CAPITAL SECURITIES GUARANTEE AGREEMENT



CAPITAL SECURITIES GUARANTEE AGREEMENT
BAC Capital Trust II

Dated as of January 31, 2002



 
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ARTICLE 1

DEFINITIONS AND INTERPRETATION


SECTION 1.1 Definitions and Interpretation                                                                            
1

ARTICLE 2

TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application                                                                        
5

SECTION 2.2 Lists of Holders of Securities                                                                              
5

SECTION 2.3 Reports by the Capital Securities Guarantee Trustee                                           
5

SECTION 2.4 Periodic Reports to Capital Securities Guarantee Trustee                                    
5

SECTION 2.5 Evidence of Compliance with Conditions Precedent                                           
5

SECTION 2.6 Events of Default; Waiver                                                                                  
6

SECTION 2.7 Event of Default; Notice                                                                                    
6

SECTION 2.8 Conflicting Interests                                                                                          
6

ARTICLE 3

POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Capital Securities Guarantee
Trustee                            
6

SECTION 3.2 Certain Rights of Capital Securities Guarantee Trustee                                         
8

SECTION 3.3 Not Responsible for Recitals or Issuance of Capital Securities
Guarantee           
10

ARTICLE 4

CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 4.1 Capital Securities Guarantee Trustee; Eligibility                                                   
10

SECTION 4.2 Appointment, Removal and Resignation of Capital Securities
Guarantee Trustee   11

ARTICLE 5

GUARANTEE

SECTION 5.1 Guarantee                                                                                                          
12

SECTION 5.2 Waiver of Notice and Demand                                                                           
12

SECTION 5.3 Obligations Not Affected                                                                                    
12

SECTION 5.4 Rights of Holders                                                                                                
13

SECTION 5.5 Guarantee of Payment                                                                                        
13

SECTION 5.6 Subrogation                                                                                                       
13

SECTION 5.7 Independent Obligations                                                                                     
14

ARTICLE 6

LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions                                                                                   
14

SECTION 6.2 Ranking                                                                                                              
14

ARTICLE 7

TERMINATION

SECTION 7.1 Termination                                                                                                         
15

ARTICLE 8

INDEMNIFICATION

SECTION 8.1 Exculpation                                                                                                         
15

SECTION 8.2 Indemnification                                                                                                    
15

ARTICLE 9

MISCELLANEOUS

SECTION 9.1 Successors and Assigns                                                                                        
16

SECTION 9.2 Amendments                                                                                                        
16

SECTION 9.3 Notices                                                                                                                
16

SECTION 9.4 Benefit                                                                                                                 
17

SECTION 9.5 Governing Law                                                                                                    
17

 

 

 

 

CROSS-REFERENCE TABLE*


                
Section of

               
Trust Indenture Act                                                                    
Section of

               
of 1939, as amended                                                                 
Declaration
 

310(a)                                                                                      
4.1(a)

310(c)                                                                                  
Inapplicable

311(c)                                                                                  
Inapplicable

312(a)                                                                                      
2.2(a)

312(b)                                                                                      
2.2(b)

313                                                                                           
2.3

314(a)                                                                                       
2.4

314(b)                                                                                   
Inapplicable

314(c)                                                                                       
2.5

314(d)                                                                                   
Inapplicable

314(f)                                                                                    
Inapplicable

315(a)                                                                                       
3.1(d)

315(c)                                                                                       
3.1(c)

315(d)                                                                                       
3.1(d)

_______________

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

 

 
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CAPITAL SECURITIES GUARANTEE AGREEMENT


             
This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"), dated as
of January 31, 2002, is executed and delivered by BANK OF AMERICA CORPORATION,
a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK,
a New York banking corporation, as trustee (the "Capital Securities Guarantee
Trustee"), for the benefit of the Holders (as defined herein) from time
to time of the Capital Securities (as defined herein) of BAC Capital Trust
II, a Delaware statutory business trust (the "Issuer").

            
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of January 24, 2002, among the trustees of the
Issuer named therein, the Guarantor, as sponsor, and the holders from time
to time of undivided beneficial interests in the assets of the Issuer,
the Issuer is issuing on the date hereof 36,000,000 Capital Securities
representing undivided preferred beneficial interests in the assets of
the Issuer, designated the BAC Capital Trust II 7% Capital Securities (the
"Capital Securities"), in the aggregate liquidation amount of $900,000,000;

            
WHEREAS, as incentive for the Holders to purchase the Capital Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the
extent set forth in this Capital Securities Guarantee, to pay to the Holders
of the Capital Securities the Guarantee Payments (as defined herein) and
to make certain other payments on the terms and conditions set forth herein;
and

              
WHEREAS, the Guarantor also is executing and delivering a guarantee agreement
(the "Common Securities Guarantee") for the benefit of the holders of the
Common Securities (as defined herein);

              
NOW, THEREFORE, in consideration of the purchase by each Holder of Capital
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Capital Securities
Guarantee for the benefit of the Holders.

                                                                        
ARTICLE I

                                             
DEFINITIONS AND INTERPRETATION

SECTION 1.1  Definitions and Interpretation.


In this Capital Securities Guarantee, unless the context otherwise
requires:
           (a) Capitalized
terms used in this Capital Securities Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

           (b) terms
defined in the Declaration as at the date of execution of this Capital
Securities Guarantee have the same meaning when used in this Capital Securities
Guarantee;

          (c) a term defined
anywhere in this Capital Securities Guarantee has the same meaning throughout;

          (d) all references
to "the Capital Securities Guarantee" or "this Capital Securities Guarantee"
are to this Capital Securities Guarantee as modified, supplemented or amended
from time to time;

          (e) all references
in this Capital Securities Guarantee to Articles and Sections are to Articles
and Sections of this Capital Securities Guarantee, unless otherwise specified;

         (f) a term defined
in the Trust Indenture Act has the same meaning when used in this Capital
Securities Guarantee, unless otherwise defined in this Capital Securities
Guarantee or unless the context otherwise requires; and

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

"Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

"Authorized Officer" means the Chief Executive Officer, President,
Chief Financial Officer, any Vice President, Treasurer, Assistant Treasurer,
Associate General Counsel or other person authorized to bind a person.

"Business Day" means any day other than a day on which federal
or state banking institutions in New York, New York or Charlotte, North
Carolina are authorized or obligated by law, executive order or regulation
to close.

"Capital Securities Guarantee Trustee" means The Bank
of New York, a New York banking corporation, until a Successor Capital
Securities Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Capital Securities Guarantee and thereafter
means each such Successor Capital Securities Guarantee Trustee.

"Capital Securities" means the total number of BAC Capital Trust
II 7% Capital Securities (liquidation amount $25 per Capital Security)
issued pursuant to the Declaration representing undivided preferred beneficial
interests in the assets of the Issuer.

"Common Securities" means the securities representing undivided
common beneficial interests in the assets of the Issuer.

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

"Covered Person" means any Holder or beneficial owner of Capital
Securities.

"Event of Default" means a default by the Guarantor on any of
its payments or other obligations under this Capital Securities Guarantee.

"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Capital Securities, to the extent
not paid or made by the Issuer: (i) any accrued and unpaid Distributions
that are required to be paid on such Capital Securities to the extent the
Issuer shall have funds available therefor, (ii) the applicable Redemption
Price to the extent the Issuer has funds available therefor, with respect
to any Capital Securities called for redemption by the Issuer, and (iii)
upon a voluntary or involuntary dissolution, winding-up or termination
of the Issuer (other than in connection with the distribution of Notes
to the Holders in exchange for Capital Securities as provided in the Declaration),
the lesser of (a) the aggregate of the liquidation amount and all accrued
and unpaid Distributions on the Capital Securities to the date of payment,
to the extent the Issuer shall have funds available therefor, and (b) the
amount of assets of the Issuer remaining available for distribution to
Holders in liquidation of the Issuer (in either case, the "Liquidation
Distribution"). If an Event of Default under, and as defined in, the Indenture
has occurred and is continuing, the rights of holders of the Common Securities
to receive payments under the Common Securities Guarantee are subordinated
to the rights of Holders of Capital Securities to receive Guarantee Payments
under the Capital Securities Guarantee.

"Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Capital Securities; provided, however,
that in determining whether the holders of the requisite percentage of
Capital Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor or any Affiliate of the Guarantor.

"Indemnified Person" means the Capital Securities Guarantee Trustee,
any Affiliate of the Capital Securities Guarantee Trustee, or any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Capital Securities Guarantee Trustee.

"Indenture" means the Restated Indenture dated as of November
1, 2001 between the Guarantor (the "Note Issuer") and The Bank of New York,
as trustee, together with any Board Resolution (as defined in the Indenture)
or any indenture supplemental thereto, pursuant to which certain subordinated
debt securities of the Note Issuer are to be issued to the Property Trustee
(as defined in the Declaration) of the Issuer.

"Majority in liquidation amount of the Securities" means, except
as provided by the Trust Indenture Act, a vote by Holder(s) of Capital
Securities, voting separately as a class, of more than 50% of the liquidation
amount (including the stated amount that would be paid on redemption, liquidation,
dissolution or otherwise, plus accrued and unpaid Distributions to the
date upon which the voting percentages are determined) of all Capital Securities.

"Notes" means the series of junior subordinated debt securities
of the Guarantor designated the 7% Junior Subordinated Notes, due 2032
held by the Property Trustee of the Issuer on behalf of the Trust.

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

             
(a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definition relating thereto;

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

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

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

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

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

"Successor Capital Securities Guarantee Trustee" means a successor
Capital Securities Guarantee Trustee possessing the qualifications to act
as Capital Securities Guarantee Trustee under Section 4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

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

                                                      
ARTICLE 2

                                       
TRUST INDENTURE ACT

SECTION 2.1  Trust Indenture Act; Application.


 

              
(a) This Capital Securities Guarantee is subject to the provisions of the
Trust Indenture Act that are required to be part of this Capital Securities
Guarantee and shall, to the extent applicable, be governed by such provisions;
and
             
(b) If and to the extent that any provision of this Capital Securities
Guarantee limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

 
SECTION 2.2  Lists of Holders of Securities.


 

           
(a) The Guarantor shall provide the Capital Securities Guarantee Trustee
with a list, in such form as the Capital Securities Guarantee Trustee may
reasonably require, of the names and addresses of the Holders of the Capital
Securities ("List of Holders") as of such date, (i) within 10 days after
each record date, and (ii) at any other time within 30 days of receipt
by the Guarantor of a written request for a List of Holders as of a date
no more than 10 days before such List of Holders is given to the Capital
Securities Guarantee Trustee; provided, that the Guarantor shall
not be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Capital Securities Guarantee Trustee by the Guarantor. The Capital Securities
Guarantee Trustee may destroy any List of Holders previously given to it
on receipt of a new List of Holders.
            (b)
The Capital Securities Guarantee Trustee shall comply with its obligations
under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture
Act.

 
SECTION 2.3  Reports by the Capital Securities Guarantee Trustee.


 

           
Within 60 days after March 31 of each year, the Capital Securities Guarantee
Trustee shall provide to the Holders of the Capital Securities such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the
form and in the manner provided by Section 313 of the Trust Indenture Act.
The Capital Securities Guarantee Trustee also shall comply with the requirements
of Section 313(d) of the Trust Indenture Act.

 
SECTION 2.4  Periodic Reports to Capital Securities Guarantee Trustee.

 

        The Guarantor shall provide
to the Capital Securities Guarantee Trustee such documents, reports and
information, if any, as required by Section 314 and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the
manner and at the times required by Section 314 of the Trust Indenture
Act.

 
SECTION 2.5  Evidence of Compliance with Conditions Precedent.

 

          The Guarantor
shall provide to the Capital Securities Guarantee Trustee such evidence
of compliance with any conditions precedent, if any, provided for in this
Capital Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officers' Certificate.

 
SECTION 2.6  Events of Default; Waiver.

 

       The Holders of a Majority in liquidation
amount of the Securities may, by vote, on behalf of the Holders of all
of the Capital Securities, waive any past Event of Default and its consequences.
Upon such waiver, any such Event of Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Capital Securities Guarantee, but no such waiver
shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

 
SECTION 2.7  Event of Default; Notice.

 

            
(a) The Capital Securities Guarantee Trustee shall, within 90 days after
the occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Capital Securities, notices of all Events
of Default actually known to a Responsible Officer of the Capital Securities
Guarantee Trustee, unless such defaults have been cured before the giving
of such notice, provided, that, the Capital Securities Guarantee Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Capital Securities Guarantee Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders.
            
(b) The Capital Securities Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless the Capital Securities Guarantee
Trustee shall have received written notice thereof, or unless a Responsible
Officer of the Capital Securities Guarantee Trustee charged with the administration
of the Declaration shall have obtained actual knowledge thereof.

 
SECTION 2.8  Conflicting Interests.

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

                                                                     
ARTICLE 3

                                            
POWERS, DUTIES AND RIGHTS OF

                                  
CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1  Powers and Duties of the Capital Securities Guarantee
Trustee.


 

             
(a) This Capital Securities Guarantee shall be held by the Capital Securities
Guarantee Trustee for the benefit of the Holders, and the Capital Securities
Guarantee Trustee shall not transfer this Capital Securities Guarantee
to any Person except a Holder of Capital Securities exercising his or her
rights pursuant to Section 5.4(b) or to a Successor Capital Securities
Guarantee Trustee on acceptance by such Successor Capital Securities Guarantee
Trustee of its appointment to act as Successor Capital Securities Guarantee
Trustee. The right, title and interest of the Capital Securities Guarantee
Trustee shall automatically vest in any Successor Capital Securities Guarantee
Trustee, and such vesting and cessation of title shall be effective whether
or not conveyancing documents have been executed and delivered pursuant
to the appointment of such Successor Capital Securities Guarantee Trustee.
            
(b) If an Event of Default actually known to a Responsible Officer of the
Capital Securities Guarantee Trustee has occurred and is continuing, the
Capital Securities Guarantee Trustee shall enforce this Capital Securities
Guarantee for the benefit of the Holders.

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

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

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

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

                                 
(B) in the absence of bad faith on the part of the Capital Securities Guarantee
Trustee, the Capital Securities Guarantee Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Capital Securities
Guarantee Trustee and conforming to the requirements of this Capital Securities
Guarantee; but in the case of any such certificates or opinions that by
any provision hereof are specifically required to be furnished to the Capital
Securities Guarantee Trustee, the Capital Securities Guarantee Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Capital Securities Guarantee;

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

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

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

SECTION 3.2  Certain Rights of Capital Securities Guarantee
Trustee.

            (a)
Subject to the provisions of Section 3.1:

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

                      
(ii) Any direction or act of the Guarantor contemplated by this Capital
Securities Guarantee shall be sufficiently evidenced by an Officers' Certificate.

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

                      
(iv) The Capital Securities Guarantee Trustee shall have no duty to see
to any recording, filing or registration of any instrument (or any rerecording,
refiling or registration thereof).

                        
(v) The Capital Securities Guarantee Trustee may consult with counsel of
its selection, and the advice or opinion of such counsel with respect to
legal matters shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with such advice or opinion. Such counsel may be
counsel to the Guarantor or any of its Affiliates and may include any of
its employees. The Capital Securities Guarantee Trustee shall have the
right at any time to seek instructions concerning the administration of
this Capital Securities Guarantee from any court of competent jurisdiction.

                        
(vi) The Capital Securities Guarantee Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Capital Securities
Guarantee at the request or direction of any Holder, unless such Holder
shall have provided to the Capital Securities Guarantee Trustee such security
and indemnity, reasonably satisfactory to the Capital Securities Guarantee
Trustee, against the costs, expenses (including attorneys' fees and expenses
and the expenses of the Capital Securities Guarantee Trustee's agents,
nominees or custodians) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable advances
as may be requested by the Capital Securities Guarantee Trustee; provided
that, nothing contained in this Section 3.2(a)(vi) shall be taken to relieve
the Capital Securities Guarantee Trustee, upon the occurrence of an Event
of Default, of its obligation to exercise the rights and powers vested
in it by this Capital Securities Guarantee.

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

                      
(viii) The Capital Securities Guarantee Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, nominees, custodians or attorneys, and the Capital
Securities Guarantee Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care
by it hereunder.

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

                     
(x) Whenever in the administration of this Capital Securities Guarantee
the Capital Securities Guarantee Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking any
other action hereunder, the Capital Securities Guarantee Trustee (i) may
request instructions from the Holders of a Majority in liquidation amount
of the Securities, (ii) may refrain from enforcing such remedy or right
or taking such other action until such instructions are received, and (iii)
shall be protected in conclusively relying on or acting in accordance with
such instructions.

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

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

 
SECTION 3.3  Not Responsible for Recitals or Issuance of Capital
Securities Guarantee.

          The recitals
contained in this Capital Securities Guarantee shall be taken as the statements
of the Guarantor, and the Capital Securities Guarantee Trustee does not
assume any responsibility for their correctness. The Capital Securities
Guarantee Trustee makes no representation as to the validity or sufficiency
of this Capital Securities Guarantee.

 

                                                                   
ARTICLE 4

                                 
CAPITAL SECURITIES GUARANTEE TRUSTEE

 

SECTION 4.1  Capital Securities Guarantee Trustee; Eligibility.


 

           
(a) There shall at all times be a Capital Securities Guarantee Trustee
which shall:
                        
(i) not be an Affiliate of the Guarantor; and

                        
(ii) be a corporation organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District
of Columbia, or a corporation or Person permitted by the Securities and
Exchange Commission to act as a trustee under the Trust Indenture Act,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, and subject to supervision
or examination by Federal, State, Territorial or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the supervising or examining authority
referred to above, then, for the purposes of this Section 4.1(a)(ii), the
combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report
of condition so published.

              
(b) If at any time the Capital Securities Guarantee Trustee shall cease
to be eligible to so act under Section 4.1(a), the Capital Securities Guarantee
Trustee shall immediately resign in the manner and with the effect set
out in Section 4.2(c).

               
(c) If the Capital Securities Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Capital Securities Guarantee Trustee and Guarantor shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

SECTION 4.2  Appointment, Removal and Resignation of Capital
Securities Guarantee Trustee.



                  
(a) Subject to Section 4.2(b), the Capital Securities Guarantee Trustee
may be appointed or removed without cause at any time by the Guarantor
except during an Event of Default.

                   
(b) The Capital Securities Guarantee Trustee shall not be removed in accordance
with Section 4.2(a) until a Successor Capital Securities Guarantee Trustee
has been appointed and has accepted such appointment by written instrument
executed by such Successor Capital Securities Guarantee Trustee and delivered
to the Guarantor.

                    
(c) The Capital Securities Guarantee Trustee may resign from office (without
need for prior or subsequent accounting) by an instrument in writing executed
by the Capital Securities Guarantee Trustee and delivered to the Guarantor,
which resignation shall not take effect until a Successor Capital Securities
Guarantee Trustee has been appointed and has accepted such appointment
by instrument in writing executed by such Successor Capital Securities
Guarantee Trustee and delivered to the Guarantor and the resigning Capital
Securities Guarantee Trustee.

                  
(d) If no Successor Capital Securities Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 within
60 days after delivery of an instrument of removal or resignation, the
Capital Securities Guarantee Trustee resigning or being removed may petition
any court of competent jurisdiction for appointment of a Successor Capital
Securities Guarantee Trustee. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, appoint a Successor Capital
Securities Guarantee Trustee.

                  
(e) No Capital Securities Guarantee Trustee shall be liable for the acts
or omissions to act of any Successor Capital Securities Guarantee Trustee.

                   
(f) Upon termination of this Capital Securities Guarantee or removal or
resignation of the Capital Securities Guarantee Trustee pursuant to this
Section 4.2, the Guarantor shall pay to the Capital Securities Guarantee
Trustee all amounts accrued to the date of such termination, removal or
resignation.

 

                                                                    
ARTICLE 5

                                                                 
GUARANTEE

SECTION 5.1  Guarantee.


 

              
The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right
of set-off or counterclaim that the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment
of the required amounts by the Guarantor to the Holders or by causing the
Issuer to pay such amounts to the Holders.

 
SECTION 5.2  Waiver of Notice and Demand.

 

             
The Guarantor hereby waives notice of acceptance of this Capital Securities
Guarantee and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

 
SECTION 5.3  Obligations Not Affected.

 

             
The obligations, covenants, agreements and duties of the Guarantor under
this Capital Securities Guarantee shall in no way be affected or impaired
by reason of the happening from time to time of any of the following:
                    
(a) the release or waiver, by operation of law or otherwise, of the performance
or observance by the Issuer of any express or implied agreement, covenant,
term or condition relating to the Capital Securities to be performed or
observed by the Issuer;

                   
(b) the extension of time for the payment by the Issuer of all or any portion
of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Capital Securities or the extension
of time for the performance of any other obligation under, arising out
of, or in connection with, the Capital Securities (other than an extension
of time for payment of Distributions, Redemption Price, Liquidation Distribution
or other sum payable that results from the extension of any interest payment
period on the Notes or any extension of the maturity date of the Notes
permitted by the Indenture);

                 
(c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities,
or any action on the part of the Issuer granting indulgence or extension
of any kind;

                
(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Issuer or any of
the assets of the Issuer;

                
(e) any invalidity of, or defect or deficiency in, the Capital Securities;

                 
(f) any failure or omission to receive any regulatory approval or consent
required in connection with the Common  Securities or Capital Securities,
including the failure to receive any approval of the Board of Governors
of the Federal Reserve System required in connection with the Capital Securities;

               
(g) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

               
(h) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent
of this Section 5.3 that the obligations of the Guarantor hereunder shall
be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 5.4  Rights of Holders.

            (a)
The Holders of a Majority in liquidation amount of the Securities have
the right to direct the time, method and place of conducting of any proceeding
for any remedy available to the Capital Securities Guarantee Trustee in
respect of this Capital Securities Guarantee or exercising any trust or
power conferred upon the Capital Securities Guarantee Trustee under this
Capital Securities Guarantee.

            (b)
If the Capital Securities Guarantee Trustee fails to enforce such Capital
Securities Guarantee, any Holder of Capital Securities may institute a
legal proceeding directly against the Guarantor to enforce the Capital
Securities Guarantee Trustee's rights under this Capital Securities Guarantee,
without first instituting a legal proceeding against the Issuer, the Capital
Securities Guarantee Trustee or any other person or entity. The Guarantor
waives any right or remedy to require that any action be brought first
against the Issuer or any other person or entity before proceeding directly
against the Guarantor.

SECTION 5.5  Guarantee of Payment.

            
This Capital Securities Guarantee creates a guarantee of payment and not
of collection.

SECTION 5.6  Subrogation.

             
The Guarantor shall be subrogated to all (if any) rights of the Holders
of the Securities against the Issuer in respect of any amounts paid to
such Holders by the Guarantor under this Capital Securities Guarantee;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any
right that it may acquire by way of subrogation or any indemnity, reimbursement
or other agreement, in all cases as a result of payment under this Capital
Securities Guarantee, if, at the time of any such payment, any amounts
are due and unpaid under this Capital Securities Guarantee. If any amount
shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to
pay over such amount to the Holders.

SECTION 5.7  Independent Obligations.

 
             
The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Capital Securities,
and that the Guarantor shall be liable as principal and as debtor hereunder
to make Guarantee Payments pursuant to the terms of this Capital Securities
Guarantee notwithstanding the occurrence of any event referred to in subsections
(a) through (h), inclusive, of Section 5.3 hereof.

                                                                   
ARTICLE 6

                        
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1  Limitation of Transactions.


 

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

 
SECTION 6.2  Ranking.
           This Capital
Securities Guarantee will constitute an unsecured obligation of the Guarantor
and will rank (i) subordinate and junior in right of payment to all other
liabilities, including contingent liabilities, of the Guarantor, (ii) pari
passu with the most senior preferred or preference stock now or hereafter
issued by the Guarantor and with any guarantee now or hereafter entered
into by the Guarantor in respect of any preferred securities (including
trust preferred securities) or preference stock of any Affiliate of the
Guarantor, and (iii) senior to the Guarantor's common stock.

                                                                      
ARTICLE 7

                                                                
TERMINATION

SECTION 7.1  Termination.

            This
Capital Securities Guarantee shall terminate upon (i) full payment of the
Redemption Price of all Capital Securities, (ii) upon the distribution
of the Notes to the Holders of all of the Capital Securities, or (iii)
upon full payment of the amounts payable in accordance with the Declaration
upon liquidation or dissolution of the Issuer. Notwithstanding the foregoing,
this Capital Securities Guarantee will continue to be effective or will
be reinstated, as the case may be, if at any time any Holder must restore
payment of any sums paid under the Capital Securities or under this Capital
Securities Guarantee.

                                                                    
ARTICLE 8

                                                           
INDEMNIFICATION

SECTION 8.1  Exculpation.


 

             
(a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Capital Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on
such Indemnified Person by this Capital Securities Guarantee or by law,
except that an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified Person's negligence or
willful misconduct with respect to such acts or omissions.
            
(b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters
the Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Guarantor, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount
of assets from which Distributions to Holders of Capital Securities might
properly be paid.

 
SECTION 8.2  Indemnification.

          The Guarantor
agrees to indemnify each Indemnified Person for, and to hold each Indemnified
Person harmless against, any and all loss, liability, damage, claim or
expense incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the costs and expenses (including reasonable
legal fees and expenses) of defending itself against, or investigating,
any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The obligation to indemnify as set
forth in this Section 8.2 shall survive the termination of this Capital
Securities Guarantee.

                                                               
ARTICLE 9

                                                       
MISCELLANEOUS

SECTION 9.1  Successors and Assigns.


 

            
All guarantees and agreements contained in this Capital Securities Guarantee
shall bind the successors, assigns, receivers, trustees and representatives
of the Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding.

 
SECTION 9.2  Amendments.

 

           Except
with respect to any changes that do not adversely affect the rights of
Holders (in which case no consent of Holders will be required), this Capital
Securities Guarantee may only be amended with the prior approval of the
Holders of at least a Majority in liquidation amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all the outstanding Capital Securities. The provisions
of Section 12.2 of the Declaration with respect to meetings of holders
of the Securities apply to the giving of such approval.

 
SECTION 9.3  Notices.

 

          All notices
provided for in this Capital Securities Guarantee shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by first class mail, as follows:
                 
(a) If given to the Capital Securities Guarantee Trustee, at the Capital
Securities Guarantee Trustee's mailing address set forth below (or such
other address as the Capital Securities Guarantee Trustee may give notice
of to the Holders):

The Bank of New York

101 Barclay Street, 21 West

New York, New York 10286

Attention: Corporate Trust Trustee Administration

Telecopy: (212)815-5915

               
(b) If given to the Guarantor, at the Guarantor's mailing address set forth
below (or such other address as the Guarantor may give notice of to the
Holders of the Capital Securities):

Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

NC1-007-23-01

Charlotte, North Carolina 28255

Attention: Corporate Treasury

Telecopy: (704) 386-0270

               
(c) If given to any Holder of Capital Securities, at the address set forth
on the books and records of the Issuer.

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

SECTION 9.4  Benefit.

           This Capital
Securities Guarantee is solely for the benefit of the Holders of the Capital
Securities and, subject to Section 3.1(a), is not separately transferable
from the Capital Securities.

SECTION 9.5  Governing Law.

                 
THIS CAPITAL SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


[Signature page follows]







                 
THIS CAPITAL SECURITIES GUARANTEE is executed as of the day and year first
above written.

                                                                              
BANK OF AMERICA CORPORATION, as

                                                                               
Guarantor

                                                                              
By:  /S/  KAREN A. GOSNELL

                                                                              
Name: Karen A. Gosnell

                                                                              
Title: Senior Vice President

                                                                               
THE BANK OF NEW YORK, as Capital Securities

                                                                                
Guarantee Trustee

                                                                               
By:  /S/ DEREK KETTEL

                                                                               
Name:  Derek Kettel

                                                                                
Title:  Agent