BANK
OF AMERICA CORPORATION


FIXED-TO-FLOATING
RATE NON-CUMULATIVE PREFERRED STOCK, SERIES K




DEPOSIT
AGREEMENT


among


BANK
OF AMERICA CORPORATION,


COMPUTERSHARE
INC., 


and


COMPUTERSHARE
TRUST COMPANY, N.A., collectively as Depository, 


and


THE
HOLDERS FROM TIME TO TIME OF 


THE
DEPOSITARY RECEIPTS DESCRIBED HEREIN




Dated
as of January 24, 2008














Table of Contents




	
   

  	
   

  	
  Page

   

  
	
   

  	
  ARTICLE
  I

  	
   

  
	
   

  	
  DEFINED
  TERMS

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
   

  	
  ARTICLE
  II

  	
   

  
	
   

  	
  APPOINTMENT
  OF DEPOSITORY; BOOK-ENTRY SYSTEM; FORM OF RECEIPTS; DEPOSIT OF STOCK;
  EXECUTION AND DELIVERY; TRANSFER, SURRENDER
  AND REDEMPTION OF RECEIPTS

  	
   

  
	
  Section 2.1.

  	
  Appointment of Depository

  	
  2

  
	
  Section 2.2.

  	
  Book-Entry System; Form and Transfer of Receipts

  	
  2

  
	
  Section 2.3.

  	
  Deposit of Stock; Execution and Delivery of Receipts

  	
  4

  
	
  Section 2.4.

  	
  Registration of Transfer of Receipts

  	
  5

  
	
  Section 2.5.

  	
  Split-ups and Combinations of Receipts; Surrender of
  Receipts and  Withdrawal of Stock

  	
  5

  
	
  Section 2.6.

  	
  Limitations on Execution and Delivery, Transfer, Surrender
  and Exchange of Receipts

  	
  6

  
	
  Section 2.7.

  	
  Lost Receipts, etc

  	
  7

  
	
  Section 2.8.

  	
  Cancellation and Destruction of Surrendered Receipts

  	
  7

  
	
  Section 2.9.

  	
  Redemption of Stock

  	
  7

  
	
   

  	
  ARTICLE
  III

  	
   

  
	
   

  	
  CERTAIN
  OBLIGATIONS OF HOLDERS OF  RECEIPTS AND THE CORPORATION

  	
   

  
	
  Section 3.1.

  	
  Filing Proofs; Certificates and Other Information

  	
  8

  
	
  Section 3.2.

  	
  Payment of Taxes or Other Governmental Charges

  	
  9

  
	
  Section 3.3.

  	
  Warranty as to Stock

  	
  9

  
	
  Section 3.4.

  	
  Warranty as to Receipts

  	
  9

  
	
   

  	
  ARTICLE
  IV

  	
   

  
	
   

  	
  THE
  DEPOSITED SECURITIES; NOTICES

  	
   

  
	
  Section 4.1.

  	
  Cash Distributions

  	
  9

  
	
  Section 4.2.

  	
  Distributions Other than Cash, Rights, Preferences or
  Privileges

  	
  10

  
	
  Section 4.3.

  	
  Subscription Rights, Preferences or Privileges

  	
  10

  
	
  Section 4.4.

  	
  Notice of Dividends, etc.; Fixing Record Date for Holders
  of Receipts

  	
  11

  
	
  Section 4.5.

  	
  Voting Rights

  	
  12

  
	
  Section 4.6.

  	
  Changes Affecting Deposited Securities and
  Reclassifications, Recapitalizations, etc

  	
  12

  
	
  Section 4.7.

  	
  Delivery of Reports

  	
  13

  
	
  Section 4.8.

  	
  Lists of Receipt Holders

  	
  13

  
	
   

  	
  ARTICLE
  V

  	
   

  
	
   

  	
  THE
  DEPOSITORY, THE DEPOSITORY'S AGENTS, THE REGISTRAR AND THE CORPORATION

  	
   

  
	
  Section 5.1.

  	
  Maintenance of Offices, Agencies and Transfer Books by the
  Depository; Registrar; Depository's Agents

  	
  13

  
	
  Section 5.2.

  	
  Prevention of or Delay in Performance by the Depository,
  the Depository's Agents, the Registrar or the Corporation

  	
  14

  
	
  Section 5.3.

  	
  Obligations of the Depository, the Depository's Agents,
  the Registrar and the Corporation

  	
  14

  
	
  Section 5.4.

  	
  Resignation and Removal of the Depository; Appointment of
  Successor Depository

  	
  16

  
	
  Section 5.5.

  	
  Corporate Notices and Reports

  	
  17

  
	
  Section 5.6.

  	
  Indemnification by the Corporation

  	
  17

  
	
  Section 5.7.

  	
  Fees, Charges and Expenses

  	
  18

  
	
  Section 5.8.

  	
  Tax Compliance

  	
  18

  
	
   

  	
  ARTICLE VI

  	
   

  
	
   

  	
  AMENDMENT
  AND TERMINATION

  	
   

  
	
  Section 6.1.

  	
  Amendment

  	
  18

  
	
  Section 6.2.

  	
  Termination

  	
  19

  
	
   

  	
  ARTICLE
  VII

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
  Section 7.1.

  	
  Counterparts

  	
  19

  
	
  Section 7.2.

  	
  Exclusive Benefit of Parties

  	
  19

  
	
  Section 7.3.

  	
  Invalidity of Provisions

  	
  20

  
	
  Section 7.4.

  	
  Notices

  	
  20

  
	
  Section 7.5.

  	
  Appointment of Registrar, Dividend Disbursing Agent and
  Redemption Agent

  	
  21

  
	
  Section 7.6.

  	
  Holders of Receipts Are Parties

  	
  21

  
	
  Section 7.7.

  	
  Governing Law

  	
  21

  
	
  Section 7.8.

  	
  Headings

  	
  21

  
	

  	

  	

  
	

  	

  	

  
	
  Exhibit A

  	
  Form of Receipt

  	
  A-1

  

















THIS
DEPOSIT AGREEMENT dated as of January 24, 2008 (this "Agreement"), among
(i) BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"),
(ii) COMPUTERSHARE INC., a Delaware corporation ("Computershare"), and
COMPUTERSHARE TRUST COMPANY, N.A., a national banking association and the
wholly-owned subsidiary of Computershare (the "Trust Company" and collectively
with Computershare, the "Depository"), and (iii) the Holders from time to time
of the Receipts described in this Agreement.


RECITALS


WHEREAS,
the parties desire to provide, as set forth in this Agreement, for the deposit
of shares of the Corporation's perpetual Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series K, $0.01 par value, from time to time with the
Depository for the purposes set forth in this Agreement and for the issuance
hereunder of Receipts (as defined herein) evidencing Depositary Shares (as
defined herein) in respect of the Stock (as defined herein) so deposited; and


WHEREAS,
the Receipts are to be substantially in the form of Exhibit A annexed
hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Agreement;


NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:


ARTICLE I

DEFINED TERMS


Section 1.1.      Definitions.


The following
definitions shall for all purposes, unless otherwise indicated, apply to the
respective terms used in this Agreement:


"Certificate"
shall mean the Certificate of Designations filed with the Secretary of State of
the State of Delaware establishing the Stock as a series of preferred stock of
the Corporation.


"Corporation"
shall mean Bank of America Corporation, a Delaware corporation, and its
successors.


"Deposit
Agreement" shall mean this Agreement, as amended or supplemented from time to
time in accordance with the terms hereof.


"Depository"
shall have the meaning set forth in the Preamble of this Agreement.


"Depositary
Shares" shall mean the depositary shares, each representing one one-twenty-fifth
of a share of the Stock and evidenced by a Receipt.


"Depository's
Agent" shall mean an agent appointed by the Depository pursuant to Section 5.1.





 






 


"Depository's
Office" shall mean the principal office of the Depository in New York, New
York, at which at any particular time its depositary receipt business shall be
administered.


"Receipt"
shall mean one of the depositary receipts issued hereunder, substantially in
the form set forth as Exhibit A hereto, whether in definitive or
temporary form, and evidencing the number of Depositary Shares held of record
by the Record Holder of those Depositary Shares and shall include the DTC Receipt,
as defined in Section 2.2, where appropriate.


"Record
Holder" or "Holder" as applied to a Receipt shall mean the person in whose name
that Receipt is registered on the books of the Depository maintained for such
purpose.


"Registrar"
shall mean the Depository or such other successor bank or trust company which
shall be appointed by the Corporation to register ownership and transfers of
Receipts as herein provided, and, if a successor Registrar shall be so
appointed, references herein to "the books" of or maintained by the Depository
shall be deemed, as applicable, to refer as well to the register maintained by
such successor Registrar for such purpose.


"Securities
Act" shall mean the Securities Act of 1933, as amended.


"Stock" shall
mean the shares of the Corporation's Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series K, $0.01 par value, with a liquidation preference of
$25,000 per share, designated in the Certificate.


ARTICLE II

APPOINTMENT OF DEPOSITORY; BOOK-ENTRY SYSTEM; FORM OF RECEIPTS; DEPOSIT OF
STOCK; EXECUTION AND DELIVERY; TRANSFER, SURRENDER
AND REDEMPTION OF RECEIPTS


Section 2.1.      Appointment
of Depository


The
Corporation hereby appoints Computershare and Trust Company, collectively, as
depository for the Stock, and each of Computershare and Trust Company hereby
accepts such appointment as depository for the Stock, on the terms and
conditions set forth in this Agreement.  


Section 2.2.      Book-Entry
System; Form and Transfer of Receipts.  


The
Corporation and the Depository shall make application to The Depository Trust
Company ("DTC") for acceptance of all of the Receipts for its book-entry
settlement system. The Corporation hereby appoints the Depository acting
through any authorized officer thereof as its attorney-in-fact, with full power
to delegate, for purposes of executing any agreements, certifications or other
instruments or documents necessary or desirable in order to effect the
acceptance of such Receipts for DTC eligibility.  So long as the Receipts are
eligible for book-entry settlement with DTC, unless otherwise required by law,
all Depositary Shares with book-entry settlement through DTC shall be
represented by a single receipt (the "DTC Receipt"), which shall be deposited
with DTC (or its designee) evidencing all such Depositary Shares and registered
in the name of the nominee of DTC (initially expected to be Cede & Co.). 
The Depository or such other entity as is agreed to by DTC may hold the DTC
Receipt as custodian for DTC.  Ownership of beneficial interests in the DTC
Receipt shall be shown on, and the





                                                                                     
2






 transfer of such ownership shall be effected
through, records maintained by (i) DTC or its nominee for such DTC Receipt or
(ii) institutions that have accounts with DTC.  The DTC Receipt shall bear such
legend or legends as may be required by DTC in order for it to accept the
Depositary Shares for its book-entry settlement system.


If DTC
subsequently ceases to make its book-entry settlement system available for the
Receipts, the Corporation may instruct the Depository regarding making other
arrangements for book-entry settlement.  If the Receipts are not eligible for
book-entry form, the Depository shall provide written instructions to DTC to
deliver the DTC Receipt to the Depository for cancellation and the Corporation
shall instruct the Depository to deliver to the beneficial owners of the
Depositary Shares previously evidenced by the DTC Receipt definitive Receipts
in physical form evidencing such Depositary Shares.


Beneficial
owners of Depositary Shares through DTC will not be entitled to receive
Receipts in physical, certificated form or have Depositary Shares registered in
their name, except in the event DTC ceases to make its book-entry settlement
system available, as described in the preceding paragraph.  


Receipts shall
be in denominations of any number of whole Depositary Shares. The Corporation
shall deliver to the Depository from time to time such quantities of Receipts
as the Depository may request to enable the Depository to perform its
obligations under this Agreement.


The DTC
Receipt and definitive Receipts, if any, shall be substantially in the form set
forth in Exhibit A annexed to this Agreement and incorporated herein by
reference, with appropriate insertions, modifications and omissions, as
hereinafter provided and shall be engraved or otherwise prepared so as to
comply with applicable rules of any securities exchange on which the Depositary
Shares are then listed.  In the event DTC ceases to make its book-entry system
of settlement available and the Corporation and the Depository are unable to
make other arrangements for book-entry settlement, the Depository, pending
preparation of definitive Receipts and upon the written order of the
Corporation, delivered in compliance with Section 2.3, shall execute and
deliver temporary Receipts which may be printed, lithographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced
by their execution of such Receipts.  If temporary Receipts are issued, the
Corporation and the Depository will cause definitive Receipts to be prepared
without unreasonable delay.  After the preparation of definitive Receipts, the
temporary Receipts shall be exchangeable by the Holder for definitive Receipts
upon surrender of the temporary Receipts at an office described in the first
paragraph of Section 2.3, without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Receipts, the Depository shall
execute and deliver in exchange therefor definitive Receipts representing the
same number of Depositary Shares as represented by the surrendered temporary
Receipt or Receipts.  Such exchange shall be made at the Corporation's expense
and without any charge therefor to the Holder or the Depository.  Until so
exchanged, the temporary Receipts shall in all respects be entitled to the same
benefits under this Agreement as definitive Receipts.



                                                                                        
3






 


Receipts shall
be executed by the Depository by the manual signature of a duly authorized
officer of the Depository; provided, that such signature may be a facsimile if
a Registrar for the Receipts (other than the Depository) shall have been appointed
and such Receipts are countersigned by manual signature by a duly authorized
officer of the Registrar.  No Receipt shall be entitled to any benefits under
this Agreement or be valid or obligatory for any purpose unless it shall have
been executed manually by a duly authorized officer of the Depository or, if a
Registrar for the Receipts (other than the Depository) shall have been
appointed, by manual or facsimile signature of a duly authorized officer of the
Depository and countersigned by manual signature by a duly authorized officer
of such Registrar.  The Depository shall record on its books each Receipt so
signed and delivered as hereinafter provided.


Receipts may
be endorsed with, or have incorporated in the text thereof, such legends or
recitals or changes not inconsistent with the provisions of this Agreement all
as may be required by the Corporation or required to comply with any applicable
law or any regulation thereunder or with the rules and regulations of any
securities exchange upon which the Stock, the Depositary Shares or the Receipts
may be listed or to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular Receipts are
subject.


Title to
Depositary Shares evidenced by a Receipt which is properly endorsed, or
accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of any particular Receipt
shall be registered on the books of the Depository as provided in Section 2.4,
the Depository may, notwithstanding any notice to the contrary, treat the
Record Holder thereof at such time as the absolute owner thereof for the
purpose of determining the person entitled to distributions of dividends or
other distributions or to any notice provided for in this Agreement and for all
other purposes.


Section 2.3.      Deposit
of Stock; Execution and Delivery of Receipts.  


Subject to the
terms and conditions of this Agreement, the Corporation may from time to time
deposit shares of Stock under this Agreement by delivery to the Depository of a
certificate or certificates for such shares of Stock to be deposited, properly
endorsed or accompanied, if required by the Depository, by a duly executed
instrument of transfer or endorsement, in form satisfactory to the Depository,
together with (i) all such certifications as may be required by the Depository
in accordance with the provisions of this Agreement, including the resolutions
of the Board of Directors of the Corporation or a committee of the Board of
Directors, as certified by the Secretary or any Assistant Secretary of the
Corporation on the date thereof as being complete, accurate and in effect,
relating to issuance and sale of the Stock, (ii) a letter of counsel to the
Corporation authorizing reliance on such counsel's opinions delivered to the
underwriters named therein relating to (A) the existence and good standing of
the Corporation, (B) the due authorization of the Depositary Shares and the
status of the Depositary Shares as validly issued, fully paid and
non-assessable, and (C) the effectiveness of any registration statement under
the Securities Act relating to the Depositary Shares, and (iii) a written order
of the Corporation, directing the Depository to execute and deliver to, or upon
the written order of, the person or persons stated in such order a Receipt or
Receipts for the number of Depositary Shares





                                                                                    
4






 representing such deposited Stock.
Deposited Stock shall be held by the Depository at the Depository's Office or
at such other place or places as the Depository shall determine.  


Upon receipt
by the Depository of a certificate or certificates for Stock deposited in
accordance with the provisions of this Section 2.3, together with the other
documents required as above specified, and upon recordation of the Stock on the
books of the Corporation (or its duly appointed transfer agent) in the name of
the Depository or its nominee, the Depository, subject to the terms and
conditions of this Agreement, shall execute and deliver to, or upon the order
of, the person or persons named in the written order delivered to the
Depository referred to in the first paragraph of this Section 2.3, a Receipt or
Receipts evidencing in the aggregate the number of Depositary Shares
representing the Stock so deposited and registered in such name or names as may
be requested by such person or persons.  The Depository shall execute and
deliver such Receipt or Receipts at the Depository's Office or such other
offices, if any, as the Depository may designate.  Delivery at other offices
shall be at the risk and expense of the person requesting such delivery.


Section 2.4.      Registration
of Transfer of Receipts.  


Subject to the
terms and conditions of this Agreement, the Depository shall register on its
books from time to time transfers of Receipts upon any surrender thereof by the
Holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer, including a
guarantee of the signature thereon by a participant in a signature guarantee
medallion program approved by the Securities Transfer Association, Inc. (the
"Signature Guarantee").  Thereupon, the Depository shall execute a new Receipt
or Receipts evidencing the same aggregate number of Depositary Shares as those
evidenced by the Receipt or Receipts surrendered and deliver such new Receipt
or Receipts to or upon the order of the person entitled thereto.


Section 2.5.      Split-ups
and Combinations of Receipts; Surrender of Receipts and  Withdrawal of Stock.  


Upon surrender
of a Receipt or Receipts at the Depository's Office or at such other offices as
it may designate for the purpose of effecting a split-up or combination of such
Receipt or Receipts, and subject to the terms and conditions of this Agreement,
the Depository shall execute a new Receipt or Receipts in the authorized
denomination or denominations requested, evidencing the aggregate number of
Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall
deliver such new Receipt or Receipts to or upon the order of the Holder of the
Receipt or Receipts so surrendered.


In the event
DTC ceases to make its book-entry system of settlement available, and the
Corporation and the Depository are unable to make other arrangements for
book-entry settlement and definitive Receipts have been issued, as further
described in Section 2.2, any Holder of a Receipt or Receipts may withdraw the
number of whole shares of Stock and all money represented thereby by
surrendering such Receipt or Depositary Shares represented by the Receipts at
the Depository's Office or at such other offices as the Depository may
designate for such withdrawals.  Thereafter, without unreasonable delay, the
Depository shall deliver to such Holder, or to the person or persons designated
by such Holder as hereinafter provided, the





                                                                                      
5






 number of whole shares of Stock and
all money represented by the Receipt or Receipts, or Depositary Shares
represented by such Receipt or Receipts, so surrendered for withdrawal, but
Holders of such whole shares of Stock will not thereafter be entitled to
deposit such Stock hereunder or to receive a Receipt evidencing Depositary
Shares therefor.  If a Receipt delivered by the Holder to the Depository in
connection with such withdrawal shall evidence a number of Depositary Shares in
excess of the number of Depositary Shares representing the number of whole
shares of Stock to be withdrawn, the Depository shall at the same time, in addition
to such number of whole shares of Stock and such money to be so withdrawn,
deliver to such Holder, or subject to Section 2.4 upon his order, a new Receipt
evidencing such excess number of Depositary Shares; provided, however, that the
Depository shall not issue any Receipt evidencing a fractional Depositary
Share.


Delivery of
the Stock and money being withdrawn may be made by the delivery of such
certificates, documents of title and other instruments as the Depository may
deem appropriate, which, if required by the Depository, shall be properly
endorsed or accompanied by proper instruments of transfer including, but not
limited to, a Signature Guarantee.


If the Stock
and the money being withdrawn are to be delivered to a person or persons other
than the Record Holder of the related Receipt or Receipts being surrendered for
withdrawal of such Stock, such Holder shall execute and deliver to the
Depository a written order so directing the Depository, and the Depository may
require that the Receipt or Receipts surrendered by such Holder for withdrawal
of such shares of Stock be properly endorsed in blank or accompanied by a
properly executed instrument of transfer in blank.


Delivery of
the Stock and the money represented by Receipts surrendered for withdrawal
shall be made by the Depository at the Depository's Office, except that, at the
request, risk and expense of the Holder surrendering such Receipt or Receipts
and for the account of the Holder thereof, such delivery may be made at such
other place as may be designated by such Holder.


Section 2.6.      Limitations
on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.  


As a condition
precedent to the execution and delivery, registration of transfer, split-up,
combination, surrender or exchange of any Receipt, the Depository, any of the
Depository's Agents or the Corporation may require payment to it of a sum
sufficient for the payment (or, in the event that the Depository or the
Corporation shall have made such payment, the reimbursement to it) of any
charges or expenses payable by the Holder of a Receipt pursuant to Sections 3.2
and 5.7, may require the production of evidence satisfactory to it as to the
identity and genuineness of any signature, including a Signature Guarantee, and
may also require compliance with such regulations, if any, as the Depository or
the Corporation may establish consistent with the provisions of this Agreement
and applicable law.


The deposit of
the Stock may be refused, the delivery of Receipts against Stock may be suspended,
the registration of transfer of Receipts may be refused and the registration of
transfer, surrender or exchange of outstanding Receipts may be suspended (i)
during any period when the register of stockholders of the Corporation is
closed or (ii) if any such action is deemed necessary or advisable by the
Depository, any of the Depository's Agents or the Corporation at





                                                                                      
6






 any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Agreement.


Section 2.7.      Lost
Receipts, etc.  


In case any
Receipt shall be mutilated, destroyed, lost or stolen, the Depository in its
discretion may execute and deliver a Receipt of like form and tenor in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed, lost or stolen Receipt, upon
(i) the filing by the Holder thereof with the Depository of evidence
satisfactory to the Depository of such destruction or loss or theft of such
Receipt, of the authenticity thereof and of his or her ownership thereof; (ii)
the Holder thereof furnishing of the Depository with reasonable indemnification
satisfactory to the Depository and the provision of an open penalty surety bond
satisfactory to the Depository and holding it and the Corporation harmless; and
(iii) the payment of any reasonable expense (including reasonable fees, charges
and expenses of the Depository) in connection with such execution and delivery.


Section 2.8.      Cancellation
and Destruction of Surrendered Receipts.  


All Receipts
surrendered to the Depository or any Depository's Agent shall be cancelled by
the Depository.  Except as prohibited by applicable law or regulation, the
Depository is authorized and directed to destroy all Receipts so cancelled.


Section 2.9.      Redemption
of Stock.  


Whenever the
Corporation shall be permitted and shall elect to redeem shares of Stock in
accordance with the terms of the Certificate, it shall (unless otherwise agreed
to in writing with the Depository) give or cause to be given to the Depository,
not less than 30 days and not more than 60 days prior to the Redemption Date
(as defined below), notice of the date of such proposed redemption of Stock and
of the number of such shares held by the Depository to be so redeemed and the
applicable redemption price, which notice shall be accompanied by a certificate
from the Corporation stating that such redemption of Stock is in accordance
with the provisions of the Certificate.  On the Redemption Date, provided that
the Corporation shall then have paid or caused to be paid in full to the
Depository the redemption price of the Stock to be redeemed, plus an amount
equal to any declared and unpaid dividends thereon to the date fixed for redemption,
in accordance with the provisions of the Certificate, the Depository shall
redeem the number of Depositary Shares representing such Stock.  The Depository
shall mail notice of the Corporation's redemption of Stock and the proposed
simultaneous redemption of the number of Depositary Shares representing the
Stock to be redeemed by first-class mail, postage prepaid, not less than 30
days and not more than 60 days prior to the date fixed for redemption of such
Stock and Depositary Shares (the "Redemption Date"), to the Record Holders of
the Receipts evidencing the Depositary Shares to be so redeemed at their
respective last addresses as they appear on the records of the Depository; but
neither failure to mail any notice of redemption of Depositary Shares to one or
more Holders nor any defect in any notice of redemption of Depositary Shares to
one or more Holders shall affect the sufficiency of the proceedings for
redemption as to the other Holders.  Each notice shall be prepared by the
Corporation and shall state: (i) the Redemption Date; (ii) the number of
Depositary Shares to be redeemed and, if less than all the Depositary Shares
held by any Holder are to be redeemed, the number of Depositary





                                                                                   
7






 Shares held by
such Holder to be so redeemed; (iii) the redemption price; (iv) the place or
places where Receipts evidencing such Depositary Shares are to be surrendered
for payment of the redemption price; and (v) that dividends in respect of the
Stock represented by the Depositary Shares to be redeemed will cease to accrue
on such Redemption Date.  In case less than all the outstanding Depositary
Shares are to be redeemed, the Depositary Shares to be so redeemed shall be
selected either pro rata or by lot or in such other manner as the Board of
Directors of the Corporation or any duly authorized committee of, or appointed
by, the Board of Directors of the Corporation may determine to be fair and
equitable.


Notice having
been mailed by the Depository as aforesaid, from and after the Redemption Date
(unless the Corporation shall have failed to provide the funds necessary to
redeem the Stock evidenced by the Depositary Shares called for redemption) (i)
dividends on the shares of Stock so called for Redemption shall cease to accrue
from and after such date, (ii) the Depositary Shares being redeemed from such
proceeds shall be deemed no longer to be outstanding, (iii) all rights of the
Holders of Receipts evidencing such Depositary Shares (except the right to
receive the redemption price) shall, to the extent of such Depositary Shares,
cease and terminate, and (iv) upon surrender in accordance with such redemption
notice of the Receipts evidencing any such Depositary Shares called for
redemption (properly endorsed or assigned for transfer, if the Depository or
applicable law shall so require), such Depositary Shares shall be redeemed by
the Depository at a redemption price per Depositary Share equal to one one-twenty-fifth
of the redemption price per share of Stock so redeemed plus all money
represented by such Depositary Shares, including all amounts paid by the
Corporation in respect of dividends which on the Redemption Date have been
declared on the shares of Stock to be so redeemed and have not theretofore been
paid.


If fewer than
all of the Depositary Shares evidenced by a Receipt are called for redemption,
the Depository will deliver to the Holder of such Receipt upon its surrender to
the Depository, together with the redemption payment, a new Receipt evidencing
the Depositary Shares evidenced by such prior Receipt and not called for
redemption; provided, however, that the Depository shall not issue any Receipt
evidencing a fractional Depositary Share.


The Depository
shall, to the extent permitted by law, release or repay to the Corporation any
funds deposited by or for the account of the Corporation for the purpose of
redeeming any Depositary Shares that remain unclaimed at the end of three years
from the redemption date, without further action necessary on the part of the
Corporation.


ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF 

RECEIPTS AND THE CORPORATION


Section 3.1.      Filing
Proofs; Certificates and Other Information.  


Any Holder of
a Receipt may be required from time to time to file proof of residence, or
other matters or other information, to execute certificates and to make such
representations and warranties as the Depository or the Corporation may
reasonably deem necessary or proper.  The Depository or the Corporation may
withhold the delivery, or delay the registration of transfer or redemption, of
any Receipt or the withdrawal of the Stock represented by the Depositary Shares





                                                                                    
8






 and evidenced by a Receipt or the distribution of any dividend or other
distribution or the sale of any rights or of the proceeds thereof until such
proof or other information is filed or such certificates are executed or such
representations and warranties are made.


Section 3.2.      Payment
of Taxes or Other Governmental Charges.  


Holders of
Receipts shall be obligated to make payments to the Depository of certain
charges and expenses, as provided in Section 5.7.  Registration of transfer of
any Receipt or any withdrawal of Stock and all money represented by the
Depositary Shares evidenced by such Receipt may be refused until any such
payment due is made, and any dividends, interest payments or other
distributions may be withheld or any part of or all the Stock represented by
the Depositary Shares evidenced by such Receipt and not theretofore sold may be
sold for the account of the Holder thereof (after attempting by reasonable
means to notify such Holder prior to such sale), and such dividends, interest
payments or other distributions or the proceeds of any such sale may be applied
to any payment of such charges or expenses, the Holder of such Receipt
remaining liable for any deficiency.


Section 3.3.      Warranty
as to Stock.  


The
Corporation hereby represents and warrants that the Stock, when issued, will be
duly authorized, validly issued, fully paid and nonassessable.  Such
representation and warranty shall survive the deposit of the Stock and the
issuance of the related Receipts.


Section 3.4.      Warranty
as to Receipts.  


The
Corporation hereby represents and warrants that the Receipts, when issued, will
represent legal and valid interests in the Stock.  Such representation and
warranty shall survive the deposit of the Stock and the issuance of the
Receipts.


ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES


Section 4.1.      Cash
Distributions.  


Whenever Computershare,
as distribution agent, shall receive any cash dividend or other cash
distribution on the Stock, Computershare shall, subject to Sections 3.1 and
3.2, distribute to Record Holders of Receipts on the record date fixed pursuant
to Section 4.4 such amounts of such dividend or distribution as are, as nearly
as practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such Holders; provided, however, that in case
the Corporation or Computershare shall be required to withhold, and shall
withhold, from any cash dividend or other cash distribution in respect of the
Stock an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares shall be reduced accordingly.  In
the event that the calculation of any such cash dividend or other cash
distribution to be paid to any Record Holder on the aggregate number of
Depositary Shares held by such Record Holder results in an amount that is a
fraction of a cent and that fraction of a cent is equal to or greater than
$0.005, the amount Computershare shall distribute to such record holder shall
be rounded up to the next highest whole cent; otherwise, such fractional amount
shall be disregarded by the Depository; provided, however,





                                                                                    
9






 upon the
Depository's request, the Corporation shall pay the additional amount to the Depository
for distribution.


Each Holder of
a Receipt shall provide Computershare with its certified tax identification
number on a properly completed Form W-8 or W-9, as may be applicable.  Each
Holder of a Receipt acknowledges that, in the event of non-compliance with the
preceding sentence, the Internal Revenue Code of 1986, as amended, may require
withholding by Computershare of a portion of any of the distributions to be
made hereunder.


Section 4.2.      Distributions
Other than Cash, Rights, Preferences or Privileges.  


Whenever Computershare
shall receive any distribution other than cash, rights, preferences or
privileges upon the Stock, Computershare shall, subject to Sections 3.1 and
3.2, distribute to Record Holders of Receipts on the record date fixed pursuant
to Section 4.4 such amounts of the securities or property received by it as
are, as nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by such Receipts held by such Holders, in any
manner that Computershare may deem equitable and practicable for accomplishing
such distribution.  If in the opinion of Computershare such distribution cannot
be made proportionately among such Record Holders, or if for any other reason
(including any requirement that the Corporation or Computershare withhold an
amount on account of taxes or governmental charges) Computershare deems, after
consultation with the Corporation, such distribution not to be feasible, Computershare
may, with the approval of the Corporation, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, in a commercially reasonable manner.  The
net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be
distributed or made available for distribution, as the case may be, by Computershare
to Record Holders of Receipts as provided by Section 4.1 in the case of a
distribution received in cash.  The Corporation shall not make any distribution
of such securities or property to Computershare, and Computershare shall not
make any distribution of such securities or property to the Holders of
Receipts, unless the Corporation shall have provided an opinion of counsel
stating that such securities or property have been registered under the
Securities Act or do not need to be registered in connection with such
distributions.


Section 4.3.      Subscription
Rights, Preferences or Privileges.  


If the
Corporation shall at any time offer or cause to be offered to the persons in
whose names the Stock is recorded on the books of the Corporation any rights,
preferences or privileges to subscribe for or to purchase any securities or any
rights, preferences or privileges of any other nature, such rights, preferences
or privileges shall in each such instance be communicated to the Depository and
thereafter made available by the Depository to the Record Holders of Receipts
in such manner as the Depository may determine, either by the issue to such
Record Holders of warrants representing such rights, preferences or privileges
or by such other method as may be approved by the Depository in its discretion
with the approval of the Corporation; provided, however, that (i) if at the time
of issue or offer of any such rights, preferences or privileges the Depository
determines that it is not lawful or (after consultation with the Corporation)
not feasible to make such rights, preferences or privileges available to
Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to
the extent so instructed by Holders of Receipts





                                                                                          
10






 who do not desire to exercise
such rights, preferences or privileges, then Computershare, in its discretion
(with approval of the Corporation, in any case where the Depository has
determined that it is not feasible to make such rights, preferences or
privileges available), may, if applicable laws or the terms of such rights,
preferences or privileges permit such transfer, sell such rights, preferences or
privileges at public or private sale, at such place or places and upon such
terms as it may deem proper.  The net proceeds of any such sale shall, subject
to Sections 3.1 and 3.2, be distributed by Computershare to the Record Holders
of Receipts entitled thereto as provided by Section 4.1 in the case of a
distribution received in cash.


The
Corporation shall notify the Depository whether registration under the
Securities Act of the securities to which any rights, preferences or privileges
relate is required in order for Holders of Receipts to be offered or sold the
securities to which such rights, preferences or privileges relate, and the
Corporation agrees with the Depository that it will file promptly a
registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use its best efforts and
take all steps available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such Holders to exercise such rights, preferences or
privileges.  In no event shall the Depository make available to the Holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such registration statement shall have become
effective, or the Corporation shall have provided to the Depository an opinion
of counsel to the effect that the offering and sale of such securities to the
Holders are exempt from registration under the provisions of the Securities
Act.


The
Corporation shall notify the Depository whether any other action under the laws
of any jurisdiction or any governmental or administrative authorization,
consent or permit is required in order for such rights, preferences or
privileges to be made available to Holders of Receipts, and the Corporation
agrees with the Depository that the Corporation will use its reasonable best
efforts to take such action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such Holders to exercise such rights, preferences or
privileges.


Section 4.4.      Notice
of Dividends, etc.; Fixing Record Date for Holders of Receipts.  


Whenever any
cash dividend or other cash distribution shall become payable or any
distribution other than cash shall be made, or if rights, preferences or
privileges shall at any time be offered, with respect to the Stock, or whenever
the Depository shall receive notice of any meeting at which holders of the
Stock are entitled to vote or of which holders of the Stock are entitled to
notice, or whenever the Depository and the Corporation shall decide it is
appropriate, the Depository shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Corporation with respect
to or otherwise in accordance with the terms of the Stock) for the
determination of the Holders of Receipts who shall be entitled to receive such
dividend, distribution, rights, preferences or privileges or the net proceeds
of the sale thereof, or to give instructions for the exercise of voting rights
at any such meeting, or who shall be entitled to notice of such meeting or for
any other appropriate reasons.


Section 4.5.      Voting
Rights.  





                                       
11






 


Subject to the
provisions of the Certificate, upon receipt of notice of any meeting at which
the holders of the Stock are entitled to vote, the Depository shall, as soon as
practicable thereafter, mail to the Record Holders of Receipts, determined on
the record date as set forth in Section 4.4, a notice prepared by the
Corporation which shall contain (i) such information as is contained in such
notice of meeting and (ii) a statement that the Holders may, subject to any
applicable restrictions, instruct the Depository as to the exercise of the
voting rights pertaining to the amount of Stock represented by their respective
Depositary Shares (including an express indication that instructions may be
given to the Depository to give a discretionary proxy to a person designated by
the Corporation) and a brief statement as to the manner in which such
instructions may be given.  Upon the written request of the Holders of Receipts
on the relevant record date, the Depository shall endeavor insofar as practicable
to vote or cause to be voted, in accordance with the instructions set forth in
such requests, the maximum number of whole shares of Stock represented by the
Depositary Shares evidenced by all Receipts as to which any particular voting
instructions are received.  The Corporation hereby agrees to take all
reasonable action which may be deemed necessary by the Depository in order to
enable the Depository to vote such Stock or cause such Stock to be voted.  In
the absence of specific instructions from Holders of Receipts, the Depository
will vote the Stock represented by the Depositary Shares evidenced by the
Receipts of such Holders proportionately with votes cast pursuant to
instructions received from the other Holders.


Section 4.6.      Changes
Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.  


Upon any
change in par or stated value, split-up, combination or any other
reclassification of the Stock, subject to the provisions of the Certificate, or
upon any recapitalization, reorganization, merger or consolidation affecting
the Corporation or to which it is a party, the Depository may in its discretion
with the approval of, and shall upon the instructions of, the Corporation, and
(in either case) in such manner as the Depository may deem equitable, (i) make
such adjustments as are certified by the Corporation in the fraction of an
interest represented by one Depositary Share in one share of Stock and in the
ratio of the redemption price per Depositary Share to the redemption price per
share of Stock, in each case as may be necessary fully to reflect the effects
of such change in par or stated value, split-up, combination or other
reclassification of the Stock, or of such recapitalization, reorganization,
merger or consolidation and (ii) treat any securities which shall be received
by the Depository in exchange for or upon conversion of or in respect of the
Stock as new deposited securities so received in exchange for or upon
conversion or in respect of such Stock.  In any such case the Corporation may
in its discretion direct the Depository to execute and deliver additional
Receipts or may call for the surrender of all outstanding Receipts to be
exchanged for new Receipts specifically describing such new deposited
securities.  Anything to the contrary herein notwithstanding, Holders of
Receipts shall have the right from and after the effective date of any such
change in par or stated value, split-up, combination or other reclassification
of the Stock or any such recapitalization, reorganization, merger or
consolidation to surrender such Receipts to the Depository with instructions to
convert, exchange or surrender the Stock represented thereby only into or for,
as the case may be, the kind and amount of shares and other securities and property
and cash into which the Stock represented by such Receipts might have been
converted or for which such Stock might have been exchanged or surrendered
immediately prior to the effective date of such transaction.





                                                                                 
12






 


Section 4.7.      Delivery
of Reports.  


The Depository
shall furnish to Holders of Receipts any reports and communications received
from the Corporation which are received by the Depository, as the holder of the
Stock, and which the Corporation is required to furnish to the holders of the
Stock.


Section 4.8.      Lists
of Receipt Holders.  


Reasonably
promptly upon request from time to time by the Corporation, at the sole expense
of the Corporation, the Depository shall furnish to it a list, as of the most
recent practicable date, of the names, addresses and holdings of Depositary
Shares of all registered Holders of Receipts.


ARTICLE V

THE DEPOSITORY, THE DEPOSITORY'S

AGENTS, THE REGISTRAR AND THE CORPORATION


Section 5.1.      Maintenance
of Offices, Agencies and Transfer Books by the Depository; Registrar; Depository's
Agents.  


Upon execution
of this Agreement, the Depository shall maintain at the Depository's Office,
facilities for the execution and delivery, registration and registration of
transfer, surrender and exchange of Receipts, and at the offices of the
Depository's Agents, if any, facilities for the delivery, registration of
transfer, surrender and exchange of Receipts, all in accordance with the
provisions of this Agreement; provided that, to the extent provisions of this
Agreement regarding transfer or registration functions performed by the
Depository conflict with the terms of any transfer agency agreement between the
Corporation and the Depository, the terms of such transfer agency agreement
shall control.


The Depository
shall keep books at the Depository's Office for the registration and transfer
of Receipts.  Upon direction by the Corporation and with reasonable notice to
the Depository, the Depository shall open its books for inspection by the
Record Holders of Receipts as directed by the Corporation; provided that any
Holder shall be granted such right by the Corporation only after certifying
that such inspection shall be for a proper purpose reasonably related to such
person's interest as an owner of Depositary Shares evidenced by the Receipts.


The Depository
may close such books, at any time or from time to time, when deemed expedient
by it in connection with the performance of its duties hereunder.


The Depository
may, with the approval of the Corporation, appoint a Registrar for registration
of the Receipts or the Depositary Shares evidenced thereby.  If the Receipts or
the Depositary Shares evidenced thereby or the Stock represented by such
Depositary Shares shall be listed on one or more national securities exchanges,
the Depository will appoint a Registrar (acceptable to the Corporation) for
registration of the Receipts or Depositary Shares in accordance with any
requirements of such exchange.  Such Registrar (which may be the Depository if
so permitted by the requirements of any such exchange) may be removed and a
substitute registrar appointed by the Depository upon the request or with the
approval of the Corporation.  If the Receipts, Depositary Shares or Stock are
listed on one or more other





                                                                                          
13






 securities exchanges, the Depository will, at the
request of the Corporation, arrange such facilities for the delivery,
registration, registration of transfer, surrender and exchange of the Receipts,
Depositary Shares or Stock as may be required by law or applicable securities
exchange regulation.


The Depository
may from time to time appoint Depository's Agents to act in any respect for the
Depository for the purposes of this Agreement and may from time to time appoint
additional Depository's Agents and vary or terminate the appointment of such
Depository's Agents, provided that the Depository will notify the Corporation
of any such appointment or variation or termination of such appointment.


Section 5.2.      Prevention
of or Delay in Performance by the Depository, the Depository's Agents, the
Registrar or the Corporation.  


Neither the
Depository nor any Depository's Agent nor any Registrar nor the Corporation
shall incur any liability to any Holder of a Receipt if by reason of any
provision of any present or future law, or regulation thereunder, of the United
States of America or of any other governmental authority or, in the case of the
Depository, the Depository's Agent or the Registrar, by reason of any
provision, present or future, of the Corporation's Amended and Restated
Certificate of Incorporation (including the Certificate) or by reason of any
act of God or war or other circumstance beyond the control of the relevant
party, the Depository, the Depository's Agent, the Registrar or the Corporation
shall be prevented, delayed or forbidden from, or subjected to any penalty on
account of, doing or performing any act or thing which the terms of this
Agreement provide shall be done or performed.  Nor shall the Depository, any
Depository's Agent, any Registrar or the Corporation incur liability to any
Holder of a Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing which the terms of this
Agreement shall provide shall or may be done or performed, or (ii) by reason of
any exercise of, or failure to exercise, any discretion provided for in this
Agreement except, in case of any such exercise or failure to exercise
discretion not caused as aforesaid, if cause by the gross negligence or willful
misconduct of the party chares with such exercise or failure to exercise, or as
otherwise explicitly set forth in this Agreement.


Section 5.3.      Obligations
of the Depository, the Depository's Agents, the Registrar and the Corporation. 



Neither the
Depository nor any Depository's Agent nor any Registrar nor the Corporation
assumes any obligation or shall be subject to any liability under this
Agreement to Holders of Receipts other than for its gross negligence, willful
misconduct or bad faith.  


Neither the
Depository nor any Depository's Agent nor any Registrar nor the Corporation
shall be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of the Stock, the Depositary Shares or the
Receipts, which, in its opinion, may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be reasonably required.


Neither the
Depository nor any Depository's Agent nor any Registrar nor the Corporation
shall be liable for any action or any failure to act by it in reliance upon the
written advice of legal





                                                                                        
14






 counsel or accountants, or information from any person
presenting Stock for deposit, any Holder of a Receipt or any other person
believed by it in good faith to be competent to give such information.  The
Depository, any Depository's Agent, any Registrar and the Corporation may each
rely, and shall each be protected in acting upon or omitting to act upon any
written notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.


The Depository
shall indemnify the Corporation against any liability which may directly arise
out of acts performed or omitted by the Depository or any Depository's Agent
due to its or their gross negligence, willful misconduct or bad faith.


The Depository
shall not be responsible for any failure to carry out any instruction to vote
any of the shares of Stock or for the manner or effect of any such vote made,
as long as any such action or inaction is not taken in bad faith.  The
Depository undertakes, and any Registrar shall be required to undertake, to
perform such duties and only such duties as are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Depository or any Registrar.


The
Depository, its parent, affiliates or subsidiaries, the Depository's Agents and
the Registrar may own, buy, sell and deal in any class of securities of the
Corporation and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Corporation or its
affiliates may be interested or contract with or lend money to any such person
or otherwise act as fully or as freely as if it were not the Depository, the parent,
affiliate or subsidiary or the Depository's Agent or the Registrar hereunder. 
The Depository may also act as trustee, transfer agent or registrar of any of
the securities of the Corporation and its affiliates.


It is intended
that neither the Depository nor any Depository's Agent nor the Registrar,
acting as the Depository's Agent or Registrar, as the case may be, shall be
deemed to be an "issuer" of the securities under the federal securities laws or
applicable state securities laws, it being expressly understood and agreed that
the Depository, any Depository's Agent and the Registrar are acting only in a
ministerial capacity as Depository or Registrar for the Stock.


Neither the
Depository (or its officers, directors, employees or agents) nor any Depository's
Agent nor the Registrar makes any representation or has any responsibility as
to the validity of the registration statement pursuant to which the Depositary
Shares are registered under the Securities Act, the Stock, the Depositary
Shares or the Receipts (except for its counter-signatures thereon) or any
instruments referred to therein or herein, or as to the correctness of any
statement made therein or herein.


The Depository
assumes no responsibility for the correctness of the description that appears
in the Receipts. Notwithstanding any other provision herein or in the Receipts,
the Depository makes no warranties or representations as to the validity or
genuineness of any Stock at any time deposited with the Depository hereunder or
of the Depositary Shares, as to the validity or sufficiency of this Agreement,
as to the value of the Depositary Shares or as to any right, title or interest
of the record holders of Receipts in and to the Depositary Shares. The





                                                                                       
15






 Depository shall not be accountable for the use or application by the
Corporation of the Depositary Shares or the Receipts or the proceeds thereof.


Notwithstanding
anything to the contrary herein, no party to this Agreement shall be liable for
any incidental, indirect, special or consequential damages of any nature
whatsoever, including, but not limited to, loss of anticipated profits,
occasioned by breach of any provision of this Agreement even if apprised of the
possibility of such damages.


The Depository
shall not be under any liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the
Receipts, the Depositary Shares or the Stock nor shall it be obligated to
segregate such monies from other monies held by it, except as required by law. 
The Depository shall not be responsible for advancing funds on behalf of the
Corporation and shall have no duty or obligation to make any payments if it has
not timely received sufficient funds to make timely payments.


In the event
the Depository believes any ambiguity or uncertainty exists hereunder or in any
notice, instruction, direction, request or other communication, paper or
document received by the Depository hereunder, or in the administration of any
of the provisions of this Agreement, the Depository shall deem it necessary or
desirable that a matter be proved or established prior to taking, omitting or
suffering to take any action hereunder, the Depository may, in its sole
discretion upon written notice to the Corporation, refrain from taking any
action and shall be fully protected and shall not be liable in any way to the
Corporation, any Holders of Receipts or any other person or entity for
refraining from taking such action, unless the Depository receives written
instructions or a certificate signed by the Corporation which eliminates such
ambiguity or uncertainty to the satisfaction of the Depository or which proves
or establishes the applicable matter to the satisfaction of the Depository.


The Depository
undertakes not to issue any Receipt other than to evidence the Depositary
Shares that have been delivered to and are then on deposit with the
Depository.  The Depository also undertakes not to sell, except as provided
herein, pledge or lend Depositary Shares by it as Depository.


Section 5.4.      Resignation
and Removal of the Depository; Appointment of Successor Depository.  


The Depository
may at any time resign as Depository hereunder by delivering notice of its
election to do so to the Corporation, such resignation to take effect upon the
appointment of a successor Depository and its acceptance of such appointment as
hereinafter provided.


The Depository
may at any time be removed by the Corporation by notice of such removal
delivered to the Depository, such removal to take effect upon the appointment
of a successor Depository hereunder and its acceptance of such appointment as
hereinafter provided.


In case at any
time the Depository acting hereunder shall resign or be removed, the
Corporation shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depository,
which shall be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$50,000,000.  If no successor Depository shall have been so appointed and have
accepted





                                                                                            
16






 appointment within 60 days after delivery of such notice, the
resigning or removed Depository may petition any court of competent
jurisdiction for the appointment of a successor Depository.  Every successor
Depository shall execute and deliver to its predecessor and to the Corporation
an instrument in writing accepting its appointment hereunder, and thereupon
such successor Depository, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
and for all purposes shall be the Depository under this Agreement, and such
predecessor, upon payment of all sums due it and on the written request of the
Corporation, shall promptly execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and interest in the Stock and any
moneys held hereunder to such successor, and shall deliver to such successor a
list of the Record Holders of all outstanding Receipts and such records, books
and other information in its possession relating thereto.  Any successor
Depository shall promptly mail notice of its appointment to the Record Holders
of Receipts.


Any entity
into or with which the Depository may be merged, consolidated or converted
shall be the successor of the Depository without the execution or filing of any
document or any further act, and notice thereof shall not be required hereunder. 
Such successor Depository may authenticate the Receipts in the name of the
predecessor Depository or its own name as successor Depository.


Section 5.5.      Corporate
Notices and Reports.  


The
Corporation agrees that it will deliver to the Depository, and the Depository
will, promptly after receipt thereof, transmit to the Record Holders of
Receipts, in each case at the addresses recorded in the Depository's books,
copies of all notices and reports (including without limitation financial
statements) required by law, by the rules of any national securities exchange
upon which the Stock, the Depositary Shares or the Receipts are listed or by
the Corporation's Amended and Restated Certificate of Incorporation (including
the Certificate), to be furnished to the Record Holders of Receipts.  Such
transmission will be at the Corporation's expense and the Corporation will
provide the Depository with such number of copies of such documents as the
Depository may reasonably request.  In addition, the Depository will transmit
to the Record Holders of Receipts at the Corporation's expense, including
applicable fees, such other documents as may be requested by the Corporation.


Section 5.6.      Indemnification
by the Corporation.  


Subject to
Section 5.3, the Corporation shall indemnify the Depository, any Depository's
Agent and any Registrar (including each of their officers, directors, agents
and employees) against, and hold each of them harmless from, any loss, damage,
cost, penalty, liability or expense (including the reasonable costs and
expenses of defending itself) which may arise out of acts performed, suffered
or omitted to be taken in connection with this Agreement and the Receipts by
the Depository, any Registrar or any of their respective agents (including any
Depository's Agent) and any transactions or documents contemplated hereby,
except for any liability arising out of negligence, willful misconduct or bad
faith on the respective parts of any such person or persons.  The obligations
of the Corporation set forth in this Section 5.6 shall survive any succession
of any Depository, Registrar or Depository's Agent.





                                                                                     
17






 


Section 5.7.      Fees,
Charges and Expenses.  


The
Corporation agrees promptly to pay the Depository the compensation to be agreed
upon with the Corporation for all services rendered by the Depository hereunder
and to reimburse the Depository for its reasonable out-of-pocket expenses
(including reasonable counsel fees and expenses) incurred by the Depository
without negligence, willful misconduct or bad faith on its part (or on the part
of any agent or Depository's Agent) in connection with the services rendered by
it (or such agent or Depository's Agent) hereunder.  The Corporation shall pay
all charges of the Depository in connection with the initial deposit of the
Stock and the initial issuance of the Depositary Shares and any redemption or
exchange of the Stock at the option of the Corporation.  The Corporation shall
pay all transfer and other taxes and governmental charges arising solely from
the existence of the depository arrangements.  All other transfer and other
taxes and governmental charges shall be at the expense of Holders of Depositary
Shares evidenced by Receipts.  If, at the request of a Holder of Receipts, the
Depository incurs charges or expenses for which the Corporation is not
otherwise liable hereunder, such Holder will be liable for such charges and
expenses; provided, however, that the Depository may, at its sole option,
request that the Corporation direct a Holder of a Receipt to prepay the
Depository any charge or expense the Depository has been asked to incur at the
request of such Holder of Receipts.  The Depository shall present its statement
for charges and expenses to the Corporation at such intervals as the
Corporation and the Depository may agree.


Section 5.8.      Tax
Compliance.  


Computershare and, where applicable, the Trust Company, on
its own behalf and on behalf of the Corporation, will comply with all
applicable certification, information reporting and withholding (including "backup"
withholding) requirements imposed by applicable tax laws, regulations or
administrative practice with respect to (i) any payments made with respect to
the Depositary Shares or (ii) the issuance, delivery, holding, transfer,
redemption or exercise of rights under the Depositary Receipts or the
Depositary Shares.  Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.


The Depository
shall comply with any direction received from the Corporation with respect to
the application of such requirements to particular payments or holders or in
other particular circumstances, and may for purposes of this Agreement rely on
any such direction in accordance with the provisions of section 5.3 hereof.


The Depository
shall maintain all appropriate records documenting compliance with such
requirements, and shall make such records available on request to the
Corporation or to its authorized representatives.


ARTICLE VI

AMENDMENT AND TERMINATION


Section 6.1.      Amendment. 



The form of
the Receipts and any provisions of this Agreement may at any time and from time
to time be amended by agreement between the Corporation and the Depository in
any





                                                                                       
18






 respect which they may deem necessary or desirable; provided, however, that
the no such amendment (other than a change in fees) which shall materially and
adversely alter the rights of the Holders of Receipts shall be effective unless
such amendment shall have been approved by the holders of at least a majority
of the Depositary Shares then outstanding.  Every Holder of an outstanding
receipt at the time any such amendment becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by this Agreement.  


Notwithstanding
the foregoing, in no event shall the Corporation be required to execute any
amendment which may impair the right, subject to the provisions of Sections 2.6
and 2.7 and Article III, of any owner of Depositary Shares to surrender any
Receipt evidencing such Depositary Shares to the Depository with instructions
to deliver to the Holder the Stock and all money represented thereby, except in
order to comply with mandatory provisions of applicable law or the rules and
regulations of any governmental body, agency or commission, or applicable
securities exchange.


Section 6.2.      Termination. 



This Agreement
may be terminated by the Corporation or the Depository only if (i) all
outstanding Depositary Shares issued hereunder have been redeemed pursuant to
Section 2.9, or (ii) there shall have been made a final distribution in respect
of the Stock in connection with any liquidation, dissolution or winding up of
the Corporation and such distribution shall have been distributed to the
Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or
4.2, as applicable.


Upon the
termination of this Agreement, the Corporation shall be discharged from all
obligations under this Agreement except for its obligations to the Depository,
any Depository's Agent and any Registrar under Sections 5.6 and 5.7.


ARTICLE VII

MISCELLANEOUS


Section 7.1.      Counterparts. 



This Agreement
may be executed in any number of counterparts, and by each of the parties
hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed an original, but all such counterparts taken
together shall constitute one and the same instrument.


Section 7.2.      Exclusive
Benefit of Parties.  


This Agreement
is for the exclusive benefit of the parties hereto, and their respective
successors hereunder, and shall not be deemed to give any legal or equitable
right, remedy or claim to any other person whatsoever.


Section 7.3.      Invalidity
of Provisions.  





                                          
19






 


In case any
one or more of the provisions contained in this Agreement or in the Receipts
should be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein or therein shall in no way be affected, prejudiced or disturbed thereby.


Section 7.4.      Notices. 



Any and all
notices to be given to the Corporation hereunder or under the Receipts shall be
in writing and shall be deemed to have been duly given if personally delivered
or sent by mail, or by facsimile transmission or electronic mail, confirmed by
letter, addressed to the Corporation at


Bank of America Corporation

Bank of America Corporate Center

NC1-007-07-13

100 North Tryon Street

Charlotte, North Carolina 28255

Attn: Corporate Treasury -
Securities Administration

Facsimile: 980-386-0270

Email: 
securities.administration@bankofamerica.com




or at any other addresses of which the Corporation shall
have notified the Depository in writing.




Any and all
notices to be given to the Depository hereunder or under the Receipts shall be
in writing and shall be deemed to have been duly given if personally delivered
or sent by mail, or by facsimile transmission confirmed by letter, addressed to
the Depository at the Depository's Office at


Computershare Trust Company, N.A.

c/o Computershare Inc.

250 Royall Street

Canton, Massachusetts 02021

Attention:  General Counsel

Facsimile: 781-575-4210 




or at any other address of which the Depository shall have
notified the Corporation in writing.




The Depository
shall give any and all notices directed to be given by the Corporation to any
Record Holder of a Receipt in writing, which notices shall be deemed to have
been duly given if personally delivered or sent by mail or facsimile
transmission or confirmed by letter, addressed to such Record Holder at the
address of such Record Holder as it appears on the books of the Depository.


Delivery of a
notice sent by mail or by facsimile transmission shall be deemed to be effected
at the time when a duly addressed letter containing the same (or a confirmation
thereof in the case of a facsimile transmission) is deposited, postage prepaid,
in a post office letter box.  The Depository or the Corporation may, however,
act upon any facsimile transmission received





                                                                                       
20






 by it from the other,
notwithstanding that such facsimile transmission shall not subsequently be
confirmed by letter or as aforesaid.


Section 7.5.      Appointment
of Registrar, Dividend Disbursing Agent and Redemption Agent.  


Unless
otherwise set forth on a certificate duly executed by an authorized officer of
the Corporation, the Corporation hereby appoints the Trust Company as registrar
and Computershare as dividend disbursing agent and redemption agent in respect
of the Stock deposited with the Depository hereunder, and the Trust Company and
Computershare hereby accept their respective appointments.  With respect to the
appointments of the Trust Company as registrar and Computershare as dividend
disbursing agent and redemption agent in respect of the Stock, each of the
Corporation, the Trust Company and Computershare, in their respective
capacities under such appointments, shall be entitled to the same rights,
indemnities, immunities and benefits as the Corporation and Depository
hereunder, respectively, as if explicitly named in each such provision.


Section 7.6.      Holders
of Receipts Are Parties.


The Holders of
Receipts from time to time shall be parties to this Agreement and shall be
bound by all of the terms and conditions hereof and of the Receipts.  The
provisions of this Agreement are intended to benefit only the parties hereto
and their respective permitted successors and assigns, and no rights shall be
granted to any other person by virtue of this Agreement.  


Section 7.7.      Governing
Law.  


This Agreement
and the Receipts of each series and all rights hereunder and thereunder and
provisions hereof and thereof shall be governed by, and construed in accordance
with, the laws of the State of New York without giving effect to applicable
conflicts of law principles.


Section 7.8.      Headings. 



The headings
of articles and sections in this Agreement and in the form of the Receipt set
forth in Exhibit A hereto have been inserted for convenience only and
are not to be regarded as a part of this Agreement or the Receipts or to have
any bearing upon the meaning or interpretation of any provision contained
herein or in the Receipts.




[Signature
page follows.]





 

21









IN WITNESS
WHEREOF, the Corporation, Computershare and the Trust Company have duly
executed this Agreement as of the day and year first above set forth.




	
  BANK OF AMERICA CORPORATION

  
	

  	

  
	
  

	By:

  	
  

	/s/ B. KENNETH BURTON, JR.

  
	
  Name:

  	
  B. Kenneth Burton, Jr.

  
	
  Title:

  	
  Senior Vice President

  
	

  	

  
	

  	

  
	
  

	COMPUTERSHARE INC.

  
	

   	

  
	
  By:

  	
  /s/ DENNIS V. MOCCIA

  
	
  Name:

  	
  Dennis V. Moccia

  
	
  Title:

  	
  Managing Director

  
	

  	

  
	

  	

  
	
  

	COMPUTERSHARE TRUST COMPANY, N.A.

  
	

  

 	

  
	
  By:

  	
  /s/ DENNIS V. MOCCIA

  
	
  Name:

  	
  Dennis V. Moccia

  
	
  Title:

  	
  Managing Director

  











Deposit Agreement

Signature Page





 









EXHIBIT A




[FORM OF FACE OF
RECEIPT]




THE DEPOSITARY SHARES
REPRESENTED BY THIS CERTIFICATE ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.




UNLESS THIS RECEIPT IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO COMPUTERSHARE TRUST COMPANY, N.A. (THE
"DEPOSITORY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




	
  Number DR-

  	
  ____________ Shares

  
	

  	
  (CUSIP 060505 DR2)

  





DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES, 

EACH REPRESENTING ONE
ONE-TWENTY-FIFTH OF ONE SHARE OF

FIXED-TO-FLOATING
RATE NON-CUMULATIVE PREFERRED STOCK, SERIES K, OF

BANK OF AMERICA
CORPORATION

Incorporated under
the laws of the State of Delaware

(See reverse for
certain definitions.)




Computershare
Trust Company, N.A., a national banking association, as Depository (the
"Depository"), hereby certifies that CEDE & CO. is the registered owner of ________________
(_________) DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share
representing one one-twenty-fifth of a share of Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series K, liquidation preference $25,000 per share, par value
$0.01 per share (the "Stock"), of BANK OF AMERICA CORPORATION, a Delaware
corporation (the "Corporation"), on deposit with the Depository, subject to the
terms and entitled to the benefits of the Deposit Agreement dated as of January
24, 2008 (the "Deposit Agreement"), among the Corporation, Computershare Inc.,
the Depository and the Holders from time to time of the Depositary Receipts. 
By accepting this Depositary Receipt, the Holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement. 
This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been
executed by the Depository by the manual signature of a duly authorized officer
or, if executed in facsimile by the Depository, countersigned by a Registrar in
respect of the Depositary Receipts by the manual signature of a duly authorized
officer thereof.





 






 








	
  Dated:

  	
  Computershare Trust Company, N.A., 

	Depository

  
	

  	

  
	

  	
  

	By: __________________________________

  
	

  	
         Authorized Officer

  







	
  Countersigned and Registered:

	Computershare Trust Company, N.A.,

	Transfer Agent and Registrar

  
	

  

 
	
  By: __________________________________

  
	
         Authorized Signatory

  








 

 









[FORM OF REVERSE OF
RECEIPT]




BANK OF AMERICA
CORPORATION




UPON REQUEST,
BANK OF AMERICA CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A
DEPOSITARY RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY
OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF THE FIXED-TO-FLOATING RATE NON-CUMULATIVE
PREFERRED STOCK, SERIES K, OF BANK OF AMERICA CORPORATION.  ANY SUCH REQUEST IS
TO BE ADDRESSED TO THE DEPOSITORY NAMED ON THE FACE OF THIS RECEIPT.


The
Corporation will furnish without charge to each holder of a depositary receipt
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof of the Corporation, and the qualifications, limitations or
restrictions of such preferences or rights.  Such request may be made to the
Corporation or to the Registrar.


KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST,
STOLEN OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.




The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:




	
  TEN COM - as tenants in common

  	
  UNIF GIFT MIN ACT - ______Custodian______

  
	
  TEN ENT - as tenants by the entireties

  	
     (Cust)                  (Minor)

  
	
  JT TEN - as joint tenants with right of

  	
  Under Uniform Gifts to Minors

  
	
                  survivorship and not as tenants in 

  	
              Act ______________

  
	
                  Common

  	
                           (State)

  
	
  Additional
  abbreviations may also be used though not in the above list.

  





	
  For value received, _____________________________________
  hereby sell, assign and transfer unto

  
	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

            IDENTIFYING NUMBER OF ASSIGNEE

  





	

  

	

  






 





	

  
	
  (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  
	

  

	

	

  

	

  

	

  

	
  _________________________ Depositary Shares 
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint ______________________________ Attorney to transfer
  the Depositary Shares on the books of the within named
   Depository with full power of substitution in the premises.

  
	

  
	
  Dated ______________________________

  




















	
   

  	
  _________________________________________________________________

  
	
  NOTICE:

  	
  THE SIGNATURE TO THIS ASSIGNMENT
  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
	OF THE CERTIFICATE IN
  EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	

  
	
   

  	

  
	
   

  	

  
	
   

  	
  _________________________________________________________________________

  
	
  SIGNATURE(S) GUARANTEED:

  	
  THE SIGNATURE(S) SHOULD BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 14Ad-15.