_________________________________________


AMENDED
AND RESTATED DECLARATION


OF
TRUST


BAC
CAPITAL TRUST XII


Dated
as of July 26, 2006


_________________________________________


















CROSS-REFERENCE
TABLE*


	
  Section of

	Trust Indenture Act

	of 1939, as amended

  	

  	
  Section of

	Declaration

  
	

  	

  	

  
	
  310(a)

  	

  	
  5.3(a)

  
	
  310(c)

  	

  	
  Inapplicable

  
	
  311(c)

  	

  	
  Inapplicable

  
	
  312(a)

  	

  	
  2.2(a)

  
	
  312(b)

  	

  	
  2.2(b)

  
	
  313

  	

  	
  2.3

  
	
  314(a)

  	

  	
  2.4

  
	
  314(b)

  	

  	
  Inapplicable

  
	
  314(c)

  	

  	
  2.5

  
	
  314(d)

  	

  	
  Inapplicable

  
	
  314(f)

  	

  	
  Inapplicable

  
	
  315(a)

  	

  	
  3.9(b)

  
	
  315(c)

  	

  	
  3.9(a)

  
	
  315(d)

  	

  	
  3.9(b)

  
	
  316(a)

  	

  	
  Annex I

  
	
  316(c)

  	

  	
  3.6(e)

  



_______________


*This Cross-Reference Table does not constitute part of the
Declaration and shall not affect the interpretation of any of its terms or
provisions.














	
  ARTICLE 1

  
	
  INTERPRETATION AND DEFINITIONS

 

  
	

  	

  	

  
	
  SECTION
  1.1

  	
  Definitions

 

  	
  1

  
	
  ARTICLE 2

  
	
  TRUST INDENTURE ACT

 

  
	

  	

  	

  
	
  SECTION
  2.1

  	
  Trust
  Indenture Act; Application

  	
  9

  
	
  SECTION
  2.2

  	
  Lists
  of Holders of Securities

  	
  9

  
	
  SECTION
  2.3

  	
  Reports
  by the Property Trustee

  	
  9

  
	
  SECTION
  2.4

  	
  Periodic
  Reports to Property Trustee

  	
  10

  
	
  SECTION
  2.5

  	
  Evidence
  of Compliance with Conditions Precedent

  	
  10

  
	
  SECTION
  2.6

  	
  Events
  of Default; Waiver

  	
  10

  
	
  SECTION
  2.7

  	
  Event
  of Default or Nonpayment Notice

 

  	
  11

  
	

  	

  	

  
	
  ARTICLE 3

  
	
  ORGANIZATION

 

  
	

  	

  	

  
	
  SECTION
  3.1

  	
  Name

  	
  12

  
	
  SECTION
  3.2

  	
  Office

  	
  12

  
	
  SECTION
  3.3

  	
  Purpose

  	
  12

  
	
  SECTION
  3.4

  	
  Authority

  	
  12

  
	
  SECTION
  3.5

  	
  Title
  to Property of the Trust

  	
  13

  
	
  SECTION
  3.6

  	
  Powers
  and Duties of the Regular Trustees

  	
  13

  
	
  SECTION
  3.7

  	
  Prohibition
  of Actions by the Trust and the Trustees

  	
  15

  
	
  SECTION
  3.8

  	
  Powers
  and Duties of the Property Trustee

  	
  16

  
	
  SECTION
  3.9

  	
  Certain
  Duties and Responsibilities of the Property Trustee

  	
  18

  
	
  SECTION
  3.10

  	
  Certain
  Rights of Property Trustee

  	
  20

  
	
  SECTION
  3.11

  	
  Delaware
  Trustee

  	
  22

  
	
  SECTION
  3.12

  	
  Execution
  of Documents

  	
  22

  
	
  SECTION
  3.13

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  22

  
	
  SECTION
  3.14

  	
  Duration
  of Trust

  	
  22

  
	
  SECTION
  3.15

  	
  Mergers

 

  	
  22

  
	

  	

  	

  
	
  ARTICLE 4

  
	
  SPONSOR

 

  
	

  	

  	

  
	
  SECTION
  4.1

  	
  Sponsor's
  Purchase of Common Securities

  	
  24

  
	
  SECTION
  4.2

  	
  Responsibilities
  of the Sponsor

  	
  24

  
	
  SECTION
  4.3

  	
  Covenants
  of the Sponsor

 

  	
  25

  
	

  	

  	

  
	
  ARTICLE 5

  
	
  TRUSTEES

 

  
	

  	

  	

  
	
  SECTION
  5.1

  	
  Number
  of Trustees

  	
  25

  
	
  SECTION
  5.2

  	
  Qualifications
  of Delaware Trustee

  	
  26

  
	
  SECTION
  5.3

  	
  Property
  Trustee; Eligibility

  	
  26

  
	
  SECTION
  5.4

  	
  Certain
  Qualifications of Regular Trustees and Delaware Trustee Generally

  	
  27

  
	
  SECTION
  5.5

  	
  Regular
  Trustees

  	
  27

  
	
  SECTION
  5.6

  	
  Appointment
  of Delaware Trustee

  	
  27

  
	
  SECTION
  5.7

  	
  Appointment,
  Removal and Resignation of Trustees

  	
  27

  
	
  SECTION
  5.8

  	
  Vacancies
  among Trustees

  	
  29

  
	
  SECTION
  5.9

  	
  Effect
  of Vacancies

  	
  29

  
	
  SECTION
  5.10

  	
  Meetings

  	
  29

  
	
  SECTION
  5.11

  	
  Delegation
  of Power

  	
  30

  
	
  SECTION
  5.12

  	
  Merger,
  Conversion, Consolidation, Amalgamation or Succession to Business

 

  	
  30

  
	

  	

  	

  
	
  ARTICLE 6

  
	
  DISTRIBUTIONS

 

  
	

  	

  	

  
	
  SECTION
  6.1

  	
  Distributions

 

  	
  30

  
	

  	

  	

  
	
  ARTICLE 7

  	

  
	
  ISSUANCE OF SECURITIES

 

  
	

  	

  	

  
	
  SECTION
  7.1

  	
  General
  Provisions Regarding Securities

  	
  31

  
	
  SECTION
  7.2

  	
  Paying
  Agent

 

  	
  32

  
	

  	

  	

  
	
  ARTICLE 8

  
	
  TERMINATION OF TRUST

 

  
	

  	

  	

  
	
  SECTION
  8.1

  	
  Termination
  of Trust

 

  	
  32

  
	

  	

  	

  
	
  ARTICLE 9

  
	
  TRANSFER OF INTERESTS

 

  
	

  	

  	

  
	
  SECTION
  9.1

  	
  Transfer
  of Securities

  	
  33

  
	
  SECTION
  9.2

  	
  Transfer
  of Certificates

  	
  33

  
	
  SECTION
  9.3

  	
  Deemed
  Security Holders

  	
  34

  
	
  SECTION
  9.4

  	
  Book-Entry
  Interests

  	
  34

  
	
  SECTION
  9.5

  	
  Notices
  to Clearing Agency

  	
  35

  
	
  SECTION
  9.6

  	
  Appointment
  of Successor Clearing Agency

  	
  35

  
	
  SECTION
  9.7

  	
  Definitive
  Capital Security Certificates

  	
  35

  
	
  SECTION
  9.8

  	
  Mutilated,
  Destroyed, Lost or Stolen Certificates

 

  	
  36

  
	

  	

  	

  
	
  ARTICLE 10

  
	
  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES
  OR OTHERS

 

  
	

  	

  	

  
	
  SECTION
  10.1

  	
  Liability

  	
  36

  
	
  SECTION
  10.2

  	
  Exculpation

  	
  36

  
	
  SECTION
  10.3

  	
  Fiduciary
  Duty

  	
  37

  
	
  SECTION
  10.4

  	
  Indemnification

  	
  38

  
	
  SECTION
  10.5

  	
  Outside
  Businesses

 

  	
  41

  
	

  	

  	

  
	
  ARTICLE 11

  
	
  ACCOUNTING

 

  
	

  	

  	

  
	
  SECTION
  11.1

  	
  Fiscal
  Year

  	
  41

  
	
  SECTION
  11.2

  	
  Certain
  Accounting Matters

  	
  41

  
	
  SECTION
  11.3

  	
  Banking

  	
  42

  
	
  SECTION
  11.4

  	
  Withholding

 

  	
  42

  
	

  	

  	

  
	
  ARTICLE 12

  
	
  AMENDMENTS AND MEETINGS

 

  
	

  	

  	

  
	
  SECTION
  12.1

  	
  Amendments

  	
  42

  
	
  SECTION
  12.2

  	
  Meetings
  of the Holders of Securities; Action by Written Consent

 

  	
  44

  
	

  	

  	

  
	
  ARTICLE 13

  
	
  REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

 

  
	

  	

  	

  
	
  SECTION
  13.1

  	
  Representations
  and Warranties of Property Trustee

  	
  45

  
	
  SECTION
  13.2

  	
  Representations
  and Warranties of Delaware Trustee

 

  	
  46

  
	

  	

  	

  
	
  ARTICLE 14

  
	
  MISCELLANEOUS

 

  
	

  	

  	

  
	
  SECTION
  14.1

  	
  Notices

  	
  47

  
	
  SECTION
  14.2

  	
  Governing
  Law

  	
  48

  
	
  SECTION
  14.3

  	
  Intention
  of the Parties

  	
  48

  
	
  SECTION
  14.4

  	
  Headings

  	
  48

  
	
  SECTION
  14.5

  	
  Successors
  and Assigns

  	
  48

  
	
  SECTION
  14.6

  	
  Partial
  Enforceability

  	
  48

  
	
  SECTION
  14.7

  	
  Counterparts;
  Acceptance

  	
  49

  








 









AMENDED AND
RESTATED

DECLARATION OF
TRUST

OF

BAC
CAPITAL TRUST XII


THIS AMENDED AND RESTATED
DECLARATION OF TRUST ("Declaration") dated and effective as of July 26, 2006 by
the Trustees (as defined herein), the Sponsor (as defined herein) and by the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust to be issued pursuant to this Declaration;


WHEREAS, the Trustees and the
Sponsor established BAC CAPITAL TRUST XII (the "Trust"), a trust under the
Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust
dated as of March 30, 2005 (the "Original Declaration"), and an accompanying
Certificate of Trust filed with the Secretary of State of the State of
Delaware, for the sole purpose of issuing and selling securities representing
undivided beneficial interests in the assets of the Trust and investing the
gross proceeds thereof in Notes of the Note Issuer (each as defined herein);


WHEREAS, as of the date hereof,
no interests in the Trust have been issued;


WHEREAS, all of the Trustees
and the Sponsor, by this Declaration, amend and restate each and every term and
provision of the Original Declaration; and


NOW, THEREFORE, it being the intention
of the parties hereto to continue the Trust as a statutory trust under the
Statutory Trust Act and that this Declaration constitute the governing
instrument of such statutory trust, the Trustees declare that all assets
contributed to the Trust will be held in trust for the benefit of the holders,
from time to time, of the securities representing undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration.


ARTICLE 1

INTERPRETATION AND DEFINITIONS


SECTION 1.1   Definitions. 



Unless the context otherwise
requires:


(a)        Capitalized
terms used in this Declaration but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;


(b)        a term defined anywhere in this
Declaration has the same meaning throughout;


(c)        all references to "the
Declaration" or "this Declaration" are to this Declaration as modified,
supplemented or amended from time to time, and Annex I and Exhibits A-1 and A-2
shall be a part of this Declaration;



 



(d)        all references in this
Declaration to Articles and Sections and Annexes and Exhibits are to Articles
and Sections of and Annexes and Exhibits to this Declaration unless otherwise
specified;


(e)        a term defined in the Trust
Indenture Act (as defined herein) has the same meaning when used in this
Declaration unless otherwise defined in this Declaration; and


(f)         a reference to the singular
includes the plural and vice versa.


"Additional Securities"
means any Capital Securities purchased by the Underwriters in connection with
the Option contained in the Underwriting Agreement and any additional Common
Securities purchased by the Sponsor in connection with the exercise of such
Option.


"Affiliate" has the same
meaning as given to that term in Rule 405 of the Securities Act or any
successor rule thereunder.


"Authorized Officer" of
a Person means the Chief Executive Officer, President, Chief Financial Officer,
any Senior or other Vice President, Treasurer, Assistant Treasurer or Associate
General Counsel of a Person, a Regular Trustee or any other Person that is
authorized to bind such Person.


"Book-Entry" means a
book entry by a Clearing Agency as described in Section 9.4.


"Book-Entry Interest"
means a beneficial interest in a Global Security, ownership and transfers of
which shall be maintained and made through Book Entries by a Clearing Agency as
described in Section 9.4.


"Business Day" means 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.


"Capital Securities"
shall mean the undivided preferred beneficial interests in the assets of the
Trust denominated as "BAC Capital Trust XII 67⁄8% Capital Securities"
(liquidation amount $25 per Capital Security), the terms of which are further
described in Annex I hereto, including those Capital Securities issued upon
exercise of the Option.


"Capital Security Beneficial
Owner" means, with respect to a Book-Entry Interest, a Person who is the
beneficial owner of such Book-Entry Interest, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an Indirect
Participant, in each case in accordance with the rules of such Clearing
Agency).


"Capital Security
Certificate" means a certificate representing a Capital Security
substantially in the form of Exhibit A-1.


"Capital Securities
Guarantee" means the guarantee agreement to be dated as of August 2, 2006,
of the Sponsor in respect of the Capital Securities.





                                                                                             
2





"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 Federal Reserve Board, as then in effect and applicable to
the Company.


"Certificate" means a
Common Security Certificate or a Capital Security Certificate.


"Clearing Agency" means
an organization registered as a "Clearing Agency" pursuant to Section 17A of
the Exchange Act that is acting as depositary for the Capital Securities and in
whose name or in the name of a nominee of that organization shall be registered
a Global Security and which shall undertake to effect Book-Entry transfers and
pledges of the Capital Securities.


"Clearing Agency Participant"
means a broker, dealer, bank, other financial institution or other Person for
whom from time to time the Clearing Agency effects Book-Entry transfers and
pledges of securities deposited with the Clearing Agency.


"Closing Date" means the
"Closing Time" under the Underwriting Agreement.


"Code" means the
Internal Revenue Code of 1986, as amended from time to time, or any successor
legislation.


"Commission" means the
Securities and Exchange Commission.


"Common Securities"
shall mean the undivided common beneficial interests in the assets of the Trust
denominated as "BAC Capital Trust XII 67⁄8% Common Securities" (liquidation
amount $25 per Security), the terms of which are further described in Annex I
hereto, including those Common Securities purchased by the Sponsor upon
exercise of the Option.


"Common Securities Guarantee"
means the guarantee agreement to be dated as of August 2, 2006, of the Sponsor
in respect of the Common Securities.


"Common Security Certificate"
means a definitive certificate in fully registered form representing a Common
Security substantially in the form of Exhibit A-2 hereto.


"Company" means Bank of
America Corporation, a Delaware corporation, or any successor thereto.


"Company Indemnified Person"
means (a) any Regular Trustee; (b) any Affiliate of any Regular Trustee; (c)
any officers, directors, shareholders, members, partners, employees,



                                                                                   
3




 representatives or agents of any Regular Trustee; or (d) any officer, employee
or agent of the Trust or its Affiliates.


"Corporate Trust Office"
means the office of the Property Trustee at which the corporate trust business
of the Property Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Agreement is
located at 101 Barclay Street, Floor 21 West, New York, New York  10286.


"Covered Person" means:
(a) any officer, director, shareholder, partner, member, representative,
employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b) any
Holder of Securities.


"Definitive Capital Security
Certificates" has the meaning set forth in Section 9.4.


"Delaware Trustee" has
the meaning set forth in Section 5.1.


"Depositary" means The
Depository Trust Company or any successor Clearing Agency.


"Designation of Terms"
has the meaning set forth in Section 7.1(a).


"Direct Action" has the
meaning specified in Section 3.8(e).


"Distribution" means a
distribution payable to Holders of Securities in accordance with Section 6.1.


"Event of Default" in
respect of the Securities means an Event of Default (as defined in the
Indenture) has occurred and is continuing in respect of the Notes.


"Exchange Act" means the
Securities Exchange Act of 1934, as amended from time to time, or any successor
legislation.


"Fiduciary Indemnified
Person" has the meaning set forth in Section 10.4(b).


"Global Security" has
the meaning set forth in Section 9.4.


"Holder" means a Person
in whose name a Security is registered (including, in the case of a Book-Entry
Security, the Depositary), such Person being a beneficial owner within the
meaning of the Statutory Trust Act.


"Indemnified Person"
means a Company Indemnified Person or a Fiduciary Indemnified Person.


"Indenture" means
collectively the Restated Indenture dated as of November 1, 2001, between the
Note Issuer and the Note Trustee and any board resolution or supplemental
indenture pursuant to which the Notes are to be issued.


"Indirect Participant"
has the meaning set forth in Section 2(c) of Annex I hereto.

                                                                             
4



 


"Investment Company"
means an investment company as defined in the Investment Company Act.


"Investment Company Act"
means the Investment Company Act of 1940, as amended from time to time, or any
successor legislation.


"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.


"Legal Action" has the
meaning set forth in Section 3.6(g).


"Majority in liquidation
amount of the Securities" means, except as provided in the terms of the
Capital Securities or by the Trust Indenture Act, Holders of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Capital Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.


"Maturity Redemption Price"
shall mean, for a redemption of the Securities at the Stated Maturity of the
Notes, a redemption price equal to the principal amount of, plus accrued
interest on, the Notes.


"Nonpayment" has the
meaning set forth in Section 2.7(a).


"Note Issuer" means Bank
of America Corporation, a Delaware corporation, or any successor entity in a
merger or consolidation, in its capacity as issuer of the Notes under the
Indenture.


"Note Trustee" means The
Bank of New York, a New York banking corporation, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.


"Notes" means the series
of junior subordinated notes to be issued by the Note Issuer under the
Indenture to be held by the Property Trustee on behalf of the Trust.


"Officers' Certificate"
means, with respect to any Person, a certificate signed by two Authorized
Officers of such Person.  Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall
include:


(a)        a statement that each officer
signing the certificate has read the covenant or condition and the definitions
relating thereto;





                                                                      
5





(b)        a brief statement of the nature
and scope of the examination or investigation undertaken by each officer in
rendering the certificate;


(c)        a statement that each such
officer has made such examination or investigation as, in such officer's
opinion, is necessary to enable such officer to express an informed opinion as
to whether or not such covenant or condition has been complied with; and


(d)        a statement as to whether, in the
opinion of each such officer, such condition or covenant has been complied
with.


"Option" means the
option to purchase up to 4,500,000 additional Capital Securities granted to the
Underwriters named in an Underwriting Agreement.


"Optional Prepayment Price"
shall mean with respect to the Notes, a prepayment price equal to 100% of the
outstanding principal amount of the Notes to be prepaid, plus any accrued and
unpaid interest thereon up to, but excluding, the date of such prepayment.


"Optional Redemption Price"
shall mean with respect to the Securities to be redeemed, a redemption price
equal to the Optional Prepayment Price.


"Paying Agent" has the
meaning specified in Section 7.2.


"Payment Amount" has the
meaning set forth in Section 6.1.


"Person" means any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.


"Property Trustee" means
the Trustee with the powers described in Article 3 and elsewhere herein and
meeting the eligibility requirements set forth in Section 5.3.


"Property Trustee Account"
has the meaning set forth in Section 3.8(c).


"Quorum" means a majority
of the Regular Trustees or, if there are only two Regular Trustees, both of
them.


"Redemption/Distribution
Notice" means a notice of any redemption of, or a notice of any
distribution of, Notes in exchange for Securities.


"Redemption Price" shall
mean any or all of the Maturity Redemption Price, the Special Event Redemption
Price and the Optional Redemption Price.


"Regular Trustee" has
the meaning set forth in Section 5.1.

                                                                               
6



 


"Related Party" means,
with respect to the Sponsor, any direct or indirect wholly-owned subsidiary of
the Sponsor or any other Person that owns, directly or indirectly, 100% of the
outstanding voting securities of the Sponsor.


"Responsible Officer"
means, with respect to the Property Trustee, any officer within the Corporate
Trust Office of the Property Trustee, including any vice-president, any
assistant vice-president, any assistant treasurer or other officer of the
Corporate Trust Office of the Property Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.


"Rule 3a-5" means Rule
3a-5 under the Investment Company Act.


"Securities" means the
Common Securities and the Capital Securities.


"Securities Act" means
the Securities Act of 1933, as amended from time to time, or any successor
legislation.


"Securities Guarantees"
means the Common Securities Guarantee and the Capital Securities Guarantee.


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


"Special Event Prepayment
Price" shall mean with respect to the Notes, a prepayment price equal to
100% of the outstanding principal amount of the Notes, plus any accrued and
unpaid interest thereon so prepaid up to, but excluding, the date of
prepayment.


"Special Event Redemption
Price" shall mean with respect to the Securities, a redemption price equal
to the Special Event Prepayment Price.


"Sponsor" means Bank of
America Corporation, a Delaware corporation, or any successor entity in a
merger or consolidation, in its capacity as sponsor of the Trust.


"Stated Maturity" shall
mean August 2, 2055, the date on which the Notes shall mature, unless
previously prepaid or redeemed.


"Statutory Trust Act"
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section
3801 et seq., as it may be amended from time to time, or any
successor legislation.


"Successor Delaware Trustee"
has the meaning set forth in Section 5.7(b)(ii).


"Successor Entity" has
the meaning set forth in Section 3.15(b)(i).


"Successor Property Trustee"
has the meaning set forth in Section 5.7(b)(i).


"Successor Securities"
has the meaning set forth in Section 3.15(b)(i)(B).


                                                                         
7




 

"Super Majority" has the
meaning set forth in Section 2.6(a)(ii).


"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.


"10% in liquidation amount
of the Securities" means, except as provided in the terms of the Capital
Securities or by the Trust Indenture Act, Holders of outstanding Securities
voting together as a single class or, as the context may require, Holders of
outstanding Capital Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.


"Treasury Regulations"
means the income tax regulations, including temporary and proposed regulations,
promulgated under the Code by the United States Treasury, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).


"Trustee" or "Trustees"
means each Person who has signed this Declaration as a trustee, so long as such
Person shall continue in office in accordance with the terms hereof, and all
other Persons who may from time to time be duly appointed, qualified and
serving as Trustees in accordance with the provisions hereof, and references
herein to a Trustee or the Trustees shall refer to such Person or Persons
solely in their capacity as trustees hereunder.


"Trust Indenture Act"
means the Trust Indenture Act of 1939, as amended from time to time, or any
successor legislation.


"Underwriting Agreement"
means the Underwriting Agreement for the offering and sale of the Capital
Securities and related Capital Securities Guarantee among the Sponsor, the
Trust and the Underwriters named therein.

                                                                           
8



 


ARTICLE 2

TRUST INDENTURE ACT


SECTION 2.1   Trust Indenture
Act; Application.  


(a)           This
Declaration is subject to the provisions of the Trust Indenture Act that are
required to be part of this Declaration and shall, to the extent applicable, be
governed by such provisions.


(b)           The
Property Trustee shall be the only Trustee which is a Trustee for the purposes
of the Trust Indenture Act.


(c)           If
and to the extent that any provision of this Declaration limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


(d)           The
application of the Trust Indenture Act to this Declaration shall not affect the
nature of the Securities as equity securities representing undivided beneficial
interests in the assets of the Trust.


SECTION 2.2  
Lists of Holders of Securities.  


(a)           Each
of the Sponsor and the Regular Trustees on behalf of the Trust shall provide
the Property Trustee (i) within 10 days after each record date for payment of
Distributions, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders of the Securities ("List of
Holders") as of such record date, provided that neither the
Sponsor nor the Regular Trustees on behalf of the Trust shall be obligated to
provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Property Trustee by the
Sponsor and the Regular Trustees on behalf of the Trust, and (ii) at any other
time, within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 10 days before such List of Holders is given
to the Property Trustee.  The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of
Holders given to it or which it receives in the capacity as Paying Agent (if
acting in such capacity) provided that the Property Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.


(b)           The
Property Trustee shall comply with its obligations under Sections 311(a),
311(b) and 312(b) of the Trust Indenture Act.


SECTION 2.3   Reports by the
Property Trustee.  


Within 60 days after May 15 of
each year, the Property Trustee shall provide to the Holders of the Capital
Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act.  The Property Trustee shall also
comply with the requirements of Section 313(d) of the Trust Indenture Act.

                                                                                   
9



 


SECTION 2.4   Periodic Reports
to Property Trustee.  


Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to
the Property Trustee such documents, reports and information as required by
Section 314 (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at
the times required by Section 314 of the Trust Indenture Act.


SECTION 2.5   Evidence of
Compliance with Conditions Precedent.  


Each of the Sponsor and the
Regular Trustees on behalf of the Trust shall provide to the Property Trustee
such evidence of compliance with any conditions precedent, if any, provided for
in this Declaration that relate to any of the matters set forth in
Section 314(c) of the Trust Indenture Act.  Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officers' Certificate.


SECTION 2.6   Events of
Default; Waiver.  


(a)           The
Holders of a Majority in liquidation amount of Capital Securities, by vote, on
behalf of the Holders of all of the Capital Securities, may waive any past
Event of Default in respect of the Capital Securities and its consequences, provided
that, if the underlying Event of Default under the Indenture:


(i)            is
not waivable under the Indenture, the Event of Default under the Declaration
shall not be waivable; or


(ii)           requires
the consent or vote of greater than a majority in principal amount of the
holders of the Notes (a "Super Majority") to be waived under the Indenture, the
Event of Default under the Declaration may only be waived by the vote of the
Holders of at least the proportion in liquidation amount of the Capital
Securities that the relevant Super Majority represents of the aggregate
principal amount of the Notes outstanding.


The foregoing
provisions of this Section 2.6(a) shall be in lieu of Section 316(a)(1)(B)
of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.  Upon such waiver, any
such default shall cease to exist, and any Event of Default with respect to the
Capital Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Capital
Securities or impair any right consequent thereon.  Any waiver by the Holders
of the Capital Securities of an Event of Default with respect to the Capital
Securities also shall be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote
or consent of the Holders of the Common Securities.


(b)           The
Holders of a Majority in liquidation amount of the Common Securities, by vote,
on behalf of the Holders of all of the Common Securities, may waive



                                                                                        
10




 any past
Event of Default with respect to the Common Securities and its consequences, provided
that, if the underlying Event of Default under the Indenture:


(i)            is
not waivable under the Indenture, except where the Holders of the Common
Securities are deemed to have waived such Event of Default under the
Declaration as provided below in this Section 2.6(b), the Event of Default
under the Declaration shall also not be waivable; or


(ii)           requires
the consent or vote of the holders of a Super Majority of the Notes to be
waived under the Indenture, except where the Holders of the Common Securities
are deemed to have waived such Event of Default under the Declaration as
provided below in this Section 2.6(b), the Event of Default under the
Declaration only may be waived by the vote of the Holders of at least the
proportion in liquidation amount of the Common Securities that the relevant
Super Majority represents of the aggregate principal amount of the Notes
outstanding;


provided further,
each Holder of Common Securities will be deemed to have waived any such Event
of Default and all Events of Default with respect to the Common Securities and
its consequences until all Events of Default with respect to the Capital
Securities have been cured, waived or otherwise eliminated, and until such
Events of Default with respect to the Capital Securities have been so cured,
waived or otherwise eliminated, the Property Trustee will be deemed to be
acting solely on behalf of the Holders of the Capital Securities and only the
Holders of the Capital Securities will have the right to direct the Property
Trustee in accordance with the terms of the Securities.  The foregoing
provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are
hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.  Subject to the foregoing provisions of
this Section 2.6(b), upon such waiver by the Holders of the Common Securities,
any such default shall cease to exist and any Event of Default with respect to
the Common Securities arising therefrom shall be deemed to have been cured for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.


(c)           A
waiver of an Event of Default under the Indenture by the Property Trustee at
the direction of the Holders of the Capital Securities constitutes a waiver of
the corresponding Event of Default under this Declaration.  The foregoing
provisions of this Section 2.6(c) shall be in lieu of Section 
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.


SECTION 2.7   Event of Default
or Nonpayment Notice.  


(a)           The
Property Trustee shall, within 90 days after the occurrence of an Event of
Default or a nonpayment of principal, premium, if any, or interest, when due,
on the Notes ("Nonpayment"), transmit by mail, first class postage prepaid, to
the Holders of



                                                                                      
11




 the Securities, notices of all Events of Default or Nonpayments
with respect to the Securities actually known to a Responsible Officer of the
Property Trustee, unless such Events of Default or Nonpayments have been cured
before the giving of such notice;


(b)           The
Property Trustee shall not be deemed to have knowledge of any default except:


(i)            an
Event of Default under the Indenture or a Nonpayment; or


(ii)           any
default as to which a Responsible Officer of the Property Trustee shall have
received written notice or of which a Responsible Officer of the Property
Trustee charged with the administration of the Declaration shall have actual
knowledge.


ARTICLE 3

ORGANIZATION


SECTION 3.1   Name.


The Trust is named "BAC Capital
Trust XII," as such name may be modified from time to time by the Regular
Trustees following written notice to the Holders of Securities.  The Trust's
activities may be conducted under the name of the Trust or any other name
deemed advisable by the Regular Trustees.


SECTION 3.2   Office.


The address of the principal
office of the Trust is c/o Bank of America Corporation, Bank of America
Corporate Center, NC1-007-07-06, 100 North Tryon Street, Charlotte, North
Carolina, 28255, Attention: Corporate Treasury-Securities Administration.  On
10 Business Days' written notice to the Holders of Securities, the Regular
Trustees may designate another principal office.


SECTION 3.3   Purpose.


The
exclusive purposes and functions of the Trust are (a) to issue and sell
Securities and use the proceeds from such sale to acquire the Notes, and (b)
except as otherwise limited herein, to engage in only those other activities
necessary or incidental thereto.  The Trust shall not borrow money, issue debt
or reinvest proceeds derived from investments, pledge any of its assets or
otherwise undertake (or permit to be undertaken) any activity that would cause
the Trust not to be classified for United States federal income tax purposes as
a grantor trust.


SECTION 3.4   Authority.


Subject to the limitations
provided in this Declaration and to the specific duties of the Property
Trustee, the Regular Trustees shall have exclusive and complete authority to
carry out the purposes of the Trust.  An action taken by the Regular Trustees
in accordance with their powers shall constitute the act of and serve to bind
the Trust, and an action taken by the Property Trustee on behalf of the Trust
in accordance with its powers shall constitute the act of and serve





                                                                                            
12








 to bind the
Trust.  In dealing with the Trustees acting on behalf of the Trust, no person
shall be required to inquire into the authority of the Trustees to bind the
Trust.  Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration.


SECTION 3.5   Title to
Property of the Trust.  


Except as provided in Section
3.8 with respect to the Notes and the Property Trustee Account or as otherwise
provided in this Declaration, legal title to all assets of the Trust shall be
vested in the Trust.  The Holders shall not have legal title to any part of the
assets of the Trust, but shall have an undivided beneficial interest in the
assets of the Trust.


SECTION 3.6   Powers and
Duties of the Regular Trustees.  


The Regular Trustees shall have
the exclusive power, duty and authority to cause the Trust to engage in the
following activities:


(a)           to
issue and sell the Capital Securities and the Common Securities in accordance
with this Declaration; provided, however, that the Trust may
issue no more than one series of Capital Securities and no more than one series
of Common Securities, and, provided further, that there shall be
no interests in the Trust other than the Securities, and the issuance of
Securities shall be limited to a simultaneous issuance of both Capital
Securities and Common Securities on the Closing Date;


(b)           in
connection with the issue and sale of the Capital Securities, at the direction
of the Sponsor, to:


(i)            execute
and file with the Commission one or more registration statements on Form S-3
prepared by the Sponsor, including any amendments thereto, pertaining to the
Capital Securities;


(ii)           execute
and file any documents prepared by the Sponsor, or take any acts as determined
by the Sponsor to be necessary in order to qualify or register all or part of
the Capital Securities in any state or jurisdiction in which the Sponsor has
determined to qualify or register such Capital Securities for sale;


(iii)          to
determine whether to list Capital Securities and to execute and file
applications, prepared by the Sponsor, to any national or international stock
exchange or the Nasdaq National Market for listing upon notice of issuance of
any Capital Securities;


(iv)          (a)
execute and file with the Commission registration statements on Form 8-A, if
required, including any amendments thereto, prepared by the Sponsor, relating
to the registration of the Capital Securities under Section 12(b)  or 12(g) of
the Exchange Act and (b) execute and file with the Commission any other filings
which may be required under the Exchange Act; and





                                                                             
13



(v)           from
time to time execute and enter into underwriting agreements providing for the
sale of the Capital Securities, including the Underwriting Agreement;


(c)           to
purchase the Notes with the proceeds of the sale of the Capital Securities and
the Common Securities;


(d)           to
give the Sponsor and the Property Trustee prompt written notice of the
occurrence of a Special Event;


(e)           to
establish a record date with respect to all actions to be taken hereunder that
require a record date be established, including and with respect to, for the
purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting
rights, redemptions and exchanges, and to issue relevant notices to the Holders
of Capital Securities and Holders of Common Securities as to such actions and
applicable record dates;


(f)            to
take all actions and perform such duties as may be required of the Regular
Trustees pursuant to the terms of the Securities;


(g)           to
bring or defend, pay, collect, compromise, arbitrate, resort to legal action,
or otherwise adjust claims or demands of or against the Trust ("Legal Action");


(h)           to
employ or otherwise engage employees and agents (who may be designated as
officers with titles) and managers, contractors, advisors and consultants and
pay reasonable compensation for such services;


(i)            to
cause the Trust to comply with the Trust's obligations under the Trust
Indenture Act;


(j)            to
give the certificate required by Section 314(a)(4) of the Trust Indenture
Act to the Property Trustee, which certificate may be executed by any Regular
Trustee;


(k)           to
incur expenses that are necessary or incidental to carry out any of the
purposes of the Trust;


(l)            to
act as, or appoint another Person to act as, registrar and transfer agent for
the Securities;


(m)          to
give prompt written notice to the Holders of the Securities of any notice
received from the Note Issuer of its election to defer payments of interest on
the Notes by extending the interest payment period under the Indenture;


(n)           to
execute all documents or instruments, perform all duties and powers, and do all
things for and on behalf of the Trust in all matters necessary or incidental to
the foregoing;



                                                                             
14






 


(o)           to
take all action that may be necessary or appropriate for the preservation and
the continuation of the Trust's valid existence, rights, franchises and
privileges as a statutory trust under the laws of the State of Delaware and of
each other jurisdiction in which such existence is necessary to protect the limited
liability of the Holders of the Capital Securities or to enable the Trust to
effect the purposes for which the Trust was created;


(p)           to
take any action, not inconsistent with this Declaration or with applicable law,
that the Regular Trustees determine in their discretion to be necessary or
desirable in carrying out the activities of the Trust as set out in this
Section 3.6, including, but not limited to:


(i)            causing
the Trust not to be deemed to be an Investment Company required to be
registered under the Investment Company Act;


(ii)           causing
the Trust to be classified for United States federal income
tax purposes as a grantor trust; and


(iii)          cooperating
with the Note Issuer to ensure that the Notes will be treated as
indebtedness of the Note Issuer for United States federal income tax purposes,


provided that such
action does not adversely affect the interests of Holders; and


(q)           to
take all action necessary to cause all applicable tax returns and tax
information reports that are required to be filed with respect to the Trust to
be duly prepared and filed by the Regular Trustees, on behalf of the Trust.


The Regular Trustees must
exercise the powers set forth in this Section 3.6 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 3.3,
and the Regular Trustees shall not take any action that is inconsistent with
the purposes and functions of the Trust set forth in Section 3.3.


Subject to this Section 3.6,
the Regular Trustees shall have none of the powers or the authority of the
Property Trustee set forth in Section 3.8.


Any expenses incurred by the
Regular Trustees pursuant to this Section 3.6 shall be reimbursed by the Note
Issuer.


SECTION 3.7   Prohibition of
Actions by the Trust and the Trustees.  


(a)           The
Trust shall not, and the Trustees (including the Property Trustee) shall not,
engage in any activity other than as required or authorized by this
Declaration.  In particular, the Trust shall not and the Trustees (including
the Property Trustee) shall cause the Trust not to:





                                                                                       
15






 


(i)            invest
any proceeds received by the Trust from holding the Notes, but shall distribute
all such proceeds to Holders of Securities pursuant to the terms of this
Declaration and of the Securities;


(ii)           acquire
any assets other than as expressly provided herein;


(iii)           possess
Trust property for other than a Trust purpose;


(iv)           make
any loans or incur any indebtedness other than loans
represented by the Notes;


(v)           possess
any power or otherwise act in such a way as to vary the Trust assets or the
terms of the Securities in any way whatsoever;


(vi)          issue
any securities or other evidences of beneficial ownership of, or beneficial
interest in, the Trust other than the Securities; or


(vii)         other
than as provided in this Declaration, (A) direct the time, method and place of
exercising any trust or power conferred upon the Note Trustee with respect to
the Notes, (B) waive any past default that is waivable under the Indenture, (C)
exercise any right to rescind or annul any declaration that the principal of
all the Notes shall be due and payable, or (D) consent to any amendment,
modification or termination of the Indenture or the Notes where such consent
shall be required unless the Trust shall have received an opinion of counsel to
the effect that such modification will not cause more than an insubstantial
risk that for United States federal income tax purposes the Trust will not be
classified as a grantor trust.


SECTION 3.8   Powers and
Duties of the Property Trustee.  


(a)           The
legal title to the Notes shall be owned by and held of record in the name of
the Property Trustee in trust for the benefit of the Holders of the
Securities.  The right, title and interest of the Property Trustee to the Notes
shall vest automatically in each Person who may hereafter be appointed as
Property Trustee in accordance with Section 5.7.  Such vesting and cessation of
title shall be effective whether or not conveyancing documents with regard to
the Notes have been executed and delivered.


(b)           The
Property Trustee shall not transfer its right, title and interest in the Notes
to the Regular Trustees or to the Delaware Trustee (if the Property Trustee
does not also act as Delaware Trustee).


(c)           The
Property Trustee shall:


(i)            establish
and maintain a segregated non-interest bearing trust account (the "Property
Trustee Account") in the name of and under the exclusive control of the
Property Trustee on behalf of the Holders of the Securities and, upon the
receipt of payments of funds made in respect of the Notes held by the Property
Trustee, deposit such funds into the Property Trustee Account and make





                                                                
16






 payments
to the Holders of the Capital Securities and Holders of the Common Securities
from the Property Trustee Account in accordance with Section 6.1.  Funds in the
Property Trustee Account shall be held uninvested until disbursed in accordance
with this Declaration.  The Property Trustee Account shall be an account that
is maintained with a banking institution the rating of whose long-term
unsecured indebtedness is at least equal to the rating assigned to the Capital
Securities by a "nationally recognized statistical rating organization," as
that term is defined for purposes of Rule 436(g)(2) under the Securities Act;


(ii)           engage
in such ministerial activities as shall be necessary or appropriate to effect
the redemption of the Capital Securities and the Common Securities to the
extent the Notes are prepaid or mature; and


(iii)          upon
written notice of distribution issued by the Regular Trustees in accordance
with the terms of the Securities, engage in such ministerial activities as
shall be necessary or appropriate to effect the distribution of the Notes to
Holders of Securities upon the occurrence of a Special Event or other specified
circumstances pursuant to the terms of the Securities.


(d)           The
Property Trustee shall take all actions and perform such duties as may be
specifically required of the Property Trustee pursuant to the terms of the
Securities.


(e)           The
Property Trustee shall take any Legal Action which arises out of or in
connection with an Event of Default of which a Responsible Officer of the
Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act; provided
however, that if a Nonpayment has occurred and is continuing, a Holder of
Capital Securities may institute directly a proceeding for enforcement of
payment to such Holder of the principal of, premium, if any, or interest on the
Notes having a principal amount equal to the aggregate liquidation amount of
the Capital Securities of such Holder (a "Direct Action") after the respective
due date specified in the Notes.  In connection with such Direct Action, the
rights of the Holders of the Common Securities will be subrogated to the rights
of such Holder of Capital Securities to the extent of any payment made by the
Note Issuer to such Holder of Capital Securities in such Direct Action.


(f)            The
Property Trustee shall not resign as a Trustee unless either:


(i)            the
Trust has been completely liquidated and the
proceeds of the liquidation distributed to the Holders of Securities pursuant
to the terms of the Securities; or


(ii)           a
Successor Property Trustee has been appointed and
has accepted that appointment in accordance with Section 5.7.


(g)           The
Property Trustee shall have the legal power to exercise all of the rights,
powers and privileges of a holder of Notes under the Indenture and, if an Event
of Default actually known to a Responsible Officer of the Property Trustee
occurs and is





                                                                                      
17






 continuing, the Property Trustee shall, for the benefit of
Holders of the Securities, enforce its rights as holder of the Notes subject to
the rights of the Holders pursuant to the terms of such Securities.


(h)           The
Property Trustee may authorize one or more Paying Agents to pay Distributions,
redemption payments or liquidation payments on behalf of the Trust with respect
to all Securities and any such Paying Agent shall comply with
Section 317(b) of the Trust Indenture Act.  Any Paying Agent may be
removed by the Property Trustee at any time and a successor Paying Agent or
additional Paying Agents may be appointed at any time by the Property Trustee.


(i)            Subject
to this Section 3.8, the Property Trustee shall have none of the duties,
liabilities, powers or the authority of the Regular Trustees set forth in Section
3.6.


The Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 3.3,
and the Property Trustee shall not take any action that is inconsistent with
the purposes and functions of the Trust set out in Section 3.3.


SECTION 3.9   Certain Duties
and Responsibilities of the Property Trustee.  


(a)           The
Property Trustee, before the occurrence of any Event of Default and after the
curing of all Events of Default that may have occurred, shall undertake to
perform only such duties as are specifically set forth in this Declaration and
no implied covenants shall be read into this Declaration against the Property
Trustee.  In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6) of which a Responsible Officer of the Property
Trustee has actual knowledge, the Property Trustee shall exercise such of the
rights and powers vested in it by this Declaration, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.


(b)           No
provision of this Declaration shall be construed to relieve the Property
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:


(i)           
prior to the occurrence of an Event of Default and after the curing or waiving
of all such Events of Default that may have occurred:


(A)    the
duties and obligations of the Property Trustee shall be determined solely by
the express provisions of this Declaration and the Property Trustee shall not
be liable except for the performance of such duties and obligations as are
specifically set forth in this Declaration, and no implied covenants or
obligations shall be read into this Declaration against the Property Trustee;
and


(B)    in the
absence of bad faith on the part of the Property Trustee, the Property Trustee
may conclusively rely, as to the truth of





                                                                
18






 the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Property Trustee and conforming to the requirements of this Declaration;
but in the case of any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the Property Trustee, the
Property Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Declaration;


(ii)           the
Property Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer of the Property Trustee, unless it shall be
proved that the Property Trustee was negligent in ascertaining the pertinent
facts;


(iii)          the
Property Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in liquidation amount of the Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under this Declaration;


(iv)          no
provision of this Declaration shall require the Property Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that the repayment of
such funds or liability is not reasonably assured to it under the terms of this
Declaration or indemnity reasonably satisfactory to the Property Trustee
against such risk or liability is not reasonably assured to it;


(v)           the
Property Trustee's sole duty with respect to the custody, safekeeping and physical
preservation of the Notes and the Property Trustee Account shall be to deal
with such property in a similar manner as the Property Trustee deals with
similar property for its own account, subject to the protections and
limitations on liability afforded to the Property Trustee under this
Declaration and the Trust Indenture Act;


(vi)          the
Property Trustee shall have no duty or liability for or with respect to the
value, genuineness, existence or sufficiency of the Notes or the payment of any
taxes or assessments levied thereon or in connection therewith;


(vii)         the
Property Trustee shall not be liable for any interest on any money received by
it except as it may otherwise agree in writing with the Sponsor.  Money held by
the Property Trustee need not be segregated from other funds held by it except
in relation to the Property Trustee Account maintained by the Property Trustee
pursuant to Section 3.8(c)(i) and except to the extent otherwise required by
law; and

                                                                   
19


 


(viii)         the
Property Trustee shall not be responsible for monitoring the compliance by the
Regular Trustees or the Sponsor with their respective duties under this
Declaration, nor shall the Property Trustee be liable for any default or
misconduct of the Regular Trustees or the Sponsor.


SECTION 3.10          
Certain Rights of Property Trustee.  


(a)        Subject to the provisions of Section 3.9:


(i)            the
Property Trustee may conclusively rely and shall be fully protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties;


(ii)           any
direction or act of the Sponsor or the Regular Trustees contemplated by this
Declaration shall be sufficiently evidenced by an Officers' Certificate;


(iii)          whenever,
in the administration of this Declaration, the Property Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or
omitting any action hereunder, the Property Trustee (unless other evidence is
herein specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers' Certificate which, upon receipt
of such request, shall be promptly delivered by the Sponsor or the Regular
Trustees;


(iv)          the
Property Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or registration thereof;


(v)           the
Property Trustee may consult with counsel or other experts of its selection and
the advice or opinion of such counsel and experts with respect to legal matters
or advice within the scope of such experts' area of expertise shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with such advice or
opinion, and such counsel may be counsel to the Sponsor or any of its
Affiliates, and may include any of its employees.  The Property Trustee shall
have the right at any time to seek instructions concerning the administration
of this Declaration from any court of competent jurisdiction;


(vi)          the
Property Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Declaration at the request or direction of any
Holder, unless such Holder shall have provided to the Property Trustee security
and indemnity, reasonably satisfactory to the Property Trustee, against the
costs, expenses (including attorneys' fees and expenses and the expenses of





                                                                        
20






 the
Property Trustee's agents, nominees or custodians) and liabilities that might
be incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Property Trustee, provided,
that, nothing contained in this Section 3.10(a)(vi) shall be taken to relieve
the Property Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Declaration;


(vii)         the
Property Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Property
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit;


(viii)         the
Property Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents, custodians,
nominees or attorneys;


(ix)          any
action taken by the Property Trustee or its agents hereunder shall bind the
Trust and the Holders of the Securities, and the signature of the Property
Trustee or its agents alone shall be sufficient and effective to perform any
such action and no third party shall be required to inquire as to the authority
of the Property Trustee to so act or as to its compliance with any of the terms
and provisions of this Declaration, both of which shall be conclusively
evidenced by the Property Trustee's or its agent's taking such action;


(x)           whenever
in the administration of this Declaration the Property Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder, the Property Trustee (i) may request
instructions from the Holders of the Securities which instructions may only be
given by the Holders of the same proportion in liquidation amount of the
Securities as would be entitled to direct the Property Trustee under the terms
of the Securities in respect of such remedy, right or action, (ii) may refrain
from enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be protected in conclusively relying
on or acting in accordance with such instructions;


(xi)          except
as otherwise expressly provided by this Declaration, the Property Trustee shall
not be under any obligation to take any action that is discretionary under the
provisions of this Declaration; and


(xii)         the
Property Trustee shall not be liable for any action taken, suffered, or omitted
to be taken by it in good faith and reasonably believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Declaration.

                                                               
21


 


(b)           No
provision of this Declaration shall be deemed to impose any duty or obligation
on the Property Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation.  No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.


SECTION 3.11          
Delaware Trustee.  


Notwithstanding any other
provision of this Declaration other than Section 5.2, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of the Regular Trustees or the
Property Trustee described in this Declaration.  Except as set forth in Section
5.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose
of fulfilling the requirements of Section 3807 of the Statutory Trust Act.


SECTION 3.12          
Execution of Documents.  


Unless otherwise determined by
the Regular Trustees, and except as otherwise required by the Statutory Trust
Act, any Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees have the power and authority to execute
pursuant to Section 3.6; provided that any registration statement
referred to in Section 3.6(b), including any amendments thereto, shall be
signed by a majority of the Regular Trustees holding office at the time of such
signing.


SECTION 3.13          
Not Responsible for Recitals or Issuance of Securities.  


The recitals contained in this
Declaration and the Securities shall be taken as the statements of the Sponsor,
and the Trustees do not assume any responsibility for their correctness.  The
Trustees make no representations as to the value or condition of the property
of the Trust or any part thereof.  The Trustees make no representations as to
the validity or sufficiency of this Declaration or the Securities.


SECTION 3.14          
Duration of Trust.  


The Trust, unless terminated
pursuant to the provisions of Article 8, shall have existence until January 1,
2060.


SECTION 3.15          
Mergers.  


(a)        The
Trust may not consolidate, amalgamate or merge with
or into, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).


(b)        The Trust may, with the consent of a majority of the
Regular Trustees and without the consent of the Holders of the Securities, the
Delaware Trustee or the Property





                                                                                         
22






 Trustee, consolidate, amalgamate, merge with
or into, or be replaced by a trust organized as such under the laws of any
state; provided that:


(i)         if
the Trust is not the survivor, such successor entity (the "Successor Entity")
either:


(A)    expressly
assumes all of the obligations of the Trust under the Securities; or


(B)    substitutes
for the Securities other securities having substantially the same terms as the
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Securities rank with respect to Distributions and payments upon
liquidation, redemption and otherwise;


(ii)        the
Note Issuer expressly acknowledges a trustee of the Successor Entity that
possesses the same powers and duties as the Property Trustee as the Holder of
the Notes;


(iii)       the
Capital Securities or any Successor Securities which are Capital Securities are
listed, or any Successor Securities of the Capital Securities will be listed
upon notification of issuance, on any national or international securities
exchange or with another organization, if any, on which the Capital Securities
are then listed or quoted;


(iv)       such
merger, consolidation, amalgamation or replacement does not cause the Capital
Securities (including any Successor Securities of the Capital Securities) to be
downgraded by any nationally recognized statistical rating organization;


(v)        such
merger, consolidation, amalgamation or replacement does not adversely affect
the rights, preferences and privileges of the Holders of the  Securities
(including any Successor Securities) in any material respect (other than with
respect to any dilution of such Holders' interests in the new or successor
entity as a result of such merger, consolidation or replacement);


(vi)       such
Successor Entity has a purpose identical to that of the Trust;


(vii)      prior
to such merger, consolidation, amalgamation or replacement, the Sponsor has
received an opinion of a nationally recognized independent counsel to the Trust
experienced in such matters to the effect that:


(A)    such
merger, consolidation, amalgamation or replacement does not adversely affect
the rights, preferences and privileges of the Holders of the Securities
(including any Successor Securities) in any material respect (other than with
respect to any dilution of the Holders' interest in the new entity);





                                                               
23




 


(B)    following
such merger, consolidation, amalgamation or replacement, neither the Trust nor
the Successor Entity will be required to register as an Investment Company; and


(C)    following
such merger, consolidation, amalgamation or replacement, the Trust (or the
Successor Entity) will continue to be classified as a grantor trust for United
States federal income tax purposes; and


(viii)      the
Sponsor guarantees the obligations of such Successor Entity under the Successor
Securities at least to the extent provided by the Capital Securities Guarantee
and the Common Securities Guarantee.


(c)        Notwithstanding
Section 3.15(b), the Trust shall not, except with the consent of Holders of
100% in liquidation amount of the Securities, consolidate, amalgamate, merge
with or into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, merger, amalgamation or replacement would cause the Trust or
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.


ARTICLE 4

SPONSOR


SECTION 4.1   Sponsor's
Purchase of Common Securities.  


On the
Closing Date (including the Closing Date upon exercise of the Option), the
Trust will issue, and the Sponsor will purchase, the Common Securities issued
by the Trust in an amount at least equal to 3% of the capital of the Trust at
the same time as any Capital Securities are sold.


SECTION 4.2   Responsibilities
of the Sponsor.  


In connection with the issuance
and sale of the Capital Securities, the Sponsor shall have the exclusive right
and responsibility to engage in the following activities:


(a)        to
prepare for filing by the Trust with the Commission one or more registration
statements on Form S-3 in relation to the Capital Securities, including any
amendments thereto;


(b)        to
determine the states in which to take appropriate action to qualify or register
for sale all or part of the Capital Securities and to do any and all such acts,
other than actions which must be taken by the Trust, and advise the Trust of
actions it must take, and prepare for execution and filing any documents to be
executed and filed by the Trust, as the Sponsor deems necessary or advisable in
order to comply with the applicable laws of any such states;



                                                                                   
24






 


(c)        to
prepare for filing when required by the Trust applications to any national or
international stock exchange or the Nasdaq National Market for listing upon
notice of issuance of any Capital Securities if the Capital Securities are to
be listed;


(d)        to
prepare for filing by the Trust with the Commission (i) any required
registration statements on Form 8-A relating to the registration of the Capital
Securities under Section 12(b) or 12(g) of the Exchange Act, including any
amendments thereto and (ii) any other filings required under the Exchange Act;
and


(e)        to
negotiate the terms of the Underwriting Agreement providing for the sale of the
Capital Securities and the Capital Securities Guarantee.


In addition, the Sponsor shall have the right at any
time to cause the Trust to be dissolved and the Notes held by the Trust to be
distributed to Holders of the Securities.


SECTION 4.3   Covenants of the
Sponsor.  


For so long as the Capital
Securities remain outstanding, the Sponsor will covenant (i) to maintain 100%
direct or indirect ownership of the Common Securities, (ii) to use its
reasonable best efforts to cause the Trust (a) to remain a statutory trust,
except as permitted by this Declaration in connection with the Trust's liquidation,
merger or consolidation, and (b) to not be classified as an association taxable
as a corporation or a publicly traded partnership taxable as a corporation for
United States federal income tax purposes and (iii) to use its reasonable best
efforts to cause each Holder of Securities to be treated as owning an undivided
beneficial ownership interest in the assets of the Trust.


ARTICLE 5

TRUSTEES


SECTION 5.1   Number of
Trustees.  


The number of Trustees of this
Trust shall be four, and:


(a)           at
any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of
Trustees; and


(b)           after
the issuance of any Securities, the number of Trustees may be increased or
decreased by vote of the Holders of a majority in liquidation amount of the
Common Securities voting as a class at a meeting of the Holders of the Common
Securities; provided, however, that, the number of Trustees shall
in no event be less than two; provided further that (1) one
Trustee, in the case of a natural person, shall be a person who is a resident
of the State of Delaware or that, if not a natural person, is an entity which
has its principal place of business in the State of Delaware (the "Delaware
Trustee"); (2) there shall be at least one Trustee who is an employee or
officer of, or is affiliated with the Sponsor (a "Regular Trustee"); and (3)
one Trustee shall be the Property Trustee for so long as this Declaration is
required to qualify as an indenture under the Trust Indenture Act, and such
Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.

                                                               
25



 


SECTION 5.2   Qualifications
of Delaware Trustee.  


If required by the Statutory
Trust Act, the Delaware Trustee shall be:


(a)           a
natural person who is a resident of the State of Delaware; or


(b)           if
not a natural person, an entity which has its principal place of business in
the State of Delaware, and otherwise meets the requirements of applicable law,


provided that, if
the Property Trustee has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law, then the
Property Trustee shall also be the Delaware Trustee and Section 3.11 shall have
no application.


SECTION 5.3   Property
Trustee; Eligibility.  


(a)           There
shall at all times be one Trustee which shall act as Property Trustee which
shall:


(i)            not be
an Affiliate of the Sponsor; and


(ii)           be a
corporation organized and doing business under the laws of the United States of
America or any state or territory thereof or of the District of Columbia, or a
corporation or Person permitted by the Commission to act as a Property Trustee
under the Trust Indenture Act, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
and subject to supervision or examination by Federal, state, territorial or
District of Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
supervising or examining authority referred to above, then for the purposes of
this Section 5.3(a)(ii), the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.


(b)           If
at any time the Property Trustee shall cease to be eligible to so act under
Section 5.3(a), the Property Trustee shall immediately resign in the manner and
with the effect set forth in Section 5.7(c).


(c)           If
the Property Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and
the Holder of the Common Securities (as if it were the obligor referred to in
Section 310(b) of the Trust Indenture Act) shall in all respects comply with
the provisions of Section 310(b) of the Trust Indenture Act.


(d)           The
Capital Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.





                                                                                
26





(e)           The
initial Property Trustee shall be The Bank of New York.


SECTION 5.4   Certain
Qualifications of Regular Trustees and Delaware Trustee Generally.


Each Regular Trustee and the
Delaware Trustee (unless the Property Trustee also acts as Delaware Trustee)
shall either be a natural person who is at least 21 years of age or a legal
entity that shall act through one or more Authorized Officers.


SECTION 5.5   Regular Trustees.


As of the date of this
Declaration, the Regular Trustees shall be Karen A. Gosnell and James T.
Houghton.


(a)        Except
as expressly set forth in this Declaration and except if a meeting of the
Regular Trustees is called with respect to any matter over which the Regular
Trustees have power to act, any power of the Regular Trustees may be exercised
by, or with the consent of, any one such Regular Trustee.


(b)        Unless
otherwise determined by the Regular Trustees, and except as otherwise required
by the Statutory Trust Act or applicable law, any Regular Trustee is authorized
to execute on behalf of the Trust any documents which the Regular Trustees have
the power and authority to cause the Trust to execute pursuant to Section 3.6, provided,
that, the registration statement referred to in Section 3.6, including
any amendments thereto, shall be signed by a majority of the Regular Trustees;
and


(c)        A
Regular Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 his or her power for
the purposes of signing any documents which the Regular Trustees have power and
authority to cause the Trust to execute pursuant to Section 3.6.


SECTION 5.6   Appointment of
Delaware Trustee.  


The initial Delaware Trustee
shall be The Bank of New York (Delaware).


SECTION 5.7   Appointment,
Removal and Resignation of Trustees.  


(a)           Subject
to Section 5.7(b), Trustees may be appointed or removed without cause at any
time:


(i)            until
the issuance of any Securities, by written instrument executed by the Sponsor;
and


(ii)           after
the issuance of any Securities, by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities or by unanimous written consent of the
Holders of the Common Securities.







                                                                              
27





(b)        (i)            the
Property Trustee shall not be removed in accordance with Section 5.7(a) until a
successor trustee possessing the qualifications to act as Property Trustee
under Section 5.3 (a "Successor Property Trustee") has been appointed and has
accepted such appointment by written instrument executed by such Successor
Property Trustee and delivered to the Regular Trustees and the Sponsor; and


(ii)           the
Delaware Trustee shall not be removed in accordance with Section 5.7(a) until a
successor Trustee possessing the qualifications to act as Delaware Trustee
under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed
and has accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the Regular Trustees and the
Sponsor.


(c)        A
Trustee appointed to office shall hold office until his successor shall have
been appointed or until his death, removal or resignation.  Any Trustee may
resign from office (without need for prior or subsequent accounting) by an
instrument in writing signed by the Trustee and delivered to the Sponsor and
the Trust, which resignation shall take effect upon such delivery or upon such
later date as is specified therein; provided, however, that:


(i)            No
such resignation of the Property Trustee shall be effective:


(A)    until a
Successor Property Trustee has been appointed and has accepted such appointment
by instrument executed by such Successor Property Trustee and delivered to the
Trust, the Sponsor and the resigning Property Trustee; or


(B)    until
the assets of the Trust have been completely liquidated and the proceeds
thereof distributed to the holders of the Securities; and


(ii)           no
such resignation of the Delaware Trustee shall be effective until a Successor
Delaware Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.


(d)        The
Holders of the Common Securities shall use their best efforts to promptly
appoint a Successor Delaware Trustee or Successor Property Trustee as the case
may be if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.7.


(e)        If no
Successor Property Trustee or Successor Delaware Trustee shall have been
appointed and accepted appointment as provided in this Section 5.7 within 60
days after delivery of an instrument of resignation or removal, the Property
Trustee or Delaware Trustee resigning or being removed, as applicable, may
petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee.  Such court may thereupon,
after prescribing such notice, if any, as it





                                                                                        
28






 may deem proper and prescribe,
appoint a Successor Property Trustee or Successor Delaware Trustee, as the case
may be.


(f)            No
Property Trustee or Delaware Trustee shall be liable for the acts or omissions
to act of any Successor Property Trustee or successor Delaware Trustee, as the
case may be.


(g)           All Trustees shall at all
times be "United States Persons" within the meaning of Section 7701(a)(30) of the
Code.


SECTION 5.8   Vacancies Among
Trustees.  


If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1,
a vacancy shall occur.  A resolution certifying the existence of such vacancy
by the Regular Trustees or, if there are more than two, a majority of the
Regular Trustees shall be conclusive evidence of the existence of such
vacancy.  The vacancy shall be filled with a Trustee appointed in accordance
with Section 5.7.


SECTION 5.9   Effect of
Vacancies.  


The death, resignation,
retirement, removal, bankruptcy, dissolution, liquidation, incompetence or
incapacity to perform the duties of a Trustee shall not operate to annul the
Trust.  Whenever a vacancy in the number of Regular Trustees shall occur, until
such vacancy is filled by the appointment of a Regular Trustee in accordance
with Section 5.7, the Regular Trustees in office, regardless of their number,
shall have all the powers granted to the Regular Trustees and shall discharge
all the duties imposed upon the Regular Trustees by this Declaration.


SECTION 5.10          
Meetings.


If there is more than one
Regular Trustee, meetings of the Regular Trustees shall be held from time to
time upon the call of any Regular Trustee.  Regular meetings of the Regular
Trustees may be held at a time and place fixed by resolution of the Regular
Trustees.  Notice of any in-person meetings of the Regular Trustees shall be
hand delivered or otherwise delivered in writing (including by facsimile, with
a hard copy by overnight courier) not less than 48 hours before such meeting. 
Notice of any telephonic meetings of the Regular Trustees or any committee
thereof shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting.  Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the ground
that the meeting has not been lawfully called or convened.  Unless provided
otherwise in this Declaration, any action of the Regular Trustees may be taken
at a meeting by vote of a majority of the Regular Trustees present (whether in
person or by telephone) and eligible to vote with respect to such matter, provided
that a Quorum is present, or without a meeting by the





                                                                                         
29






 unanimous written
consent of the Regular Trustees.  Any and all actions of the Regular Trustees
also may be evidenced by a written consent of such Regular Trustee.


SECTION 5.11          
Delegation of Power.


(a)           Any
Regular Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 his or her power for
the purpose of executing any documents contemplated in Section 3.6, including
any registration statement or amendment thereto filed with the Commission, or
making any other governmental filing; and


(b)           The
Regular Trustees shall have power to delegate from time to time to such of
their number or to officers of the Trust the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Regular Trustees or otherwise as the Regular Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary
to the provisions of the Trust, as set forth herein.


SECTION 5.12          
Merger, Conversion, Consolidation, Amalgamation or Succession to
Business.  


Any Person into which the Property Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any Person resulting from any merger,
conversion, consolidation or amalgamation to which the Property Trustee or the
Delaware Trustee, as the case may be, shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the Property
Trustee or the Delaware Trustee, as the case may be, shall be the successor of
the Property Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.


ARTICLE 6

DISTRIBUTIONS


SECTION 6.1   Distributions. 



Holders shall receive
Distributions at the times and in accordance with the applicable terms of the
relevant Holder's Securities.  If and to the extent that the Note Issuer makes
a payment of interest (including Compounded Interest, as defined in the
Indenture) and Additional Interest (as defined in the Indenture), premium or
principal on the Notes held by the Property Trustee (the amount of any such
payment being a "Payment Amount"), the Property Trustee shall and is directed,
to the extent funds are available for that purpose and without further action
by the Regular Trustees, to make a Distribution of the Payment Amount to Holders. 
The term "Distributions" as used herein includes such cash distributions and
any such interest payable unless otherwise stated.  Distributions shall be made
on the Capital Securities and the Common Securities in accordance with the
preferences set forth in their respective terms.



                                                                                          
30




 


ARTICLE 7

ISSUANCE OF SECURITIES


SECTION 7.1   General
Provisions Regarding Securities.


(a)           The
Regular Trustees shall on behalf of the Trust issue the Capital Securities
which shall have such terms as are set forth in a completed Designation of Terms
in the form attached hereto as Annex I, in the amounts, at the times and with
such additions, deletions, modifications and completions as may be approved by
the Regular Trustees (the "Designation of Terms"), and one class of Common
Securities representing undivided beneficial interests in the assets of the
Trust in the amounts, at the times and having such terms as are set forth in a
completed  Designation of Terms.  The Trust shall issue no securities or other
interests in the assets of the Trust other than the Capital Securities and the
Common Securities.


(b)           The Regular Trustees shall
negotiate the terms of the Underwriting Agreement relating to the Capital
Securities.


(c)           The
Securities are subject to redemption as provided in the Designation of Terms.


(d)           The
Certificates shall be signed on behalf of the Trust by a Regular Trustee.  Such
signature shall be the manual signature of any present or any future Regular
Trustee.  In case any Regular Trustee of the Trust who shall have signed any of
the Certificates shall cease to be such Regular Trustee before the Certificates
so signed shall be delivered by the Trust, such Certificates nevertheless may
be delivered as though the person who signed such Certificates had not ceased
to be such Regular Trustee.  Any Certificate may be signed on behalf of the
Trust by such persons who, at the actual date of execution of such Security,
shall be the Regular Trustees of the Trust, although at the date of the
execution and delivery of the Declaration any such person was not such a
Regular Trustee.  Certificates shall be typed, printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.


(e)           The
consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute
a loan to the Trust.


(f)            Upon
issuance of the Securities as provided in this Declaration, the Securities so
issued shall be deemed to be validly issued, fully paid and non-assessable.


(g)           Every
Person, by virtue of having become a Holder or a Capital Security Beneficial
Owner in accordance with the terms of this Declaration, shall be deemed to





                                                                                   
31






 have
expressly assented and agreed to the terms of, and shall be bound by, this
Declaration, including the Designation of Terms.


(h)           The Securities are not, and
shall not be deemed to be, savings accounts or bank deposits or an obligation
of or guaranteed by any banking affiliate of the Note Issuer and are not
insured by the Federal Deposit Insurance Corporation or any other governmental
agency.


SECTION 7.2   Paying Agent. 



In the event that the Capital Securities are not in
Book-Entry only form, the Trust shall maintain in New York, New York, an office
or agency where the Capital Securities may be presented for payment ("Paying
Agent).  The Trust may appoint the Paying Agent and may appoint one or more
additional paying agents in such other locations as it shall determine and
shall make such appointment in any other location required by law or the rules
of any securities exchange on which the Capital Securities may be listed.  The
term "Paying Agent" includes any additional paying agent.  The Trust may change
any Paying Agent without prior notice to any Holder.  The Trust shall notify
the Property Trustee of the name and address of any Paying Agent not a party to
this Declaration.  If the Trust fails to appoint or maintain another entity as
Paying Agent, the Property Trustee shall act as such.  The Trust or any of its
Affiliates may act as Paying Agent.  The Property Trustee shall initially act
as Paying Agent for the Capital Securities and the Trust shall initially act as
Paying Agent for the Common Securities.


ARTICLE 8

TERMINATION OF TRUST


SECTION 8.1   Termination of
Trust.  


(a)        The Trust shall dissolve:


                        (i)           upon
the bankruptcy of the Sponsor;


                        (ii)        
upon the filing of a certificate of dissolution or its equivalent with respect
to the Sponsor; upon the consent of a Majority in liquidation amount of the
Securities voting together as a single class to dissolve the Trust; or upon the
revocation of the Sponsor's charter and the expiration of 90 days after the
date of revocation without a reinstatement thereof;


      (iii)         upon
the entry of a decree of judicial dissolution of the Holder of the Common
Securities, the Sponsor or the Trust;


      (iv)          when
all of the Securities shall have been called for redemption and the amounts
necessary for redemption thereof shall have been paid to the Holders in
accordance with the terms of the Securities;


      (v)           at
the election of the Sponsor at any time pursuant to which the Trust shall have
been dissolved in accordance with the terms of the Securities and





                                                                    
32






 all of the
Notes shall have been distributed to the Holders of Securities in exchange for
all of the Securities; or


                        (vi)          before
the issuance of any Securities, with the consent of all of the Regular Trustees
and the Sponsor.


(b)           As
soon as is practicable after the occurrence of an event referred to in Section
8.1(a), the Trustees shall, after satisfaction of all obligations of the Trust,
file a certificate of cancellation with the Secretary of State of the State of
Delaware and the Trust shall terminate.


(c)           The
provisions of Section 3.9 and Article 10 shall survive the termination of
the Trust.


ARTICLE 9

TRANSFER OF INTERESTS


SECTION 9.1   Transfer of
Securities.  


(a)           Securities
may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration and in the terms of the Securities. 
Any transfer or purported transfer of any Security not made in accordance with
this Declaration shall be null and void.


(b)           Subject
to this Article 9 and Section 4.3, the Sponsor and any Related Party may only
transfer Common Securities to the Sponsor or a Related Party of the Sponsor; provided
that any such transfer is subject to the condition precedent that the
transferor obtain the written opinion of a nationally recognized independent
counsel experienced in such matters that such transfer would not cause more
than an insubstantial risk that:


(i)         the Trust would not be
classified for United States federal income tax purposes as an association or a
publicly traded partnership taxable as a corporation; and


(ii)        the Trust would be an
Investment Company or the transferee would become an Investment Company.


SECTION 9.2   Transfer of
Certificates.  


The Regular Trustees shall
provide for the registration of Certificates and of transfers of Certificates,
which will be effected without charge but only upon payment (with such
indemnity as the Regular Trustees may require) in respect of any tax or other
government charges that may be imposed in relation to it.  Upon surrender for
registration of transfer of any Certificate, the Regular Trustees shall cause
one or more new Certificates to be issued in the name of the designated
transferee or transferees.  Every Certificate surrendered for registration of
transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Regular Trustees duly executed by the Holder or such
Holder's attorney duly authorized in writing.  Each 





                                                                                               
33








Certificate surrendered for
registration of transfer shall be canceled by the Regular Trustees.  A
transferee of a Certificate shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Certificate.  By acceptance of a Certificate, each transferee shall be deemed
to have agreed to be bound by this Declaration.


SECTION 9.3   Deemed Security
Holders.  


The Trustees may treat the
Person in whose name any Certificate shall be registered on the books and
records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust shall have actual or other notice thereof.


SECTION 9.4   Book-Entry
Interests.  


Unless otherwise specified in
the terms of the Capital Securities, the Capital Securities Certificates, on
original issuance, will be issued in the form of one or more fully registered,
global Capital Security Certificates, to be delivered to the Depositary, the
initial Clearing Agency (each a "Global Security"), by, or on behalf of, the
Trust.  Such Global Securities shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of the
Depositary, and no Capital Security Beneficial Owner will receive a definitive
Capital Security Certificate representing such Capital Security Beneficial
Owner's interests in such Global Securities, except as provided in Section
9.7.  Unless and until definitive, fully registered Capital Security
Certificates (the "Definitive Capital Security Certificates") have been issued
to the Capital Security Beneficial Owners pursuant to Section 9.7:


(a)           the
provisions of this Section 9.4 shall be in full force and effect;


(b)           the
Trust and the Trustees shall be entitled to deal with the Clearing Agency for
all purposes of this Declaration (including the payment of Distributions on the
Global Securities and receiving approvals, votes or consents hereunder) as the
sole Holder of the Capital Securities and shall have no obligation to the
Capital Security Beneficial Owners;


(c)           to
the extent that the provisions of this Section 9.4 conflict with any other
provisions of this Declaration, the provisions of this Section 9.4 shall
control; and


(d)           the
rights of the Capital Security Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law
and agreements between such Capital Security Beneficial Owners and the Clearing
Agency and/or the Clearing Agency Participants.  The Depositary will make
Book-Entry transfers among the Clearing Agency Participants and receive and
transmit payments of Distributions on the Global Securities to such Clearing
Agency Participants.





                                                                                 
34





SECTION 9.5   Notices to
Clearing Agency.  


Whenever a notice or other
communication to the Capital Security Holders is required under this
Declaration, unless and until Definitive Capital Security Certificates shall
have been issued to the Capital Security Beneficial Owners pursuant to Section
9.7, the Regular Trustees shall give all such notices and communications
specified herein to be given to the Capital Security Holders to the Clearing
Agency, and shall have no notice obligations to the Capital Security Beneficial
Owners.


SECTION 9.6   Appointment of
Successor Clearing Agency.  


If any Clearing Agency elects
to discontinue its services as securities depositary with respect to the
Capital Securities, the Regular Trustees may, in their sole discretion, appoint
a successor Clearing Agency with respect to such Capital Securities.


SECTION 9.7   Definitive
Capital Security Certificates.  


If:


(a)           a
Clearing Agency elects to discontinue its services as securities depositary
with respect to the Capital Securities and a successor Clearing Agency is not
appointed within 90 days after such discontinuance pursuant to Section 9.6; or


(b)           the
Regular Trustees elect after consultation with the Sponsor to terminate the
Book-Entry system through the Clearing Agency with respect to the Capital
Securities;


then:


(c)           Definitive
Capital Security Certificates shall be prepared by the Regular Trustees on
behalf of the Trust with respect to such Capital Securities; and


(d)           upon
surrender of the Global Securities by the Clearing Agency, accompanied by
registration instructions, the Regular Trustees shall cause Definitive Capital
Security Certificates to be delivered to Capital Security Beneficial Owners in
accordance with the instructions of the Clearing Agency.  Neither the Trustees
nor the Trust shall be liable for any delay in delivery of such instructions
and each of them may conclusively rely on and shall be protected in relying on,
said instructions of the Clearing Agency.  The Definitive Capital Security
Certificates shall be typed, printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the Regular Trustees may deem appropriate, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Capital
Securities may be listed, or to conform to usage.


Otherwise, Definitive Capital Security Certificates will
not be issued.



                                                                                             
35




SECTION 9.8   Mutilated,
Destroyed, Lost or Stolen Certificates.  


If:


(a)           any
mutilated Certificates should be surrendered to the Regular Trustees, or if the
Regular Trustees shall receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate; and


(b)           there
shall be delivered to the Regular Trustees such security or indemnity as may be
required by them to keep each of them harmless,


then, in the absence of notice that such Certificate
shall have been acquired by a bona fide purchaser, any Regular Trustee on
behalf of the Trust shall execute and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination.  In connection with the issuance of any new Certificate
under this Section 9.8, the Regular Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.  Any duplicate Certificate issued pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.


ARTICLE 10

LIMITATION OF LIABILITY OF

HOLDERS OF SECURITIES, TRUSTEES OR OTHERS


SECTION 10.1       Liability. 



(a)           Except
as expressly set forth in this Declaration, the Securities Guarantees and the
terms of the Securities, the Sponsor shall not:


(i)            be
personally liable for the return of any portion of the capital contributions
(or any return thereon) of the Holders of the Securities which shall be made
solely from assets of the Trust; and


(ii)           be
required to pay to the Trust or to any Holder of Securities any deficit upon
dissolution of the Trust or otherwise.


(b)           Pursuant
to Section 3803(a) of the Statutory Trust Act, the Holders of the Capital
Securities shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations organized for profit under the
General Corporation Law of the State of Delaware.


SECTION 10.2       Exculpation. 



(a)           No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person





                                                                                 
36






 reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or negligence
in the case of the Property Trustee) or willful misconduct with respect to such
acts or omissions.


(b)           An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any Person as to matters the Indemnified Person
reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Trust, including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits, losses, or any other
facts pertinent to the existence and amount of assets from which Distributions
to Holders of Securities might properly be paid.


SECTION 10.3       Fiduciary
Duty.  


(a)           To
the extent that, at law or in equity, an Indemnified Person has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or
to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration.  The provisions
of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.


(b)        Unless
otherwise expressly provided herein:


(i)            whenever
a conflict of interest exists or arises between any Covered Persons; or


(ii)           whenever
this Declaration or any other agreement contemplated herein or therein provides
that an Indemnified Person shall act in a manner that is, or provides terms
that are, fair and reasonable to the Trust or any Holder of Securities;


the Indemnified Person shall resolve such conflict of
interest, take such action or provide such terms, considering in each case the
relative interest of each party (including its own interest) to such conflict,
agreement, transaction or situation and the benefits and burdens relating to
such interests, any customary or accepted industry practices, and any
applicable generally accepted accounting practices or principles.  In the
absence of bad faith by the Indemnified Person, the resolution, action or term
so made, taken or provided by the Indemnified Person shall not constitute a
breach of this Declaration or any other agreement contemplated herein or of any
duty or obligation of the Indemnified Person at law or in equity or otherwise.


(c)           Whenever
in this Declaration an Indemnified Person is permitted or required to make a
decision:





                                                                                    
37





(i)            in
its "discretion" or under a grant of similar authority, the Indemnified Person
shall be entitled to consider such interests and factors as it desires,
including its own interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the Trust or any other
Person; or               


(ii)           in
its "good faith" or under another express standard, the Indemnified Person
shall act under such express standard and shall not be subject to any other or
different standard imposed by this Declaration or by applicable law.


SECTION 10.4          
Indemnification.  


(a)    (i)   The
Note Issuer shall indemnify, to the full extent permitted by law, any Company
Indemnified Person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Trust) by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys' fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the Company Indemnified Person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.


(ii)           The
Note Issuer shall indemnify, to the full extent permitted by law, any Company
Indemnified Person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
Trust to procure a judgment in its favor by reason of the fact that he is or
was a Company Indemnified Person against expenses (including attorneys' fees
and expenses) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Trust and except that no such indemnification shall be made in respect of
any claim, issue or matter as to which such Company Indemnified Person shall
have been adjudged to be liable to the Trust unless and only to the extent that
the Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper.





                                                                           
38





(iii)          To
the extent that a Company Indemnified Person shall be successful on the merits
or otherwise (including dismissal of an action without prejudice or the
settlement of an action without admission of liability) in defense of any
action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section
10.4(a), or in defense of any claim, issue or matter therein, he shall be
indemnified, to the full extent permitted by law, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.


(iv)          Any
indemnification under paragraphs (i) and (ii) of this Section 10.4(a) (unless
ordered by a court) shall be made by the Note Issuer only as authorized in the
specific case upon a determination that indemnification of the Company
Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii).  Such
determination shall be made (1) by the Regular Trustees by a majority vote of a
quorum consisting of such Regular Trustees who were not parties to such action,
suit or proceeding, (2) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Regular Trustees so directs, by
independent legal counsel in a written opinion, or (3) by the Holders of the
Common Securities.


(v)           Expenses
(including reasonable attorneys' fees and expenses) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a) shall be paid by the Note Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Note Issuer as authorized in this Section 10.4(a). 
Notwithstanding the foregoing, no advance shall be made by the Note Issuer if a
determination is reasonably and promptly made (i) by the Regular Trustees by a
majority vote of a quorum of disinterested Regular Trustees, (ii) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
Regular Trustees so directs, by independent legal counsel in a written opinion
or (iii) the Common Security Holder of the Trust, that, based upon the facts
known to the Regular Trustees, counsel or the Common Security Holder at the
time such determination is made, such Company Indemnified Person acted in bad
faith or in a manner that such person did not believe to be in or not opposed
to the best interests of the Trust, or, with respect to any criminal
proceeding, that such Company Indemnified Person believed or had reasonable
cause to believe his conduct was unlawful.  In no event shall any advance be
made in instances where the Regular Trustees, independent legal counsel or
Common Security Holder reasonably determine that such person deliberately
breached his duty to the Trust or to the Holders of the Common or Capital
Securities.


(vi)          The
indemnification and advancement of expenses provided by, or granted pursuant
to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive
of any other rights to which those seeking indemnification and advancement of
expenses may be entitled under any agreement, vote of





                                                                               
39






 stockholders or
disinterested directors of the Note Issuer or Capital Security Holders of the
Trust or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.  All rights to indemnification
under this Section 10.4(a) shall be deemed to be provided by a contract between
the Note Issuer and each Company Indemnified Person who serves in such capacity
at any time while this Section 10.4(a) is in effect.  Any repeal or
modification of this Section 10.4(a) shall not affect any rights or obligations
then existing.


(vii)         The
Note Issuer or the Trust may purchase and maintain insurance on behalf of any
person who is or was a Company Indemnified Person against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Note Issuer would have the power to
indemnify him against such liability under the provisions of this Section
10.4(a).


(viii)         For
purposes of this Section 10.4(a), references to "the Trust" shall include, in
addition to the resulting or surviving entity, any constituent entity
(including any constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of
such constituent entity as a director, trustee, officer, employee or agent of
another entity, shall stand in the same position under the provisions of this
Section 10.4(a) with respect to the resulting or surviving entity as he would
have with respect to such constituent entity if its separate existence had
continued.


(ix)          The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Section 10.4(a) shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Company Indemnified
Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.


(b)           The Note Issuer agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee or the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee or the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as
a "Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the satisfaction
and discharge of this Declaration.





                                                                                     
40




 


SECTION 10.5       Outside
Businesses.  


Any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess
an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper.  No Covered Person, the Sponsor, the Delaware Trustee, or the
Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Property Trustee shall have the right
to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity.  Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Sponsor or its Affiliates.


ARTICLE 11

ACCOUNTING


SECTION 11.1          
Fiscal Year.


The fiscal year ("Fiscal Year")
of the Trust shall be the calendar year or such other year as is required by
the Code.


SECTION 11.2          
Certain Accounting Matters.


(a)           At
all times during the existence of the Trust, the Regular Trustees shall keep,
or cause to be kept, full books of account, records and supporting documents,
which shall reflect in reasonable detail each transaction of the Trust.  


(b)           The
Regular Trustees shall cause to be duly prepared and delivered to each of the
Holders of Securities any annual United States federal income tax information
statement, required by the Code, containing such information with regard to the
Securities held by each Holder as is required by the Code and the Treasury
Regulations.  The Regular Trustees shall endeavor to deliver all such
statements within such period after the end of each Fiscal Year of the Trust as
required by the Treasury Regulations; and


(c)           The
Regular Trustees shall cause to be duly prepared and filed with the appropriate
taxing authority, an annual United States federal income tax return, on a Form
1041 or such other form required by United States federal income tax law, and
any other annual income tax returns required to be filed by the Regular
Trustees on behalf of the Trust with any state or local taxing authority.







                                                                                   
41





SECTION 11.3          
Banking.


The Trust shall maintain one or
more bank accounts in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the Notes held by the
Property Trustee shall be made directly to the Property Trustee Account and no
other funds of the Trust shall be deposited in the Property Trustee Account. 
The sole signatories for such accounts shall be designated by the Regular Trustees;
provided, however, that the Property Trustee shall designate the
signatories for the Property Trustee Account.


SECTION 11.4          
Withholding.


The Trust and the Regular
Trustees shall comply with all withholding requirements under United States
federal, state and local law.  The Trust shall request, and the Holders shall
provide to the Trust, such forms or certificates as are necessary to establish
an exemption from withholding with respect to each Holder, and any
representations and forms as shall reasonably be requested by the Trust to
assist it in determining the extent of, and in fulfilling, its withholding
obligations.  The Regular Trustees shall file required forms with applicable
jurisdictions and, unless an exemption from withholding is properly established
by a Holder, shall remit amounts withheld with respect to the Holder to
applicable jurisdictions.  To the extent that the Trust is required to withhold
and pay over any amounts to any authority with respect to distributions or
allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder.  In the event of
any claim over withholding, the Holders shall be limited to an action against
the applicable jurisdiction.  If the amount required to be withheld was not
withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.


ARTICLE 12

AMENDMENTS AND MEETINGS


SECTION 12.1          
Amendments.


(a)           Except
as otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument
approved and executed by:


(i)            the
Regular Trustees (or, if there are more than two Regular Trustees a majority of
the Regular Trustees);


(ii)           if
the amendment affects the rights, powers, duties, obligations or immunities of
the Property Trustee, the Property Trustee; and


(iii)          if
the amendment affects the rights, powers, duties, obligations or immunities of
the Delaware Trustee, the Delaware Trustee.


(b)           No
amendment shall be made, and any such purported amendment shall be void and
ineffective:







                                                                               
42





(i)            unless,
in the case of any proposed amendment, the Property Trustee shall have first
received an Officers' Certificate from each of the Trust and the Sponsor that
such amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities);


(ii)           unless,
in the case of any proposed amendment which affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property Trustee shall
have first received:


(A)    an
Officers' Certificate from each of the Trust and the Sponsor that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities); and


(B)    an
opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities); and


(iii)          to
the extent the result of such amendment would be to:


(A)    cause
the Trust to fail to continue to be classified for purposes of United States
federal income taxation as a grantor trust;


(B)    reduce
or otherwise adversely affect the powers of the Property Trustee in
contravention of the Trust Indenture Act; or


(C)    cause
the Trust to be deemed to be an Investment Company required to be registered
under the Investment Company Act.


(c)           At
such time after the Trust has issued any Securities that remain outstanding,
any amendment that would adversely affect the rights, privileges or preferences
of any Holder of Securities may be effected only with such additional
requirements as may be set forth in the terms of such Securities.


(d)           Section
10.1(b) and this Section 12.1 shall not be amended without the consent of all
of the Holders of the Securities.


(e)           Article
4 shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities.


(f)            The
rights of the holders of the Common Securities under Article 5 to increase or
decrease the number of, and appoint and remove Trustees, shall not be amended
without the consent of the Holders of a Majority in liquidation amount of the
Common Securities.


(g)           Notwithstanding
Section 12.1(c), this Declaration may be amended without the consent of the
Holders of the Securities to:


(i)            cure
any ambiguity;





                                                                        
43





(ii)           correct
or supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration;


(iii)          add
to the covenants, restrictions or obligations of the Sponsor;


(iv)          conform
to any change in Rule 3a-5 or any written change in interpretation or
application of Rule 3a-5 by any legislative body, court, government agency or
regulatory authority which amendment does not have a material adverse effect on
the right, preferences or privileges of the Holders;


(v)           modify,
eliminate and add to any provision of the Declaration to such extent as may be
necessary to carry out its provisions, including making any redemption of the
Notes or dissolution of the Trust and distribution of the Notes to the Holders
of the Securities in exchange for all of the Securities; and


(vi)          evidence and provide for the
appointment of Successor Trustees hereunder.


SECTION 12.2          
Meetings of the Holders of Securities; Action by Written Consent. 



(a)           Meetings
of the Holders of any class of Securities may be called at any time by the
Regular Trustees (or as provided in the terms of the Securities) to consider
and act on any matter on which Holders of such class of Securities are entitled
to act under the terms of this Declaration, the terms of the Securities or the
rules of any stock exchange on which the Capital Securities are listed or
admitted for trading.  The Regular Trustees shall call a meeting of the Holders
of such class if directed to do so by the Holders of at least 10% in
liquidation amount of such class of Securities.  Such direction shall be given
by delivering to the Regular Trustees one or more calls in a writing stating
that the signing Holders of Securities wish to call a meeting and indicating
the general or specific purpose for which the meeting is to be called.  Any
Holders of Securities calling a meeting shall specify in writing the Security
Certificates held by the Holders of Securities exercising the right to call a
meeting and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.


(b)           Except
to the extent otherwise provided in the terms of the Securities, the following
provisions shall apply to meetings of Holders of Securities:


(i)            notice
of any such meeting shall be given to all the Holders of Securities having a
right to vote thereat at least seven days and not more than 60 days before the
date of such meeting.  Whenever a vote, consent or approval of the Holders of
Securities is permitted or required under this Declaration or the rules of any
stock exchange on which the Capital Securities are listed or admitted for
trading, such vote, consent or approval may be given at a meeting of the
Holders of Securities.  Any action that may be taken at a meeting of the
Holders of Securities may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by the Holders of Securities owning
not less than the minimum amount of Securities in liquidation amount that would
be necessary to





                                                                           
44






 authorize or take such action at a meeting at which all Holders
of Securities having a right to vote thereon were present and voting.  Prompt
notice of the taking of action without a meeting shall be given to the Holders
of Securities entitled to vote who have not consented in writing.  The Regular
Trustees may specify that any written ballot submitted to the Security Holder
for the purpose of taking any action without a meeting shall be returned to the
Trust within the time specified by the Regular Trustees;


(ii)           each
Holder of a Security may authorize any Person to act for it by proxy on all
matters in which a Holder of Securities is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting.  No proxy shall
be valid after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy.  Every proxy shall be revocable at the
pleasure of the Holder of Securities executing it.  Except as otherwise
provided herein, all matters relating to the giving, voting or validity of
proxies shall be governed by the General Corporation Law of the State of
Delaware relating to proxies, and judicial interpretations thereunder, as if
the Trust were a Delaware corporation and the Holders of the Securities were
stockholders of a Delaware corporation;


(iii)          each
meeting of the Holders of the Securities shall be conducted by the Regular
Trustees or by such other Person that the Regular Trustees may designate; and


(iv)          unless
the Statutory Trust Act, this Declaration, the terms of the Securities, the
Trust Indenture Act or the listing rules of any stock exchange on which the
Capital Securities are then listed or trading otherwise provide, the Regular
Trustees, in their sole discretion, shall establish all other provisions
relating to meetings of Holders of Securities, including notice of the time,
place or purpose of any meeting at which any matter is to be voted on by any Holders
of Securities, waiver of any such notice, action by consent without a meeting,
the establishment of a record date, quorum requirements, voting in person or by
proxy or any other matter with respect to the exercise of any such right to
vote.


ARTICLE 13

REPRESENTATIONS OF PROPERTY TRUSTEE

AND DELAWARE TRUSTEE


SECTION 13.1          
Representations and Warranties of Property Trustee.  


The Trustee that acts as
initial Property Trustee represents and warrants to the Trust and to the
Sponsor at the date of this Declaration, and each Successor Property Trustee
represents and warrants to the Trust and the Sponsor at the time of the
Successor Property Trustee's acceptance of its appointment as Property Trustee,
that:





                                                                                       
45




 


(a)           the
Property Trustee is a state or federal banking corporation with trust powers
and the authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;


(b)           the
execution, delivery and performance by the Property Trustee of the Declaration
has been duly authorized by all necessary corporate action on the part of the
Property Trustee.  The Declaration has been duly executed and delivered by the
Property Trustee, and it constitutes a legal, valid and binding obligation of
the Property Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, moratorium, insolvency, and
other similar laws affecting creditors' rights generally and to general
principles of equity and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity or
at law);


(c)           the
execution, delivery and performance of this Declaration by the Property Trustee
does not conflict with or constitute a breach of the charter or by-laws of the
Property Trustee; and


(d)           no
consent, approval or authorization of, or registration with or notice to, any
New York State or federal banking authority is required for the execution,
delivery or performance by the Property Trustee of this Declaration.


SECTION 13.2          
Representations and Warranties of Delaware Trustee.


The Trustee that acts as
initial Delaware Trustee represents and warrants to the Trust and to the
Sponsor at the date of this Declaration, and each Successor Delaware Trustee
represents and warrants to the Trust and the Sponsor at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee,
that:


(a)           the
Delaware Trustee is duly organized, validly existing and in good standing under
the laws of the State of Delaware, with trust powers and the authority to
execute and deliver, and to carry out and perform its obligations under the
terms of, this Declaration;


(b)           the
Delaware Trustee has been authorized to perform its obligations under the
Certificate of Trust and the Declaration.  The Declaration under Delaware law
constitutes a legal, valid and binding obligation of the Delaware Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);


(c)           no
consent, approval or authorization of, or registration with or notice to, any
federal banking authority is required for the execution, delivery or
performance by the Delaware Trustee of this Declaration; and


(d)           the
Delaware Trustee is an entity which has its principal place of business in the
State of Delaware.





                                                                                    
46




 


ARTICLE 14

MISCELLANEOUS


SECTION 14.1          
Notices.


All notices provided for in
this Declaration shall be in writing, duly signed by the party giving such
notice, and shall be delivered, faxed or mailed by first class mail, as
follows:


(a)           if
given to the Trust, in care of the Regular Trustees at the Trust's mailing
address set forth below (or such other address as the Trust may give notice of
to the Holders of the Securities):



BAC Capital Trust
XII

c/o Bank of America Corporation

Bank of America
Corporate Center

NC1-007-07-06

100 North Tryon
Street

Charlotte, North
Carolina  28255

Facsimile:  (704)
386-0270

Attention:
Corporate Treasury-Securities Administration




(b)           if
given to the Delaware Trustee, at the mailing address set forth below (or such
other address as the Delaware Trustee may give notice of to the Holders of the
Securities):



The Bank of New York (Delaware)

502 White Clay Center, Route 273

Newark, Delaware 19711

Attention:  Corporate Trust Trustee
Administration


(c)           if
given to the Property Trustee, at the Property Trustee's mailing address set
forth below (or such other address as the Property Trustee may give notice of
to the Holders of the Securities):

The Bank of New York



101 Barclay Street, 8 West

New York, New York 10286

Attention:  Corporate Trust Trustee Administration




(d)           if
given to the Holder of the Common Securities, at the mailing address of the
Sponsor set forth below (or such other address as the Holder of the Common
Securities may give notice to the Trust):





                                                                               
47






Bank of America Corporation

Bank of America Corporate Center

NC1-007-07-06

100 North Tryon Street

Charlotte, North Carolina  28255

Attention: 
Corporate Treasury-Securities Administration




(e)           if
given to any other Holder, at the address set forth on the books and records of
the Trust.


All such notices shall be
deemed to have been given when received in person, faxed with receipt
confirmed, or mailed by first class mail, postage prepaid except that if a
notice or other document is refused delivery or cannot be delivered because of
a changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.


SECTION 14.2          
Governing Law.


This Declaration and the rights
of the parties hereunder shall be governed by and interpreted in accordance
with the laws of the State of Delaware and all rights and remedies shall be
governed by such laws without regard to principles of conflict of laws.


SECTION 14.3          
Intention of the Parties.


It is the intention of the
parties hereto that the Trust be classified for United States federal income
tax purposes as a grantor trust.  The provisions of this Declaration shall be
interpreted to further this intention of the parties.


SECTION 14.4          
Headings.


Headings contained in this
Declaration are inserted for convenience of reference only and do not affect
the interpretation of this Declaration or any provision hereof.


SECTION 14.5          
Successors and Assigns.


Whenever in this Declaration
any of the parties hereto is named or referred to, the successors and assigns
of such party shall be deemed to be included, and all covenants and agreements
in this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.


SECTION 14.6          
Partial Enforceability.  


If any provision of this
Declaration, or the application of such provision to any Person or
circumstance, shall be held invalid, the remainder of this Declaration, or the
application of such provision to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.



                                                                                      
48




 


SECTION 14.7          
Counterparts; Acceptance.  


This Declaration may contain
more than one counterpart of the signature page and this Declaration may be
executed by the affixing of the signature of each of the Trustees to one of
such counterpart signature pages.  All of such counterpart signature pages
shall be read as though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page.


Each Trustee, by its execution
of a counterpart of this Declaration, acknowledges and accepts its appointment
as Trustee.






[Signature
page follows.]





49









IN WITNESS WHEREOF, the
undersigned has caused these presents to be executed as of the day and year
first above written.



		 	/s/ KAREN A. GOSNELL

 Karen A. Gosnell, as Regular Trustee

 
	 	/s/ JAMES T. HOUGHTON

			James T. Houghton, as Regular Trustee

 
	 	THE BANK OF NEW YORK (DELAWARE), as

			Delaware Trustee

			

			By:  

			Name:

			Title: 

	 	THE BANK OF NEW YORK, As Property Trustee

			

			By: 

			Name:

			Title:

 
	 	BANK OF AMERICA CORPORATION, as Sponsor

			

			By:  /s/ KAREN A. GOSNELL

			Name:  Karen A.Gosnell

			Title:  Senior Vice President
	 	 

















ANNEX I



BAC
CAPITAL TRUST XII

DESIGNATION
OF TERMS OF

67⁄8%
CAPITAL SECURITIES AND

67⁄8% COMMON SECURITIES


Pursuant to
Section 7.1 of the Amended and Restated Declaration of Trust, dated as of July 26,
2006 (as amended from time to time, the "Declaration"), the designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Capital Securities and the Common Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration);


1.         Designation and Number.


(a)        Capital
Securities. The Capital Securities of the Trust (liquidation amount $25 per
Capital Security) are hereby designated for purposes of identification only as
"BAC Capital Trust XII 67⁄8%
Capital Securities" (the "Capital Securities").  Initially, the Trust shall
issue 30,000,000 Capital Securities with an aggregate liquidation amount of $750,000,000. 
The Capital Security Certificates evidencing the Capital Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Capital Securities are listed.


(b)        Common
Securities. The Common Securities of the Trust (liquidation amount $25 per
Security) are hereby designated for purposes of identification only as "BAC
Capital Trust XII 67⁄8% Common Securities" (the "Common Securities"). 
Initially, the Trust shall issue 1,000,000 Common Securities with an aggregate
liquidation amount of $25,000,000.  The Common Security Certificates evidencing
the Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.


(c)        Upon exercise of the
Option by the Underwriters, the Trust may issue up to an additional 4,500,000
Capital Securities and up to an additional 100,000 Common Securities. 
References in this Designation of Terms or in the Declaration to Securities,
Capital Securities or Common Securities shall include the Securities so
issued.  At the time of the issue of Additional Securities, the Trust and the
Sponsor shall execute a certificate in the form of Annex A-I to the
Declaration.


            2.         Distributions.


(a)        Distributions
payable on each Security will be fixed at a rate per annum of 67⁄8% (the
"Coupon Rate") of the stated liquidation amount of $25 per Security, such rate
being the interest rate payable on the Notes to be held by the Property
Trustee.  Distributions in arrears for more than one quarter will bear interest
thereon compounded quarterly at the Coupon Rate (to





                                                                                                  
I-1


 the extent permitted by
applicable law).  A Distribution is payable only to the extent that payments
are made in respect of the Notes held by the Property Trustee and to the extent
the Property Trustee has funds available therefor.  The amount of Distributions
payable for any period will be computed on the basis of a 360-day year of
twelve 30‐day months.  The amount of Distributions payable for any period
shorter than a full distribution period will be computed on the basis of the
actual number of days elapsed in a 360-day year of twelve 30-day months.  The
amount of interest payable for any full interest period will be computed by
dividing the annual rate by four.


(b)        Distributions
on the Securities will be cumulative, will accrue from August 2, 2006 and will
be payable quarterly in arrears, on February 2, May 2, August 2 and November 2,
beginning on November 2, 2006, except as otherwise described below.  The Note
Issuer has the right under the Indenture to defer payments of interest on the
Notes by extending the interest payment period from time to time on the Notes
for a period selected by the Note Issuer not exceeding 20 consecutive quarters
(each an "Extension Period"), during which Extension Period no interest shall
be due and payable on the Notes, provided that no Extension
Period may extend beyond the Stated Maturity.  As a consequence of such
deferral, Distributions also will be deferred on the Capital Securities for the
same period.  Despite such deferral, quarterly Distributions will continue to
accrue with interest thereon (to the extent permitted by applicable law) at the
Coupon Rate compounded quarterly during any such Extension Period.  Prior to
the termination of any such Extension Period, the Note Issuer may extend
further such Extension Period; provided that such Extension
Period together with all such previous and further extensions thereof may not
exceed 20 consecutive quarters or extend beyond the Stated Maturity.  Payments
of accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust or the Clearing Agency, as the case may be, on the
first record date after the end of the Extension Period.  Upon the termination
of any Extension Period and the payment of all amounts then due, the Note Issuer
may commence a new Extension Period, subject to the above requirements.  No
interest or corresponding distributions shall be due and payable during an
Extension Period, except at the end thereof, but the Note Issuer may repay at
any time all or any portion of the interest accrued during an Extension Period.


(c)        Distributions
on the Securities will be payable to the Holders thereof as they appear on the
books and records of the Trust on the relevant record dates.  While the Capital
Securities remain in Book‐Entry only form, the relevant record dates
shall be one Business Day prior to the relevant distribution payment dates,
which distribution payment dates correspond to the interest payment dates on
the Notes.  Payment of Distributions on the Securities held in Book-Entry only
form will be made to the Depositary in immediately available funds.  The
Depositary's practice is to credit Clearing Agency Participants' accounts on
the relevant payment date in accordance with their respective holdings shown on
the Depositary's records unless the Depositary has reason to believe that it
will not receive payments on such payment date.  Payments by (i) Clearing
Agency Participants and (ii) securities brokers and dealers, banks and trust
companies and other entities that clear transactions through or maintain a
direct or indirect custodial relationship with a Clearing Agency Participant
(an "Indirect Participant") to Capital Security Beneficial Owners will be
governed by standing instructions and customary practices and will be the
responsibility of such Clearing Agency Participants and Indirect Participants
and not of the Depositary, the Trust or the Corporation, subject to any
statutory or regulatory requirements as may be in effect from time to time. 
Payment of Distributions to the Depositary





                                                                                        
I-2






 is the responsibility of the Trust,
disbursement of such payments to Clearing Agency Participants is the
responsibility of the Depositary, and disbursement of such payments to the
Capital Security Beneficial Owners is the responsibility of the Clearing Agency
Participants and Indirect Participants.  The relevant record dates for the
Common Securities shall be the same record date as for the Capital Securities. 
If the Capital Securities shall no longer remain in Book‐Entry only form,
the regular record dates for the Capital Securities shall be the close of
business on the January 15, April 15, July 15 and October 15 prior to the
relevant payment dates, which payment dates correspond to the interest payment
dates on the Notes.  Distributions payable on any Securities that are not
punctually paid on any Distribution payment date, as a result of the Note
Issuer having failed to make a payment under the Notes, will cease to be
payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable
to the Person in whose name such Securities are registered on the special
record date or other specified date determined in accordance with the
Indenture.  If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution 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.


(d)        In
the event that there is any money or other property held by or for the Trust
that is not accounted for hereunder, such property shall be distributed Pro
Rata (as defined herein) among the Holders of the Securities.


            3.         Liquidation Distribution Upon
Dissolution.


In the event of any voluntary
or involuntary dissolution, winding-up or termination of the Trust, the Holders
on the date of the dissolution, winding-up or termination, as the case may be,
will be entitled to receive out of the assets of the Trust available for distribution
to Holders after satisfaction of liabilities of creditors an amount equal to
the aggregate of the stated liquidation amount of $25 per Security plus accrued
and unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding‐up or termination, Notes in an aggregate stated principal amount
equal to the aggregate stated liquidation amount of such Securities, with an
interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on, such
Securities, shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.


If, upon any such dissolution,
the Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the Securities
shall be paid on a Pro Rata basis.  Holders of the Common Securities will be
entitled to receive distributions upon any such dissolution Pro Rata with
Holders of the Capital Securities, except that if an Event of Default has
occurred and is continuing, the Capital Securities shall have a preference over
the Common Securities with respect to such distributions.



                                                                                            
I-3






 


            4.         Redemption and Distribution.


(a)        The
Securities are subject to redemption at the Stated Maturity, at any time on or
after August 2, 2011, and in certain circumstances, following the occurrence of
a Special Event as follows:


(i)         Upon payment of the Notes at a
payment price equal to the principal amount of the Notes, plus any accrued and
unpaid interest thereon at the Stated Maturity, including any deferred payments
of interest on the Notes, the proceeds from such payment shall be applied
simultaneously to redeem the Securities at the Maturity Redemption Price.


(ii)        In the event of a Special Event
Prepayment, the proceeds from such Special Event Prepayment shall be applied
simultaneously to redeem the Capital Securities at the Special Event Redemption
Price.


(iii)       The Securities also may be
redeemed in whole or in part on or after August 2, 2011, contemporaneously with
an optional prepayment of the Notes at a redemption price equal to the Optional
Redemption Price.  If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Capital Securities will be redeemed Pro
Rata and the Capital Securities to be redeemed will be as described in Section
4(d)(ii) below.


(b)        If
the Sponsor has given a notice of its election to terminate the Trust, the
Regular Trustees shall dissolve the Trust and, after satisfaction of creditors,
cause Notes held by the Property Trustee, having an aggregate principal amount
equal to the aggregate stated liquidation amount of the Securities, with an
interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on, and
having the same record date for payment as, the Securities, to be distributed
to the Holders of the Securities in liquidation of such Holders' interests in
the Securities within 90 days following receipt of the Sponsor's notice of
election.


(c)        On
and from the date fixed by the Regular Trustees for any distribution of Notes
and dissolution of the Trust:  (i) the Securities will no longer be deemed
to be outstanding, (ii) the Depositary or its nominee as the record Holder
of the Capital Securities, will receive a registered Global Security or
Securities representing the Notes to be delivered upon such distribution and
any certificates representing Securities, except for certificates representing
Capital Securities held by the Depositary or its nominee (or any successor
Clearing Agency or its nominee), will be deemed to represent beneficial
interests in the Notes having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an identical interest rate, and
accrued and unpaid interest equal to accrued and unpaid Distributions on such
Securities until such certificates are presented to the Note Issuer or its
agent for transfer or reissue.  The Trust may not redeem fewer than all the
outstanding Securities unless all accrued and unpaid Distributions have been
paid on all Securities for all quarterly Distribution periods terminating on or
before the date of redemption.  If the Notes are distributed to holders of the
Securities, pursuant to the terms of the Indenture, the Note Issuer will use
its best efforts to have



                                                                                    
I-4






 the Notes listed on the securities exchange, if any,
on which the Capital Securities were listed immediately prior to the
distribution of the Notes.


(d)        Redemption or Distribution Procedures shall be
as follows:


(i)         A
Redemption/Distribution Notice for the Securities to be redeemed or exchanged
will be given by the Trust by mail to each Holder not fewer than 15 nor more
than 60 days before the redemption date or exchange date which, in the case of
a redemption, will be the date fixed for redemption of the Notes.  For purposes
of the calculation of the redemption date or exchange date and the dates on
which notices are given pursuant to this Section 4(d)(i), a Redemption/
Distribution Notice shall be deemed to be given on the day such notice is first
mailed by first‐class mail, postage prepaid, to Holders of Securities. 
Each Redemption/Distribution Notice shall be addressed to the Holders of
Securities at the address of each such Holder appearing in the books and
records of the Trust.  No defect in the Redemption/Distribution Notice or in
the mailing of either with respect to any Holder shall affect the validity of
the redemption or exchange proceedings with respect to any other Holder.


(ii)        In
the event that fewer than all the outstanding Securities are to be redeemed,
the Securities to be redeemed shall be redeemed Pro Rata from each Holder of
Capital Securities, it being understood that, in respect of Capital Securities
registered in the name of and held of record by the Depositary or its nominee
(or any successor Clearing Agency or its nominee) or any nominee, the
distribution of the redemption proceeds will be made to each Clearing Agency
Participant (or Person on whose behalf such nominee holds such securities) in
accordance with the procedures applied by such agency or nominee.


(iii)       If
Securities are to be redeemed and the Trust gives a Redemption/Distribution
Notice, which notice may only be issued if the Notes are repaid as set out in
this Section 4 (which notice will be irrevocable), then (A) while the Capital
Securities are in Book-Entry only form, with respect to the Capital Securities,
by 12:00 noon, New York City time, on the redemption date, provided that the
Note Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related prepayment or maturity of the Notes, the Property
Trustee will deposit irrevocably with the Depositary or its nominee (or
successor Clearing Agency or its nominee) funds sufficient to pay the
applicable Redemption Price with respect to the Capital Securities and will
give the Depositary irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Capital Securities, and (B) with respect
to Capital Securities issued in definitive form and Common Securities, provided
that the Note Issuer has paid the Property Trustee a sufficient amount
of cash in connection with the related prepayment or maturity of the Notes, the
Property Trustee will pay the relevant Redemption Price to the Holders of such
Securities by check mailed to the address of the relevant Holder appearing on
the books and records of the Trust on the redemption date.  If a
Redemption/Distribution Notice shall have been given and funds deposited as
required, if applicable, then immediately prior to the close of business on the
date of such deposit, or on the redemption date, as applicable, Distributions
will cease to accrue on the Securities so called for redemption and all rights
of Holders of such Securities so called





                                                                               
I-5






 for redemption will cease, except the
right of the Holders of such Securities to receive the Redemption Price, but
without interest on such Redemption Price.  Neither the Regular Trustees nor
the Trust shall be required to register or cause to be registered the transfer
of any Securities that have been so called for redemption.  If any date fixed
for redemption of Securities is not a Business Day, then payment of the
Redemption Price 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 falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date fixed for redemption. 
If payment of the Redemption Price in respect of any Securities is improperly
withheld or refused and not paid either by the Property Trustee or by the
Sponsor as guarantor pursuant to the relevant Securities Guarantee,
Distributions on such Securities will continue to accrue from the original
redemption date to the actual date of payment, in which case the actual payment
date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.


(iv)       Redemption/Distribution
Notices shall be sent by the Regular Trustees on behalf of the Trust to (A) in
respect of the Capital Securities, the Depositary or its nominee (or any
successor Clearing Agency or its nominee) if the Global Securities have been
issued or, if Definitive Capital Security Certificates have been issued, to the
Holder thereof, and (B) in respect of the Common Securities to the Holder
thereof.


(v)        Subject
to the foregoing and applicable law (including, without limitation, United
States federal securities laws), provided the acquiror is not the Holder of the
Common Securities or the obligor under the Indenture, the Sponsor or any of its
subsidiaries may at any time and from time to time purchase outstanding Capital
Securities by tender, in the open market or by private agreement.


5.         Voting Rights - Capital
Securities.


(a)        Except
as provided under Sections 5(b) and 7 of this Designation of Terms and as
otherwise required by law and the Declaration, the Holders of the Capital
Securities will have no voting rights.


(b)        Subject
to the requirements set forth in this paragraph, the Holders of a Majority in
aggregate liquidation amount of the Capital Securities, voting separately as a
class may direct the time, method, and place of conducting any proceeding for
any remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under the Declaration, including the right
to direct the Property Trustee, as holder of the Notes, to (i) exercise
the remedies available under the Indenture by conducting any proceeding for any
remedy available to the Note Trustee, or exercising any trust or power
conferred on the Note Trustee with respect to the Notes, (ii) waive any past
Event of Default and its consequences that is waivable under Section 5.01 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Notes shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture as a holder of the
Notes provided, however, that, where a consent or action under
the Indenture would require the consent or act of the Holders of a Super
Majority affected thereby the Property Trustee may only give such





                                                                                              
I-6






 consent or
take such action at the written direction of the Holders of at least the
proportion in liquidation amount of the Capital Securities which the relevant
Super Majority represents of the aggregate principal amount of the Notes
outstanding.  The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Capital Securities. 
Other than with respect to directing the time, method and place of conducting
any remedy available to the Property Trustee or the Note Trustee as set forth
above, the Property Trustee shall not take any action in accordance with the
directions of the Holders of the Capital Securities under this paragraph unless
the Property Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action.  If a
Nonpayment occurs on the date such interest or principal is otherwise payable
(or in the case of redemption, on the redemption date), and such Nonpayment is continuing,
a Holder of Capital Securities may institute a Direct Action after the
respective due date specified in the Notes.  In connection with such Direct
Action, the rights of the Holders of the Common Securities will be subrogated
to the rights of such Holder of Capital Securities to the extent of any payment
made by the Note Issuer to such Holder of Capital Securities in such Direct
Action.  If the Property Trustee fails to enforce its rights under the
Declaration, any Holder of Capital Securities may, to the extent permitted by
applicable law, institute a legal proceeding directly against any Person to
enforce the Property Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Property Trustee or any other Person.


Except as provided in this
Section, the Holders of Capital Securities will not be able to exercise
directly any other remedy available to the holders of the Notes.


Any approval or direction of
Holders of Capital Securities may be given at a separate meeting of Holders of
Capital Securities convened for such purpose, at a meeting of all of the
Holders of Securities or pursuant to written consent.  The Regular Trustees
will cause a notice of any meeting at which Holders of Capital Securities are
entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of Capital
Securities.  Each such notice will include a statement setting forth (i) the
date of such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought, and (iii) instructions for the delivery of proxies or consents.


No vote or consent of the
Holders of the Capital Securities will be required for the Trust to redeem and
cancel Capital Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Securities.


Notwithstanding that Holders of
Capital Securities are entitled to vote or consent under any of the
circumstances described above, any of the Capital Securities that are owned by
the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if they
were not outstanding.





                                                                                      
I-7




 


            6.         Voting Rights - Common
Securities.


(a)        Except
as provided under Sections 6(b) and (c), 7(a) and (b) and 8 of this Designation
of Terms or as otherwise required by law and the Declaration, the Holders of
the Common Securities will have no voting rights.


(b)        The
Holders of the Common Securities are entitled, in accordance with Article 5 of
the Declaration, to vote to appoint, remove or replace any Trustee or to
increase or decrease the number of Trustees.


(c)        Subject
to Section 2.6 of the Declaration and only after the Event of Default with
respect to the Capital Securities has been cured, waived, or otherwise
eliminated and subject to the requirements of the second to last sentence of
this paragraph, the Holders of a Majority in liquidation amount of the Common
Securities, voting separately as a class, may direct the time, method, and
place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or power conferred upon the Property Trustee
under the Declaration, including (i) directing the time, method, place of
conducting any proceeding for any remedy available to the Note Trustee, or
exercising any trust or power conferred on the Note Trustee with respect to the
Notes, (ii) waive any past default and its consequences that is waivable under
Section 5.01 of the Indenture or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Notes shall be due and payable, provided
that, where a consent or action under the Indenture would require the
consent or act of the Holders of a Super Majority, the Property Trustee only
may give such consent or take such action at the written direction of the
Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Notes outstanding.  Pursuant to this Section 6(c), the
Property Trustee shall not revoke any action previously authorized or approved
by a vote of the Holders of the Capital Securities.  Other than with respect to
directing the time, method and place of conducting any remedy available to the
Property Trustee or the Note Trustee as set forth above, the Property Trustee
shall not take any action in accordance with the directions of the Holders of
the Common Securities under this paragraph unless the Property Trustee has
obtained an opinion of tax counsel to the effect that for purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action.  If the Property Trustee fails to
enforce its rights under the Declaration, any Holder of Common Securities may,
to the extent permitted by applicable law, institute a legal proceeding
directly against any Person to enforce the Property Trustee's rights under the
Declaration, without first instituting a legal proceeding against the Property
Trustee or any other Person.


Any approval or direction of Holders
of Common Securities may be given at a separate meeting of Holders of Common
Securities convened for such purpose, at a meeting of all of the Holders in the
Trust or pursuant to written consent.  The Regular Trustees will cause a notice
of any meeting at which Holders of Common Securities are entitled to vote, or
of any matter upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of record of Common Securities.  Each such
notice will include a statement setting forth (i) the date of such meeting or
the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of





                                                                                           
I-8






 such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.


No vote or consent of the
Holders of the Common Securities will be required for the Trust to redeem and
cancel Common Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Securities.


            7.         Amendments to Declaration and
Indenture.


(a)        In
addition to any requirements under Section 12.1 of the Declaration, if any
proposed amendment to the Declaration provides for, or the Regular Trustees
otherwise propose to effect, (i) any action that would adversely affect the
powers, preferences or special rights of the Securities, whether by way of
amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up
or termination of the Trust, other than as described in Section 8.1 of the
Declaration, then the Holders of outstanding Securities voting together as a
single class, will be entitled to vote on such amendment or proposal (but not
on any other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities, affected thereby, provided, however, if
any amendment or proposal referred to in clause (i) above would adversely
affect only the Capital Securities or only the Common Securities, then only the
affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of a
Majority in liquidation amount of such class of Securities.


(b)        In
the event the consent of the Property Trustee as the holder of the Notes is
required under the Indenture with respect to any amendment, modification or
termination of the Indenture or the Notes, the Property Trustee shall request
the written direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect to such
amendment, modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class; provided, however,
that where a consent under the Indenture would require the consent of the
holders of a Super Majority, the Property Trustee may only give such consent at
the direction of the Holders of at least the proportion in liquidation amount
of the Securities which the relevant Super Majority represents of the aggregate
principal amount of the Notes outstanding; provided further, that
the Property Trustee shall not take any action in accordance with the directions
of the Holders of the Securities under this Section 7(b) unless the Property
Trustee has obtained an opinion of tax counsel to the effect that for the
purposes of United States federal income tax the Trust will not be classified
as other than a grantor trust on account of such action.


            8.         Pro Rata.


A reference in these terms of
the Securities to any payment, distribution or treatment as being "Pro Rata"
shall mean pro rata to each Holder according to the aggregate liquidation
amount of the Securities held by the relevant Holder in relation to the
aggregate liquidation amount of all Securities outstanding unless, in relation
to a payment, an Event of Default has occurred and is continuing, in which case
any funds available to make such payment shall be paid first to each Holder of
the Capital Securities pro rata according to the aggregate liquidation amount
of Capital Securities held by the relevant Holder relative to the aggregate
liquidation



                                                                                                  
I-9






 amount of all Capital Securities outstanding, and, only after satisfaction
of all amounts owed to the Holders of the Capital Securities, to each Holder of
Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding.


            9.         Ranking.


The Capital Securities rank pari
passu and payment thereon shall be made pro rata with the Common
Securities except that, where an Event of Default occurs and is continuing, the
rights of Holders of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights to payment of the Holders of the Capital Securities.


            10.       Listing.


An application will be made to
list the Capital Securities on the New York Stock Exchange; unless otherwise
determined by the Regular Trustees, the Capital Securities shall not be listed
for quotation on any other stock exchange.


11.       Acceptance
of Securities Guarantee and Indenture.


Each Holder of Capital
Securities and Common Securities, by the acceptance thereof, agrees to the
provisions of the Capital Securities Guarantee and the Common Securities
Guarantee, respectively, including the subordination provisions therein and to
the provisions of the Indenture.


            12.       No Preemptive Rights.


The Holders of the Securities
shall have no preemptive rights to subscribe for any additional securities.


13.       Miscellaneous.


These terms constitute a part
of the Declaration.


The Sponsor will provide a copy
of the Declaration and the Capital Securities Guarantee or the Common
Securities Guarantee (as may be appropriate), and the Indenture to a Holder
without charge on written request to the Sponsor at its principal place of
business.




                                                                                    
I-10









Dated:  July
26, 2006


BANK OF AMERICA
CORPORATION

             as Sponsor


By: /s/ KAREN A.
GOSNELL

            Name:  Karen A.
Gosnell

            Title:     Senior Vice President


Accepted:


BAC Capital
Trust XII


/s/ JAMES T. HOUGHTON

            James T. Houghton

            Regular Trustee

           

/s/ KAREN A. GOSNELL

            Karen A. Gosnell

            Regular Trustee





                                                                                 
1-11






ANNEX
I-A


ADDITIONAL
SECURITIES


BAC
CAPITAL TRUST XII




            Pursuant to Section
7.1 of the Amended and Restated Declaration of Trust dated as of July 26, 2006,
BAC Capital Trust XII has approved and issued (i) 30,000,000 Capital Securities
with an aggregate liquidation amount of $750,000,000 and (ii) 1,000,000] Common
Securities with an aggregate liquidation amount of $25,000,000.


            Pursuant to the
exercise of an Option granted in the Underwriting Agreement, the Trust is, upon
execution of this Annex I-A, issuing Additional Securities in the amounts and
with the liquidation amounts as follows:




            (i)         4,500,000
Capital Securities with an aggregate liquidation amount of $112,500,000; and


            (ii)        100,000
Common Securities with an aggregate liquidation amount of $2,500,000.


            Following the date
of this Annex I-A, the terms "Capital Securities" and "Common Securities" as
used in the Declaration shall mean the aggregate of the Securities as
originally issued and any Additional Securities issued by the Trust through the
date hereof.




Date:  August __, 2006




BAC CAPITAL TRUST XII


By:                                                                  

            Regular Trustee






BANK OF AMERICA CORPORATION, as Sponsor


By:                                                                  


                                                             (Title)







                      
I-12









EXHIBIT A-1


FORM OF CAPITAL SECURITY CERTIFICATE


This Capital Security is a
Global Security within the meaning of the Declaration hereinafter referred to
and is registered in the name of The Depository Trust Company (the
"Depositary") or a nominee of the Depositary.  This Capital Security is
exchangeable for Capital Securities registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Declaration and no transfer of this Capital Security (other than a
transfer of this Capital Security as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or to
another nominee of the Depositary) may be registered except in limited
circumstances.


Unless this Capital Security is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the Trust or its agent for registration of
transfer, exchange or payment, and any Capital Security issued is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made
to Cede & Co., 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 INSTRUMENT 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.


Certificate
Number


            XII-R-__                                                                                       CUSIP
NO. 06533T 20 9




BAC
CAPITAL TRUST XII


67⁄8% Capital Securities

(liquidation
amount $25 per Capital Security)


BAC CAPITAL TRUST XII, a
statutory trust formed under the laws of the State of Delaware (the "Trust"),
hereby certifies that CEDE & CO. (the "Holder") is the registered owner of 30,000,000
Capital Securities of the Trust representing undivided preferred beneficial
interests in the assets of the Trust designated the 67⁄8%
Capital Securities (liquidation amount $25 per Capital Security) (the "Capital
Securities").  The Capital Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer.  The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and



                                                                                      
A1-1




 Restated
Declaration of Trust of the Trust dated as of July 26, 2006, as the same may be
amended from time to time (the "Declaration"), including the designation of the
terms of the Capital Securities as set forth in Annex I to the Declaration. 
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration.  The Holder is entitled to the benefits of the Capital
Securities Guarantee to the extent provided therein.  The Declaration permits
the Sponsor to dissolve the Trust at any time.  The Sponsor will provide a copy
of the Declaration, the Capital Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal
place of business.


Upon receipt of this
certificate, the Holder is bound by the Declaration and is entitled to the
benefits thereunder.


By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Notes as
indebtedness and the Capital Securities as evidence of indirect beneficial
ownership of the Notes.


IN WITNESS WHEREOF, the Trust
has executed this certificate as of August 2, 2006.


BAC CAPITAL TRUST XII


By:________________________________

            Name:  Karen A.
Gosnell

            Title: Regular
Trustee







 

               
A1-2











CERTIFICATE OF
AUTHENTICATION




This certificate represents the
Capital Securities referred to in the within-mentioned Declaration.


Dated:  August 2, 2006




THE BANK OF NEW
YORK

            as Property Trustee


By:________________________________

            Name:
_____________________________

            Title:
______________________________









      


 

            
A1-3











[FORM
OF REVERSE OF SECURITY]


Distributions payable on each
Capital Security will be fixed at a rate per annum of 67⁄8%
(the "Coupon Rate") of the stated liquidation amount of $25 per Capital
Security, such rate being the rate of interest payable on the Notes to be held
by the Property Trustee on behalf of the Trust.  Distributions in arrears for
more than one quarter will bear interest thereon (to the extent permitted by
applicable law) at the Coupon Rate, compounded quarterly.  A Distribution is
payable only to the extent that payments are made in respect of the Notes held
by the Property Trustee and to the extent the Property Trustee has funds
available therefor.  The amount of Distributions payable for any period will be
computed on the basis of a 360-day year of twelve 30‐day months.


Except as otherwise described
below, Distributions on the Capital Securities will be cumulative, will accrue
from the date of original issuance and will be payable quarterly in arrears on February
2, May 2, August 2 and November 2 of each year, beginning on November 2, 2006,
to the person in whose name the Capital Security is registered at the close of
business on the regular record date for such installment, which shall be the
close of business on the Business Day next preceding such payment date - [IF
PURSUANT TO THE TERMS OF THE DECLARATION, THE SECURITIES ARE NO LONGER REPRESENTED
BY A GLOBAL SECURITY - which shall be the close of business on January 15,
April 15, July 15 and October 15 prior to the relevant payment date.]  The Note
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Notes for a
period selected by the Note Issuer not exceeding 20 consecutive quarters (each
an "Extension Period"), provided that no Extension Period shall
last beyond the date of the maturity of the Notes.  As a consequence of such
deferral, Distributions will also be deferred hereunder for the same period. 
Despite such deferral, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Note Issuer may further extend such Extension
Period; provided that such Extension Period together with all
such previous and further extensions thereof may not exceed 20 consecutive
quarters or extend beyond the maturity date of the Notes.  Payments of accrued
Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period.  Upon the termination of any Extension Period and the payment of all
amounts then due, the Note Issuer may commence a new Extension Period, subject
to the above requirements.


THE CAPITAL SECURITIES SHALL BE
REDEEMABLE AS PROVIDED IN THE DECLARATION.





                                                                                              
A1-4














_____________________


ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Capital Security Certificate to:


                                                                                                                                                            


                                                                                                                                                            


                                                                                                                                                            


(Insert
assignee's social security or tax identification number)


                                                                                                                                                            


                                                                                                                                                            


                                                                                                                                                            


(Insert
address and zip code of assignee)


and irrevocably appoints


_________________________________________________________________


_________________________________________________________________


___________________________________________________________
agent to transfer this Capital Security Certificate on the books of the Trust. 
The agent may substitute another to act for him or her.


Date: _______________________


Signature: __________________

(Sign exactly as your name appears on the other side of
this Capital Security Certificate)


Signature Guarantee*                            ___________________________________





____________________________

*   Signature must be guaranteed by an
"eligible guarantor institution" that is a bank, stockbroker, savings and loan
association or credit union meeting the requirements of the Registrar, which
requirements include membership or participation in the Securities Transfer
Agents Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities and Exchange Act of 1934, as
amended. 

                                                                                                  
A1-5









EXHIBIT
A-2


FORM
OF COMMON SECURITY CERTIFICATE


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE ACT.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE TRUST.


THE COMMON SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE BENEFICIALLY OWNED BY A PERSON WHO MAY BE
AN "AFFILIATE" WITHIN THE MEANING OF RULE 144 UNDER THE ACT.  CONSEQUENTLY, THE
SECURITIES MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER IS IN COMPLIANCE WITH
SAID RULE OR UNLESS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL FOR THE TRUST THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT.


THIS INSTRUMENT 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.


Certificate Number


XII-R___




BAC
CAPITAL TRUST XII


67⁄8 % Common Securities

(liquidation
amount $25 per Common Security)


BAC CAPITAL TRUST XII, a
statutory trust formed under the laws of the State of Delaware (the "Trust"),
hereby certifies that BANK OF AMERICA CORPORATION (the "Holder") is the
registered owner of 1,000,000 common securities of the Trust representing
undivided common beneficial interests in the assets of the Trust designated the
67⁄8% Common Securities (liquidation
amount $25 per Common Security) (the "Common Securities").  The Common
Securities are transferable on the books and records of the Trust, in person or
by a duly





                                                                                          
A2-1






 authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject
to the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of July 26, 2006, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration.  Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration.  The Holder
is entitled to the benefits of the Common Securities Guarantee to the extent
provided therein.  The Declaration permits the Sponsor to dissolve the Trust at
any time.  The Sponsor will provide a copy of the Declaration, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Sponsor at its principal place of business.


Upon receipt of this
certificate, the Sponsor is bound by the Declaration and is entitled to the
benefits thereunder.


By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Notes as
indebtedness and the Common Securities as evidence of indirect beneficial
ownership in the Notes.


IN WITNESS WHEREOF, the Trust has executed this
certificate as of August 2, 2006.


BAC CAPITAL TRUST XII


By:________________________________

            Name:  Karen A.
Gosnell

            Title:  Regular
Trustee







 

                   
A2-2













CERTIFICATE OF
AUTHENTICATION




This certificate represents the
Common Securities referred to in the within-mentioned Declaration.


Dated:  August 2, 2006




THE BANK OF NEW
YORK

             as Property Trustee


By:________________________________

            Name:
_____________________________

            Title:
______________________________







 

 

 

            
A2-3













[FORM
OF REVERSE OF SECURITY]


Distributions payable on each
Common Security will be fixed at a rate per annum of 67⁄8%
(the "Coupon Rate") of the stated liquidation amount of $25 per Common
Security, such rate being the rate of interest payable on the Notes to be held
by the Property Trustee.  Distributions in arrears will continue to accumulate
at the same rate compounded quarterly.  A Distribution is payable only to the
extent that payments are made in respect of the Notes held by the Property
Trustee and to the extent the Property Trustee has funds available therefor. 
The amount of Distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30‐day months.


Except as otherwise described
below, Distributions on the Common Securities will be cumulative, will accrue
from the date of original issuance and will be payable quarterly in arrears on February
2, May 2, August 2 and November 2 of each year, beginning on November 2, 2006,
to Holders of record on the 15th day of the month immediately prior to such
payment dates, which payment dates shall correspond to the interest payment
dates on the Notes.  The Note Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period on the Notes from
time to time for a period selected by the Note Issuer not exceeding 20
consecutive quarters (each an "Extension Period"), provided that
no Extension Period shall last beyond the date of the maturity of the Notes. 
As a consequence of such deferral, Distributions also will be deferred
hereunder for the same period.  Despite such deferral, quarterly Distributions
will continue to accrue with interest thereon (to the extent permitted by
applicable law) at the Coupon Rate compounded quarterly during any such
Extension Period. Prior to the termination of any such Extension Period, the
Note Issuer may further extend such Extension Period; provided that
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarters or extend beyond the maturity
date of the Notes.  Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first
record date after the end of the Extension Period.  Upon the termination of any
Extension Period and the payment of all amounts then due, the Note Issuer may
commence a new Extension Period, subject to the above requirements.


THE COMMON SECURITIES SHALL BE REDEEMABLE AS PROVIDED IN
THE DECLARATION.









 

                                                                                                
A2-4









_____________________


ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Common Security Certificate to:


_________________________________________________________________________________

_________________________________________________________________________________

________________________________________________________________________


(Insert assignee's social
security or tax identification number)


_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_____________________________________________________________________


(Insert address and zip code of
assignee)


and irrevocably appoints
________________________________________
___________________________________________________________

____________________________________________________
agent to transfer this Common Security Certificate on the books of the Trust. 
The agent may substitute another to act for him or her.


Date: _______________________


Signature:                                                                                                                                


(Sign exactly as your name appears on the other side of
this Common Security Certificate)


Signature Guarantee*:    _________________________________









____________________________

*     Signature must be guaranteed by an
"eligible guarantor institution" that is a bank, stockbroker, savings and loan
association or credit union meeting the requirements of the Registrar, which
requirements include membership or participation in the Securities Transfer
Agents Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities and Exchange Act of 1934, as
amended. 



                                                                                           
A2-5