<PAGE>

                                                                     Exhibit 4.5

































                        ================================


                              DECLARATION OF TRUST

                               BAC CAPITAL TRUST I

                         Dated as of September 26, 2001


                        ================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
                                         ARTICLE 1
                                        DEFINITIONS

SECTION 1.1    Definitions ....................................................     1

                                         ARTICLE 2
                                       ORGANIZATION

SECTION 2.1    Name ...........................................................     3
SECTION 2.2    Office .........................................................     3
SECTION 2.3    Purpose ........................................................     4
SECTION 2.4    Authority ......................................................     4
SECTION 2.5    Title to Property of the Trust .................................     4
SECTION 2.6    Powers of the Trustees .........................................     4
SECTION 2.7    Filing of Certificate of Trust .................................     5
SECTION 2.8    Duration of Trust ..............................................     5
SECTION 2.9    Responsibilities of the Sponsor ................................     5
SECTION 2.10   Declaration Binding on Securities Holders ......................     6

                                         ARTICLE 3
                                         TRUSTEES

SECTION 3.1    Trustees .......................................................     6
SECTION 3.2    Regular Trustees ...............................................     6
SECTION 3.3    Delaware Trustee ...............................................     7
SECTION 3.4    Property Trustee ...............................................     7
SECTION 3.5    Not Responsible for Recitals or Sufficiency of Declaration .....     7

                                         ARTICLE 4
           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1    Exculpation ....................................................     7
SECTION 4.2    Fiduciary Duty .................................................     8
SECTION 4.3    Indemnification ................................................     9
SECTION 4.4    Outside Businesses .............................................    12

                                         ARTICLE 5
                          AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1    Amendments .....................................................    12
SECTION 5.2    Termination of Trust ...........................................    12
SECTION 5.3    Governing Law ..................................................    13
SECTION 5.4    Headings .......................................................    13
SECTION 5.5    Successors and Assigns .........................................    13
SECTION 5.6    Partial Enforceability .........................................    13
SECTION 5.7    Counterparts ...................................................    13
</TABLE>

                                       -i-

<PAGE>

                              DECLARATION OF TRUST
                                       OF
                               BAC CAPITAL TRUST I

     THIS DECLARATION OF TRUST ("Declaration") dated and effective as of
September __, 2001 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 Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Notes of the Note Issuer (as defined herein); and

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust
constitute 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 exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust, subject
to the provisions of this Declaration.

                                    ARTICLE 1

                                   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 unless otherwise specified;

     (c)   all references to "the Declaration" or "this Declaration" are to this
           Declaration of Trust as modified, supplemented or amended from time
           to time;

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

     (e)   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.

<PAGE>

          "Business Day" means any day other than a day on which federal or
           ------------
     state banking institutions in New York, New York and 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 (S) 3801 et seq., as it may be amended from time to
           ------- ----          -- ---
     time, or any successor legislation.

          "Commission" means the Securities and Exchange Commission.
           ----------

          "Common Security" means a security representing an undivided
           ---------------
     beneficial interest in the assets of the Trust with such terms as may be
     set out in any amendment to this Declaration.

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

          "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 employee or agent of the Trust or its
     Affiliates.

          "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.

          "Delaware Trustee" has the meaning set forth in Section 3.1.
           ----------------

          "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
           ----------------------------
     4.3(b).

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

          "Indenture" means the Indenture dated as of November 27, 1996 between
           ---------
     the Company and the Note Trustee and any indenture supplemental thereto, or
     any other replacement or alternate indenture, pursuant to which the Notes
     are to be issued.

          "Note Issuer" means the Company in its capacity as the issuer of the
           -----------
     Notes under the Indenture.

          "Notes" means the series of Notes to be issued by the Note Issuer and
           -----
     acquired by the Trust.

          "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.

                                        2

<PAGE>

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

          "Preferred Security" means a security representing a preferred
           ------------------
     undivided beneficial interest in the assets of the Trust with such terms as
     may be set out in any amendment to this Declaration.

          "Property Trustee" has the meaning set forth in Section 3.4.
           ----------------

          "Regular Trustee" means any Trustee other than the Delaware Trustee
           ---------------
     and the Property Trustee (as hereinafter defined).

          "Securities" means the Common Securities and the Preferred Securities.
           ----------

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

          "Sponsor" means the Company in its capacity as sponsor of the Trust.
           -------

          "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.

                                    ARTICLE 2
                                  ORGANIZATION

     SECTION 2.1 Name.
                 ----

     The Trust created by this Declaration is named "BAC Capital Trust I." The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

     SECTION 2.2 Office.
                 ------

     The address of the principal office of the Trust is c/o Bank of America
Corporation, Corporate Treasury Division, Bank of America Corporate Center, 100
North Tryon Street, 23/rd/ Floor, Charlotte, North Carolina 28255. At any time,
the Regular Trustees may designate another principal office.

                                        3

<PAGE>

     SECTION 2.3 Purpose.
                 -------

     The exclusive purposes and functions of the Trust are (a) to issue and sell
the 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 2.4 Authority.
                 ---------

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

     SECTION 2.5 Title to Property of the Trust.
                 ------------------------------

     Legal title to all assets of the Trust shall be vested in the Trust.

     SECTION 2.6 Powers of the Trustees.
                 ----------------------

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

          (a)    to issue and sell the Preferred Securities and the Common
     Securities in accordance with this Declaration; provided, however, that the
                                                     --------  -------
     Trust may issue no more than one series of Preferred 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 the Securities shall be limited to a one-time, simultaneous
     issuance of both Preferred Securities and Common Securities;

          (b)    in connection with the issue and sale of the Preferred
     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 in relation to the Preferred Securities;

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

                                        4

<PAGE>

                 (iii) to determine whether to list securities and to execute
          and file an application, prepared by the Sponsor, to the New York
          Stock Exchange, Inc. or any other national stock exchange or The
          Nasdaq National Market, Inc. for listing upon notice of issuance of
          any Preferred Securities;

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

                 (v)   execute and enter into an underwriting agreement
          providing for the sale of the Preferred Securities;

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

          (d)    to incur expenses which are necessary or incidental to carry
     out any of the purposes of this Declaration; and

          (e)    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.

     SECTION 2.7 Filing of Certificate of Trust.
                 ------------------------------

     On or after the date of execution of this Declaration, the Trustees shall
cause the Certificate of Trust for the Trust (the "Certificate of Trust") in the
form attached hereto as Exhibit A to be filed with the Secretary of State of the
State of Delaware.

     SECTION 2.8 Duration of Trust.
                 -----------------

     The Trust, absent termination pursuant to the provisions of Section 5.2,
shall have existence for 55 years from January 1, 2001.

     SECTION 2.9 Responsibilities of the Sponsor.
                 -------------------------------

     In connection with the issue and sale of the Preferred 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 Preferred Securities,
     including any amendments thereto;

          (b)    to determine the states or other jurisdictions in which to take
     appropriate action to qualify or register for sale all or part of the
     Preferred Securities and to take any and all such actions, 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

                                        5

<PAGE>

     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 an application
     to the New York Stock Exchange, Inc. or any other national stock exchange
     or the Nasdaq National Market for listing upon notice of issuance of any
     Preferred Securities;

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

          (e)    to negotiate the terms of an underwriting agreement providing
     for the sale of the Preferred Securities.

     SECTION 2.10   Declaration Binding on Securities Holders.
                    -----------------------------------------

     Every Person by virtue of having become a holder of a Security or any
interest therein 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.

                                    ARTICLE 3
                                    TRUSTEES

     SECTION 3.1 Trustees.
                 --------

     The number of Trustees initially shall be three, and thereafter the number
of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however, that the number
                                              --------  -------
of Trustees shall in no event be less than two; provided further that 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"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with the Company (a "Regular Trustee").

     SECTION 3.2 Regular Trustees.
                 ----------------

     The initial Regular Trustees shall be:

     James T. Houghton and
     Karen A. Gosnell

          (a)    Except as expressly set forth in this Declaration, 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, any Regular Trustee is
     authorized to execute on behalf of the Trust any documents which the
     Regular Trustees have the power

                                        6

<PAGE>

     and authority to cause the Trust to execute pursuant to Section 2.6
     provided, that, the registration statement referred to in Section 2.6(b),
     --------  ----
     including any amendments thereto, shall be signed by a majority of the
     Regular Trustees then holding office; 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 2.6.

     SECTION 3.3 Delaware Trustee.
                 ----------------

     The initial Delaware Trustee shall be:

     The Bank of New York (Delaware)

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. 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. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

     SECTION 3.4 Property Trustee.
                 ----------------

     Prior to the issuance of the Preferred Securities and Common Securities,
the Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of an eligible trustee under the Trust Indenture Act of 1939, as
amended, by the execution of an amendment to this Declaration executed by the
Regular Trustees, the Sponsor, the Property Trustee and the Delaware Trustee.

     SECTION 3.5 Not Responsible for Recitals or Sufficiency of Declaration.
                 ----------------------------------------------------------

     The recitals contained in this Declaration 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.

                                   ARTICLE 4
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 4.1 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

                                        7

<PAGE>

     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 willful misconduct with respect to such acts or omissions;
     and

          (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 4.2 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, 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
          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; and

                                        8

<PAGE>

          (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 4.3 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),
          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) 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

                                        9

<PAGE>

         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 4.3(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 4.3(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 Common
         Security holder of the Trust.

               (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
         4.3(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 4.3(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

                                       10

<PAGE>

          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 its Common or Preferred Security holders.

               (vi)   The indemnification and advancement of expenses provided
          by, or granted pursuant to, the other paragraphs of this Section
          4.3(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 Preferred 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 4.3(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 4.3(a) is in effect. Any repeal or modification of this
          Section 4.3(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 4.3(a).

               (viii) For purposes of this Section 4.3(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 4.3(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 4.3(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 (i) the Delaware Trustee,
     (ii) any Affiliate of the Delaware Trustee, and (iii) any officers,
     directors,

                                       11

<PAGE>

          shareholders, members, partners, employees, representatives, nominees,
          custodians or agents of the Delaware Trustee (each of the Persons in
          (i) through (iii) being referred to as a "Fiduciary Indemnified
          Person") for, and to hold each Fiduciary Indemnified Person harmless
          against, any loss, liability or expense incurred without negligence or
          bad faith on its part, arising out of or in connection with the
          acceptance or administration of the trust or trusts hereunder,
          including the costs and expenses (including reasonable legal fees and
          expenses) of defending itself against, or investigating, any claim or
          liability in connection with the exercise or performance of any of its
          powers or duties hereunder. The obligation to indemnify as set forth
          in this Section 4.3(b) shall survive the termination of this
          Declaration.

     SECTION 4.4 Outside Businesses.
                 ------------------

     Any Covered Person, the Sponsor and the Delaware 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 or the Delaware 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 and the
Delaware 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 and the Delaware 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 may act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                   ARTICLE 5
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

     SECTION 5.1 Amendments.
                 ----------

     At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees, the Delaware Trustee and the Sponsor.

     SECTION 5.2 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 or the revocation of the Sponsor's
     charter;

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<PAGE>

          (iii)  upon the entry of a decree of judicial dissolution of the
     Sponsor or the Trust; and

          (iv)   before the issue of any Securities, with the consent of all of
     the Regular Trustees and the Sponsor; and

     (b)  as soon as is practicable after the occurrence of an event referred to
in Section 5.2(a), and after satisfaction of all obligations of the Trust, the
Trustees shall file a certificate of cancellation with the Secretary of State of
the State of Delaware and the Trust shall terminate.

     SECTION 5.3 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 5.4 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 5.5 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 or not so expressed.

     SECTION 5.6 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 5.7 Counterparts.
                 ------------

     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.

                                       13

<PAGE>

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


                                             /s/ JAMES T. HOUGHTON
                                             -----------------------------------
                                             Name: James T. Houghton
                                             Title: Regular Trustee


                                             /s/ KAREN A. GOSNELL
                                             -----------------------------------
                                             Name: Karen A. Gosnell
                                             Title: Regular Trustee


                                             THE BANK OF NEW YORK (DELAWARE), as
                                             Delaware Trustee

                                             By: /s/ JOHN NICHOLS
                                                 -------------------------------
                                             Name:
                                             Title:


                                             BANK OF AMERICA CORPORATION, as
                                             Sponsor


                                             By: /s/ KAREN A. GOSNELL
                                                 -------------------------------
                                             Name: Karen A. Gosnell
                                             Title: Senior Vice President

                                       14

<PAGE>

                                    EXHIBIT A

                              CERTIFICATE OF TRUST

     The undersigned, the trustees of BAC Capital Trust __, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810,
                                                           ---- --
hereby certify as follows:

          (a) The name of the business trust being formed hereby (the "Trust")
              is "BAC Capital Trust __."

          (b) The name and business address of the trustee of the Trust which
              has its principal place of business in the State of Delaware is as
              follows:

                         The Bank of New York (Delaware)
                         502 White Clay Center, Route 273
                         Newark, Delaware 19711

          (c) This Certificate of Trust shall be effective as of the date of
              filing.

     Dated: September ____, 2001



                                             ___________________________________
                                             Name: James T. Houghton
                                             Title: Regular Trustee


                                             ___________________________________
                                             Name: Karen A. Gosnell
                                             Title: Regular Trustee


                                             THE BANK OF NEW YORK (DELAWARE), as
                                             Delaware Trustee

                                             By: _______________________________
                                             Name:
                                             Title:

                                       15