<PAGE>
                                                                     Exhibit 4.9































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


                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST


                              BAC CAPITAL TRUST __


                         Dated as of [__________, ____]


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








<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>
ARTICLE 1    INTERPRETATION AND DEFINITIONS ......................................................     1

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

ARTICLE 2    TRUST INDENTURE ACT .................................................................     8

     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 ........................................................................    12

     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 .............................................................................    24

     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 ............................................................................    25

     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
</TABLE>


                                       i

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>
     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 .......................................................................    30

     SECTION 6.1    Distributions ................................................................    30

ARTICLE 7    ISSUANCE OF SECURITIES ..............................................................    30

     SECTION 7.1    General Provisions Regarding Securities ......................................    30
     SECTION 7.2    Paying Agent .................................................................    32

ARTICLE 8    TERMINATION OF TRUST ................................................................    32

     SECTION 8.1    Termination of Trust .........................................................    32

ARTICLE 9    TRANSFER OF INTERESTS ...............................................................    33

     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 ................    36

     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 ...........................................................    41

ARTICLE 11   ACCOUNTING ..........................................................................    41

     SECTION 11.1   Fiscal Year ..................................................................    41
</TABLE>


                                       ii

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                              Page
<S>                                                                                           <C>
     SECTION 11.2   Certain Accounting Matters ............................................     41
     SECTION 11.3   Banking ...............................................................     42
     SECTION 11.4   Withholding ...........................................................     42

ARTICLE 12    AMENDMENTS AND MEETINGS .....................................................     42

     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 ....................     45

     SECTION 13.1   Representations and Warranties of Property Trustee ....................     45
     SECTION 13.2   Representations and Warranties of Delaware Trustee ....................     46

ARTICLE 14    MISCELLANEOUS ...............................................................     47

     SECTION 14.1   Notices ...............................................................     47
     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
</TABLE>


                                      iii

<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.


                                       iv

<PAGE>

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                              BAC CAPITAL TRUST __

     THIS AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of [__________ __, ____] 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 __(the
"Trust"), a trust under the Business Trust Act (as defined herein), pursuant to
a Declaration of Trust dated as of [__________ __, ____] (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 1
                         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,
     and Annex I and Exhibits A-1 and A-2 shall be a part of this Declaration;

<PAGE>


          (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 [__]%
Capital Securities," (liquidation amount of $___ per 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 [________, ____], 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


                                       2

<PAGE>

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 [__]% Common
Securities," (liquidation amount of $___ 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 [__________, ____], 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.


                                       3

<PAGE>

     "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 Indenture dated as of October 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


                                       4

<PAGE>

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


                                       5

<PAGE>

          (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.
      ---------

                                       6

<PAGE>

     "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 [__________, ____], the date on which the
      ---------------
Notes shall mature, unless previously prepaid or redeemed.

     "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

                                        7

<PAGE>

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.

                                        8

<PAGE>

          (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.

                                        9

<PAGE>

     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


                                       10

<PAGE>

          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.

                                       11

<PAGE>

                                   ARTICLE 3
                                  ORGANIZATION

     SECTION 3.1  Name.
                  ----

     The Trust is named "BAC Capital Trust [__]," 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.

                                       12

<PAGE>

     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 Section316(c) of the Trust Indenture Act,
     Distributions, voting rights, redemptions and exchanges, and to issue
     relevant notices to the Holders of Capital

                                       13

<PAGE>

     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;

                                       14

<PAGE>

               (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

                                       15

<PAGE>

               (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

                                       16

<PAGE>

               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

                                       17

<PAGE>

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

                                       18

<PAGE>

          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;

                                       19

<PAGE>

               (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;

                                       20

<PAGE>

               (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

                                       21

<PAGE>

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; provided that:
                -------- ----

               (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;

                                       22

<PAGE>

               (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 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,

                                       23

<PAGE>

     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 Sponsor will purchase all of 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 the 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.

                                       24

<PAGE>

     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.

                                       25

<PAGE>

     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.

                                       26

<PAGE>

          (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.

                                       27

<PAGE>

          (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

                                       28

<PAGE>

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


                                       29

<PAGE>

     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, 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 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 Securities are subject to redemption as provided in the
     Designation of Terms.


                                       30

<PAGE>

          (c)  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.

          (d)  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.

          (e)  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.

          (f)  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.

          (g)  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

                                       31

<PAGE>

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.


                                       32

<PAGE>

                                   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.


                                       33

<PAGE>

     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.

                                       34

<PAGE>

     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

                                       35

<PAGE>

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.

                                       36

<PAGE>

     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.

                                       37

<PAGE>

     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

                                       38

<PAGE>

          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.

                                       39

<PAGE>

               (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.


                                       40

<PAGE>

     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.


                                       41

<PAGE>

     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:


                                       42

<PAGE>

               (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;


                                       43

<PAGE>

               (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


                                       44

<PAGE>

          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;


                                       45

<PAGE>

          (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.


                                       46

<PAGE>

                                   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 I
                    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

                                       47

<PAGE>

                    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


                                       48

<PAGE>

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.


                                       49

<PAGE>

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


                                 ___________________________________________
                                 Karen A. Gosnell, as Regular Trustee


                                 ___________________________________________
                                 James T. Houghton, as Regular Trustee


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

                                 By:   _____________________________________
                                       Name:
                                       Title:


                                 THE BANK OF NEW YORK,
                                 as Property Trustee

                                 By:   _____________________________________
                                       Name:
                                       Title:


                                 BANK OF AMERICA CORPORATION, as Sponsor

                                 By:   _____________________________________
                                       Name:
                                       Title:


                                       50

<PAGE>

                                     ANNEX I

                             BAC CAPITAL TRUST [__]
                             DESIGNATION OF TERMS OF
                           __% CAPITAL SECURITIES AND
                              __% COMMON SECURITIES

     Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust,
dated as of [__________, ____] (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. [_________] Capital Securities of the Trust
          ------------------
(liquidation amount of $[__] per Security) with an aggregate liquidation amount
with respect to the assets of the Trust of [$_________], are hereby designated
for purposes of identification only as "BAC Capital Trust [__]% Capital
Securities" (the "Capital Securities"). 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. [_________] Common Securities of the Trust
          -----------------
(liquidation amount of $[__] per Security) with an aggregate liquidation amount
with respect to the assets of the Trust of [$_________], are hereby designated
for purposes of identification only as "BAC Capital Trust [__]% Common
Securities" (the "Common Securities"). 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 __% (the "Coupon Rate") of the stated liquidation amount of $[__] per
Security, such rate being the rate of interest payable on the Notes to be held
by the Property Trustee. Distributions in arrears for more than one quarterly
[semi-annual] period will bear interest thereon compounded quarterly
[semi-annually] 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.

     (b)  Distributions on the Securities will be cumulative, will accrue from
[_________, ____] and will be payable quarterly [semi-annually] in arrears, on
January 15, April 15, July 15

                                       I-1

<PAGE>

and October 15 [January 15 and July 15] of each year, commencing on January 15,
[____], 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 [semi-annual] 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 [semi-annual] Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly [semi-annually] 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 [semi-annual] 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 not continue to remain in Book-Entry
only form, the regular record dates for the Capital Securities shall be the
January 1, April 1, July 1 and October 1 [January 1 and July 1] 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

                                       I-2

<PAGE>

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 of the Securities 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 of
Securities after satisfaction of liabilities of creditors an amount equal to the
aggregate of the stated liquidation amount of $[__] 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 __________, 20__ 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.

                                      I-3

<PAGE>

          (ii)  In the event of a Special Event Prepayment prior to
     [_________,____], 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 [_________, ____], 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(f)(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 principal amount equal to the
aggregate state 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 [semi-annual] 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 will be given by the Trust by
     mail to each Holder of Securities to be redeemed or exchanged 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(f)(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

                                       I-4

<PAGE>

     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 proceeds of such
     redemption 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

                                       I-5

<PAGE>

     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 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 greater than 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

                                       I-6

<PAGE>

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.

     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
-------- ----

                                       I-7

<PAGE>

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 of Securities 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 as 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.

                                       I-8

<PAGE>

     (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 on 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 as a consent under the Indenture would require the
--------  -------
consent of the holders of as 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 of
Securities 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.
         -------

     Unless otherwise determined by the Regular Trustees, the Capital Securities
shall not be listed for quotation on any stock exchange.

     11. 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.

                                       I-9

<PAGE>

     12. No Preemptive Rights.
         --------------------

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

     13. 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.

                                      I-10

<PAGE>

         Dated:   __________, [____]


                                                BANK OF AMERICA CORPORATION
                                                as Sponsor

                                                By: ____________________________
                                                         [________________]
                                                        Senior Vice President

         Accepted:

         BAC Capital Trust [__]



         ________________________
         James T. Houghton
         Regular Trustee


         ________________________
         Karen A. Gosnell
         Regular Trustee

                                      I-11

<PAGE>


                                   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. [_________]

                Certificate Evidencing ______ Capital Securities
                      (aggregate liquidation amount $[__])

                                       of

                             BAC CAPITAL TRUST [__]


                             ___% Capital Securities
                 (liquidation amount $[__] per Capital Security)

     BAC CAPITAL TRUST [__], 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 $[__] 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,


                                      A1-1

<PAGE>

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 [_________,____], 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
[________, ____].

                             BAC CAPITAL TRUST [__]


                             By:________________________________
                             Name: Karen A. Gosnell
                             Title: Regular Trustee


                                      A1-2

<PAGE>

                          [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 $[__] 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 period will bear interest thereon compounded quarterly
[semi-annually] 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 [semi-annually] in arrears on January 15, April
15, July 15 and October 15 [January 15 and July 15] of each year, commencing on
January 15, [____] 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 1, April 1, July 1 or October 1 [January 1 and July
1]. 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 [semi-annual] 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 [semi-annual] Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly [semi-annually] 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 [semi-annual] 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.


                                       A1-3

<PAGE>

                              ---------------------

                                   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 using meeting
     the requirements in the Securities Transfer Agents Medallion Program
     ("STAMP") or such other "signature guarantee program" as may be determined
     by the Reigisterin addition to, or in substitution for, STAMP, all in
     accordance with the Securities and Exchange Act of 1934, as amended.


                                       A1-4

<PAGE>

                                   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_____________


                 Certificate Evidencing ______ Common Securities
                      (aggregate liquidation amount $[__])

                                       of

                             BAC CAPITAL TRUST [__]


                             ___% Common Securities
                 (liquidation amount $[__] per Common Security)

         BAC CAPITAL TRUST [__], 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


                                       A2-1

<PAGE>

undivided common beneficial interests in the assets of the Trust designated the
___% Common Securities (liquidation amount $[__] 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 [_________ ____], 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
[________, ____].

                                BAC CAPITAL TRUST [__]


                                By:________________________________
                                Name: Karen A. Gosnell
                                Title: Regular Trustee


                                      A2-2

<PAGE>

                          [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 $[__] 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 [semi-annually]. 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 [semi-annually] in arrears on January 15, April 15, July 15
and October 15 [January 15 and July 15] of each year, commencing on January 15,
[____], 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 [semi-annual] 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 [semi-annual] Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly [semi-annually] 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 [semi-annual] 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.

                                      A2-3

<PAGE>

                              _____________________

                                   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/1/:  _______________________________________________________



___________________

/1/  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.

                                      A2-4