Amended and Restated Declaration of Trust



_________________________________________
AMENDED AND RESTATED DECLARATION

OF TRUST

BAC CAPITAL TRUST II

Dated as of January 24, 2002

_________________________________________













<Page>

                                                     
CROSS-REFERENCE TABLE*

 

Section of

Trust Indenture Act                                                  
Section of

of 1939, as amended                                               

Declaration
310(a)                                                                        
5.3(a)

310(c)                                                                        
Inapplicable

311(c)                                                                        
Inapplicable

312(a)                                                                        
2.2(a)

312(b)                                                                        
2.2(b)

313                                                                             
2.3

314(a)                                                                         
2.4

314(b)                                                                         
Inapplicable

314(c)                                                                         
2.5

314(d)                                                                         
Inapplicable

314(f)                                                                          
Inapplicable

315(a)                                                                         
3.9(b)

315(c)                                                                         
3.9(a)

315(d)                                                                         
3.9(b)

316(a)                                                                          
Annex I

316(c)                                                                          
3.6(e)

_______________

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

 

 

<Page>

 

 

                                                                  
ARTICLE 1

                                         
INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions                                                              
1
                                                                 
ARTICLE 2

                                                    
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act; Application                              
8

SECTION 2.2 Lists of Holders of Securities                                   
9

SECTION 2.3 Reports by the Property Trustee                              
9

SECTION 2.4 Periodic Reports to Property Trustee                       
9

SECTION 2.5 Evidence of Compliance with Conditions Precedent  
9

SECTION 2.6 Events of Default; Waiver                                       
10

SECTION 2.7 Event of Default or Nonpayment Notice                  
11
                                                                  
ARTICLE 3

                                                            
ORGANIZATION
SECTION 3.1 Name                                                                      
12

SECTION 3.2 Office                                                                      
12

SECTION 3.3 Purpose                                                                   
12

SECTION 3.4 Authority                                                                 
12

SECTION 3.5 Title to Property of the Trust                                    
12

SECTION 3.6 Powers and Duties of the Regular Trustees               
13

SECTION 3.7 Prohibition of Actions by the Trust and the Trustees  
15

SECTION 3.8 Powers and Duties of the Property Trustee               
16

SECTION 3.9 Certain Duties and Responsibilities of the Property

                       
Trustee                                                                    
18

SECTION 3.10 Certain Rights of Property Trustee                          
19

SECTION 3.11 Delaware Trustee                                                   
21

SECTION 3.12 Execution of Documents                                         
22

SECTION 3.13 Not Responsible for Recitals or Issuance

                         
of Securities                                                           
22

SECTION 3.14 Duration of Trust                                                    
22

SECTION 3.15 Mergers                                                                 
22
                                                                 
ARTICLE 4

                                                                  
SPONSOR
SECTION 4.1 Sponsor's Purchase of Common Securities                
24

SECTION 4.2 Responsibilities of the Sponsor                                   
24

SECTION 4.3 Covenants of the Sponsor                                          
25
                                                               
ARTICLE 5

                                                               
TRUSTEES
SECTION 5.1 Number of Trustees                                                    
25

SECTION 5.2 Qualifications of Delaware Trustee                              
25

SECTION 5.3 Property Trustee; Eligibility                                         
26

SECTION 5.4 Certain Qualifications of Regular Trustees and

                       
Delaware Trustee Generally                                        
26

SECTION 5.5 Regular Trustees                                                         
26

SECTION 5.6 Appointment of Delaware Trustee                               
27

SECTION 5.7 Appointment, Removal and Resignation of Trustees     
27

SECTION 5.8 Vacancies among Trustees                                          
28

SECTION 5.9 Effect of Vacancies                                                     
29

SECTION 5.10 Meetings                                                                  
29

SECTION 5.11 Delegation of Power                                                 
29

SECTION 5.12 Merger, Conversion, Consolidation, Amalgamation

                         
or Succession to Business                                         
30
                                                         
ARTICLE 6

                                                    
DISTRIBUTIONS
SECTION 6.1 Distributions                                                                
30
                                                       
ARTICLE 7

                                      
ISSUANCE OF SECURITIES
SECTION 7.1 General Provisions Regarding Securities                       
30

SECTION 7.2 Paying Agent                                                               
31
                                                       
ARTICLE 8

                                       
TERMINATION OF TRUST
SECTION 8.1 Termination of Trust                                                     
32
                                                        
ARTICLE 9

                                        
TRANSFER OF INTERESTS
SECTION 9.1 Transfer of Securities                                                     
33

SECTION 9.2 Transfer of Certificates                                                  
33

SECTION 9.3 Deemed Security Holders                                              
33

SECTION 9.4 Book-Entry Interests                                                     
34

SECTION 9.5 Notices to Clearing Agency                                           
34

SECTION 9.6 Appointment of Successor Clearing Agency                   
34

SECTION 9.7 Definitive Capital Security Certificates                            
35

SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates            
35
                                            
ARTICLE 10

         LIMITATION OF LIABILITY
OF HOLDERS OF SECURITIES,

                                  
TRUSTEES OR OTHERS


SECTION 10.1 Liability                                                                         
36

SECTION 10.2 Exculpation                                                                   
36

SECTION 10.3 Fiduciary Duty                                                              
37

SECTION 10.4 Indemnification                                                              
38

SECTION 10.5 Outside Businesses                                                        
40
                                           
ARTICLE 11

                                       
ACCOUNTING


SECTION 11.1 Fiscal Year                                                                     
41

SECTION 11.2 Certain Accounting Matters                                            
41

SECTION 11.3 Banking                                                                         
41

SECTION 11.4 Withholding                                                                   
42
                                           
ARTICLE 12

                        
AMENDMENTS AND MEETINGS


SECTION 12.1 Amendments                                                                 
42

SECTION 12.2 Meetings of the Holders of Securities; Action by

                         
Written Consent                                                            
44

 
                                           
ARTICLE 13

REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE


SECTION 13.1 Representations and Warranties of Property Trustee         
45

SECTION 13.2 Representations and Warranties of Delaware Trustee        
46
                                            
ARTICLE 14

                                     
MISCELLANEOUS


SECTION 14.1 Notices                                                                           
46

SECTION 14.2 Governing Law                                                               
48

SECTION 14.3 Intention of the Parties                                                    
48

SECTION 14.4 Headings                                                                        
48

SECTION 14.5 Successors and Assigns                                                  
48

SECTION 14.6 Partial Enforceability                                                       
48

SECTION 14.7 Counterparts; Acceptance                                               
48



AMENDED AND RESTATED

DECLARATION OF TRUST

OF

BAC CAPITAL TRUST II


THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated
and effective as of January 24, 2002 by the Trustees (as defined herein),
the Sponsor (as defined herein) and by the holders, from time to time,
of undivided beneficial interests in the assets of the Trust to be issued
pursuant to this Declaration;

WHEREAS, the Trustees and the Sponsor established BAC CAPITAL TRUST
II (the "Trust"), a trust under the Business Trust Act (as defined herein),
pursuant to a Declaration of Trust dated as of September 26, 2001 (the
"Original Declaration"), and an accompanying Certificate of Trust filed
with the Secretary of State of the State of Delaware, for the sole purpose
of issuing and selling securities representing undivided beneficial interests
in the assets of the Trust and investing the gross proceeds thereof in
Notes of the Note Issuer (each as defined herein);

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

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

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

                                                              
ARTICLE I

                              
INTERPRETATION AND DEFINITIONS

SECTION 1.1  Definitions.


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

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

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

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

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

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

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

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

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

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

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

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

"Capital Securities" shall mean the undivided preferred beneficial
interests in the assets of the Trust denominated as "BAC Capital Trust
II 7% Capital Securities," (liquidation amount $25 per Capital Security)
the terms of which are further described in Annex I hereto.

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

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

"Capital Securities Guarantee" means the guarantee agreement
to be dated as of January 31, 2002, of the Sponsor in respect of the Capital
Securities.

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

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

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

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

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

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

"Commission" means the Securities and Exchange Commission.

"Common Securities" shall mean the undivided common beneficial
interests in the assets of the Trust denominated as "BAC Capital Trust
II 7% Common Securities," (liquidation amount $25 per Security) the terms
of which are further described in Annex I hereto.

"Common Securities Guarantee" means the guarantee agreement to
be dated as of January 31, 2002, of the Sponsor in respect of the Common
Securities.

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

"Company Indemnified Person" means (a) any Regular Trustee; (b)
any Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular
Trustee; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Stated Maturity" shall mean February 1, 2032, the date on which
the Notes shall mature, unless (a) previously prepaid or redeemed or (b)
that date has been extended.

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

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

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

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

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

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

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

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

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

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

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

                                                                     
ARTICLE 2

                                                   
TRUST INDENTURE ACT

SECTION 2.1  Trust Indenture Act; Application.


 

    (a) This Declaration is subject to the provisions
of the Trust Indenture Act that are required to be part of this Declaration
and shall, to the extent applicable, be governed by such provisions.
    (b) The Property Trustee shall be the only Trustee
which is a Trustee for the purposes of the Trust Indenture Act.

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

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

SECTION 2.2  Lists of Holders of Securities.

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

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

SECTION 2.3  Reports by the Property Trustee.

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

SECTION 2.4.  Periodic Reports to Property Trustee.

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

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

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

SECTION 2.6  Events of Default; Waiver.

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

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

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

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

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

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

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

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

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

SECTION 2.7  Event of Default or Nonpayment Notice.

 
           (a) The Property
Trustee shall, within 90 days after the occurrence of an Event of Default
or a nonpayment of principal, premium, if any, or interest, when due, on
the Notes ("Nonpayment") transmit by mail, first class postage prepaid,
to the Holders of the Securities, notices of all Events of Default or Nonpayments
with respect to the Securities actually known to a Responsible Officer
of the Property Trustee, unless such Events of Default or Nonpayments have
been cured before the giving of such notice;

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

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

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

                                                           
ARTICLE 3

                                                    
ORGANIZATION

SECTION 3.1  Name.


 

The Trust is named "BAC Capital Trust II," as such name may be modified
from time to time by the Regular Trustees following written notice to the
Holders of Securities. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Regular Trustees.
SECTION 3.2  Office.

 

The address of the principal office of the Trust is c/o Bank of America
Corporation, Attention: Corporate Treasury, Bank of America Corporate Center,
NC1-007-23-01, 100 North Tryon Street, Charlotte, North Carolina 28255.
On ten Business Days' written notice to the Holders of Securities, the
Regular Trustees may designate another principal office.
SECTION 3.3 Purpose.

 

The exclusive purposes and functions of the Trust are (a) to issue
and sell Securities and use the proceeds from such sale to acquire the
Notes, and (b) except as otherwise limited herein, to engage in only those
other activities necessary or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United
States federal income tax purposes as a grantor trust.
SECTION 3.4  Authority.

 

Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust.
An action taken by the Regular Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust, and an action
taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust. In
dealing with the Trustees acting on behalf of the Trust, no person shall
be required to inquire into the authority of the Trustees to bind the Trust.
Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration.
SECTION 3.5  Title to Property of the Trust.

 

Except as provided in Section 3.8 with respect to the Notes and the
Property Trustee Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The
Holders shall not have legal title to any part of the assets of the Trust,
but shall have an undivided beneficial interest in the assets of the Trust.
SECTION 3.6  Powers and Duties of the Regular Trustees.

 

The Regular Trustees shall have the exclusive power, duty and authority
to cause the Trust to engage in the following activities:
          (a) to issue
and sell the Capital Securities and the Common Securities in accordance
with this Declaration; provided, however, that the Trust
may issue no more than one series of Capital Securities and no more than
one series of Common Securities, and, provided further, that
there shall be no interests in the Trust other than the Securities, and
the issuance of Securities shall be limited to a simultaneous issuance
of both Capital Securities and Common Securities on the Closing Date;

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

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

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

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

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

              
(v) from time to time execute and enter into Underwriting Agreements providing
for the sale of the Capital Securities;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 3.8  Powers and Duties of the Property Trustee.

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

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

          (c) The Property
Trustee shall:

                 
(i) establish and maintain a segregated non-interest bearing trust account
(the "Property Trustee Account") in the name of and under the exclusive
control of the Property Trustee on behalf of the Holders of the Securities
and, upon the receipt of payments of funds made in respect of the Notes
held by the Property Trustee, deposit such funds into the Property Trustee
Account and make payments to the Holders of the Capital Securities and
Holders of the Common Securities from the Property Trustee Account in accordance
with Section 6.1. Funds in the Property Trustee Account shall be held uninvested
until disbursed in accordance with this Declaration. The Property Trustee
Account shall be an account that is maintained with a banking institution
the rating of whose long-term unsecured indebtedness is at least equal
to the rating assigned to the Capital Securities by a "nationally recognized
statistical rating organization", as that term is defined for purposes
of Rule 436(g)(2) under the Securities Act;

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

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

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

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

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

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

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

         (g) The Property Trustee
shall have the legal power to exercise all of the rights, powers and privileges
of a holder of Notes under the Indenture and, if an Event of Default actually
known to a Responsible Officer of the Property Trustee occurs and is continuing,
the Property Trustee shall, for the benefit of Holders of the Securities,
enforce its rights as holder of the Notes subject to the rights of the
Holders pursuant to the terms of such Securities.

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

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

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

SECTION 3.9  Certain Duties and Responsibilities of the Property
Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 3.10  Certain Rights of Property Trustee.

    (a) Subject to the provisions of Section 3.9:

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

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

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

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

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

             
(vi) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Declaration at the request
or direction of any Holder, unless such Holder shall have provided to the
Property Trustee security and indemnity, reasonably satisfactory to the
Property Trustee, against the costs, expenses (including attorneys' fees
and expenses and the expenses of the Property Trustee's agents, nominees
or custodians) and liabilities that might be incurred by it in complying
with such request or direction, including such reasonable advances as may
be requested by the Property Trustee, provided, that, nothing contained
in this Section 3.10(a)(vi) shall be taken to relieve the Property Trustee,
upon the occurrence of an Event of Default, of its obligation to exercise
the rights and powers vested in it by this Declaration;

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

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

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

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

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

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

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

SECTION 3.11  Delaware Trustee.

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

SECTION 3.12  Execution of Documents.

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

SECTION 3.13  Not Responsible for Recitals or Issuance of
Securities.

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

SECTION 3.14  Duration of Trust.

      The Trust, unless terminated pursuant
to the provisions of Article VIII hereof, shall have existence for 55 years
from January 1, 2001.

SECTION 3.15  Mergers.

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

           (b) The
Trust may, with the consent of a majority of the Regular Trustees and without
the consent of the Holders of the Securities, the Delaware Trustee or the
Property Trustee, consolidate, amalgamate, merge with or into, or be replaced
by a trust organized as such under the laws of any State; providedthat:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

                                                                   
ARTICLE 4

                                                                   
SPONSOR

SECTION 4.1  Sponsor's Purchase of Common Securities.


 

On the Closing Date the Trust will issue, and the Sponsor will purchase,
the Common Securities issued by the Trust in an amount at least equal to
3% of the capital of the Trust at the same time as any Capital Securities
are sold.
SECTION 4.2  Responsibilities of the Sponsor.

 

In connection with the issuance and sale of the Capital Securities,
the Sponsor shall have the exclusive right and responsibility to engage
in the following activities:
           (a) to
prepare for filing by the Trust with the Commission a registration statement
on Form S-3 in relation to the Capital Securities, including any amendments
thereto;

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

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

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

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

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

SECTION 4.3  Covenants of the Sponsor.

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

                                                               
ARTICLE 5

                                                               
TRUSTEES

SECTION 5.1  Number of Trustees.


 

The number of Trustees of this Trust shall be four, and:
            (a)
at any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

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

 
SECTION 5.2  Qualifications of Delaware Trustee.


 

If required by the Business Trust Act, the Delaware Trustee shall be:
           (a) a natural
person who is a resident of the State of Delaware; or

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

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

 
SECTION 5.3  Property Trustee; Eligibility.


 

         (a) There shall at
all times be one Trustee which shall act as Property Trustee which shall:
                  
(i) not be an Affiliate of the Sponsor; and

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

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

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

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

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

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

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

SECTION 5.5  Regular Trustees.

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

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

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

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

SECTION 5.6  Appointment of Delaware Trustee.

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

SECTION 5.7 Appointment, Removal and Resignation of Trustees.

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 5.8  Vacancies among Trustees.

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

SECTION 5.9  Effect of Vacancies.

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

SECTION 5.10  Meetings.

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

SECTION 5.11  Delegation of Power.

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

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

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

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

                                                                          
ARTICLE 6

                                                                  
DISTRIBUTIONS

SECTION 6.1 Distributions.

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

                                                                         
ARTICLE 7

                                                      
ISSUANCE OF SECURITIES

SECTION 7.1  General Provisions Regarding Securities.


 

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

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

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

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

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

         (g) Every Person, by
virtue of having become a Holder or a Capital Security Beneficial Owner
in accordance with the terms of this Declaration, shall be deemed to have
expressly assented and agreed to the terms of, and shall be bound by, this
Declaration, including the Designation of Terms.

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

 
SECTION 7.2 Paying Agent.

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

                                                                   
ARTICLE 8

                                                
TERMINATION OF TRUST

SECTION 8.1  Termination of Trust.

     (a) The Trust shall dissolve:

              
(i) upon the bankruptcy of the Sponsor;

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

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

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

              
(v) at the election of the Sponsor at any time pursuant to which the Trust
shall have been dissolved in accordance with the terms of the Securities
and all of the Notes shall have been distributed to the Holders of Securities
in exchange for all of the Securities; or

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

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

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

                                                                    
ARTICLE 9

                                               
TRANSFER OF INTERESTS

SECTION 9.1  Transfer of Securities.


 

         (a) Securities may
only be transferred, in whole or in part, in accordance with the terms
and conditions set forth in this Declaration and in the terms of the Securities.
Any transfer or purported transfer of any Security not made in accordance
with this Declaration shall be null and void.
          (b) Subject to
this Article IX and Section 4.3, the Sponsor and any Related Party may
only transfer Common Securities to the Sponsor or a Related Party of the
Sponsor; provided that, any such transfer is subject to the
condition precedent that the transferor obtain the written opinion of a
nationally recognized independent counsel experienced in such matters that
such transfer would not cause more than an insubstantial risk that:

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

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

 
SECTION 9.2  Transfer of Certificates.


 

        The Regular Trustees shall
provide for the registration of Certificates and of transfers of Certificates,
which will be effected without charge but only upon payment (with such
indemnity as the Regular Trustees may require) in respect of any tax or
other government charges that may be imposed in relation to it. Upon surrender
for registration of transfer of any Certificate, the Regular Trustees shall
cause one or more new Certificates to be issued in the name of the designated
transferee or transferees. Every Certificate surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in
form satisfactory to the Regular Trustees duly executed by the Holder or
such Holder's attorney duly authorized in writing. Each Certificate surrendered
for registration of transfer shall be canceled by the Regular Trustees.
A transferee of a Certificate shall be entitled to the rights and subject
to the obligations of a Holder hereunder upon the receipt by such transferee
of a Certificate. By acceptance of a Certificate, each transferee shall
be deemed to have agreed to be bound by this Declaration.
SECTION 9.3  Deemed Security Holders.

 

     The Trustees may treat the Person in whose
name any Certificate shall be registered on the books and records of the
Trust as the sole holder of such Certificate and of the Securities represented
by such Certificate for purposes of receiving Distributions and for all
other purposes whatsoever and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Certificate or in the
Securities represented by such Certificate on the part of any Person, whether
or not the Trust shall have actual or other notice thereof.
SECTION 9.4  Book-Entry Interests.

 

     Unless otherwise specified in the terms of
the Capital Securities, the Capital Securities Certificates, on original
issuance, will be issued in the form of one or more fully registered, global
Capital Security Certificates, to be delivered to the Depositary, the initial
Clearing Agency (each a "Global Security"), by, or on behalf of, the Trust.
Such Global Securities shall initially be registered on the books and records
of the Trust in the name of Cede & Co., the nominee of the Depositary,
and no Capital Security Beneficial Owner will receive a definitive Capital
Security Certificate representing such Capital Security Beneficial Owner's
interests in such Global Securities, except as provided in Section 9.7.
Unless and until definitive, fully registered Capital Security Certificates
(the "Definitive Capital Security Certificates") have been issued to the
Capital Security Beneficial Owners pursuant to Section 9.7:
     (a) the provisions of this Section 9.4 shall
be in full force and effect;

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

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

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

 
SECTION 9.5  Notices to Clearing Agency.


 

          Whenever a notice
or other communication to the Capital Security Holders is required under
this Declaration, unless and until Definitive Capital Security Certificates
shall have been issued to the Capital Security Beneficial Owners pursuant
to Section 9.7, the Regular Trustees shall give all such notices and communications
specified herein to be given to the Capital Security Holders to the Clearing
Agency, and shall have no notice obligations to the Capital Security Beneficial
Owners.
SECTION 9.6  Appointment of Successor Clearing Agency.

 

          If any Clearing
Agency elects to discontinue its services as securities depositary with
respect to the Capital Securities, the Regular Trustees may, in their sole
discretion, appoint a successor Clearing Agency with respect to such Capital
Securities.
SECTION 9.7  Definitive Capital Security Certificates.

 

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

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

then:

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

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

Otherwise, Definitive Capital Security Certificates will not be issued.

 
SECTION 9.8  Mutilated, Destroyed, Lost or Stolen Certificates.

If:

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

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

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

                                                                
ARTICLE 10

                                       
LIMITATION OF LIABILITY OF

                
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1  Liability.


 

           (a) Except
as expressly set forth in this Declaration, the Securities Guarantees and
the terms of the Securities, the Sponsor shall not:
                     
(i) be personally liable for the return of any portion of the capital contributions
(or any return thereon) of the Holders of the Securities which shall be
made solely from assets of the Trust; and

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

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

 
SECTION 10.2  Exculpation.


 

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

 
SECTION 10.3  Fiduciary Duty.


 

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

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

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

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

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

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

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

SECTION 10.4 Indemnification.

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

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

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

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

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

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

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

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

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

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

 
SECTION 10.5  Outside Businesses.

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

                                                                 
ARTICLE 11

                                                              
ACCOUNTING

SECTION 11.1  Fiscal Year.


 

The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year or such other year as is required by the Code.
SECTION 11.2  Certain Accounting Matters.

 

          (a) At all times
during the existence of the Trust, the Regular Trustees shall keep, or
cause to be kept, full books of account, records and supporting documents,
which shall reflect in reasonable detail each transaction of the Trust.
           (b) The
Regular Trustees shall cause to be duly prepared and delivered to each
of the Holders of Securities any annual United States federal income tax
information statement, required by the Code, containing such information
with regard to the Securities held by each Holder as is required by the
Code and the Treasury Regulations. The Regular Trustees shall endeavor
to deliver all such statements within such period after the end of each
Fiscal Year of the Trust as required by the Treasury Regulations; and

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

 
SECTION 11.3  Banking.


 

          The Trust shall
maintain one or more bank accounts in the name and for the sole benefit
of the Trust; provided, however, that all payments of funds
in respect of the Notes held by the Property Trustee shall be made directly
to the Property Trustee Account and no other funds of the Trust shall be
deposited in the Property Trustee Account. The sole signatories for such
accounts shall be designated by the Regular Trustees; provided,
however,
that the Property Trustee shall designate the signatories for the Property
Trustee Account.
SECTION 11.4  Withholding.
          The Trust and
the Regular Trustees shall comply with all withholding requirements under
United States federal, state and local law. The Trust shall request, and
the Holders shall provide to the Trust, such forms or certificates as are
necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested
by the Trust to assist it in determining the extent of, and in fulfilling,
its withholding obligations. The Regular Trustees shall file required forms
with applicable jurisdictions and, unless an exemption from withholding
is properly established by a Holder, shall remit amounts withheld with
respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claim over withholding, the Holders
shall be limited to an action against the applicable jurisdiction. If the
amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding.

                                                                    
ARTICLE 12

                                            
AMENDMENTS AND MEETINGS

SECTION 12.1  Amendments.


 

(a) Except as otherwise provided in this Declaration or by any applicable
terms of the Securities, this Declaration may only be amended by a written
instrument approved and executed by:
             
(i) the Regular Trustees (or, if there are more than two Regular Trustees
a majority of the Regular Trustees);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                 
(i) cure any ambiguity;

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

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

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

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

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



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

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

                        
(i) notice of any such meeting shall be given to all the Holders of Securities
having a right to vote thereat at least seven days and not more than 60
days before the date of such meeting. Whenever a vote, consent or approval
of the Holders of Securities is permitted or required under this Declaration
or the rules of any stock exchange on which the Capital Securities are
listed or admitted for trading, such vote, consent or approval may be given
at a meeting of the Holders of Securities. Any action that may be taken
at a meeting of the Holders of Securities may be taken without a meeting
if a consent in writing setting forth the action so taken is signed by
the Holders of Securities owning not less than the minimum amount of Securities
in liquidation amount that would be necessary to authorize or take such
action at a meeting at which all Holders of Securities having a right to
vote thereon were present and voting. Prompt notice of the taking of action
without a meeting shall be given to the Holders of Securities entitled
to vote who have not consented in writing. The Regular Trustees may specify
that any written ballot submitted to the Security Holder for the purpose
of taking any action without a meeting shall be returned to the Trust within
the time specified by the Regular Trustees;

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

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

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

                                                                              
ARTICLE 13

                                       
REPRESENTATIONS OF PROPERTY TRUSTEE

                                                         
AND DELAWARE TRUSTEE

SECTION 13.1  Representations and Warranties of Property
Trustee.


 

The Trustee that acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee, that:
             
(a) the Property Trustee is a state or federal banking corporation with
trust powers and the authority to execute and deliver, and to carry out
and perform its obligations under the terms of, this Declaration;

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

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

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

 
SECTION 13.2  Representations and Warranties of Delaware Trustee.

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

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

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

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

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

                                                                    
ARTICLE 14

                                                              
MISCELLANEOUS

SECTION 14.1  Notices.


 

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

BAC Capital Trust II

c/o Bank of America Corporation

Attention: Corporate Treasury

Bank of America Corporate Center

100 North Tryon Street

NC1-007-23-01

Charlotte, North Carolina 28255

Telecopy: (704) 386-0270

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

The Bank of New York (Delaware)

White Clay Center, Route 273

Newark, Delaware 19711

Attention: Corporate Trust Trustee Administration

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

The Bank of New York

101 Barclay Street, 21 West

New York, New York 10286

Attention: Corporate Trust Trustee

               
Administration

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

Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

NC1-007-23-01

Charlotte, North Carolina 28255

Attention: Corporate Treasury

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

            All
such notices shall be deemed to have been given when received in person,
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 14.2  Governing Law.

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

SECTION 14.3  Intention of the Parties.

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

SECTION 14.4  Headings.

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

SECTION 14.5  Successors and Assigns.

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

SECTION 14.6  Partial Enforceability.

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

SECTION 14.7  Counterparts; Acceptance.

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

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

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

                                                                     
/S/  KAREN A. GOSNELL

                                                                     
Karen A. Gosnell, as Regular Trustee

                                                                     
/S/ JAMES T. HOUGHTON

                                                                     
James T. Houghton, as Regular Trustee

 

                                                                      
THE BANK OF NEW YORK (DELAWARE), as

                                                                      
Delaware Trustee

                                                                       
By:  /S/ WILLIAM T. LEWIS

                                                                      
Name: William T. Lewis

                                                                      
Title:  Senior Vice President

                                                                      
THE BANK OF NEW YORK,

                                                                       
as Property Trustee

                                                                       
By: /s/ DEREK KETTEL

                                                                       
Name: Derek Kettel

                                                                        
Title:  Agent

                                                                         
BANK OF AMERICA CORPORATION, as Sponsor

                                                                          
By:  /s/     KAREN A. GOSNELL

                                                                          
Name: Karen A. Gosnell

                                                                           
Title: Senior Vice President

 

 






ANNEX I

BAC CAPITAL TRUST II

DESIGNATION OF TERMS OF

7% CAPITAL SECURITIES AND

7% COMMON SECURITIES


              
Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust,
dated as of January 24, 2002 (as amended from time to time, the "Declaration"),
the designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Capital Securities and the Common Securities
are set out below (each capitalized term used but not defined herein has
the meaning set forth in the Declaration);

               
1. Designation and Number.

               
(a) Capital Securities. The Capital Securities of the Trust (liquidation
amount $25 per Capital Security) are hereby designated for purposes of
identification only as "BAC Capital Trust II 7% Capital Securities" (the
"Capital Securities"). The Trust shall issue 36,000,000 Capital Securities
with an aggregate liquidation amount of $9,000,000,000. The Capital Security
Certificates evidencing the Capital Securities shall be substantially in
the form of Exhibit A-1 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom
or practice or to conform to the rules of any stock exchange on which the
Capital Securities are listed.

                
(b) Common Securities. The Common Securities of the Trust (liquidation
amount $25 per Security) are hereby designated for purposes of identification
only as "BAC Capital Trust II 7% Common Securities" (the "Common Securities").
The Trust shall issue 1,120,000 Common Securities with an aggregate liquidation
amount of $28,000,000. The Common Security Certificates evidencing the
Common Securities shall be substantially in the form of Exhibit A-2 to
the Declaration, with such changes and additions thereto or deletions therefrom
as may be required by ordinary usage, custom or practice.

                 
2. Distributions.

                 
(a) Distributions payable on each Security will be fixed at a rate per
annum of 7% (the "Coupon Rate") of the stated liquidation amount of $25
per Security, such rate being the interest rate payable on the Notes to
be held by the Property Trustee. Distributions in arrears for more than
one quarterly period will bear interest thereon compounded quarterly at
the Coupon Rate (to the extent permitted by applicable law). A Distribution
is payable only to the extent that payments are made in respect of the
Notes held by the Property Trustee and to the extent the Property Trustee
has funds available therefor. The amount of Distributions payable for any
period will be computed on the basis of a 360-day year of twelve 30-day
months. The amount of Distributions payable for any period shorter than
a full distribution period will be computed on the basis of the actual
number of days elapsed in a 360-day year of twelve 30-day months.

                  
(b) Distributions on the Securities will be cumulative, will accrue from
January 31, 2002 and will be payable quarterly in arrears, on February
1, May 1, August 1 and November 1 of each year, commencing on May 1, 2002,
except as otherwise described below. The Note Issuer has the right under
the Indenture to defer payments of interest on the Notes by extending the
interest payment period from time to time on the Notes for a period not
exceeding 20 consecutive quarterly periods (each an "Extension Period"),
during which Extension Period no interest shall be due and payable on the
Notes, provided that no Extension Period may extend beyond
the Stated Maturity. As a consequence of such deferral, Distributions also
will be deferred on the Capital Securities for the same period. Despite
such deferral, quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Note Issuer may extend further such Extension
Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 20 consecutive
quarterly periods or extend beyond the Stated Maturity. Payments of accrued
Distributions will be payable to Holders as they appear on the books and
records of the Trust or the Clearing Agency, as the case may be, on the
first record date after the end of the Extension Period. Upon the termination
of any Extension Period and the payment of all amounts then due, the Note
Issuer may commence a new Extension Period, subject to the above requirements.
No interest shall be due and payable during an Extension Period, except
at the end thereof, but the Note Issuer may repay at any time all or any
portion of the interest accrued during an Extension Period.

                    
(c) Distributions on the Securities will be payable to the Holders thereof
as they appear on the books and records of the Trust on the relevant record
dates. While the Capital Securities remain in Book-Entry only form, the
relevant record dates shall be one Business Day prior to the relevant payment
dates which payment dates correspond to the interest payment dates on the
Notes. Payment of Distributions on the Securities held in Book-Entry only
form will be made to the Depositary in immediately available funds. The
Depositary's practice is to credit Clearing Agency Participants' accounts
on the relevant payment date in accordance with their respective holdings
shown on the Depositary's records unless the Depositary has reason to believe
that it will not receive payments on such payment date. Payments by (i)
Clearing Agency Participants and (ii) securities brokers and dealers, banks
and trust companies and other entities that clear transactions through
or maintain a direct or indirect custodial relationship with a Clearing
Agency Participant (an "Indirect Participant") to Capital Security Beneficial
Owners will be governed by standing instructions and customary practices
and will be the responsibility of such Clearing Agency Participants and
Indirect Participants and not of the Depositary, the Trust or the Corporation,
subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of distributions to the Depositary is the responsibility
of the Trust, disbursement of such payments to Clearing Agency Participants
is the responsibility of the Depositary, and disbursement of such payments
to the Capital Security Beneficial Owners is the responsibility of the
Clearing Agency Participants and Indirect Participants. The relevant record
dates for the Common Securities shall be the same record date as for the
Capital Securities. If the Capital Securities shall no longer remain in
Book-Entry only form, the regular record dates for the Capital Securities
shall be the January 15, April 15, July 15 and October 15 prior to the
relevant payment dates, which payment dates correspond to the interest
payment dates on the Notes. Distributions payable on any Securities that
are not punctually paid on any Distribution payment date, as a result of
the Note Issuer having failed to make a payment under the Notes, will cease
to be payable to the Person in whose name such Securities are registered
on the relevant record date, and such defaulted Distribution will instead
be payable to the Person in whose name such Securities are registered on
the special record date or other specified date determined in accordance
with the Indenture. If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distribution payable
on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.

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

                  
3. Liquidation Distribution Upon Dissolution.

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

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

                   
4. Redemption and Distribution.

                   
(a) The Securities are subject to redemption at the Stated Maturity, at
any time after February 1, 2007 and in certain circumstances, following
the occurrence of a Special Event as follows:

               
(i) Upon payment of the Notes at a payment price equal to the principal
amount of, plus any accrued and unpaid interest thereon at the Stated Maturity,
the proceeds from such payment shall be applied simultaneously to redeem
the Securities at the Maturity Redemption Price.
              
(ii) In the event of a Special Event Prepayment prior to February 1, 2007
the proceeds from such Special Event Prepayment shall be applied simultaneously
to redeem the Capital Securities at the Special Event Redemption Price.

                
(iii) The Securities also may be redeemed in whole or in part on or after
February 1, 2007, contemporaneously with an optional prepayment of the
Notes at a redemption price equal to the Optional Redemption Price. If
fewer than all the outstanding Securities are to be so redeemed, the Common
Securities and the Capital Securities will be redeemed Pro Rata and the
Capital Securities to be redeemed will be as described in Section 4(d)(ii)
below.

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

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

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

                  
(i) A Redemption/Distribution Notice for the Securities to be redeemed
or exchanged will be given by the Trust by mail to each Holder not fewer
than 15 nor more than 60 days before the redemption date or exchange date
which, in the case of a redemption, will be the date fixed for redemption
of the Notes. For purposes of the calculation of the redemption date or
exchange date and the dates on which notices are given pursuant to this
Section 4(d)(i), a Redemption/ Distribution Notice shall be deemed to be
given on the day such notice is first mailed by first-class mail, postage
prepaid, to Holders of Securities. Each Redemption/Distribution Notice
shall be addressed to the Holders of Securities at the address of each
such Holder appearing in the books and records of the Trust. No defect
in the Redemption/Distribution Notice or in the mailing of either with
respect to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.
                  
(ii) In the event that fewer than all the outstanding Securities are to
be redeemed, the Securities to be redeemed shall be redeemed Pro Rata from
each Holder of Capital Securities, it being understood that, in respect
of Capital Securities registered in the name of and held of record by the
Depositary or its nominee (or any successor Clearing Agency or its nominee)
or any nominee, the distribution of the redemption proceeds will be made
to each Clearing Agency Participant (or Person on whose behalf such nominee
holds such securities) in accordance with the procedures applied by such
agency or nominee.

                 
(iii) If Securities are to be redeemed and the Trust gives a Redemption/Distribution
Notice, which notice may only be issued if the Notes are repaid as set
out in this Section 4 (which notice will be irrevocable), then (A) while
the Capital Securities are in Book-Entry only form, with respect to the
Capital Securities, by 12:00 noon, New York City time, on the redemption
date, provided that the Note Issuer has paid the Property Trustee a sufficient
amount of cash in connection with the related prepayment or maturity of
the Notes, the Property Trustee will deposit irrevocably with the Depositary
or its nominee (or successor Clearing Agency or its nominee) funds sufficient
to pay the applicable Redemption Price with respect to the Capital Securities
and will give the Depositary irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Capital Securities, and
(B) with respect to Capital Securities issued in definitive form and Common
Securities, provided that the Note Issuer has paid the Property Trustee
a sufficient amount of cash in connection with the related prepayment or
maturity of the Notes, the Property Trustee will pay the relevant Redemption
Price to the Holders of such Securities by check mailed to the address
of the relevant Holder appearing on the books and records of the Trust
on the redemption date. If a Redemption/Distribution Notice shall have
been given and funds deposited as required, if applicable, then immediately
prior to the close of business on the date of such deposit, or on the redemption
date, as applicable, Distributions will cease to accrue on the Securities
so called for redemption and all rights of Holders of such Securities so
called for redemption will cease, except the right of the Holders of such
Securities to receive the Redemption Price, but without interest on such
Redemption Price. Neither the Regular Trustees nor the Trust shall be required
to register or cause to be registered the transfer of any Securities that
have been so called for redemption. If any date fixed for redemption of
Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such date fixed
for redemption. If payment of the Redemption Price in respect of any Securities
is improperly withheld or refused and not paid either by the Property Trustee
or by the Sponsor as guarantor pursuant to the relevant Securities Guarantee,
Distributions on such Securities will continue to accrue from the original
redemption date to the actual date of payment, in which case the actual
payment date will be considered the date fixed for redemption for purposes
of calculating the Redemption Price.

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

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

                   
5. Voting Rights - Capital Securities.

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

                     
(b) Subject to the requirements set forth in this paragraph, the Holders
of a Majority in aggregate liquidation amount of the Capital Securities,
voting separately as a class may direct the time, method, and place of
conducting any proceeding for any remedy available to the Property Trustee,
or exercising any trust or power conferred upon the Property Trustee under
the Declaration, including the right to direct the Property Trustee, as
holder of the Notes, to (i) exercise the remedies available under the Indenture
by conducting any proceeding for any remedy available to the Note Trustee,
or exercising any trust or power conferred on the Note Trustee with respect
to the Notes, (ii) waive any past Event of Default and its consequences
that is waivable under Section 5.01 of the Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the Notes
shall be due and payable, or (iv) consent to any amendment, modification
or termination of the Indenture as a holder of the Notes provided,
however,
that, where a consent or action under the Indenture would require the consent
or act of the Holders of a Super Majority affected thereby the Property
Trustee may only give such consent or take such action at the written direction
of the Holders of at least the proportion in liquidation amount of the
Capital Securities which the relevant Super Majority represents of the
aggregate principal amount of the Notes outstanding. The Property Trustee
shall not revoke any action previously authorized or approved by a vote
of the Holders of the Capital Securities. Other than with respect to directing
the time, method and place of conducting any remedy available to the Property
Trustee or the Note Trustee as set forth above, the Property Trustee shall
not take any action in accordance with the directions of the Holders of
the Capital Securities under this paragraph unless the Property Trustee
has obtained an opinion of tax counsel to the effect that for the purposes
of United States federal income tax the Trust will not be classified as
other than a grantor trust on account of such action. If a Nonpayment occurs
on the date such interest or principal is otherwise payable (or in the
case of redemption, on the redemption date), and such Nonpayment is continuing,
a Holder of Capital Securities may institute a Direct Action after the
respective due date specified in the Notes. In connection with such Direct
Action, the rights of the Holders of the Common Securities will be subrogated
to the rights of such Holder of Capital Securities to the extent of any
payment made by the Note Issuer to such Holder of Capital Securities in
such Direct Action. If the Property Trustee fails to enforce its rights
under the Declaration, any Holder of Capital Securities may, to the extent
permitted by applicable law, institute a legal proceeding directly against
any Person to enforce the Property Trustee's rights under the Declaration,
without first instituting a legal proceeding against the Property Trustee
or any other Person.

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

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

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

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

              
6. Voting Rights - Common Securities.

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

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

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

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

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

                
7. Amendments to Declaration and Indenture.

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

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

                
8. Pro Rata.

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

              
9. Ranking.

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

               
10. Listing.

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

               
11. Extension of Stated Maturity.

               
If the Maturity Date (as defined in the Indenture) of the Notes is extended,
the Stated Maturity of the Securities shall automatically extend at the
same time as the Maturity Date of the Notes are extended and to the Extended
Maturity Date (as defined in the Indenture).

                
12. Acceptance of Securities Guarantee and Indenture.

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

                 
13. No Preemptive Rights.

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

                  
14. Miscellaneous.

                   
These terms constitute a part of the Declaration.

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

 

 

Dated: January ___, 2002

                                                                   
BANK OF AMERICA CORPORATION

                                                                   
as Sponsor

 

                                                                  
By: ________________________________

                                                                  
Name: Karen A. Gosnell

                                                                  
Title: Senior Vice President

Accepted:

BAC Capital Trust II

______________________

James T. Houghton

Regular Trustee

 

 

______________________

Karen A. Gosnell

Regular Trustee

 

 






EXHIBIT A-1

FORM OF CAPITAL SECURITY CERTIFICATE


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

                
Unless this Capital Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to
the Trust or its agent for registration of transfer, exchange or payment,
and any Capital Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of
The Depository Trust Company and any payment hereon is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.

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

Certificate Number

__-R-_____________                                                                                       
CUSIP NO. [_________]


BAC CAPITAL TRUST II

__% Capital Securities

(liquidation amount $25 per Capital Security)


                 
BAC CAPITAL TRUST II, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that CEDE &
CO. (the "Holder") is the registered owner of _______ Capital Securities
of the Trust representing undivided preferred beneficial interests in the
assets of the Trust designated the __% Capital Securities (liquidation
amount $25 per Capital Security) (the "Capital Securities"). The Capital
Securities are transferable on the books and records of the Trust, in person
or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued and shall in all respects be subject
to the provisions of the Amended and Restated Declaration of Trust of the
Trust dated as of January 24, 2002, as the same may be amended from time
to time (the "Declaration"), including the designation of the terms of
the Capital Securities as set forth in Annex I to the Declaration. Capitalized
terms used herein but not defined shall have the meaning given them in
the Declaration. The Holder is entitled to the benefits of the Capital
Securities Guarantee to the extent provided therein. The Declaration permits
the Sponsor to dissolve the Trust at any time. The Sponsor will provide
a copy of the Declaration, the Capital Securities Guarantee and the Indenture
to a Holder without charge upon written request to the Sponsor at its principal
place of business.

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

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

              
IN WITNESS WHEREOF, the Trust has executed this certificate as of ________,
20__.

                                                                               
BAC CAPITAL TRUST II

 

                                                                               
By:________________________________

                                                                               
Name: Karen A. Gosnell

                                                                              
Title: Regular Trustee

 

 






CERTIFICATE OF AUTHENTICATION


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

Dated:

                                                                                
THE BANK OF NEW YORK

                                                                                 
as Property Trustee

 

                                                                                  
By:________________________________

                                                                                 
Name:

                                                                                 
Title:

 










[FORM OF REVERSE OF SECURITY]

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

              
Except as otherwise described below, Distributions on the Capital Securities
will be cumulative, will accrue from the date of original issuance and
will be payable quarterly in arrears on February 1, May 1, August 1 and
November 1 of each year, commencing on May 1, 2002 to the person in whose
name the Capital Security is registered at the close of business on the
regular record date for such installment, which shall be the close of business
on the Business Day next preceding such payment date [IF PURSUANT TO THE
TERMS OF THE DECLARATION, THE SECURITIES ARE NO LONGER REPRESENTED BY A
GLOBAL SECURITY which shall be the close of business on January 15, April
15, July 15 and October 15 prior to the relevant payment date.] The Note
Issuer has the right under the Indenture to defer payments of interest
by extending the interest payment period from time to time on the Notes
for a period not exceeding 20 consecutive quarterly periods (each an "Extension
Period"), provided that no Extension Period shall last beyond
the date of the maturity of the Notes. As a consequence of such deferral,
Distributions will also be deferred hereunder for the same period. Despite
such deferral, quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Note Issuer may further extend such Extension
Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 20 consecutive
quarterly periods or extend beyond the maturity date of the Notes. Payments
of accrued Distributions will be payable to Holders as they appear on the
books and records of the Trust on the first record date after the end of
the Extension Period. Upon the termination of any Extension Period and
the payment of all amounts then due, the Note Issuer may commence a new
Extension Period, subject to the above requirements.

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


_____________________

ASSIGNMENT


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

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

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

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

___________________________________________________________ agent to
transfer this Capital

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

Date: _______________________

Signature: __________________

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

Signature Guarantee*: ___________________________________

__________________________________

*Signature must be guaranteed by an "eligible guarantor institution"
that is a bank, stockbroker, savings

and loan association or credit union meeting the requirements of the
Registrar, which

requirements include membership or participation in the Securities
Transfer Agents Medallion Program

("STAM") or such other "signature guarantee program" as may be determined
by the

Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities and

Exchange Act of 1934, as amended.

 





EXHIBIT A-2

FORM OF COMMON SECURITY CERTIFICATE


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

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

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

Certificate Number

__-R_____________


BAC CAPITAL TRUST II

___% Common Securities

(liquidation amount $25 per Common Security)


              
BAC CAPITAL TRUST II, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that BANK OF AMERICA
CORPORATION (the "Holder") is the registered owner of ______ common securities
of the Trust representing undivided common beneficial interests in the
assets of the Trust designated the ___% Common Securities (liquidation
amount $25 per Common Security) (the "Common Securities"). The Common Securities
are transferable on the books and records of the Trust, in person or by
a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions
of the Amended and Restated Declaration of Trust of the Trust dated as
of January 24, 2002, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used herein
but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Common Securities Guarantee to
the extent provided therein. The Declaration permits the Sponsor to dissolve
the Trust at any time. The Sponsor will provide a copy of the Declaration,
the Common Securities Guarantee and the Indenture to a Holder without charge
upon written request to the Sponsor at its principal place of business.

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

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

            IN
WITNESS WHEREOF, the Trust has executed this certificate as of ________,
20___.

BAC CAPITAL TRUST II
By:________________________________

Name: Karen A. Gosnell

Title: Regular Trustee











 

 


CERTIFICATE OF AUTHENTICATION


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

Dated:

THE BANK OF NEW YORK

as Property Trustee
By:________________________________

Name:

Title:











 

 


[FORM OF REVERSE OF SECURITY]


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

             
Except as otherwise described below, Distributions on the Common Securities
will be cumulative, will accrue from the date of original issuance and
will be payable quarterly in arrears on February 1, May 1, August 1 and
November 1 of each year, commencing on May 1, 2002, to Holders of record
15 days prior to such payment dates, which payment dates shall correspond
to the interest payment dates on the Notes. The Note Issuer has the right
under the Indenture to defer payments of interest by extending the interest
payment period from time to time on the Notes for a period not exceeding
20 consecutive quarterly periods (each an "Extension Period"), providedthat
no Extension Period shall last beyond the date of the maturity of the Notes.
As a consequence of such deferral, Distributions will also be deferred
hereunder for the same period. Despite such deferral, quarterly Distributions
will continue to accrue with interest thereon (to the extent permitted
by applicable law) at the Coupon Rate compounded quarterly during any such
Extension Period. Prior to the termination of any such Extension Period,
the Note Issuer may further extend such Extension Period; providedthat
such Extension Period together with all such previous and further extensions
thereof may not exceed 20 consecutive quarterly periods or extend beyond
the maturity date of the Notes. Payments of accrued Distributions will
be payable to Holders as they appear on the books and records of the Trust
on the first record date after the end of the Extension Period. Upon the
termination of any Extension Period and the payment of all amounts then
due, the Note Issuer may commence a new Extension Period, subject to the
above requirements.

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

 

 




_____________________

ASSIGNMENT


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

                                             
(Insert address and zip code of assignee)

and irrevocably appoints ________________________________________ ___________________________________________________________________________________
agent to transfer this Common Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date: _______________________

Signature: ___________________________________

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

Signature Guarantee*: _________________________________

 

 

 

____________________________________________

*Signature must be guaranteed by an "eligible guarantor institution"
that is a bank, stockbroker, savings and

loan association or credit union meeting the requirements of the Registrar,
which requirements include

membership or participation in the Securities Transfer Agents Medallion
Program ("STAMP") or such other

"signature guarantee program" as may be determined by the Registrar
in addition to , or in substitution for, STAMP,

all in accordance with the Securities and Exchange Act of 1934, as
amended.