Exhibit 4(zz)

Australian MTN Deed Poll

Bank of America Corporation

A$3,000,000,000 Australian Medium Term Note

Program

Allens Arthur Robinson

Deutsche Bank Place

Corner Hunter and Phillip Streets

Sydney NSW 2000

Tel 61 2 9230 4000

Fax 61 2 9230 5333

www.aar.com.au

® Copyright Allens Arthur Robinson 2006

Table of Contents

Page (i)

Page (ii)

THE NOTES ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM-TERM NOTE PROGRAM HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THE NOTES NOR ANY INTEREST OR PARTICIPATION IN THE NOTES MAY BE OFFERED, SOLD 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, UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

THE NOTES ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM-TERM NOTE PROGRAM 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 ORGANISED 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 SECTION 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

THE NOTES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS, ARE NOT OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

NEITHER THE NOTEHOLDERS NOR THE BENEFICIAL OWNERS OF THE NOTES SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST ON THE NOTES EXCEPT PURSUANT TO THE PROVISIONS OF THE NOTES.

Page (iii)

IT IS AGREED AND DECLARED as follows.

Definitions in the applicable Pricing Supplement and in the Terms and Conditions apply in this Deed Poll unless the context otherwise requires or the relevant term is defined in this Deed Poll.

Pricing Supplement means the pricing supplement executed by the Issuer and prepared in relation to the Notes of the relevant Tranche or Series (substantially in the form of annexure B of the Program Agreement) as a supplement, modification or replacement of the Terms and Conditions and giving details of that Tranche or Series.

Program Agreement means the Program Agreement dated on or about the date of this Deed Poll between the Issuer and the Dealers named in it.

Terms and Conditions means the terms and conditions applicable to a Note set out in schedule 3, as supplemented, modified or replaced by the relevant Pricing Supplement.

Page 1

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

A reference to:

A reference to a specific agreement or document (including this deed) includes it as amended, novated, supplemented or replaced from time to time, except to the extent prohibited by a Program Document.

References in this Deed Poll to:

Page 2

In the event of an inconsistency, the provisions will prevail in the following order:

The Issuer is not authorised under the Banking Act 1959 of the Commonwealth of Australia to carry on banking business and is not subject to prudential supervision by the Australian Prudential Regulation Authority.

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.

Page 3

Each Note must be denominated in Australian dollars in such amount or amounts as set out in the relevant Pricing Supplement.

On or before the Issue Date of a Note, the Issuer must give the Registrar and the Issuing and Principal Paying Agent a copy of the relevant Pricing Supplement.

Page 4

This Deed Poll is a deed poll. Each Dealer and each Noteholder and any person claiming through a Noteholder has the benefit of this Deed Poll and can enforce it even though they may not be in existence at the time this Deed Poll is executed. Each Noteholder may enforce its rights under this Deed Poll independently from the Registrar and each other Noteholder, as the case may be.

Each Noteholder, and any person claiming through a Noteholder, who asserts an interest in a Note is bound by this Deed Poll. Persons claiming interests in a Note must do so in accordance with the rules of any clearing or other system for the holding of such interests, or in accordance with law, and obtain the interests in a Note provided by such system or by law.

The Notes are issued upon and subject to:

each of which are binding on the Issuer and the Noteholders and all persons claiming through or under them respectively.

Page 5

Each Noteholder is taken to acknowledge that:

The person whose name appears in the Register will be treated by the Issuer, the Issuing and Principal Paying Agent and the Registrar as the absolute owner of the relevant Registered Note. Neither the Issuer nor the Registrar nor any other person is, except as required by order of a court of competent jurisdiction, or as required by law, obliged to take notice of any other claim to or in respect of Registered Notes.

Payments of interest otherwise falling due before the date the Registered Notes convert to permanent form will be made only upon and to the extent of delivery to the Issuing and Principal Paying Agent of a signed certificate or certificates, dated not earlier than the Exchange Date, from Austraclear based upon a written certification or certifications from Austraclear and the Austraclear Participants shown in the records of Austraclear as holding an interest in the Registered Note in substantially the form set out in Schedule 1 and 2 to this Deed Poll respectively with respect to such Registered Notes.

Each of the Registrar and the Issuing and Principal Paying Agent has no duties or responsibilities except those expressly set out in each of the Agency and Registry Agreement, the Terms and Conditions and this Deed Poll.

The Issuer agrees to its obligations as set out in the Terms and Conditions.

Page 6

The Issuer undertakes to procure the production by the Registrar to each Noteholder (upon request by that Noteholder) of a certified copy or, if necessary, the original, of this Deed Poll.

This Deed Poll is governed by the law in force in New South Wales. The subordination provisions contained in Condition 2.7 of the Terms and Conditions are governed by New York law.

Each person taking benefit of or bound by this Deed Poll irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts with jurisdiction in New South Wales. Each party waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction.

The Issuer appoints BA Australia Limited (ABN 50 004 617 341) to act as its process agent in New South Wales. If that person ceases to have an office in Australia, the Issuer shall ensure that there is another person appointed immediately to receive process on its behalf.

Each attorney executing this Deed Poll states that he or she has no notice of revocation or suspension of his power of attorney.

Page 7

Schedule 1

Form of Certificate to be Presented by Austraclear

BANK OF AMERICA CORPORATION

(the Issuer)

A$[*] NOTES DUE [*]

Series No. [*]

Tranche No. 1

(the Instruments)

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to interest on or a portion of the principal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the Deed Poll as of the date hereof, [    ] principal amount of the above-captioned Instruments (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or estates or trusts described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (taking into account changes thereto and associated effective dates, elections, and transition rules) (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Instruments through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case(a) of (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Instruments for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. Any such certification by electronic transmission satisfies the requirements set forth in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii). We will retain all certifications from our Member Organisations for the period specified in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i).

As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, America Samoa, Wake Island and the Northern Mariana Islands.

Page 8

The Instruments are of the category contemplated in Rule 903(b) (2) of Regulation S under the Securities Act of 1933, as amended (the “Act”), and this is also to certify that, except as set forth below in the case of debt securities, the Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in transactions which did not require registration under the Act. As used in this paragraph the term “U.S. person” has the meaning given to it by Regulation S under the Act.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise or any rights or collection of any interest) any portion of the Instruments expected in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements make by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States and, if required, shall be retained in the manner specified in such laws. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

Date: [    ]*

Austraclear Limited, as operator of the Austraclear System

By: [authorised signature]

Page 9

Schedule 2

Form of Certificate of Beneficial Ownership

BANK OF AMERICA CORPORATION

(the Issuer)

A$[*] NOTES DUE [*]

Series No.[*]

Tranche No. 1

(the Instruments)

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Instruments held by you for our account (i) are owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or estates or trusts described in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (taking into account changes thereto and associated effective dates, elections, and transition rules) (“United States persons”), (ii) are owned by United States person(s) that (a) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Instruments through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Instruments is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Instruments for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. Any such certification by electronic transmission satisfies the requirements set forth in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii).

As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

The Instruments are of the category contemplated in Rule 903(b)(2) of Regulation S under the Securities Act of 1933, as amended (the “Act”), and this is also to certify that , except as set forth below in the case of debt securities, the Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in transactions which did not require registration under the Act. As used in this paragraph the term “U.S. person” has the meaning given to it by Regulation S under the Act.

Page 10

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Instruments held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to [    ] of such interest in the above Instruments in respect of which we are not able to certify and as to which we understand exercise of any rights (or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States and, if required, shall be retained in the manner specified in such laws. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

Date: [    ]*

[*] as or as agent for the beneficial owner of the Instruments.

By: [authorised signature]

Page 11

Schedule 3

Terms and Conditions of the Notes

Page 12

TERMS AND CONDITIONS OF THE NOTES

The following (other than the words in italics) are the Terms and Conditions of the Notes as supplemented, modified or replaced in relation to any Notes by the relevant Pricing Supplement which will be applicable to a particular Tranche of Notes.

The Notes are constituted by the Deed Poll dated on or about May 18, 2006 (the Deed Poll) executed by Bank of America Corporation (the Issuer) and are issued with the benefit of the Agency and Registry Agreement. Copies of those documents are available for inspection at the following office of the Issuing and Principal Paying Agent:

Level 35, AAP Centre, 259 George Street, SYDNEY NSW 2000

The registered holders of Notes and any subsequent holders of Notes in bearer form (in each case, Noteholders) are entitled to the benefit of, are bound by and are deemed to have notice of, all the provisions contained in the Deed Poll and the Agency and Registry Agreement.

The following words have these meanings in these Terms and Conditions unless the contrary intention appears.

Additional Amounts has the meaning given in Condition 7.

Agency and Registry Agreement means any agreement between the Issuer and the Issuing and Principal Paying Agent and Registrar for the issuing, paying agency and registry services for the Notes and any other agreement for any of those services.

ATO means the Australian Taxation Office.

Austraclear means Austraclear Limited (ACN 002 060 773) or its successor.

Austraclear Letter means the letter dated on or about May 18, 2006 from the Issuer to each of Austraclear and the Registrar and Issuing and Principal Paying Agent and under which Austraclear confirms that it will provide certain services for the Issuer in relation to the Program and will allow the Registrar to access the Austraclear System.

Austraclear System means the system operated by Austraclear in accordance with the Regulations.

Australian dollars or A$ means the lawful currency of Australia from time to time.

BBSW means, in relation to an Interest Period, the rate per annum (expressed as a percentage) calculated by the Issuing and Principal Paying Agent by taking the rates quoted on the Reuters Screen BBSW Page at approximately 10:10am, Sydney time, on the first day of that Interest Period for at least five banks quoting on that page, as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters Screen BBSW page) having a tenor equal to or closest approximating the Interest Period, eliminating the highest and lowest mean rates and taking the average of the remaining mean rates.

Page A-1

If in respect of the first day of an Interest Period, fewer than five banks have quoted rates on the Reuters BBSW Page, the rate for that Interest Period shall be calculated as above by taking the rates otherwise quoted by five banks on application by the Issuing and Principal Paying Agent for such a bill of the same tenor. If in respect of the first day of an Interest Period, the rate for that Interest Period cannot be determined in accordance with the foregoing procedures, then the rates shall be the rate as reasonably determined by the Issuing and Principal Paying Agent, having regard to comparable indices and available.

Bearer Exchange Notice means a notice substantially in the form of Schedule 4 to the Deed Poll.

Bearer Note means a note in bearer form.

Business Day means a day on which:

Business Day Convention in respect of a Note, means the convention specified in the relevant Pricing Supplement for that Note and recorded in the Register for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. The following terms, when used in conjunction with the term Business Day Convention and a date, shall mean that an adjustment will be made if that date would otherwise fall on a day that is not a Business Day so that:

Clearstream means Clearstream Banking, societe anonyme or its successor.

Coupon means any interest coupon appertaining to a Bearer Note.

Couponbolder means the holder of a Coupon.

Day Count Basis means, in respect of the calculation of an amount of interest on any Note for any period of time (Calculation Period), the day count basis specified in the relevant Pricing Supplement and:

Page A-2

the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and (ii) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); or

Dealer means each person described as such who is an original party to the Program Agreement (and who has not been removed or retired in accordance with the terms of Program Agreement), any person who accedes to the Program Agreement as a Dealer or any person appointed as a Dealer under a relevant Syndication Agreement.

Determination Notice has the meaning given in Condition 5.3.

Early Redemption Amount means, in relation to any Note, the Redemption Amount payable on redemption at any time prior to its Maturity Date together with accrued interest up to but excluding the date of redemption, unless otherwise stated in the relevant Pricing Supplement.

Euroclear means Euroclear Bank S.A./N.V., as operator of the Euroclear System or its successor.

Event of Default means an event specified in Condition 9.

Exchange Date mean the first Business Day following the expiration of the 40 day distribution compliance period as set forth in Regulation S of the General Regulations under the Securities Act.

Fixed Rate Note means a Note that bears interest at a fixed rate.

Floating Rate Note means a Note that bears interest at a floating or variable rate.

Page A-3

Interest Accrual Date means, in relation to any Note, the date specified in the Pricing Supplement as the date on and from which interest accrues on that Note.

Interest Amount means, in relation to any Note, the amount of interest payable in respect of such Note as determined under Condition 3.4.

Interest Payment Date means, in relation to any Note, each date specified in, or determined in accordance with the provisions of, the Pricing Supplement as a date on which a payment of interest on that Note is due and adjusted, if necessary, in accordance with the applicable Business Day Convention.

Interest Period means, in relation to any Note, the period from and including an Interest Payment Date (or, in the case of the first period, the Interest Accrual Date) to but excluding the next Interest Payment Date.

Interest Rate means, in relation to any Note, the rate of interest (expressed as a per cent per annum) payable in respect of that Note specified in or calculated or determined in accordance with the provisions of the Pricing Supplement.

Issue Date means, in relation to any Note, the date recorded or to be recorded in the Register as the date on which the Note is issued.

Issue Price in relation to a Note, means the issue price specified in, or calculated or determined in accordance with the provisions of, the Pricing Supplement for that Note.

Issuing and Principal Paying Agent means JPMorgan Chase Bank N.A., Sydney Branch in its capacity as issue and paying agent or any other issue and paying agent specified in the relevant Pricing Supplement or any other Program Document.

Maturity Date means, in relation to any Note, the date specified in the Pricing Supplement as the Maturity Date for that Note.

Meeting Provisions means the provisions for the convening of meetings and passing of resolutions by Noteholders set out in the Schedule to these Terms and Conditions.

Maximum Interest Rate has the meaning given in Condition 3.4.

Minimum Interest Rate has the meaning given in Condition 3.4.

Note means a Registered Note and/or a Bearer Note, as the context may require, and such Note may be a Senior Note or a Subordinated Note as indicated in the applicable Pricing Supplement.

Noteholder means:

as the context may require.

Offering Circular means at any time the offering circular issued in connection with the issue, sale or purchase of Notes, as revised, supplemented or amended from time to time

Page A-4

by the Issuer, and such documents as are from time to time incorporated into it by reference (but not including any information or documents superseded by any information subsequently included or incorporated).

Optional Redemption Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the applicable Pricing Supplement.

Optional Redemption Date has the meaning given in Condition 5.4 and the specific date identified in the relevant Pricing Supplement.

Outstanding Principal Amount means, in relation to any Note, the principal amount outstanding on that Note from time to time.

Paying Agent means any paying agent in respect of the Notes appointed by the Issuer pursuant to the Agency and Registry Agreement.

Pricing Convention means unless otherwise specified in the relevant Pricing Supplement:

Pricing Supplement means the pricing supplement executed by the Issuer and prepared in relation to the Notes of the relevant Tranche or Series (substantially in the form set out in the Offering Circular) as a supplement, modification or replacement of the Terms and Conditions and giving details of that Tranche or Series.

Program Agreement means the agreement so entitled dated on or about the date of the Deed Poll between the Issuer and the Dealers named in that agreement.

Program Document means each of:

Put Option Notice means the notice which must be delivered to the Registrar (in the case of Registered Notes) or any Paying Agent (in the case of Bearer Notes), as the case may be, by any Noteholder to exercise its option to redeem a Note prior to its Maturity Date.

Redemption Amount means, in relation to any Note, the Outstanding Principal Amount or such other redemption amount as may be specified in or calculated or determined in accordance with the provisions of the Pricing Supplement.

Page A-5

Register means a register of Notebholders maintained by the Registrar on behalf of the Issuer in which is entered the name and address of Noteholders whose Notes are carried on that Register, the amount of Notes held by each Noteholder and the Tranche, Series, date of issue and transfer of those Notes and any other particulars which the Issuer sees fit.

Registered Note means a note in registered form.

Registrar means JPMorgan Chase Bank N.A., Sydney Branch, in its capacity as registrar of the Notes or such other person appointed by the Issuer to establish and maintain the Register on the Issuer’s behalf from time to time.

Regulations means the regulation and Operating manual of Austraclear or the terms and conditions and operating procedures of Euroclear or Clearstream, as the case may be, from time to time.

Securities Act means the United States Securities Act of 1933, as amended.

Senior Notes has the meaning given in Condition 2.7.

Senior Indebtedness has the meaning given in Condition 2.7.

Series means Notes having identical terms except that the Issue Date and the amount of the first payment of interest may be different in respect of different Tranches it comprises, or as otherwise agreed and referred to in the Pricing Supplement as being a Series.

Subordinated Notes has the meaning given in Condition 2.7.

Talon means a talon attached on issue to a Bearer Note which is exchangeable in accordance with its provisions for further Coupons appertaining to the Note, the talon being in or substantially in the form set out in Schedule 5 to the Deed Poll or in such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent and the relevant Dealer and includes any replacements for Talons issued in accordance with Condition 11.

Tenor of a Note means the number of days from, and including, its Issue Date to but excluding, its Maturity Date.

Tranche means Notes issued on the same Issue Date the terms of which are identical in all respects (except that a Tranche may comprise Notes in more than one denomination) or as otherwise agreed and referred to in the Pricing Supplement as being a Tranche.

US$ means the lawful currency of the United States of America from time to time.

Transfer and Acceptance Form means such form as the Registrar adopts in line with the then current market practice to effect a transfer of Notes.

United States means the United States of America or any of its territories or possessions.

United States Alien has the meaning given in Condition 7.

Subclauses 1.2 and 1.3 of the Deed Poll apply to these Terms and Conditions except that each reference in them to this Deed Poll is to be read as if it were a reference to these Terms and Conditions.

Page A-6

References in these Terms and Conditions to issues, sales, or transfers, including cognate expressions, of Notes, and related dealings in Notes, include issues, sales or transfers, and cognate expressions, in interests or participations in Notes, and related dealings in such interests or participations.

Page A-7

meaning of those expressions in Part 6D.2 of the Corporations Act 2001)) unless the offer or invitation is otherwise in circumstances such that by virtue of s708 of the Corporations Act 2001 no disclosure is required to be made under Part 6D.2 of that Act.

Each inscription in the Register in respect of a Registered Note is:

The making of, or the giving effect to, a manifest error in an inscription into the Register will not avoid the constitution, issue or transfer of a Registered Note. The Registrar must correct any manifest error of which it becomes aware.

Page A-8

The ranking of Notes is not affected by the date of registration of any Noteholder in the Register. The Issuer is not authorised under the Banking Act 1959 of the Commonwealth of Australia (the Banking Act) to carry on banking business and is not subject to prudential supervision by the Australian Prudential Regulation Authority. The Notes are not Deposit Liabilities under the Banking Act.

Status of the Senior Notes and the Subordinated Notes

The Notes may be issued in one or more Series as unsecured debt securities, which may be either senior notes (Senior Notes) or subordinated notes (Subordinated Notes).

The Notes are not deposits and are not insured by the Federal Deposit Insurance Corporation.

Under the Program, there is no limitation on the Issuer’s ability to issue additional Senior Indebtedness or Subordinated Notes.

(a) Status of Senior Notes

The Senior Notes will be unsecured and unsubordinated obligations of the Issuer and will rank equally with all other unsubordinated and unsecured indebtedness of the Issuer. The Subordinated Notes are unsecured and subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) of the Issuer.

Senior Indebtedness means any indebtedness for money borrowed (including all indebtedness of the Issuer for borrowed and purchased money of the Issuer, all obligations arising from off-balance sheet guarantees by the Issuer and direct credit substitutes and obligations of the Issuer associated with derivative products such as interest and foreign exchange rate contracts and commodity contracts) that is outstanding on the date of execution of the Agency and Registry Agreement, or is thereafter created, incurred, or assumed, for which the Issuer is at the time of determination responsible or liable as obligor, guarantor or otherwise for payment, and all deferrals, renewals, extensions, and refundings of any such indebtedness or obligations other than the Subordinated Notes or any other indebtedness as to which the instrument creating or evidencing the same or pursuant to which the same is outstanding, provides that such indebtedness is subordinate in right of payment to any other indebtedness of the Issuer.

Page A-9

(b) Status of Subordinated Notes

The indebtedness evidenced by the Subordinated Notes, subject to the extent set forth herein, shall be subordinated in right of payment to the prior payment in full of all the Issuer’s Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and shall be entitled to the benefits of such subordination irrespective of any amendment, modification, or waiver of any term of the Senior Indebtedness. There is no right of acceleration in the case of a default in the payment of interest on the Subordinated Notes or in the performance of any other obligation of the Issuer under Subordinated Notes.

The Issuer shall not make any payment on account of principal, premium, if any, interest, or any other amounts payable on its Subordinated Notes or purchase any of its Subordinated Notes, either directly or indirectly, if (1) any default or Event of Default with respect to any of its Senior Indebtedness shall have occurred and be continuing and (2) it shall have received written notice thereof from the holders of at least 10.00% in principal amount of any kind or category of any of its Senior Indebtedness (or the representative or representatives of such holders).

Until all of the Issuer’s Senior Indebtedness is paid in full, the holders of the Issuer’s Subordinated Notes will be subrogated (equally and ratably with the holders of all of the Issuer’s indebtedness which, by its express terms, ranks equally with its Subordinated Notes, and is entitled to like rights of subrogation) to the rights of the holders of the Issuer’s Senior indebtedness to receive payments or distributions of its assets.

If the Issuer repays any of its Subordinated Notes before the required date or in connection with a distribution of its assets to creditors pursuant to a dissolution, winding up, liquidation, or reorganization, any principal, premium, if any, interest, or any other amounts payable will be paid to the holders of the Issuer’s Senior Indebtedness before any holders of its Subordinated Notes are paid. In addition, if such amounts were previously paid to the holders of its Subordinated Notes, the holders of its Senior Indebtedness shall have first rights to such amounts previously paid.

No modification or amendment of the subordination provisions of Subordinated Notes and any related coupons in a manner adverse to the holders of Senior Indebtedness may be made without the consent of the holders of all outstanding of the Issuer’s Senior Indebtedness.

The preceding subordination provisions relating to the Issuer’s Subordinated Notes are governed by New York law.

Page A-10

risk of the person entitled, to the address specified in the Bearer Exchange Notice, provided such address is outside the United States.

A Noteholder may only exercise the option to exchange Registered Notes for Bearer Notes under Condition 2.8 if that Noteholder provides a declaration, substantially as set out in Appendix 1 to the Bearer Exchange Notice, that:

Page A-11

Such notification (the Notice):

If an option to exchange has been exercised, any subsequent Noteholder (i.e., other than the person who exercises the exchange option) of the Bearer Notes will also be required to notify the Issuer, copied to the Issuing and Principal Paying Agent, on its behalf if either (b)(i) or (b)(ii) above occurs. Such notification is to include the name and address of that subsequent Noteholder of the Bearer Notes.

No payment of interest under a Bearer Note is required to be made by the Issuer or the Issuing and Principal Paying Agent on its behalf unless the person to whom that interest payment is to be made has provided the Issuer or the Issuing and Principal Paying Agent on its behalf with its name and address if required to do so by Conditions 2.8 or 2.9 above (as applicable).

The Bearer Notes will be substantially in the form set out in Schedule 5 to the Deed Poll.

Notes may be interest bearing on a fixed or floating rate basis, as specified in the applicable Pricing Supplement.

Page A-12

Interest accrues on Notes from the relevant Interest Accrual Date at the applicable Interest Rate. Interest ceases to accrue on such Notes from the relevant Maturity Date unless default is made in the payment of any principal amount in respect of such Notes. In that event, any overdue principal of a Note continues to bear interest at the default rate specified in the relevant Pricing Supplement, both before and after any judgment, until it is paid in full to the relevant Noteholder.

Interest is payable on the relevant Interest Payment Dates.

The Interest Amount must be calculated by the Issuing and Principal Paying Agent, Registrar or other person appointed as calculation agent by the Issuer and named as such in the relevant Pricing Supplement by applying the Interest Rate to the Outstanding Principal Amount of each applicable Note, multiplying such sum by the relevant Day Count Basis for the relevant Interest Period and rounding the resultant figure to the nearest cent (half a cent being rounded upwards) having regard to the relevant Pricing Convention subject, in all cases, to any specified Minimum Interest Rate or Maximum Interest Rate as may be specified in the applicable Pricing Supplement.

The applicable Pricing Supplement may specify a minimum rate at which the Notes may bear interest (a Minimum Interest Rate). If the Interest Rate determined in accordance with the provisions of this Condition 3.4 is less than the specified Minimum Interest Rate, the Interest Rate shall be such Minimum Interest Rate. The applicable Pricing Supplement may specify a Maximum Interest Rate. If the Interest Rate determined in accordance with the provisions of this Condition 3.4 is greater than the maximum rate at which the Notes bear interest (the Maximum Interest Rate), the Interest rate shall be such Maximum Interest Rate.

The Issuer will procure that the Issuing and Principal Paying Agent, Registrar or other person appointed as calculation agent by the Issuer and named as such in the relevant Pricing Supplement will, if requested in writing by a Noteholder of any Note, notify that Noteholder of the Interest Rate, the Interest Amount and the relevant Interest Payment Date. In relation to any Note, the Interest Amount and the Interest Payment Date (but in no event, the Interest Rate) so notified may be subsequently amended (or appropriate alternative arrangements made by the Issuing and Principal Paying Agent, Registrar or other person appointed as calculation agent by the Issuer and named as such in the relevant Pricing Supplement by way of adjustment) without notice if and to the extent that the Interest Period is extended or shortened.

Page A-13

Except as provided in Condition 3.5, all notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 3 by the Issuing and Principal Paying Agent, Registrar or other person appointed as calculation agent by the Issuer and named as such in the relevant Pricing Supplement are (in the absence of willful default, bad faith or manifest error) binding on the Issuer, the Issuing and Principal Paying Agent, the Registrar and all Noteholders of Notes and no liability to those Noteholders attaches to the Issuing and Principal Paying Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.

If the Pricing Supplement specifies the Interest Rate applicable to that Tranche of Notes as being Floating Rate, the Interest Rate applicable to such Notes during the Interest Period will be the sum of the margin specified in the Pricing Supplement and BBSW.

For so long as any Registered Note is lodged in the Austraclear System:

Page A-14

the Registered Note may be transferred on the Register from Austraclear to the relevant Member. In any of these cases, the Registered Note will cease to be held in the Austraclear System.

Page A-15

Notes may only be transferred in accordance with all applicable laws and regulations of each relevant jurisdiction. Notes which are transferred in respect of offers or invitations received in Australia must be transferred for a consideration of not less than A$500,000 (disregarding amounts, if any, lent by the Issuer or other person offering the Notes or its associates) unless the offer or invitation is such that by virtue of s708 of the Corporations Act 2001 no disclosure is required to be made under Part 6D.2 of that Act.

Subject to Condition 4.2, a Registered Note is transferable in whole (but not in part) by a duly completed and (if applicable) stamped Transfer and Acceptance Form obtainable from the Registrar. Unless a contrary intention is expressed in a Transfer and Acceptance Form, all contracts relating to the transfer of Registered Notes are governed by the laws applicable to the Notes. The Issuer is not obliged to stamp the Transfer and Acceptance Form.

Every Transfer and Acceptance Form in respect of Registered Notes must be:

Subject to this Condition 4, the Registrar must register a transfer of Registered Notes. Upon entry of the name, address and all other required details of the transferee in the Register, the Issuer must recognise the transferee as the Noteholder entitled to the Registered Notes

Page A-16

that are the subject of the transfer. Entry of such details in the Register constitutes conclusive proof of ownership by that transferee of those Registered Notes. The transferor remains the owner of the relevant Registered Notes until the required details of the transferee are entered in the Register in respect of those Registered Notes. Subject to Condition 4.9, the Registrar must register the transfer of a Registered Note whether or not the Transfer and Acceptance Form to which the transfer relates has been marked by the Registrar.

No fee or other charge is payable to the Issuer or the Registrar in respect of the transfer or registration of any Registered Note.

The Registrar may mark any Transfer and Acceptance Form in its customary manner. Such marking prohibits a dealing with the relevant Registered Notes as specified in the marking notation for a period from the date of marking to the earliest of:

Any Transfer and Acceptance Form may, with the prior written approval of the Issuer, be destroyed by the Registrar after the entry in the Register of the particulars set out in the form. On receipt of such approval, the Registrar must destroy the Transfer and Acceptance Form as soon as reasonably practicable and promptly notify the Issuer in writing of its destruction.

Page A-17

Where the transferor executes a transfer of less than all Registered Notes registered in its name, and the specific Registered Notes to be transferred are not identified, the Registrar may (subject to the limit on minimum holdings) register the transfer in respect of such of the Registered Notes registered in the name of the transferor as the Registrar thinks fit, provided the aggregate principal amount of the Registered Notes registered as having been transferred equals the aggregate principal amount of the Registered Notes expressed to be transferred in the transfer.

Unless previously redeemed or purchased and cancelled in accordance with these Terms and Conditions, each Note must be redeemed on its Maturity Date at its Redemption Amount.

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (in the case of Notes other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate Notes), on giving not less than 30 nor more than 60 calendar days’ notice (which notice shall be irrevocable) to the Issuing and Principal paying Agent, the Registrar and to the Noteholders, in accordance with Condition 12, if:

provided that, no such redemption notice shall be given earlier than 90 calendar days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the publication of any redemption notice pursuant to this Condition 5.2, the Issuer shall deliver a certificate to the Issuing and Principal Paying Agent and the Registrar signed by the Chief Financial

Page A-18

Officer or a Senior Vice President of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent, if any, to the redemption have occurred.

Notes redeemed pursuant to this Condition 5.2 will be redeemed at their Early Redemption Amount together (if appropriate) with interest accrued to (but excluding) the redemption date.

If the Issuer determines that any payment made outside the United State by the Issuer or any of its Paying Agents in respect of any Note or Coupon (if applicable), under any present or future laws or regulations of the United States (other than any territory or possession), would be subject to any certification, documentation, information, or other reporting requirement of any kind the effect of which is the disclosure to the Issuer, any paying Agent, or any government authority of the nationality, residence, or identity of a beneficial owner of such Note or Coupon who is a United States Alien (other than a requirement (1) that would not be applicable to a payment by the Issuer or any one of its paying Agents (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that can be satisfied by such custodian, nominee, or other agent certifying to the effect that the beneficial owner is a United States Alien, provided that, in any case referred to in Clauses (1)(y) or (2), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one paying Agent of the Issuer), the Issuer shall at its option either:

The Issuer shall make its determination as soon as practicable and publish prompt notice thereof (the Determination Notice) stating the effective date of its certification, documentation, information, or other reporting requirement, whether the Issuer will redeem the Notes or pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next succeeding sentence. If the Notes are to be redeemed pursuant to this Condition 5.3; that redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer shall elect by notice to the Issuing and principal paying Agent and Registrar at least 45 calendar days before the redemption date. Notice of such redemption of the Notes will be given to the Noteholders not more than 60 nor less than 30 calendar days prior to the redemption date by publication in accordance with Condition 12. Notwithstanding the foregoing, the Issuer shall not redeem the Notes if the Issuer subsequently determine not less than 30 calendar days prior to the redemption date, that subsequent payments on the Notes or Coupons (if applicable) would not be subject to any such certification, documentation,

Page A-19

information, or other reporting requirement, in which case the Issuer shall give prompt notice of its subsequent determination by publication in accordance with Condition 12 and any earlier redemption notice shall be revoked and of no further effect.

Notwithstanding the foregoing, if and so long as the certification, documentation, information, or other reporting requirement referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar change, the Issuer may elect to pay as additional interest such Additional Amounts as may be necessary so that every net payment made outside the United States following the effective date of that requirement by the Issuer or any of its Paying Agents in respect of any Note or any Coupon (if applicable) of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence, or identity, other than status as a United States Alien, of such beneficial owner be disclosed to the Issuer, any Paying Agent, or any government authority), after deduction or withholding for or on account of that backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or (2) is imposed as a result of the presentation of the Note or Coupon (if applicable) for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in the Note or Coupon (if applicable) to be then due and payable. If the Issuer elects to pay Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem the Notes in whole, but not in part, at any time (in the case of Notes other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate Notes), subject to the provisions of the last two sentences of the immediately preceding paragraph. If the Issuer elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Notes pursuant to the provisions of the immediately preceding paragraph.

If the applicable Pricing Supplement specifies that the Issuer has an option to redeem the Notes, and the Issuer gives:

(both of which notices shall be irrevocable), then the Issuer may redeem all or only some of the Notes then outstanding on the dates upon which redemption may occur (each, an Optional Redemption Date) and at the Optional Redemption Amounts specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Dates. Any redemption must be of a principal amount equal to the minimum principal amount of the

Page A-20

Notes permitted to be redeemed at any time (the Minimum Redemption Amount) or any greater principal amount of the Notes permitted to be redeemed at any time (each, a Higher Redemption Amount), both as indicated in the applicable Pricing Supplement. In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by Bearer Notes, and in accordance with the Regulations, in the case of Redeemed Notes represented by Registered Notes, not more than 60 calendar days prior (or such other period as is specified in the applicable Pricing Supplement) to the date fixed for redemption (the Selection Date). In the case of Redeemed Notes represented by Bearer Notes, a list of the serial numbers of the Redeemed Notes will be published in accordance with Condition 12 not less than 30 calendar days prior (or any other period as is specified in the applicable Pricing Supplement) to the date fixed for redemption. The aggregate principal amount of Redeemed Notes represented by Bearer Notes shall bear the same proportion to the aggregate principal amount of all Redeemed Notes as the aggregate principal amount of Bearer Notes outstanding bears to the aggregate principal amount of the Notes outstanding, in each case on the Selection Date, provided that the first mentioned principal amount, if necessary, shall be rounded downwards to the nearest integral multiple of the specified Denomination, and the aggregate principal amount of Redeemed Notes represented by Registered Notes shall be equal to the balance of the Redeemed Notes. No exchange of any Registered Note will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this Condition 5.4 and the Issuer shall give notice to that effect to the Noteholders in accordance with Condition 12 at least 10 calendar days prior (or any other period as is specified in the applicable Pricing Supplement) to the Selection Date.

If the applicable Pricing Supplement specifies that the Noteholders have an option to require the Issuer to redeem the Notes, upon the Noteholder giving the Issuer, in accordance with Condition 12, not less than 30 nor more than 60 calendar days’ notice or such other period of notice as is specified in the applicable Pricing Supplement (which notice shall be irrevocable), the Issuer, upon the expiration of such notice, will redeem (in accordance with, the terms specified in the applicable Pricing Supplement) in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

In order to exercise its right to require redemption of any Registered Notes, the Noteholder must deliver to the office of the Registrar a duly signed and completed Put Option Notice in the form obtainable from the Registrar in which the holder must specify a bank account (or, if payment is by check, an address) to which payment is to be made under this Condition 5.5.

In order to exercise its right to require redemption of any Bearer Notes, the Noteholder must deliver the Bearer Note at the specified office of any Paying Agent outside the United States during normal business hours of such paying Agent falling within the notice period,

Page A-21

accompanied by a duly signed and completed Put Option Notice in the form obtainable from any specified office of any Paying Agent in which the holder must specify a bank account (or, if payment is by check, an address) to which payment is to be made under this Condition 5.5.

For purposes of Condition 5.2 and Condition 5.3 above, the Notes will be redeemed at the Early Redemption Amount calculated as follows:

The Issuer and any of its affiliates may at any time repurchase Notes (provided that, in the case of Bearer Notes, all unmatured Coupons attached to the Note are repurchased at the same time as the Note) at any price in the open market or otherwise. In the case of Bearer Notes, such Notes may be held, reissued, or surrendered to any Paying Agent for cancellation. Any Notes reissued or resold must comply with the selling restrictions set out in Treasury Regulations Section 1.163-5 as if they were newly issued.

All Notes which are redeemed will be cancelled (together with, in the case of Bearer Notes, all unmatured Coupons attached thereto or surrendered therewith at the time of redemption). All Bearer Notes so cancelled and the Bearer Notes purchased and cancelled pursuant to Condition 5.7 above (together with any unmatured Coupons cancelled therewith) shall be forwarded to the Issuing and Principal Paying Agent and cannot be reissued or resold.

All payments under a Note must be made by the Issuer or the Issuing and Principal Paying Agent on its behalf:

Page A-22

A payment made by electronic transfer is for all purposes taken to the made when the Issuer or the Issuing and Principal Paying Agent gives an irrevocable instruction for the making of that payment by electronic transfer, being an instruction which would be reasonably expected to result, in the ordinary course of banking business, in the relevant funds reaching the account of the Noteholder on the same day as the day on which the instruction is given.

Subject as provided below payments in Australian dollars will be made by transfer to an Australian dollar account maintained by the payee with, or by a cheque in Australian dollars drawn on, a bank in Sydney; provided however, that a cheque may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States by any office or agency of the Issuer, the Issuing and Principal Paying Agent or any Paying Agent.

Payments will be subject in all cases to Condition 6.6, without prejudice to the provisions of Conditions 7.

Except as provided below, payments of principal, if any, in respect of Bearer Notes will be made as provided in Condition 6.3 only against surrender of such Bearer Notes and payments of interest in respect of Bearer Notes will be made only against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States. Payments under Condition 6.3 made by cheque, at the option of the bearer of such Bearer Note or Coupon, shall be mailed or delivered to an address outside the United States furnished by such bearer. Subject to any applicable laws and regulations, any payments made by transfer will be made in immediately available funds to an account maintained by the payee with a bank located outside the United States.

Fixed Rate Bearer Notes should be presented for payment together with all related unmatured Coupons (which expression shall for this purpose include Coupons to be issued upon exchange of matured Talons). Failure to present the above will result in the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) being deducted from the sum due for payment. Each amount of principal so deducted will be paid as described above against surrender of the relative missing Coupon at any time before the expiration of five years after the Relevant Date in respect of such principal (whether or not such Coupon would otherwise have become void under condition 10) or, if later, five years from the date on which such Coupon would otherwise have become due. Upon any Fixed Rate Bearer Note becoming due and payable prior to its Maturity Date, all relevant unmatured Talons, if any, will become void and no further Coupons will be issued in respect of that Fixed Rate Bearer Note.

Page A-23

Upon the date on which any Floating Rate Bearer Note becomes due and payable, any related unmatured Coupons (whether or not attached), shall become void and no payment or, as the case may be, exchange for further Coupons, shall be made in respect of those Bearer Notes.

If the due date for redemption of any Bearer Note is not an Interest Payment Date, interest, if any, accrued in respect of such Bearer Note, from (and including) the preceding Interest Payment Date or, as the case may be, Interest Accrual Date, shall be payable only against surrender of the relevant Bearer Note.

All the payments on the Notes (including Registered Notes and Bearer Notes), including any payment by any office or agency of the Issuer, the Issuing and Principal Paying Agent or any Paying Agent, will be made outside of the United States and will not be mailed to an address in the United States, transferred to an account maintained by the payee in the United States or paid pursuant to a demand made in the United States.

All payments are subject to Condition 7 and to any applicable fiscal or other laws and regulations.

The Issuer will pay a United States Alien such additional amounts of interest (Additional Amounts) as may be necessary so that every net payment of the principal of and interest on any Note or any Coupon (if applicable), after deduction or withholding for or on account of any present or future tax, assessment, or other governmental charge imposed upon such holder by the United States or any political subdivision or taxing authority thereof or therein (other than any territory or possession) upon or as result of such payment, will not be less than the amount provided for in such Note and the Coupons (if applicable); provided, however, that such obligation to pay Additional Amounts shall not apply to:

Page A-24

Page A-25

United States Alien means any corporation, partnership, entity, individual, or fiduciary that is for United States federal income tax purposes (1) a foreign corporation, (2) a foreign partnership to the extent one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a non-resident alien individual, or a foreign estate or trust, (3) a non-resident alien individual, or (4) a foreign estate or trust.

Except as specifically provided in these Terms and Conditions and in the Agency and Registry Agreement, the Issuer shall not be required to make any payment with respect to any tax, assessment, or other governmental charge imposed by any government or any political subdivision or taxing authority.

Whenever any Additional Amounts are to be paid on Notes or Coupons (if applicable), the Issuer will give notice to the Issuing and Principal Paying Agent and any other Paying Agents, as provided in the Agency and Registry Agreement.

Page A-26

The Issuer agrees, subject to any relevant Pricing Supplement, to procure that the Registrar does the following things:

Page A-27

A Noteholder of Registered Notes must promptly notify any change of address to the Registrar.

The registration of the transfer of a Note may be suspended by the Registrar (and the Register shall be closed for the purpose of determining entitlements to payment under a Note) after the close of business on the eighth calendar day or other day in accordance with the Regulations prior to each Interest Payment Date (if any) and each Maturity Date of the Note or such other number of days as may be agreed by the Issuer and the Registrar and not contrary to the Regulations and notified promptly by the Issuer to the Noteholders and the Dealers.

The Registrar must register a transfer of a Note to or by a person who is entitled to do so in consequence of:

Page A-28

in accordance with any applicable laws and upon such evidence as the Issuer or the Registrar may require.

Without limitation, except as provided by statute or as required by order of a court of competent jurisdiction, no notice of any trust (whether express, implied or constructive) may be entered in the Register in respect of a Note and the Registrar is not obliged to recognise any trust.

The occurrence of any of the following events with respect to any Series of Senior Notes shall constitute an Event of Default with respect to such Series:

Page A-29

The occurrence of any of the following events with respect to any Series of Subordinated Notes shall constitute an Event of Default with respect to such Series:

If an Event of Default shall occur and be continuing, then the holder of any affected Note, at such holder’s option, by written notice to the Issuer and, in the case of Registered Notes, the Registrar or, in the case of Bearer Notes, the Issuing and Principal Paying Agent, may declare the principal of such Note, the interest accrued or any other amounts then payable thereon (and Additional Amounts, if any, thereon) to be due and payable immediately and if any such Event of Default shall continue at the time of receipt of such written notice, such amounts shall

Page A-30

become immediately due and payable, subject to the qualification in bold-type immediately below. Upon payment of such amount of principal, interest, or any other amounts payable (and Additional Amounts, if any), all of the Issuer’s obligations in respect of payment of principal of, interest, or any other amounts payable on (and Additional Amounts, if any) such Note shall terminate. Interest on overdue principal, interest, or any other amounts payable (and Additional Amounts, if any) shall accrue from the date on which such principal, interest, or any other amounts payable (and Additional Amounts, if any) were due and payable to the date such principal, interest, or any other amounts payable (and Additional Amounts, if any) are paid or duly provided for, at the rate borne by the Notes (to the extent payment of such interest shall be legally enforceable).

Payment of principal, the interest accrued, or any other amounts then payable thereon (and Additional Amounts, if any) of the Subordinated Notes may not be accelerated in the case of a default in the payment of principal, interest, or any other amounts then payable or the performance of any other covenant of the Issuer. Payment of the principal, the interest accrued, or any other amounts then payable thereon (and Additional Amounts, if any) of the Subordinated Notes may be accelerated only in the case of the bankruptcy or insolvency of the Issuer.

If an Event of Default with respect to any of the Notes, or an event which, with the passing of time or the giving of notice, or both, would be an Event of Default, shall occur and be continuing, the Issuer shall notify the Registrar and the Issuing and Principal Paying Agent in writing of such Event of Default no later than the following Business Day after it becomes aware of such Event of Default, and each of the Registrar and the Issuing and Principal Paying Agent upon receipt of such notice shall promptly notify all of the applicable Noteholders of such Event of Default. In the case of Registrar, such notification to holders of Registered Notes shall be by registered post to the address of the Noteholder recorded in the Register. In the case of the Issuing and Principal Paying Agent, such notification to holders of Bearer Notes shall be in accordance with Condition 12.

If any Note shall become repayable due to an Event of Default and in accordance with this Condition 9, such Note shall be repaid at its Early Redemption Amount together, if appropriate, with accrued interest thereon, such interest to accrue and be paid in accordance with Condition 3.

The Issuer shall provide to the Issuing and Principal Paying Agent and the Registrar within 90 calendar days after the end of each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 2006, a certificate to the effect that as of the last day of such fiscal year there was then existing no default with respect to the Notes, as defined in this section. The Issuing and Principal Paying Agent and the Registrar shall make such certificate available for inspection during normal business hours but shall have no duty to the Noteholders in respect of such certificate.

Page A-31

The Notes and, if applicable, Coupons will become void unless presented for payment within a period of five years after the date on which such payment first become due (the Relevant Date). However, if the full amount of the money payable has not been duly received by the Issuing and Principal Paying Agent or other relevant Paying Agent on or prior to the Relevant Date, then the Relevant Date shall mean the date on which, after the full amount of such money has been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 12.

In the case of Bearer Notes, no Coupon sheet issued upon exchange of a Talon shall include a Coupon on which the claim for payment would be void pursuant to this Condition or Condition 6.4 or any Talon which would be void pursuant to Condition 6.4.

Should any Bearer Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Issuing and Principal Paying Agent in Sydney (or such other place outside the United States as may be notified to Noteholders) upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonable require. Mutilated or defaced Bearer Notes, Coupons or Talons must be surrendered before replacements will be issued.

A notice or other communication to the Issuer, the Registrar or the Issuing and Principal Paying Agent in connection with a Note:

Page A-32

A notice or other communication to a Noteholder in connection with a Registered Note:

All notices regarding the Bearer Notes shall be published in a leading English language daily newspaper of general circulation in Sydney. It is expected that such publication will be made in the Australian Financial Review. The Issuer will also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which any Notes may be listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of such publication or, if published more than once, on the date of first publication. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to Noteholders in accordance with this Condition 12.3.

Notices to be given by any Noteholder shall be in writing and given by lodging the notice, together with the related Bearer Note or Bearer Notes, with the Issuing and Principal Paying Agent.

JPMorgan Chase Bank N.A., Sydney Branch of Level 35, AAP Centre, 259 George Street, SYDNEY NSW 2000 shall be the initial Issuing and Principal Paying Agent.

Page A-33

The Issuer is entitled to vary or terminate the appointment of the Issuing and Principal Paying Agent and any Paying Agent and to appoint a new Issuing and Principal Paying Agent or additional or other Paying Agents and approve any change in the specified office through which any Paying Agents acts, in each case without the consent of any Noteholder, provided that:

Notice of any such change or change in the specified office of the Issuing and Principal Paying Agent will be given to Noteholders in accordance with Condition 12.

On and after any Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon, if any, forming part of such Coupon sheet, may be surrendered at the specified office of the Issuing and Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Bearer Note to which it appertains) a further Talon, subject to the provisions of Condition 10. Each Talon, for purpose of these Terms and Conditions, shall be deemed to mature on the Interest Payment Date on which the final Coupon comprised in the relative Coupon sheet matures.

Meetings of Noteholders may be convened in accordance with the Meeting Provisions. Any such meeting may consider any matters affecting the interests of Noteholders, including, without limitation, the variation of the terms of the Notes to the Issuer and the granting of approvals, consents and waives, and the declaration of an Event of Default.

Page A-34

Each of the Agency and Registry Agreement, the Terms and Conditions and the relevant Pricing Supplement may be amended, without the consent of any Noteholder or Couponholder, for the following purposes:

Any such modification or amendment shall be binding on the Noteholders and the Couponholders and any such modification or amendment shall be notified to the Noteholders and the Couponholders in accordance with Condition 12 as soon as practicable thereafter.

Any entity into which the Issuing and Principal Paying Agent or any Paying Agent may be merged or converted, or any entity with which the Issuing and Principal Paying Agent or any of the Paying Agents may be consolidated or any entity resulting from any merger, conversion, or consolidation to which the Issuing and Principal Paying Agent or any of the Paying Agents shall be a party, or any entity to which the Issuing and Principal Paying Agent or any Paying Agent shall sell or otherwise transfer all or substantially all the assets of the Issuing and Principal Paying Agent or any Paying Agent shall become, on the date when such merger, conversion, consolidation, or transfer becomes effective and to the extent permitted by any applicable laws, the successor Issuing and Principal Paying Agent or, as the case may be, Paying Agent under the Agency and Registry Agreement without the execution or filing of any paper or any further act on the part of the parties to the Agency and Registry Agreement, unless otherwise required by the Issuer, and after the effective

Page A-35

date all references in the Agency and Registry Agreement to the Issuing and Principal Paying Agent or, as the case may be, such Paying Agent shall be deemed to be references to such entity. Written notice of any such merger, conversion, consolidation, or transfer shall be given immediately to the Issuer by the Issuing and Principal Paying Agent or relevant Paying Agent.

The Issuer may from time to time and without the consent of the Noteholders or, if applicable, Couponholders create and issue additional notes having terms and conditions the same as (or the same in all respects except for the Issue Date, Interest Accrual Date and the Issue Price) Notes of an existing Series. These additional Notes shall be consolidated and form a single Series with the outstanding Notes of the existing Series.

If any Bearer Note, Coupon or Talon is mutilated, defaced, stolen, destroyed or lost, it may be replaced at the office of the Issuing and Principal Paying Agent on payment by the claimant of such costs as may be incurred in connection with such replacement and on such terms as to evidence, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Bearer Notes, Coupons or Talons must be surrendered before replacement Bearer Notes, Coupons or Talons will be issued.

The Notes, Coupons and Talons are governed by the law in force in New South Wales or any other jurisdiction specified in the relevant Pricing Supplement. The subordination provisions contained in Condition 2.7 are governed by New York law.

The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. The Issuer waives any right it has to object to an action being brought in those courts, to claim that such action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction.

The Issuer irrevocably appoints BA Australia Limited (ABN 50 004 617 341) to receive, for it and on its behalf, service of process in any proceedings in the courts of New South Wales. If for any reason such agent shall cease to be an agent for service of process, the Issuer shall immediately appoint a new agent for service of process in New South Wales and deliver notice of such appointment to the Noteholders in accordance with the procedures set out in Condition 12 within 30 days. Nothing shall affect the right to service process in any other manner permitted by law.

Page A-36

Schedule

Provisions for Meetings of Noteholders

Page A-37

The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the relevant meeting or adjourned meeting of Noteholders be deemed to be the holder of the Notes to which such voting certificate or block voting instruction related and the Registrar or Paying Agent with which such Notes have been registered or deposited, as the case may be, or the person holding the same to the order or under the control of such Paying Agent shall be deemed for such purposes not to be the holder of those Notes.

Page A-38

Page A-39

the quorum shall be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than two-thirds in principal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the holders of Notes will be binding on all holders of Notes whether or not they are present at the meeting and on all holders of Coupons (if any) appertaining to Bearer Notes.

Page A-40

Page A-41

Without prejudice to the obligation of the proxies named in any block voting instructions, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

Page A-42

Page A-43

Page A-44

Schedule 4

Bearer Exchange Notice

This Schedule sets out the form of the Bearer Exchange Notice (as defined in the Terms and Conditions) to be given by the holder of a Registered Note in order to exercise the option to exchange a Registered Note for a Bearer Note.

Bank of America Corporation

A$[*] Notes due [*] 20[*]

Bearer Exchange Notice

[*] being the holder of [*] principal amount of Registered Notes, hereby exercises the option set out in the Registered Notes to have such Registered Notes exchanged for Bearer Notes in an aggregate amount equal to the principal amount of the Registered Notes being exchanged and directs that such Bearer Notes [be made available for collection by it from the Issue and Principal Paying Agent’s specified office/be mailed to the (respective) address(es) of the registered holder(s) as set forth below]*.

Name(s) and address(es) of registered holder(s):

[*]

[*]

[*]

Notes:

Page 13

Page 14

Appendix 1 to Bearer Exchange Notice

Bank of America Corporation

A$[*] Notes due [*] 20[*]

Exchange Declaration

I declare that I am not an Australian resident, as defined in the Income Tax Assessment Act 1936, nor will I otherwise hold the Bearer Notes, to which this declaration applies, in the course of carrying on business in Australia at or through a permanent establishment in Australia.

I further undertake to notify the Issuer if I either:

and I undertake to provide such notification (the Notice) within a reasonable time after the occurrence of either (a) or (b) above and provided I give the Notice prior to the first interest payment date after that occurrence.

Page 15

Schedule 5

Form of Bearer Note, Coupon and Talon

FORM OF BEARER NOTE

THE NOTES ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM TERM NOTE PROGRAM HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THE NOTES NOR ANY INTEREST OR PARTICIPATION IN THE NOTES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRORITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

THE NOTES ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM TERM NOTE PROGRAM MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDEDNT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED 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 BEARER NOTE ARE AS SPECIFIED IN THE PRICING SUPPLEMENT AND AGENCY AND REGISTRY 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 NOTEHOLDER NOR THE BENEFICIAL OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF.

Page 16

BANK OF AMERICA CORPORATION

A$[*] NOTES DUE [*] 20[*]

Series No.[*]

Tranche No. [*]

NOTE

This Note is a duly authorised issue of Australian Medium-Term Notes (the “Notes”) of Bank of America Corporation (the “Issuer”) denominated in Australian dollars maturing on the Maturity Date or, as the case may be, on the Interest Payment Date falling on the Redemption Month. References herein to the Terms and Conditions shall be to the Terms and Conditions of the Notes endorsed herein as modified and supplemented by the information set out in the Pricing Supplement attached hereto and incorporated hereon, but in the event of any conflict between the provisions of the Terms and Conditions and the information set out in the Pricing Supplement, the Pricing Supplement will prevail.

This Note is issued subject to, and with the benefit of, the Terms and Conditions and an Agency and Registry Agreement (the “Agency and Registry 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 May 18, 2006 and made among Bank of America Corporation, JPMorgan Chase Bank N.A., Sydney Branch (the “Issuing and Principal Paying Agent”) and the other agents named therein.

For value received, the Issuer, subject to and in accordance with the Terms and Conditions, promises to pay to the bearer hereof on the Maturity Date or, as the case may be, on the Interest Payment Date falling in the Redemption Month, or on such earlier date as this Note may become due and repayable in accordance with the Terms and Conditions, the amount payable on redemption of this Note, and to pay interest (if any) on this Note calculated and payable as provided in the Terms and Conditions together with any other sums payable under the Terms and Conditions.

This Note shall be governed by the law in force in New South Wales.

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 Issuing and Principal Paying Agent acting in accordance with the Agency and Registry Agreement.

IN WITNESS WHEREOF the Issuer has caused this Note to be duly signed on its behalf.

Page 17

CERTIFICATE OF AUTHENTICATION OF THE AGENT

This Note is authenticated by or on behalf of the Agent.

Page 18

(REVERSE OF NOTE)

The Terms and Conditions of the Notes, attached to or endorsed upon this Note, are set forth in (i) Schedule 3 of the Deed Poll dated as of May 18, 2006 by and among Bank of America Corporation, JPMorgan Chase Bank N.A., Sydney Branch (the “Issuing and Principal Paying Agent”) and the other agents named therein; and (ii) the Pricing Supplement dated [*] 20[*].

[At the foot of the Terms and Conditions of the Notes]

ISSUING AND PRINCIPAL PAYING AGENT

JPMorgan Chase Bank N.A., Sydney Branch

Page 19

FORM OF COUPON

THIS COUPON ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM TERM NOTE PROGRAM HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS COUPON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD 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 REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS COUPON IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

THE NOTES ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM TERM NOTE PROGRAM 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 ORGANISED 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 COUPON 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 NOTEHOLDER NOR THE BENEFICIAL OWNERS OF THIS COUPON SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF.

BANK OF AMERICA CORPORATION

A$[*] NOTES DUE [*] 20[*]

Series No. [*]

Part A

For Fixed Rate Notes:

Page 20

Part B

THE ATTENTION OF COUPONHOLDERS IS DRAWN TO CONDITION 5 OF THE TERMS AND CONDITIONS. THE NOTE TO WHICH THIS COUPON APPERTAINS MAY, IN CERTAIN CIRCUMSTANCES SPECIFIED IN SUCH TERMS AND CONDITIONS, FALL DUE FOR REDEMPTION PRIOR TO THE DUE DATE IN RELATION TO THIS COUPON. IN SUCH EVENT THE PAYING AGENT TO WHICH SUCH INSTRUMENT IS PRESENTED FOR REDEMPTION MAY DETERMINE, IN ACCORDANCE WITH CONDITION 5 THAT THIS COUPON IS TO BECOME VOID.

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.

Page 21

(Reverse of Coupon)

ISSUING AND PRINCIPAL PAYING AGENT

JPMorgan Chase Bank N.A., Sydney Branch

Page 22

FORM OF TALON

THIS TALON ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM TERM NOTE PROGRAM HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS TALON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD 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 REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS TALON IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

THE NOTES ISSUED UNDER THE BANK OF AMERICA CORPORATION AUSTRALIAN MEDIUM TERM NOTE PROGRAM 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 TALON 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 NOTEHOLDER NOR THE BENEFICIAL OWNERS OF THIS TALON SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF.

(On the front)

BANK OF AMERICA CORPORATION

A$[*] NOTES DUE [*]20[*]

Series No.[*]

Page 23

On and after [            ] further Coupons [and a further Talon] appertaining to the Bearer Note to which this Talon appertains will be issued at the specified office of the Issuing and Principal Paying Agent set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Bearer Notes to which this Talon appertains.

Page 24

(Reverse of Receipt and Talon)

ISSUING AND PRINCIPAL PAYING AGENT

JPMorgan Chase Bank N.A., Sydney Branch

Page 25

EXECUTED and delivered as a deed poll.

Signed and Delivered on behalf of Bank of

America Corporation by its Senior Vice

President in the presence of:

Page 26