====================================


TWELFTH SUPPLEMENTAL
INDENTURE


between


BANK OF AMERICA
CORPORATION


and


THE BANK OF NEW YORK


Dated as of August 2,
2006


=====================================
















ARTICLE
1.......... DEFINITIONS


                SECTION 1.1...... Definition of
Terms................................................................................. 4


ARTICLE 2.......... GENERAL TERMS
AND CONDITIONS OF THE NOTES


                 SECTION 2.1...... Designation and Principal Amount........................................................... 6

                 SECTION 2.2...... Maturity................................................................................................. 7

                 SECTION 2.3...... Form and Payment................................................................................. 7

                 SECTION 2.4...... Global Form........................................................................................... 7

                 SECTION 2.5...... Interest................................................................................................... 8


ARTICLE 3.......... PREPAYMENT OF
THE NOTES


                 SECTION 3.1...... Special Event Prepayment...................................................................... 9

                 SECTION 3.2...... Optional Prepayment by Company......................................................... 9

                 SECTION 3.3...... No Sinking Fund.................................................................................. 10


ARTICLE 4.......... EXTENSION OF
INTEREST PAYMENT PERIOD


                 SECTION 4.1...... Extension of Interest Payment Period.................................................... 10

                 SECTION 4.2...... Notice of Extension.............................................................................. 10

                 SECTION 4.3...... Limitation of
Transactions..................................................................... 11


ARTICLE 5.......... EXPENSES


                 SECTION 5.1...... Payment of Expenses............................................................................ 12

                 SECTION 5.2...... Payment Upon
Resignation or Removal................................................. 12


ARTICLE 6.......... COVENANT TO
LIST ON EXCHANGE


                 SECTION 6.1...... Listing on an
Exchange......................................................................... 13


ARTICLE 7.......... FORM OF NOTE


                 SECTION 7.1...... Form of Note....................................................................................... 13


ARTICLE 8.......... ORIGINAL
ISSUE OF NOTES


                 SECTION 8.1...... Original Issue
of Notes......................................................................... 20


ARTICLE 9.......... MISCELLANEOUS


                 SECTION 9.1...... Ratification of Indenture........................................................................ 21

                 SECTION 9.2...... Trustee Not Responsible for Recitals.................................................... 21

                 SECTION 9.3...... Governing Law..................................................................................... 21

                 SECTION 9.4...... Severability.......................................................................................... 21

                 SECTION 9.5...... Counterparts........................................................................................ 21


 







TWELFTH
SUPPLEMENTAL INDENTURE




THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of August 2,
2006 (the "Twelfth Supplemental Indenture"), between BANK OF AMERICA
CORPORATION, a Delaware corporation (the "Company"), and THE BANK OF NEW YORK,
as trustee (the "Trustee"), under a Restated Indenture dated as of November 1,
2001 between the Company and the Trustee (the "Indenture").


WHEREAS, the Company desires to establish, under the
terms of the Indenture, a series of its securities to be known as its 67⁄8% Junior Subordinated Notes, due 2055 (the
"Notes"), the form and substance of such Notes and the terms, provisions and
conditions thereof, to be set forth as provided in the Indenture and this Twelfth
Supplemental Indenture; and


WHEREAS, under the terms of an Underwriting Agreement
dated as of July 26, 2006 (the "Underwriting Agreement"), among the Company,
BAC Capital Trust XII (the "Trust") and the Underwriters named therein (the
"Underwriters"), the Trust has agreed to sell to the Underwriters $750,000,000
aggregate liquidation amount of its 67⁄8%
Capital Securities (such securities being of the type referred to in the
Indenture as the "Preferred Securities" and in this Twelfth Supplemental
Indenture as the "Capital Securities") and has granted the Underwriters an
option to purchase up to an additional $112,500,000 aggregate liquidation
amount of Capital Securities of the Trust (the "Option") to cover
over-allotments; and


WHEREAS, if the Underwriters elect to exercise the
Option, the Trust has agreed pursuant to the terms of that certain Subscription
Agreement dated as of July 26, 2006 between the Trust and the Company (the
"Subscription Agreement"), to issue up to an additional 100,000 Common
Securities with an aggregate liquidation amount of up to $2,500,000; and


WHEREAS, pursuant to the Subscription Agreement, the
Company has committed to purchase all of the common securities of the Trust
(the "Common Securities"), which Common Securities shall represent at least 3%
of the total capital of the Trust; and


WHEREAS, the Trust proposes to invest the gross proceeds
from such offering of Capital Securities, together with the gross proceeds from
the issuance and sale by the Trust of the Common Securities, in the Notes, as a
result of which the Trust will purchase initially $775,000,000 aggregate
principal amount of the Notes, and may upon exercise of the Option, will
purchase up to an additional $115,000,000 aggregate principal amount of the
Notes; and


WHEREAS, the Company has requested that the Trustee
execute and deliver this Twelfth Supplemental Indenture; and 


WHEREAS, all requirements necessary to make this Twelfth
Supplemental Indenture a valid instrument in accordance with its terms and to
make the Notes, when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been performed, and the
execution and delivery of this Twelfth Supplemental Indenture have been duly
authorized in all respects.

 


                                                                                              
2




NOW THEREFORE, in consideration of the purchase and
acceptance of the Notes by the Holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the Notes and
the terms, provisions and conditions thereof, the Company covenants and agrees
with the Trustee as follows:


ARTICLE 1



DEFINITIONS


SECTION 1.1  
Definition of Terms.


Unless the context otherwise requires:


(a)        a term defined in
the Indenture has the same meaning when used in this Twelfth Supplemental
Indenture unless otherwise provided herein;


(b)        a term defined
anywhere in this Twelfth Supplemental Indenture has the same meaning
throughout;


(c)        the singular
includes the plural and vice versa;


(d)        a reference to a
Section or Article is to a Section or Article of this Twelfth Supplemental
Indenture;


(e)        headings are for
convenience of reference only and do not affect interpretation;


(f)         the following
terms have the meanings given to them in the Declaration:  (i) Business Day;
(ii) Clearing Agency; (iii) Delaware Trustee; (iv) Capital Security
Certificate; (v) Depositary; (vi) Property Trustee; and (vii) Regular Trustee;


(g)        the following
terms have the meanings given to them in this Section 1.1;


"Additional Interest" shall have the meaning set
forth in Section 2.5.


"Capital Treatment Event" means the reasonable
determination by the Company that, as a result of the occurrence of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision thereof, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or such pronouncement,
action or decision is announced on or after the date of original issuance of
the Capital Securities, there is more than an insubstantial risk that the
Company will not be entitled to treat an amount equal to the aggregate
liquidation amount of the Capital Securities as Tier 1 capital (or the then
equivalent thereof) for purposes of the capital adequacy guidelines of the
Board of Governors of the Federal Reserve System, as then in effect and
applicable to the Company.


"Compounded Interest" shall have the meaning set
forth in Section 4.1.

                                                                                              
3



 


"Coupon Rate" shall have the meaning set forth in
Section 2.5.


"Declaration" means the Amended and Restated
Declaration of Trust of BAC Capital Trust XII, a Delaware statutory trust,
dated as of July 26, 2006.


"Deferred Interest" shall have the meaning set
forth in Section 4.1.


"Dissolution Election" means that, as a result of
the election of the Company, as Sponsor, the Trust is to be dissolved in
accordance with the Declaration, and the Notes held by the Property Trustee are
to be distributed to the holders of the Trust Securities issued by the Trust pro
rata or in any other manner specified in the Declaration.


"Extended Interest Payment Period" shall have the
meaning set forth in Section 4.1.


"Global Note" shall have the meaning set forth in
Section 2.4.


"Holder" means any person in whose name the Notes
are registered on the register kept by the Company or the Property Trustee in
accordance with the terms hereof.


"Interest Payment Date" shall have the meaning
set forth in Section 2.5.


"Investment Company Event" means the receipt by
the Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or a
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority (a "Change in 1940 Act
Law"), the Trust is or will be considered an investment company that is
required to be registered under the Investment Company Act of 1940, as amended,
which Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Capital Securities.


 "Maturity Date" means the date on which the
Notes mature and on which the principal shall be due and payable together with
all accrued and unpaid interest thereon, including Compounded Interest and
Additional Interest, if any.


"Maturity Repayment Price" means the price, at
the Maturity Date, equal to the principal amount of, plus accrued and unpaid interest
on, the Notes.


"Non-Book-Entry Capital Securities" shall have
the meaning set forth in Section 2.4.


"Optional Prepayment Price" means 100% of the
outstanding principal amount of the Notes to be redeemed, plus any accrued and
unpaid interest thereon up to, but excluding the date of such prepayment.


"Optional Prepayment" means prepayment prior to
the Maturity Date of the Notes at the option of the Company in whole or in part
at any time on or after August 2, 2011.

                                                                                              
4



 


"Senior Obligations" shall have the meaning set
forth in the Indenture.  For the avoidance of confusion, the term Senior
Obligations does not include any indebtedness that by its terms is subordinated
to or ranks equally with the Notes, including any such indebtedness that the
Federal Reserve Board authorizes for inclusion in Tier 1 capital, all limited
to the extent that the classification of such indebtedness as ranking
subordinated to or equally with the Notes is authorized under the capital rules
of the Federal Reserve Board.


"Special Event" means a Tax Event, a Capital
Treatment Event or an Investment Company Event.


"Special Event Prepayment" means a prepayment of
the Notes, in whole but not in part, pursuant to the occurrence of a Special
Event.


"Special Event Prepayment Price" means 100% of
the outstanding principal amount of the Notes, plus any accrued and unpaid
interest thereon up to but excluding the date of prepayment.


"Tax Event" means that (i) the Company shall have
received an opinion of a nationally recognized independent tax counsel
experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement or
decision is announced on or after the date of original issuance of the Capital
Securities, there is more than an insubstantial risk that interest payable on
the Notes is not, or within 90 days of the date thereof, will not be
deductible, in whole or in part, by the Company for United States federal
income tax purposes or (ii) the Regular Trustees have been informed by a
nationally recognized independent tax counsel that a No Recognition Opinion
cannot be delivered.  "No Recognition Opinion" means an opinion of a nationally
recognized independent tax counsel experienced in such matters, which opinion
may rely on published revenue rulings of the Internal Revenue Service, to the
effect that the holders of the Capital Securities and Common Securities will
not recognize any gain or loss for United States federal income tax purposes as
a result of the dissolution of the Trust and the distribution of the Notes.


ARTICLE 2



GENERAL TERMS AND CONDITIONS OF THE NOTES


SECTION 2.1  
Designation and Principal Amount.  


There is hereby authorized and established under the
terms of the Indenture a series of the Company's securities designated the "67⁄8% Junior Subordinated Notes, due 2055"
limited in aggregate principal amount to no more than $890,000,000 which amount
shall be as set forth in one or more written orders of the Company for the
authentication and delivery of the Notes pursuant to Section 2.04 of the
Indenture including any subsequent or supplemental written order of the Company
upon exercise of the Option.

                                                                                                 
5



 


SECTION 2.2  
Maturity.  


The Maturity Date for the Notes is August 2, 2055.


SECTION 2.3  
Form and Payment. 


Except as provided in Section 2.4, the Notes shall be
issued in fully registered certificated form without interest coupons. 
Principal and interest on the Notes issued in certificated form will be
payable, the transfer of such Notes will be registrable and such Notes will be
exchangeable for Notes bearing identical terms and provisions at the office or
agency of the Trustee; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the Holder
at such address as shall appear in the Security Register.  Notwithstanding the
foregoing, so long as the Holder of any Notes is the Property Trustee, the
payment of the principal of and interest (including Compounded Interest and
Additional Interest, if any) on such Notes held by the Property Trustee will be
made at such place and to such account as may be designated by the Property
Trustee.


SECTION 2.4  
Global Form.  


(a)        In
connection with a Dissolution Election,


(i)         the Notes in certificated form shall be
presented to the Trustee by the Property Trustee to be exchanged for one or
more fully registered securities representing the aggregate principal amount of
all then outstanding Notes as a Global Security to be registered in the name of
the Depositary, or its nominee (a "Global Note"), and delivered by the Trustee
to the Depositary for crediting to the accounts of its participants pursuant to
the instructions of the Regular Trustees.  Upon any such presentation, the
Company shall execute a Global Note in such aggregate principal amount and
deliver the same to the Trustee for authentication and delivery in accordance
with the Indenture and this Twelfth Supplemental Indenture.  Payments on the
Notes issued as a Global Note will be made to the Depositary; and


(ii)        if any Capital Securities are held in
certificated form and not in book-entry form, the Notes in certificated form
may be presented to the Trustee by the Property Trustee and any Capital
Security Certificate which represents Capital Securities other than Capital
Securities held by the Clearing Agency or its nominee ("Non-Book‐Entry Capital
Securities") will be deemed to represent beneficial interests in Notes
presented to the Trustee by the Property Trustee having an aggregate principal
amount equal to the aggregate liquidation amount of the Non-Book‐Entry
Capital Securities until such Capital Security Certificates are presented to
the Security Registrar for transfer or reissuance, at which time such Capital
Security Certificates will be canceled and a Note, registered in the name of
the holder of the Capital Security Certificate or the transferee of the holder
of such Capital Security Certificate, as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the Capital
Security Certificate canceled, will be executed by the Company and delivered to
the Trustee for authentication and delivery in accordance with the Indenture
and this Twelfth Supplemental Indenture.  On issue of such Notes, Notes with an
equivalent aggregate principal amount that were presented by the Property
Trustee to the Trustee will be deemed to have been canceled.

                                                             
6



 


(b)        A Global Note may
be transferred, in whole but not in part, only to another nominee of the
Depositary, or to a successor Depositary selected or approved by the Company or
to a nominee of such successor Depositary.


(c)        If at any time the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary or if at any time the Depositary shall no longer be registered or in
good standing under the Exchange Act or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, the Company will execute, and, subject to
Article 2 of the Indenture, the Trustee, upon written notice from the Company,
will authenticate and make available for delivery the Notes in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Note in
exchange for such Global Note.  In addition, the Company may at any time
determine that the Notes shall no longer be represented by a Global Note.  In
such event the Company will execute, and subject to Section 2.07 of the Indenture,
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Notes in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global Note
in exchange for such Global Note.  Upon the exchange of the Global Note for
such Notes in definitive registered form without coupons, in authorized
denominations, the Global Note shall be canceled by the Trustee.  Such Notes in
definitive registered form issued in exchange for the Global Note shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee.  The Trustee shall deliver such Notes
to the Depositary for delivery to the Persons in whose names such Securities
are so registered.


SECTION 2.5  
Interest. 


(a)        Each Note will
bear interest at the rate of 67⁄8% per
annum (the "Coupon Rate") from August 2, 2006 until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest or Deferred Interest at the Coupon Rate, compounded
quarterly, payable (subject to the provisions of Article 4) quarterly in
arrears on February 2, May 2, August 2 and November 2 of each year (each, an
"Interest Payment Date"), beginning on November 2, 2006, to the Person in whose
name such Note or any predecessor Note is registered at the close of business
on the regular record date for such interest installment, which, in respect of
any Notes of which the Property Trustee is the Holder of a Global Note, shall
be the close of business on the Business Day next preceding that Interest
Payment Date.  Notwithstanding the foregoing sentence, if the Capital
Securities are no longer in book-entry only form, the relevant record dates
shall be January 15, April 15, July 15 and October 15 prior to the regular
Interest Payment Date.


(b)        The amount of
interest payable for any period will be computed on the basis of a 360‐day
year of twelve 30-day months.  Except as provided in the following sentence,
the amount of interest payable for any period shorter than a full quarter for
which interest is computed, will be computed on the basis of the actual number
of days elapsed in such a 30‐day period. In the event that any date on
which interest is payable on the Notes is not a Business Day, 

                                                                                               
7



then payment of
interest payable on such date will be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.


(c)        If, at any time
while the Property Trustee is the Holder of any Notes, the Trust or the Property
Trustee is required to pay any taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed by the United
States, or any other domestic taxing authority, then, in any case, the Company
will pay as additional interest ("Additional Interest") on the Notes held by
the Property Trustee, such additional amounts as shall be required so that the
net amounts received and retained by the Trust and the Property Trustee after
paying such taxes, duties, assessments or other governmental charges will be
equal to the amounts the Trust and the Property Trustee would have received had
no such taxes, duties, assessments or other government charges been imposed.


ARTICLE 3



PREPAYMENT OF THE NOTES


SECTION 3.1  
Special Event Prepayment.


If a Special Event has occurred and is continuing, the
Company shall have the right, upon not less than 30 days' nor more than 60
days' notice to the Holders of the Notes, to prepay the Notes, in whole but not
in part, for cash within 90 days following the occurrence of such Special Event
(the "90-Day Period") at a prepayment price equal to the Special Event
Prepayment Price.  The Special Event Prepayment Price shall be paid prior to
12:00 noon, New York time, on the date of such repayment or such earlier time
as the Company determines, provided that the Company shall
deposit with the Trustee an amount sufficient to pay the Special Event
Prepayment Price by 10:00 a.m., New York time, on the date such Special Event
Prepayment Price is to be paid.


SECTION 3.2  
Optional Prepayment by Company.  


(a)        Subject to the
provisions of Section 3.2(b) and to the provisions of Article 14 of the
Indenture, the Company shall have the right to prepay the Notes, in whole or in
part, at any time and from time to time, on or after August 2, 2011, at a
redemption price equal to the Optional Prepayment Price.  Any prepayment
pursuant to this paragraph will be made upon not less than 30 days' nor more
than 60 days' notice to the Holders of the Notes.  If the Notes are only
partially prepaid pursuant to this Section 3.2, the Notes will be prepaid pro
rata or by lot or by any other method utilized by the Trustee; provided
that if, at the time of prepayment, the Notes are registered as a Global
Note, the Depositary shall determine, in accordance with its procedures, the
principal amount of such Notes held by each Holder of a Note to be prepaid. 
The Optional Prepayment Price shall be paid prior to 12:00 noon, New York time,
on the date of such prepayment or at such earlier time as the Company
determines provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Optional Prepayment Price by 10:00 a.m., New York time,
on the date such Optional Prepayment Price is to be paid.

                                                                                            
8



 


(b)        If a partial
prepayment of the Notes would result in the delisting of the Capital Securities
issued by the Trust from any national securities exchange or other organization
on which the Capital Securities are then listed, the Company shall not be
permitted to effect such partial prepayment and may only prepay the Notes in
whole.


SECTION 3.3  
No Sinking Fund.  


The Notes are not entitled to the benefit of any sinking
fund.


ARTICLE 4



EXTENSION OF INTEREST PAYMENT PERIOD


SECTION 4.1  
Extension of Interest Payment Period.


The Company shall have the right, at any time and from
time to time during the term of the Notes, to defer payments of interest by
extending the interest payment period of such Notes for a period selected by
the Company not exceeding 20 consecutive quarters (the "Extended Interest
Payment Period"), during which Extended Interest Payment Period no interest
shall be due and payable; provided that no Extended Interest
Payment Period may extend beyond the Maturity Date.  To the extent permitted by
applicable law, interest, the payment of which has been deferred because of the
extension of the interest payment period pursuant to this Section 4.1, will accrue
additional interest thereon at the Coupon Rate compounded quarterly for each quarter
of the Extended Interest Payment Period ("Compounded Interest").  At the end of
the Extended Interest Payment Period, the Company shall pay all interest
accrued and unpaid on the Notes, including any Additional Interest and
Compounded Interest (together, "Deferred Interest") that shall be payable to
the Holders of the Notes in whose names the Notes are registered in the
Security Register on the first record date after the end of the Extended
Interest Payment Period.  Before the termination of any Extended Interest
Payment Period, the Company may further extend such period, provided that such
period together with all such previous and further extensions thereof shall not
exceed 20 consecutive quarters or extend beyond the Maturity Date of the
Notes.  Upon the termination of any Extended Interest Payment Period and upon
the payment of all Deferred Interest then due, the Company may commence a new
Extended Interest Payment Period, subject to the foregoing requirements.  No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof, but the Company may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period.


SECTION 4.2  
Notice of Extension.


(a)        If the Property
Trustee is the only registered Holder of the Notes at the time the Company
selects an Extended Interest Payment Period, the Company shall give written
notice to the Regular Trustees, the Property Trustee and the Trustee of its
selection of such Extended Interest Payment Period at least one Business Day
before the earlier of (i) the next succeeding date on which Distributions on
the Trust Securities issued by the Trust are payable, or (ii) the date on which
the Trust is required to give notice of the record date, or the date on which
such Distributions are payable, to the New York Stock Exchange or any other
exchange upon which the Notes or Trust Securities are listed or any other
applicable self‐regulatory organization or to holders of the Capital
Securities issued by the Trust, but in any event at least one Business Day
before such record date (however, in no event shall notice be required more
than 15 Business Days prior to an Interest Payment Date).


(b)        If the Property
Trustee is not the only Holder of the Notes at the time the Company selects an
Extended Interest Payment Period, the Company shall give the Holders of the Notes
and the Trustee written notice of its selection of such Extended Interest
Payment Period at least 10 Business Days, but not more than 15 Business Days,
before the earlier of (i) the next succeeding Interest Payment Date, or (ii)
the date the Company is required to give notice of the record or payment date
of such interest payment to the New York Stock Exchange or any other exchange


                                                                                               
9



upon which the Notes or Trust Securities are listed or any other applicable
self‐regulatory organization or to Holders of the Notes.


(c)        The quarter in
which any notice is given pursuant to paragraphs (a) or (b) of this Section 4.2
shall be counted as one of the 20 quarters permitted in computing the maximum
Extended Interest Payment Period permitted under Section 4.1.


SECTION 4.3  
Limitation of Transactions.  


If (i) the Company shall exercise its right to defer
payment of interest as provided in Section 4.1 and such Extended Interest
Payment Period is continuing, or (ii) there shall have occurred and be
continuing any Event of Default or Nonpayment, as defined in the Indenture,
then (a) the Company shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i)
purchases or acquisitions of shares of its common stock in connection with the
satisfaction by the Company of its obligations under any employee benefit
plans, (ii) as a result of a reclassification of its capital stock or the
exchange or conversion of one class or series of Company capital stock for
another class or series of its capital stock or (iii) the purchase of
fractional interests in shares of its capital stock pursuant to an acquisition
or the conversion or exchange provisions of such capital stock or security
being converted or exchanged) or make any guarantee payment with respect
thereto and (b) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Company which rank pari passu with or
junior to the Notes.


ARTICLE 5



EXPENSES


SECTION 5.1  
Payment of Expenses.  


In connection with the offering, sale and issuance of
the Notes to the Property Trustee and in connection with the sale of the Trust
Securities by the Trust, the Company, in its capacity as borrower with respect
to the Notes, shall:

                                                                                             
10



 


(a)        pay all costs and
expenses relating to the offering, sale and issuance of the Notes, including
commissions to the underwriters payable pursuant to the Underwriting Agreement,
the compensation of the Trustee under the Indenture in accordance with the
provisions of Section 6.06 of the Indenture and the issuance of additional
Notes and Trust Securities upon exercise of the Option;


(b)        pay all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization, maintenance and dissolution of the Trust, the
offering, sale and issuance of the Trust Securities (including commissions to
the underwriters payable pursuant to the Underwriting Agreement), the fees and
expenses of the Property Trustee and the Delaware Trustee, the costs and
expenses relating to the operation of the Trust, including without limitation,
costs and expenses of accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and computing or accounting
equipment, paying agent(s), registrar(s), transfer agent(s), duplicating,
travel and telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets);


(c)        be primarily and
fully liable for any indemnification obligations arising with respect to the
Declaration; and


(d)        pay any and all
taxes (other than United States withholding taxes attributable to the Trust or
its assets) and all liabilities, costs and expenses with respect to such taxes
of the Trust.


SECTION 5.2  
Payment Upon Resignation or Removal.  


Upon termination of this Twelfth Supplemental Indenture
or the Indenture or the removal or resignation of the Trustee, unless otherwise
stated, the Company shall pay to the Trustee all amounts accrued to the date of
such termination, removal or resignation.  Upon termination of the Declaration
or the removal or resignation of the Delaware Trustee or the Property Trustee,
as the case may be, pursuant to Section 5.7 of the Declaration, the Company
shall pay to the Delaware Trustee or the Property Trustee, as the case may be,
all amounts accrued to the date of such termination, removal or resignation.


ARTICLE 6



COVENANT TO LIST ON EXCHANGE


SECTION 6.1  
Listing on an Exchange.  


If the Notes are to be issued as a Global Note in
connection with the distribution of the Notes to the holders of the Capital
Securities upon a Dissolution Election, the Company will use its best efforts
to list such Notes on any stock exchanges on which the Capital Securities are
then listed.

                                                                                        
11



 


ARTICLE 7



FORM OF NOTE


SECTION 7.1  
Form of Note.  


The Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the following
forms:


                                    


 

 

 

 

 

 

 

                                                                                       
12







(FORM
OF FACE OF NOTE)


[IF THE NOTE IS TO BE A GLOBAL
NOTE, INSERT - This Note is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of The Bank of New York,
as Property Trustee of BAC Capital Trust XII (the "Trust").  This Note is
exchangeable for Notes registered in the name of a person other than The Bank
of New York, as Property Trustee of BAC Capital Trust XII, or its nominee only
in the limited circumstances described in the Indenture, and no transfer of
this Note may be registered except in limited circumstances.]


Unless this Note is presented
by an authorized representative of The Depository Trust Company, New York
("DTC") to the issuer or its agent for registration of transfer, exchange or
payment, and any Note issued is registered in the name of CEDE & CO. or
such other name as requested by an authorized representative of DTC (and any
payment hereon is made to Cede & Co. or such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.


THIS NOTE IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS
NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING AFFILIATE OF BANK OF AMERICA
CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.


$__________                                                                                      CUSIP
No.    060505 CJ 1

                                                                                                            ISIN
No. US060505CJ19


No. XII-R-__ 


BANK
OF AMERICA CORPORATION

67⁄8% JUNIOR SUBORDINATED NOTES,

DUE
2055


BANK OF AMERICA CORPORATION, a
Delaware corporation (the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY TRUSTEE OF BAC
CAPITAL TRUST XII, or registered assigns, the principal sum of
____________________________________ DOLLARS ($__________.00) on August 2, 2055
(the "Maturity Date"), and to pay interest on said principal sum from August 2,
2006 or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on February 2,
May 2, August 2 and November 2 of each year beginning November 2, 2006, at the
rate of 67⁄8% per annum until the
principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum compounded quarterly.  The
amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360‐day year of twelve 30‐day months.  In the event
that any date on which interest is payable on this Note is not a Business Day,
then payment



                                                                                           
13



 






of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.  The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the person in whose name this Note (or one or more
Predecessor Securities, as defined in the Indenture) is registered at the close
of business on the regular record date for such interest installment, which
shall be the close of business on the business day next preceding such Interest
Payment Date.  IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO
LONGER REPRESENTED BY A GLOBAL NOTE, the record date shall be the close of
business on the January 15, April 15, July 15 and October 15 prior to such
payment dates.  Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holders on
such regular record date and may be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered Holders of
this series of Notes not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.  The principal of (and premium, if any) and the
interest on this Note shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered Holder at
such address as shall appear in the Security Register.  Notwithstanding the
foregoing, so long as the Holder of this Note is the Property Trustee, the
payment of the principal of (and premium, if any) and interest on this Note
will be made at such place and to such account as may be designated by the
Property Trustee.  As used herein, the term "Business Day" shall mean any day
other than a day on which federal or state banking institutions in New York,
New York, or Charlotte, North Carolina, are authorized or obligated by law,
executive order or regulation to close.


The indebtedness evidenced by
this Note is, to the extent provided in the Indenture, subordinate and junior
in right of payment to the prior payment in full of all Senior Obligations (as
defined in the Indenture and the Twelfth Supplemental Indenture) and this Note
is issued subject to the provisions of the Indenture with respect thereto. 
Each Holder of this Note, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the Trustee his or
her attorney‐in‐fact for any and all such purposes.  Each Holder
hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Obligations, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.


This Note shall not be entitled
to any benefit under the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the Certificate of Authentication hereon shall
have been signed by or on behalf of the Trustee.



                                                                                            
14






 


The provisions of this Note are
continued on the reverse side hereof and such continued provisions shall for
all purposes have the same effect as though fully set forth at this place.


IN
WITNESS WHEREOF, the Company has caused this instrument to be executed in its
name by its duly authorized officers.


Date:  August 2, 2006                                       BANK
OF AMERICA CORPORATION




                                                                        By:
                                                                              


Name: Karen A. Gosnell

[Seal]                                                               Title:  
Senior Vice President 


Attest:


By:                                                      


Name:
________________________

Title: _________________________

 

                                                                                          
15







(FORM
OF CERTIFICATE OF AUTHENTICATION)


CERTIFICATE
OF AUTHENTICATION


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


Dated:  August 2, 2006


The Bank of New York,

                                                                                         as Trustee


By                                                                

             Authorized
Signatory

 

    16















(FORM
OF REVERSE OF NOTE)


This Note is one of a duly
authorized series of Notes of the Company (herein sometimes referred to as the
"Notes"), specified in the Indenture, all issued or to be issued in one or more
series under and pursuant to an Indenture dated as of November 1, 2001, duly
executed and delivered between the Company and The Bank of New York, as Trustee
(the "Trustee"), as supplemented by the Twelfth Supplemental Indenture dated as
of August 2, 2006 (the "Twelfth Supplemental Indenture"), between the Company
and the Trustee (the Indenture as so supplemented, the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Notes.  By the terms of the Indenture, the Notes are issuable in series that
may vary as to amount, date of maturity, rate of interest and in other respects
as provided in the Indenture.  This series of Notes is limited in aggregate
principal amount as specified in the Twelfth Supplemental Indenture.


Because of the occurrence and
continuation of a Special Event, as defined in the Indenture, in certain
circumstances, this Note may become due and payable at a prepayment price equal
to 100% of the principal amount of the Notes, plus any accrued and unpaid
interest thereon up to but excluding the date of prepayment (the "Special Event
Prepayment Price"). The Special Event Prepayment Price shall be paid prior to
12:00 noon, New York time, on the date of such prepayment or at such earlier
time as the Company determines. In addition, the Company shall have the right
to prepay this Note at the option of the Company, in whole or in part at any
time on or after August 2, 2011 (an "Optional Prepayment"), or at any time in
certain circumstances upon the occurrence of a Special Event, at a redemption
price equal to 100% of the outstanding principal amount of the Junior
Subordinated Notes, plus any accrued and unpaid interest thereon up to but
excluding the date of prepayment (the "Optional Prepayment Price").  Any
prepayment pursuant to this paragraph will be made upon not less than 30 days'
nor more than 60 days' notice, at the Optional Prepayment Price.  If the Notes
are only partially prepaid by the Company pursuant to an Optional Prepayment,
the Notes will be prepaid pro rata or by lot or by any other
method utilized by the Trustee; provided that if, at the time of
prepayment, the Notes are registered as a Global Note, the Depositary shall
determine the principal amount of such Notes held by each Note holder to be
prepaid in accordance with its procedures.


In the event of prepayment of
this Note in part only, a new Note or Notes of this series for the portion
hereof not prepaid will be issued in the name of the Holder hereof upon the
cancellation hereof.


In case an Event of Default, as
defined in the Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.


The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the
Holders of not less than a majority in aggregate principal amount of the Notes
of each series affected at the time outstanding, as defined in the Indenture,
to execute supplemental indentures for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or of modifying in any





                                                                                        
17






 manner the rights of
the Holders of the Notes; provided, however, that no such
supplemental indenture shall (i)  reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof, without the consent of the
Holder of each Note so affected, or (ii) reduce the aforesaid percentage of
Notes, the Holders of which are required to consent to any such supplemental
indenture, without the consent of the Holders of each Note then outstanding and
affected thereby.  The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Notes of any series
at the time outstanding affected thereby, on behalf of all of the Holders of
the Notes of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences.  Any such consent
or waiver by the registered Holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in exchange
herefor or in place hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or waiver is made
upon this Note.


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and premium, if any, and interest on this Note at the time
and place and at the rate and in the money herein prescribed.


The Company shall have the
right at any time during the term of the Notes and from time to time to defer
payments of interest by extending the interest payment period of such Notes for
a period selected by the Company not exceeding 20 consecutive quarters (an
"Extended Interest Payment Period"), at the end of which period the Company
shall pay all interest then accrued and unpaid (together with interest thereon
at the rate specified for the Notes to the extent that payment of such interest
is enforceable under applicable law); provided that no Extended
Interest Payment Period may last beyond the Maturity Date of the Notes.  Before
the termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that
such Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters or extend the Maturity Date of
the Notes.  At the termination of any such Extended Interest Payment Period and
upon the payment of all accrued and unpaid interest and any additional amounts
then due, the Company may commence a new Extended Interest Payment Period,
subject to the requirements contained in this paragraph.


As provided in the Indenture
and subject to certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Trustee in the City and State of New York accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company or
the Trustee duly executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.



                                                                                             
18




 


Prior to due presentment for
registration of transfer of this Note, the Company, the Trustee, any paying
agent and the Security Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or writing hereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of or
on account of the principal hereof and premium, if any, and interest due hereon
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Security Registrar shall be affected by any notice to the
contrary.


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


This Global Note is
exchangeable for Notes in definitive form only under certain limited
circumstances set forth in the Indenture.  Notes of this series so issued are
issuable only in registered form without coupons in denominations of $25 and
any integral multiple thereof.  As provided in the Indenture and subject to
certain limitations herein and therein set forth, Notes of this series so
issued are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.


All terms used in this Note
that are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


THE INTERNAL LAWS OF THE STATE
OF NEW YORK SHALL GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICTS
OF LAWS PROVISIONS THEREOF.


ARTICLE 8



ORIGINAL ISSUE OF NOTES


SECTION 8.1  
Original Issue of Notes.  


Notes in the aggregate principal amount of up to $890,000,000
may, upon execution of this Twelfth Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Notes to or upon the written order of
the Company, signed by any Authorized Officer, as defined in the Indenture,
without any further action by the Company.

                                                                                              
19



 


ARTICLE 9



MISCELLANEOUS


SECTION 9.1  
Ratification of Indenture.  


The Indenture, as supplemented by this Twelfth
Supplemental Indenture, is in all respects ratified and confirmed, and this Twelfth
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.


SECTION 9.2  
Trustee Not Responsible for Recitals.  


The recitals herein contained are made by the Company
and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof.  The Trustee makes no representation as to the validity or
sufficiency of this Twelfth Supplemental Indenture.


SECTION 9.3  
Governing Law.  


This Twelfth Supplemental Indenture and each Note shall
be deemed to be a contract made under the internal laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State.


SECTION 9.4  
Severability.  


In case any one or more of the provisions contained in
this Twelfth Supplemental Indenture or in the Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Twelfth
Supplemental Indenture or of the Notes, but this Twelfth Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


SECTION 9.5  
Counterparts.  


This Twelfth Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.


[Signature
Page Follows]


20







IN WITNESS WHEREOF, the parties hereto have caused this Twelfth
Supplemental Indenture to be duly executed by their authorized respective
officers as of the day and year first above written.


BANK OF
AMERICA CORPORATION




By:   /s/ KAREN A. GOSNELL

Name:  Karen A. Gosnell

Title:   Senior Vice President


THE BANK OF NEW YORK

                                                                          as Trustee


By:  /s/ VAN K. BROWN

Name: Van K. Brown  

Title:   Vice President







  

                                                                                      
21