CAPITAL
SECURITIES GUARANTEE AGREEMENT  


BAC
Capital Trust XI 6 5/8% Capital Securities


Dated
as of May 23, 2006












ARTICLE 1

DEFINITIONS AND INTERPRETATION


SECTION 1.1...... Definitions and
Interpretation.............................................................................. 1


ARTICLE 2

TRUST INDENTURE ACT


SECTION 2.1...... Trust Indenture Act; Application......................................................................... 5


SECTION 2.2...... Lists of Holders of Securities.............................................................................. 5


SECTION 2.3...... Reports by the Capital Securities Guarantee
Trustee............................................ 5


SECTION 2.4...... Periodic Reports to Capital Securities
Guarantee Trustee.................................... 5


SECTION 2.5...... Evidence of Compliance with Conditions Precedent............................................ 5


SECTION 2.6...... Events of Default; Waiver................................................................................... 6


SECTION 2.7...... Event of Default; Notice..................................................................................... 6


SECTION 2.8...... Conflicting
Interests............................................................................................ 6


ARTICLE 3

POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES GUARANTEE TRUSTEE


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


SECTION 3.2...... Certain Rights of Capital Securities
Guarantee Trustee......................................... 8


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


ARTICLE 4

CAPITAL SECURITIES GUARANTEE TRUSTEE


SECTION 4.1...... Capital Securities Guarantee Trustee;
Eligibility.................................................. 10


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


ARTICLE 5

GUARANTEE


SECTION 5.1...... Guarantee........................................................................................................ 12


SECTION 5.2...... Waiver of Notice and Demand......................................................................... 12


SECTION 5.3...... Obligations Not Affected.................................................................................. 12


SECTION 5.4...... Rights of Holders.............................................................................................. 13


SECTION 5.5...... Guarantee of Payment...................................................................................... 13


SECTION 5.6...... Subrogation...................................................................................................... 13


SECTION 5.7...... Independent
Obligations................................................................................... 14


ARTICLE 6

LIMITATION OF TRANSACTIONS; SUBORDINATION


SECTION 6.1...... Limitation of Transactions................................................................................. 14


SECTION 6.2...... Ranking............................................................................................................ 14


ARTICLE 7

TERMINATION


SECTION 7.1...... Termination...................................................................................................... 15


ARTICLE 8

INDEMNIFICATION


SECTION 8.1...... Exculpation...................................................................................................... 15


SECTION 8.2...... Indemnification................................................................................................. 15


ARTICLE 9

MISCELLANEOUS


SECTION 9.1...... Successors and Assigns.................................................................................... 16


SECTION 9.2...... Amendments.................................................................................................... 16


SECTION 9.3...... Notices............................................................................................................ 16


SECTION 9.4...... Benefit............................................................................................................. 17


SECTION 9.5...... Governing Law................................................................................................. 17












CROSS-REFERENCE
TABLE*


Section of

            Trust Indenture Act                                                                   Section
of

            of 1939,
as amended                                                                 Declaration


310(a)...............................................................................       4.1(a)


310(c)...............................................................................       Inapplicable


311(c)...............................................................................       Inapplicable


312(a)...............................................................................       2.2(a)


312(b)...............................................................................       2.2(b)


313...................................................................................       2.3


314(a)...............................................................................       2.4


314(b)...............................................................................       Inapplicable


314(c)...............................................................................       2.5


314(d)...............................................................................       Inapplicable


314(f)................................................................................       Inapplicable


315(a)...............................................................................       3.1(d)


315(c)...............................................................................       3.1(c)


315(d)...............................................................................       3.1(d)


_______________


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


 
















CAPITAL
SECURITIES GUARANTEE AGREEMENT


This GUARANTEE AGREEMENT (the
"Capital Securities Guarantee"), dated as of May 23, 2006, is executed and
delivered by BANK OF AMERICA CORPORATION, a Delaware corporation (the "Guarantor"),
and THE BANK OF NEW YORK, a New York banking corporation, as trustee
(the "Capital Securities Guarantee Trustee"), for the benefit of the Holders
(as defined herein) from time to time of the Capital Securities (as defined
herein) of BAC Capital Trust XI, a Delaware statutory trust (the "Issuer").


WHEREAS, pursuant to an Amended
and Restated Declaration of Trust (the "Declaration"), dated as of May 15, 2006,
among the trustees of the Issuer named therein, the Guarantor, as sponsor, and
the holders from time to time of undivided beneficial interests in the assets
of the Issuer, the Issuer is issuing on the date hereof 1,000,000 Capital
Securities representing undivided preferred beneficial interests in the assets
of the Issuer, designated the BAC Capital Trust XI 6 5/8% Capital Securities
(the "Capital Securities"), initially in the aggregate liquidation amount of $1,000,000,000;
and


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


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


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


ARTICLE 1

DEFINITIONS AND INTERPRETATION


SECTION 1.1  
Definitions and Interpretation.  


In this Capital
Securities Guarantee, unless the context otherwise requires:


(a)        Capitalized
terms used in this Capital Securities Guarantee but not defined in the preamble
above have the respective meanings assigned to them in this Section 1.1;


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





                                                         
1






 


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


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


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


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


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


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


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


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


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


"Capital Securities" means the total number of
BAC Capital Trust XI 6 5/8% Capital Securities (liquidation amount $1,000 per
Capital Security) issued pursuant to the Declaration representing undivided
preferred beneficial interests in the assets of the Issuer.


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


"Corporate Trust Office" means the office of the
Capital Securities Guarantee Trustee at which the corporate trust business of
the Capital Securities Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Agreement is located at 101 Barclay Street, 8 West, New York, New York 10286.


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





                                                                                              
2






 


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


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


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


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


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


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


"Notes" means the series of junior subordinated
debt securities of the Guarantor designated the 6 5/8% Junior Subordinated
Notes, due 2036, held by the Property Trustee of the Issuer on behalf of the
Trust.



 





                                                                                           
3



 


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


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


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


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


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


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


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


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


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


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





                                                                                          
4




 


ARTICLE 2

TRUST INDENTURE ACT


SECTION 2.1  
Trust Indenture Act; Application.  


(a)        This
Capital Securities Guarantee is subject to the provisions of the Trust
Indenture Act that are required to be part of this Capital Securities Guarantee
and shall, to the extent applicable, be governed by such provisions; and


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


SECTION 2.2  
Lists of Holders of Securities.  


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


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


SECTION 2.3  
Reports by the Capital Securities Guarantee Trustee.  


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


SECTION 2.4  
Periodic Reports to Capital Securities Guarantee Trustee.  


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


SECTION 2.5  
Evidence of Compliance with Conditions Precedent.  


The Guarantor shall provide to the Capital Securities
Guarantee Trustee such evidence of compliance with any conditions precedent, if
any, provided for in this Capital





                                                                                        
5






 Securities Guarantee that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act.  Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.


SECTION 2.6  
Events of Default; Waiver.  


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


SECTION 2.7  
Event of Default; Notice.  


(a)        The Capital
Securities Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders
of the Capital Securities, notices of all Events of Default actually known to a
Responsible Officer of the Capital Securities Guarantee Trustee, unless such
defaults have been cured before the giving of such notice, provided that
the Capital Securities Guarantee Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Capital Securities
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders.


(b)        The Capital
Securities Guarantee Trustee shall not be deemed to have knowledge of any Event
of Default unless a Responsible Officer of the Capital Securities Guarantee
Trustee shall have received written notice thereof, or unless a Responsible
Officer of the Capital Securities Guarantee Trustee charged with the
administration of the Declaration shall have obtained actual knowledge thereof.


SECTION 2.8  
Conflicting Interests.  


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


ARTICLE 3

POWERS, DUTIES AND RIGHTS OF

CAPITAL SECURITIES GUARANTEE TRUSTEE


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


(a)        This Capital
Securities Guarantee shall be held by the Capital Securities Guarantee Trustee
for the benefit of the Holders, and the Capital Securities Guarantee Trustee
shall not transfer this Capital Securities Guarantee to any Person except a
Holder of Capital Securities exercising his or her rights pursuant to Section
5.4(b) or to a Successor Capital Securities Guarantee Trustee on acceptance by
such Successor Capital Securities Guarantee Trustee of its appointment to act
as Successor Capital Securities Guarantee Trustee.  The right,





                                                                                           
6






 title and
interest of the Capital Securities Guarantee Trustee shall automatically vest
in any Successor Capital Securities Guarantee Trustee, and such vesting and
cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Capital Securities Guarantee Trustee.


(b)        If an Event of
Default actually known to a Responsible Officer of the Capital Securities
Guarantee Trustee has occurred and is continuing, the Capital Securities
Guarantee Trustee shall enforce this Capital Securities Guarantee for the
benefit of the Holders.


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


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


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


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


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





                                                                             
7






 


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


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


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


SECTION 3.2  
Certain Rights of Capital Securities Guarantee Trustee.  


(a)        Subject to the
provisions of Section 3.1:


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


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


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


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





                                                                                     
8






 


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


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


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


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


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


(x)        Whenever
in the administration of this Capital Securities Guarantee the Capital
Securities Guarantee Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other action
hereunder, the Capital





                                                                                      
9






 Securities Guarantee Trustee (i) may request
instructions from the Holders of a Majority in liquidation amount of the
Securities, (ii) may refrain from enforcing such remedy or right or taking such
other action until such instructions are received, and (iii) shall be protected
in conclusively relying on or acting in accordance with such instructions.


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


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


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


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


ARTICLE 4

CAPITAL SECURITIES GUARANTEE TRUSTEE


SECTION 4.1  
Capital Securities Guarantee Trustee; Eligibility.  


(a)        There shall at all
times be a Capital Securities Guarantee Trustee which shall:


(i)         not
be an Affiliate of the Guarantor; and


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





                                                                                      
10






 


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


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


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


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


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


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


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


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


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





                                                                                                  
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ARTICLE 5

GUARANTEE


SECTION 5.1  
Guarantee.  


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


SECTION 5.2  
Waiver of Notice and Demand.  


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


SECTION 5.3  
Obligations Not Affected.  


The obligations, covenants, agreements and duties of the
Guarantor under this Capital Securities Guarantee shall in no way be affected
or impaired by reason of the happening from time to time of any of the
following:


(a)        the release or
waiver, by operation of law or otherwise, of the performance or observance by
the Issuer of any express or implied agreement, covenant, term or condition
relating to the Capital Securities to be performed or observed by the Issuer;


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


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


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


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





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


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


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


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


SECTION 5.4  
Rights of Holders.  


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


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


SECTION 5.5  
Guarantee of Payment.  


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


SECTION 5.6  
Subrogation.  


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





                                                                                        
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SECTION 5.7  
Independent Obligations.  


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


ARTICLE 6

LIMITATION OF TRANSACTIONS; SUBORDINATION


SECTION 6.1  
Limitation of Transactions.  


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


SECTION 6.2  
Ranking.  


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





                                                                                            
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ARTICLE 7

TERMINATION


SECTION 7.1  
Termination.  


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


ARTICLE 8

INDEMNIFICATION


SECTION 8.1  
Exculpation.  


            (a)        No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such Indemnified
Person in good faith in accordance with this Capital Securities Guarantee and
in a manner that such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this Capital
Securities Guarantee or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's negligence or willful misconduct with respect to such acts
or omissions.


            (b)        An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Guarantor and upon such information, opinions, reports or
statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Guarantor, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Capital Securities might properly be paid.


SECTION 8.2  
Indemnification.  


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





                                                                                          
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ARTICLE 9

MISCELLANEOUS


SECTION 9.1  
Successors and Assigns.  


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


SECTION 9.2  
Amendments.  


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


SECTION 9.3  
Notices.  


All notices provided for in this Capital Securities
Guarantee shall be in writing, duly signed by the party giving such notice, and
shall be delivered, faxed or mailed by first class mail, as follows:


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


The Bank of
New York

                                    101 Barclay
Street, 8 West

                                    New York,
New York 10286

                                    Attention: 
Corporate Trust Trustee Administration

                                    Facsimile: 
(904) 645-1921


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


Bank of
America Corporation

                                    Bank of
America Corporate Center

                                    100 North
Tryon Street

                                    NC1-007-07-06

                                    Charlotte,
North Carolina 28255

                                    Attention: 
Corporate Treasury-Securities Administration

                                    Facsimile:  (704) 386-0270





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


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


SECTION 9.4  
Benefit.  


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


SECTION 9.5  
Governing Law.  


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


[Signature
page follows.]





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


BANK OF AMERICA CORPORATION, as
Guarantor






By:   /s/ KAREN A. GOSNELL

Name:    Karen A. Gosnell

Title:     Senior Vice President


THE BANK OF NEW YORK, as Capital
Securities Guarantee Trustee






By: /s/ VAN K. BROWN

Name:  Van K. Brown

Title:  Vice President









  

 

 

                                                                                     
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