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT EXCEPT PURSUANT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATIONS REGISTRATION UNDER THE SECURITIES ACTACT OR AN EXEMPTION THEREFROM. THE TRANSFER OF THIS NOTE MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME IS SUBJECT TO CERTAIN CONDITIONS, INCLUDING THOSE SET FORTH IN THE FORM OF TRANSFER LETTERS AVAILABLE UPON REQUEST FROM THE TRUSTEE, THE BANK OF NEW YORK (THE “TRUSTEE”). THE HOLDER HEREOF, BY ANY U.S. PERSON. PURCHASING THIS GLOBAL NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRUSTEE THAT THIS SUBORDINATED NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR DELIVERED WITHIN OTHERWISE TRANSFERRED EXCEPT (A) TO ABN AMRO BANK N.V. OR ONE OF ITS AFFILIATES, (B) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF THE REGULATION S, (C) IN ACCORDANCE WITH RULE 144A TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS POSSESSIONS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, AND TO WHOM NOTICE IS GIVEN THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IF AVAILABLE, PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, AND SUBJECT TO THE RECEIPT BY ABN AMRO BANK N.V. OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE WHICH IT MAY REASONABLY REQUIRE THAT SUCH SALE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (E) PURSUANT TO ANY CITIZEN, NATIONAL OR RESIDENT OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATESSECURITIES ACT, AND SUBJECT TO, UPON THE REQUEST OF ABN AMRO BANK N.V., THE RECEIPT BY ABM AMRO BANK N.V OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE WHICH IT MAY REASONABLY REQUIRE THAT SUCH SALE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES ACT. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS SUBORDINATED NOTE. ANY CORPORATION, PARTNERSHIP RESALE OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOFTRANSFER, OR TO ANY ESTATE ATTEMPTED RESALE OR OTHER TRANSFER, OF SUBORDINATED NOTES MADE OTHER THAN IN COMPLIANCE WITH THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL FOREGOING RESTRICTIONS SHALL NOT BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE AGENCY AGREEMENT (AS DEFINED 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 THE ISSUER AND IS NOT INSURED RECOGNIZED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ISSUER, THE TRUSTEE OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) AGENT OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [Unless between individuals not acting in the conduct of a profession or businessISSUER. CUSIP No.: • $ • ISIN No.: • Certificate No. • Common Code: • Maturity Date: June 4, each transaction regarding this Note which involves the physical delivery thereof within, from or into the Netherlands must be effected (as required 1 [2018 • Denominations: • This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.] by the Dutch Savings Certificates Act (Wet inzake spaarbewijzen)) through the mediation of the Issuer or a member of Euronext Amsterdam N.V. and, unless this Note qualifies as commercial paper or as a certificate of deposit and the transaction is between the professional parties, must be recorded in a transaction note which includes the name and address of each party to the transaction, the nature of the transaction and the details and serial number of this Note.]2 2 Include on zero coupon or discounted bearer Notes and other bearer Notes on which interest does not become due and payable during their term but only at maturity (savings certificates, as defined in the Dutch Savings Certificates Act) and which are (a) not listed on Euronext Amsterdam and (b) physically issued in the Netherlands or physically issued outside the Netherlands but distributed in the Netherlands immediately thereafter.] COMMON CODE: ISIN: This Subordinated Note is one of a duly authorized issue of the 4.65% Subordinated Notes due 2018 (the “Subordinated Notes”) of B of A Issuance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands ABN AMRO Bank N.V. (the “Issuer”) denominated in issued as of the Specified Currency date specified above, maturing on as of the Maturity Date or, as the case may be, on the Interest Payment Datedate specified above. References herein to the General Note Conditions shall be to the Terms and Conditions of the Notes, as set out in Schedules 12-1 endorsed hereon. Words and 12-3 to the Agency Agreement, including any applicable Product Annex, as endorsed herein as modified and supplemented by the information set out expressions defined in the Final Terms and which are incorporated herein by reference, but in Conditions shall bear the event of any conflict between the provisions of the General Note Conditions (including any applicable Product Annex) and the information set out in the Final Terms, the Final Terms will prevailsame meanings when used herein. This Subordinated Note is issued subject to, and with the benefit of, the General Note Conditions and to an Amended and Restated Agency Agreement Indenture (the “Agency Agreement,Indenture” which expression shall be construed as a reference to that agreement as the same may be amended supplemented or supplemented restated from time to time) dated as of [•] and made among B of A Issuance B.V., as Issuer, Bank of America Corporation (the “Guarantor”), dated June 2, 2003, between the Issuer and The Bank of New York Mellon York, as Trustee (the “Agent”Trustee” which expression shall include its successor or successors for the time being under the Indenture), The Bank . THIS IS TO CERTIFY that [ ] is/are the registered holder(s) of New York (Luxembourg) S.A., and the other agents named therein. For value received, the Issuer, subject to and in accordance with the General Note Conditions, promises to pay to the bearer hereof on each Installment Date the amount payable on such Installment Date in respect one of the above mentioned Subordinated Notes represented by this Definitive Note (if the Notes represented by this Definitive Note and is/are Installment Notes) and entitled on the Maturity Date, on the Interest Payment Date or on the Delivery Date, as the case may be, or on such earlier date as any of the Notes represented by this Definitive Subordinated Note may become due and payable repayable in accordance with the General Note Conditions, the amount payable or deliverable, as the case may be, on redemption of such Notes then represented by this Definitive Note becoming so due and payableSubordinated Note, and to pay interest (if any) or to deliver any Physical Delivery Amount (if any) on the Notes from time to time represented by this Definitive Subordinated Note calculated and payable as provided in the General Note Conditions together with any other sums payable under the General Note Conditions provided that all payments will be made outside the United States and its possessionsConditions. Payment hereunder is guaranteed by the Guarantor, as set forth in the Senior Guarantee Agreement or the Subordinated Guarantee Agreement, as applicable, each executed by the Guarantor on January 16, 2007. 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. This Note shall not become valid or obligatory for any purpose until Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Subordinated Note shall have been duly not be valid for any purpose. IN WITNESS whereof the Issuer has caused this Subordinated Note to be signed in facsimile on its behalf. ABN AMRO BANK N.V. By: Name: Title: Authorized Signatory By: Name: Title: Authorized Signatory Issued in as of _____________________, 20___. Authenticated by The Bank of New York, as Trustee By: Name: Title: Authorized Signatory (Please print or on behalf type name and address (including postal code) of transferee) [$ ] principal amount of this Subordinated Note and all rights hereunder, hereby irrevocably constituting and appointing [ ] as attorney to transfer such principal amount of this Subordinated Note in the register maintained by The Bank of New York with full power of substitution. Signature(s) Date: [ ] 1. This form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions and must be executed under the hand of the Agent acting transferor or, if the transferor is a corporation, either under its common seal or under the hand of two of its officers duly authorized in accordance writing and, in such latter case, the document so authorizing such officers must be delivered with this form of transfer. 2. In each case the signature(s) must be guaranteed by a commercial Issuer with a correspondent Issuer in New York City or by an institution which is a member of The New York Stock Exchange or The American Stock Exchange in New York City. 3. The signature(s) on this form of transfer must correspond with the Agency Agreementname(s) as it/they appear(s) on the face of this Subordinated Note in every particular, without alteration or enlargement or any change whatsoever.

FORM OF DEFINITIVE NOTE. THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) AND MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, SOLD DIRECTLY OR INDIRECTLY, INDIRECTLY IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIESPOSSESSIONS, ITS POSSESSIONS AND TERRITORIES OR OTHER AREAS SUBJECT TO ITS JURISDICTION (THE “UNITED STATES”) OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATIONS UNDER THE SECURITIES ACT. THIS NOTE MAY NOT BE LEGALLY OR BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THIS NOTE MAY NOT BE OFFERED, SOLDTO, OR DELIVERED WITHIN FOR THE UNITED STATES ACCOUNT OR ITS POSSESSIONS OR TO BENEFIT OF, ANY CITIZEN, NATIONAL CITIZEN OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOFTHEREOF OR THEREIN, OR TO ANY AN ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY A TRUST WITH RESPECT TO WHICH IF BOTH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, ADMINISTRATION AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT DECISIONS OR A TRUST THAT HAS MADE A VALID ELECTION TO BE TREATED AS PERMITTED UNDER APPLICABLE A DOMESTIC TRUST FOR UNITED STATES TREASURY REGULATIONSFEDERAL INCOME TAX PURPOSES (“UNITED STATES PERSONS”); PROVIDED, HOWEVER, THAT THE TERM “UNITED STATES PERSON” SHALL NOT INCLUDE A BRANCH OR AGENCY OF A UNITED STATES BANK OR INSURANCE COMPANY THAT IS OPERATING OUTSIDE THE UNITED STATES FOR VALID BUSINESS REASONS AS A LOCALLY REGULATED BRANCH OR INSURANCE BUSINESS AND NOT SOLELY FOR THE PURPOSE OF INVESTING IN SECURITIES NOT REGISTERED UNDER THE SECURITIES ACT. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE AGENCY AGREEMENT (AS DEFINED HEREIN). THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSITGENERAL MOTORS CORPORATION, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [Unless between individuals not acting in the conduct of a profession or business, each transaction regarding this Note which involves the physical delivery thereof within, from or into the Netherlands must be effected (as required 1 [This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.] by the Dutch Savings Certificates Act (Wet inzake spaarbewijzen)) through the mediation of the Issuer or a member of Euronext Amsterdam N.V. and, unless this Note qualifies as commercial paper or as a certificate of deposit and the transaction is between the professional parties, must be recorded in a transaction note which includes the name and address of each party to the transaction, the nature of the transaction and the details and serial number of this Note.]2 2 Include on zero coupon or discounted bearer Notes and other bearer Notes on which interest does not become due and payable during their term but only at maturity (savings certificates, as defined in the Dutch Savings Certificates Act) and which are (a) not listed on Euronext Amsterdam and (b) physically issued in the Netherlands or physically issued outside the Netherlands but distributed in the Netherlands immediately thereafter.] COMMON CODE: ISIN: This Note is one of a duly authorized issue of Notes Delaware corporation (the “Notes”) of B of A Issuance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date or, as the case may be, on the Interest Payment Date. References herein to the General Note Conditions shall be to the Terms and Conditions of the Notes, as set out in Schedules 12-1 and 12-3 to the Agency Agreement, including any applicable Product Annex, as endorsed herein as modified and supplemented by the information set out in the Final Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of the General Note Conditions (including any applicable Product Annex) and the information set out in the Final Terms, the Final Terms will prevail. This Note is issued subject to, and with the benefit of, the General Note Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended or supplemented from time to time) dated as of [•] and made among B of A Issuance B.V., as Issuer, Bank of America Corporation (the “GuarantorCompany”), The Bank of New York Mellon (the “Agent”), The Bank of New York (Luxembourg) S.A., and the other agents named therein. For for value received, the Issuer, subject to and in accordance with the General Note Conditions, hereby promises to pay to the bearer hereof on each Installment Date the amount payable on such Installment Date in respect of the Notes represented by this Definitive Note (if the Notes represented by this Definitive Note are Installment Notes) and on the [Maturity Date], on the Interest Payment Date or on the Delivery Date, as the case may be, or on such earlier date as any of the Notes represented by this Definitive Note may become due and payable in accordance with the General Note Conditionsupon surrender hereof, the principal amount payable or deliverable, as the case may be, on redemption of such Notes then represented by this Definitive Note becoming so due and payable, and to pay interest at the rate of % per annum in arrears from the date of issuance or the later date to which interest has been paid or provided for on said principal amount annually on each , beginning , 2004, until payment of said principal amount has been made or duly provided for, but only, in the case of interest due on or before maturity, upon presentation and surrender of interest coupons attached hereto (if anythe “Coupons”) or as they shall severally mature. Such payments shall be made in Euros. Reference is made to deliver any Physical Delivery Amount (if any) the further provisions set forth under Terms and Conditions of the Note endorsed on the Notes from time to time represented by this Definitive Note calculated and payable reverse hereof. Such further provisions shall for all purposes have the same effect as provided in the General Note Conditions together with other sums payable under the General Note Conditions provided that all payments will be made outside the United States and its possessions. Payment hereunder is guaranteed by the Guarantor, as though fully set forth in at this place. Holders of this Note and holders of the Senior Guarantee Coupons appertaining hereto are deemed to have notice of all of the provisions of the Fiscal and Paying Agency Agreement applicable to them. Copies of the Fiscal and Paying Agency Agreement are available for inspection at the specified offices of the Fiscal Agent. Title to this Note and to any Coupon appertaining hereto shall pass by delivery. The Company may treat the bearer hereof as the absolute owner of this Note for all purposes (notwithstanding any notice to the contrary and whether or the Subordinated Guarantee Agreement, as applicable, each executed by the Guarantor on January 16, 2007. This not this Note shall be governed by, overdue and construed in accordance with, the laws notwithstanding any notice of the State ownership or writing hereon or notice of New York, United States of America, without regard to principles of conflicts of lawsany previous loss or theft or trust or other interest herein). This Neither this Note nor any Coupon shall not become be valid or become obligatory for any purpose until the certificate Certificate of authentication Authentication hereon shall have been duly signed by or on behalf of the Fiscal Agent acting in accordance with the Fiscal and Paying Agency Agreement.