Second Supplemental Indenture


 

 

 

 

 

 

 

 

 

 

 

Bank of America Corporation

SECOND SUPPLEMENTAL INDENTURE

Dated as of May 7, 2001

Supplementing the Indenture, dated

as of January 1, 1995, between

Bank of America Corporation (successor to NationsBank Corporation)
and

U.S. Bank Trust National Association (successor to BankAmerica National
Trust Company), as Trustee, as supplemented by a

First Supplemental Indenture dated as of September 18, 1998 thereto



 

 


     THIS SECOND SUPPLEMENTAL INDENTURE,
dated as of May 7, 2001 (the "Second Supplemental Indenture"), is made
by and among Bank of America Corporation, a Delaware Corporation
(the "Company"), U.S. Bank Trust National Association, a national
banking association, successor to BankAmerica National Trust Company, as
Prior Trustee (the "Prior Trustee") and The Bank of New York, a
New York banking corporation (the "Successor Trustee") under the Indenture
referred to herein.


W I T N E S S E T H:


     WHEREAS, the Company and the Prior Trustee
heretofore executed and delivered an Indenture, dated as of January 1,
1995, as supplemented by a First Supplemental Indenture dated as of September
18, 1998 thereto (the "Indenture"); and

     WHEREAS, pursuant to the Indenture,
the Company issued and the Trustee authenticated and delivered one or more
series of the Company's Notes (the "Securities"); and

     WHEREAS, Section 10.01(f) of the Indenture
provides that the Company, the Prior Trustee and the Successor Trustee
may amend the Indenture without notice to or consent of the holders of
the Securities in order to supplement any provision contained in the Indenture;
and

     WHEREAS, Section 10.01(g) of the Indenture
provides that the Company, the Prior Trustee and the Successor Trustee
may amend the Indenture and the Securities without notice to or consent
of any holders of the Securities in order to evidence and provide for the
acceptance and appointment by a successor trustee with respect to the Securities
of one or more series and to add or change any provisions of this Indenture
as shall be necessary to provide for or facilitate the administrations
of the trusts hereunder by more than one trustee; and

     WHEREAS, the Company, the Prior Trustee
and the Successor Trustee have entered into an Agreement of Resignation,
Appointment and Acceptance dated the date hereof, pursuant to which (i)
the Prior Trustee resigns as trustee under the Indenture, (ii) the Company
accepts the Prior Trustee's resignation, (iii) the Company appoints the
Successor Trustee as trustee under the Indenture and (iv) the Successor
Trustee accepts the Company's appointment as trustee under the Indenture
with respect to the Securities; and

     WHEREAS, this Second Supplemental Indenture
has been duly authorized by all necessary corporate action on the part
of the Company.

     NOW, THEREFORE, the Company, the Prior
Trustee and the Successor Trustee agree as follows for the equal and ratable
benefit of the holders of the Securities:


ARTICLE I

ASSUMPTION OF DUTIES AS TRUSTEE UNDER THE INDENTURE


     SECTION 1.1    Assumption
of Duties by Successor Trustee. The Successor Trustee hereby expressly
assumes and accepts the rights, powers, duties and obligations of the Prior
Trustee as Trustee under the Indenture, upon the terms and conditions set
forth therein, with like effect as if originally named as Trustee under
the Indenture.

      SECTION 1.2    Offices
for Notices and Payments, etc. The last paragraph of Section 4.02 of
the Indenture is hereby deleted in its entirety, and inserted in lieu thereof
the following:

"The Company hereby initially designates the principal corporate trust
office of The Bank of New York as the office of the Company in the Borough
of Manhattan, the City of New York, where Registered Securities may be
presented for payment, for registration of transfer and for exchange as
in this Indenture provided and where notices and demands to or upon the
Company in respect of the Securities or of this Indenture may be served."

     SECTION 1.3     Supplemental
Provisions. Any other terms or provisions of the Indenture specifically
referencing the Prior Trustee shall hereafter reference the Successor Trustee.


ARTICLE II

MISCELLANEOUS


    SECTION 2.1      Indenture
Remains in Full Force and Effect. Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.

     SECTION 2.2     
Indenture and Supplemental Indentures Construed Together. This Second
Supplemental Indenture is an indenture supplemental to and in implementation
of the Indenture, and the Indenture and this Second Supplemental Indenture
shall henceforth be read and construed together.

     SECTION 2.3     
Confirmation and Preservation of Indenture. The Indenture as supplemented
by this Second Supplemental Indenture is in all respects confirmed and

preserved.

     SECTION 2.4     
Conflict with Trust Indenture Act. If any provision of this Second
Supplemental Indenture limits, qualifies or conflicts with any provision
of the Trust Indenture Act ("TIA") that is required under the TIA to be
part of and govern any provision of this Second Supplemental Indenture,
the provision of the TIA shall control. If any provision of this Second
Supplemental Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the provision of the TIA shall be deemed
to apply to the Indenture as so modified or to be excluded by this Second
Supplemental Indenture, as the case may be.

     SECTION 2.5     
Severability. In case any provision in this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 2.6     
Terms Defined in the Indenture. All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Indenture.

     SECTION 2.7     
Headings. The Article and Section headings of this Second Supplemental
Indenture have been inserted for convenience of reference only, are not
to be considered part of this Second Supplemental Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

     SECTION 2.8      
Benefits of Second Supplemental Indenture, etc. Nothing in this Second
Supplemental Indenture or the Securities, express or implied, shall give
to any Person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the holders of the Securities, any benefit
of any legal or equitable right, remedy or claim under the Indenture, this
Second Supplemental Indenture or the Securities.

     SECTION 2.9     
Certain Duties and Responsibilities of the Trustees. In entering into
this Second Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether
or not elsewhere herein so provided.

     SECTION 2.10     
Counterparts. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.

     SECTION 2.11      
Governing Law. This Second Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law
to the extent that the application of the laws of another jurisdiction
would be required thereby.


[Signature Page Follows]


     IN WITNESS WHEREOF, the parties have
caused this Second Supplemental Indenture to be duly executed as of the
date first written above.

                                         
                             
Bank of America Corporation

 

                                          
                            
By: /s/ JOHN E. MACK

                                         
                             
Name: John E. Mack

                                         
                             
Title: Senior Vice President

 

                                         
                              
U.S. Bank Trust National Association

                                         
                               
as Prior Trustee

 

                                          
                             
By: /s/ BARBARA NASTRO

                                         
                              
Name: Barbara Nastro

                                         
                              
Title: Vice President

 

                                         
                               
The Bank of New York

                                         
                                 
as Successor Trustee

 

                                          
                                 
By: /s/ SANDRA CARREKER

                                         
                                  
Name: Sandra Carreker

                                         
                                  
Title: Agent