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


ELEVENTH SUPPLEMENTAL
INDENTURE


between


BANK OF AMERICA
CORPORATION


and


THE BANK OF NEW YORK


Dated as of May 23,
2006


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
















TABLE OF CONTENTS




	
  ARTICLE 1  DEFINITIONS

  	
  4

  
	
  SECTION 1.1  Definition of Terms

  	
  4

  
	
  ARTICLE 2  GENERAL TERMS AND CONDITIONS OF THE
  NOTES

  	
  7

  
	
  SECTION 2.1  Designation and
  Principal Amount

  	
  7

  
	
  SECTION 2.2  Maturity

  	
  7

  
	
  SECTION 2.3  Form and Payment.

  	
  7

  
	
  SECTION 2.4  Global Form

  	
  8

  
	
  SECTION 2.5  Interest.

  	
  9

  
	
  ARTICLE 3  PREPAYMENT OF THE NOTES

  	
  10

  
	
  SECTION 3.1  Special Event
  Prepayment

  	
  10

  
	
  SECTION 3.2  Optional Prepayment
  by Company

  	
  10

  
	
  SECTION 3.3  No Sinking Fund

  	
  10

  
	
  ARTICLE 4  EXTENSION OF INTEREST PAYMENT PERIOD

  	
  11

  
	
  SECTION 4.1  Extension of
  Interest Payment Period

  	
  11

  
	
  SECTION 4.2  Notice of Extension

  	
  11

  
	
  SECTION 4.3  Limitation of Transactions

  	
  12

  
	
  ARTICLE 5  EXPENSES

  	
  12

  
	
  SECTION 5.1  Payment of Expenses

  	
  12

  
	
  SECTION 5.2  Payment Upon Resignation or Removal

  	
  13

  
	
  ARTICLE 6  COVENANT TO LIST ON EXCHANGE

  	
  13

  
	
  SECTION 6.1  Listing on an Exchange

  	
  13

  
	
  ARTICLE 7  FORM OF NOTE

  	
  13

  
	
  SECTION 7.1  Form of Note

  	
  13

  
	
  ARTICLE 8  ORIGINAL ISSUE OF NOTES

  	
  21

  
	
  SECTION 8.1  Original Issue of Notes

  	
  21

  
	
  ARTICLE 9  MISCELLANEOUS

  	
  21

  
	
  SECTION 9.1  Ratification of
  Indenture

  	
  21

  
	
  SECTION 9.2  Trustee Not Responsible
  for Recitals

  	
  21

  
	
  SECTION 9.3  Governing Law

  	
  21

  
	
  SECTION 9.4  Severability

  	
  21

  
	
  SECTION 9.5  Counterparts

  	
  21

  





 







ELEVENTH
SUPPLEMENTAL INDENTURE




THIS ELEVENTH
SUPPLEMENTAL INDENTURE, dated as of May 23, 2006 (the "Eleventh Supplemental
Indenture"), between BANK OF AMERICA CORPORATION, a Delaware corporation (the
"Company"), and THE BANK OF NEW YORK, as trustee (the "Trustee"), under a
Restated Indenture dated as of November 1, 2001 between the Company and the
Trustee (the "Indenture").


WHEREAS, the
Company desires to establish, under the terms of the Indenture, a series
of its securities to be known as its 6 5/8% Junior Subordinated Notes, due 2036
(the "Notes"), the form and substance of such Notes and the terms, provisions
and conditions thereof, to be set forth as provided in the Indenture and this Eleventh
Supplemental Indenture; and


WHEREAS,
under the terms of an Underwriting Agreement dated as of May 15, 2006 (the
"Underwriting Agreement"), among the Company, BAC Capital Trust XI (the
"Trust") and the Underwriters named therein (the "Underwriters"), the Trust has
agreed to sell to the Underwriters $1,000,000,000 aggregate liquidation amount
of its 6 5/8% Capital Securities (such securities being of the type referred to
in the Indenture as the "Preferred Securities" and in this Eleventh
Supplemental Indenture as the "Capital Securities"); and


WHEREAS,
pursuant to the Subscription Agreement dated as of May 15, 2006 between the
Trust and the Company (the "Subscription Agreement"), the Company has committed
to purchase all of the common securities of the Trust (the "Common
Securities"), which Common Securities shall represent at least 3% of the total
capital of the Trust; and


WHEREAS, the
Trust proposes to invest the gross proceeds from such offering of Capital
Securities, together with the gross proceeds from the issuance and sale by the
Trust of the Common Securities, in the Notes, as a result of which the Trust
will purchase initially $1,031,000,000 aggregate principal amount of the Notes;
and


WHEREAS, the
Company has requested that the Trustee execute and deliver this Eleventh
Supplemental Indenture; and 


WHEREAS, all
requirements necessary to make this Eleventh Supplemental Indenture a valid
instrument in accordance with its terms and to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee, the valid
obligations of the Company, have been performed, and the execution and delivery
of this Eleventh Supplemental Indenture have been duly authorized in all
respects.


NOW
THEREFORE, in consideration of the purchase and acceptance of the Notes by the
Holders thereof, and for the purpose of setting forth, as provided in the
Indenture, the form and substance of the Notes and the terms, provisions and
conditions thereof, the Company covenants and agrees with the Trustee as
follows:





                                                                                             
2






 


ARTICLE 1



DEFINITIONS


SECTION
1.1 Definition of Terms.


Unless the
context otherwise requires:


(a)        a term defined in the Indenture has the same
meaning when used in this Eleventh Supplemental Indenture unless otherwise
provided herein;


(b)        a term defined anywhere in this Eleventh
Supplemental Indenture has the same meaning throughout;


(c)        the singular includes the plural and vice
versa;


(d)        a reference to a Section or Article is to a
Section or Article of this Eleventh Supplemental Indenture;


(e)        headings are for convenience of reference only
and do not affect interpretation;


(f)         the following terms have the meanings given to
them in the Declaration:  (i) Business Day; (ii) Clearing Agency; (iii)
Delaware Trustee; (iv) Capital Security Certificate; (v) Depositary; (vi)
Property Trustee; and (vii) Regular Trustee;


(g)        the following terms have the meanings given to
them in this Section 1.1;


"Additional
Interest" shall have the meaning set forth in Section 2.5.


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


"Comparable Treasury Issue" means with respect to any redemption
date, the U.S. Treasury security selected by the Quotation Agent as having a
maturity comparable to the time period from the redemption date to May 23, 2036
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to this time period.  If no U.S. Treasury
security has a maturity which is within a period from three months before to
three months after May 23, 2036, the two





                                                                                                    
3






 most closely corresponding U.S.
Treasury securities shall be used as the Comparable Treasury Issue, and the
Treasury Rate shall be interpolated or extrapolated on a  straight-line basis,
rounding to the nearest month using such securities.


"Comparable
Treasury Price" means (a) the average of five Reference Treasury Dealer
Quotations for the applicable redemption date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or (b) if the Quotation
Agent obtains fewer than five such Reference Treasury Dealer Quotations, the
average of all such quotations


"Compounded
Interest" shall have the meaning set forth in Section 4.1.


"Coupon
Rate" shall have the meaning set forth in Section 2.5.


"Declaration"
means the Amended and Restated Declaration of Trust of BAC Capital Trust XI, a
Delaware statutory trust, dated as of May 15, 2006.


"Deferred
Interest" shall have the meaning set forth in Section 4.1.


"Dissolution
Election" means that, as a result of the election of the Company, as
Sponsor, the Trust is to be dissolved in accordance with the Declaration, and
the Notes held by the Property Trustee are to be distributed to the holders of
the Trust Securities issued by the Trust pro rata or in any other
manner specified in the Declaration.


"Extended
Interest Payment Period" shall have the meaning set forth in
Section 4.1.


"Global
Note" shall have the meaning set forth in Section 2.4.


"Holder"
means any person in whose name the Notes are registered on the register kept by
the Company or the Property Trustee in accordance with the terms hereof.


"Interest
Payment Date" shall have the meaning set forth in Section 2.5.


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


"Maturity
Date" means the date on which the Notes mature and on which the principal
shall be due and payable together with all accrued and unpaid interest thereon,
including Compounded Interest and Additional Interest, if any.


"Maturity
Repayment Price" means the price, at the Maturity Date, equal to the
principal amount of, plus accrued interest on, the Notes.





                                                                                               
4






 


"Non-Book-Entry
Capital Securities" shall have the meaning set forth in Section 2.4.


"Optional
Prepayment Price" shall mean with respect to the Notes, a prepayment price
equal to the greater of (a) 100% of the principal amount of the Notes being
prepaid, or (b) as determined by the Quotation Agent, the present value of
scheduled payments of principal and interest from the prepayment date to May 23,
2036, on the Notes being prepaid, discounted to the date of prepayment on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Rate plus a spread of 0.20% and, in the
case of (a) or (b), any accrued and unpaid interest thereon up to, but
excluding, the prepayment date.


"Optional
Prepayment" means prepayment prior to the Maturity Date of the Notes at the
option of the Company in whole or in part other than a Special Event
Prepayment.


"Quotation
Agent" means Banc of America Securities LLC or any successor appointed by
the Company.


"Reference
Treasury Dealer" means (1) the Quotation Agent and (2) any other primary
U.S. Government securities dealer selected by the Property Trustee after
consultation with the Company.


"Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Quotation
Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed
in each case as a percentage of its principal amount, quoted in writing to the
Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date. 


"Senior
Obligations" shall have the meaning set forth in the Indenture.  For the
avoidance of confusion, the term Senior Obligations does not include any
indebtedness that by its terms is subordinated to or ranks equally with the Notes,
including any such indebtedness that the Federal Reserve Board authorizes for
inclusion in Tier 1 capital, all limited to the extent that the classification
of such indebtedness as ranking subordinated to or equally with the Notes is
authorized under the capital rules of the Federal Reserve Board.


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


"Special
Event Prepayment" means a prepayment of the Notes, in whole but not in
part, pursuant to the occurrence of a Special Event.


"Special
Event Prepayment Price" shall mean with respect to the Notes, a prepayment
price equal to the greater of (a) 100% of the principal amount of the Notes being
prepaid, or (b) as determined by the Quotation Agent, the present value of
scheduled payments of principal and interest from the date of prepayment to May
23, 2036, on the Notes being prepaid, discounted to the date of prepayment on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Rate plus a spread

 

                                                                     
5


 

 of 0.50% and, in
the case of (a) or (b), any accrued and unpaid interest thereon up to but
excluding the date of prepayment.


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


"Treasury
Rate" means (1) the yield, under the heading which represents the average
for the week immediately prior to the date of calculation, appearing in the most
recently published statistical release designated H.15(519) or any successor
publication which is published weekly by the Federal Reserve Board and which
establishes the yield on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the time period from the redemption date to May 23,
2036, or if no maturity is within three months before or after this time
period, yields for the two published maturities most closely corresponding to
this time period will be determined and the Treasury Rate will be interpolated
or extrapolated from those yields on a straight-line basis, rounding to the
nearest month, or (2) if the release or any successor release is not published
during the week preceding the calculation date or does not contain such yields,
the annual rate equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue, expressed as a percentage of its principal amount, equal to the
Comparable Treasury Price for the redemption date.  The Treasury Rate shall be
calculated on the third business day preceding the redemption date.




ARTICLE 2



GENERAL TERMS AND CONDITIONS OF THE NOTES


SECTION
2.1 Designation and Principal Amount.


There is
hereby authorized and established under the terms of the Indenture a series of
the Company's securities designated the "6 5/8% Junior Subordinated Notes, due 2036"
limited in aggregate principal amount to no more than $1,031,000,000 which
amount shall be as





                                                                                              
6






 set forth in one or more written orders of the Company for
the authentication and delivery of the Notes pursuant to Section 2.04 of the
Indenture.


SECTION
2.2 Maturity.


The Maturity
Date for the Notes is May 23, 2036.


SECTION
2.3 Form and Payment. 


Except as
provided in Section 2.4, the Notes shall be issued in fully registered
certificated form without interest coupons.  Principal and interest on the
Notes issued in certificated form will be payable, the transfer of such Notes
will be registrable and such Notes will be exchangeable for Notes bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the option of the Company
by check mailed to the Holder at such address as shall appear in the Security
Register.  Notwithstanding the foregoing, so long as the Holder of any Notes is
the Property Trustee, the payment of the principal of and interest (including
Compounded Interest and Additional Interest, if any) on such Notes held by the
Property Trustee will be made at such place and to such account as may be
designated by the Property Trustee.


SECTION
2.4 Global Form.


(a)        In connection with a Dissolution Election,


(i)         the Notes in certificated form shall be
presented to the Trustee by the Property Trustee to be exchanged for one or
more fully registered securities representing the aggregate principal amount of
all then outstanding Notes as a Global Security to be registered in the name of
the Depositary, or its nominee (a "Global Note"), and delivered by the Trustee
to the Depositary for crediting to the accounts of its participants pursuant to
the instructions of the Regular Trustees.  Upon any such presentation, the
Company shall execute a Global Note in such aggregate principal amount and
deliver the same to the Trustee for authentication and delivery in accordance
with the Indenture and this Eleventh Supplemental Indenture.  Payments on the
Notes issued as a Global Note will be made to the Depositary; and


(ii)        if any Capital Securities are held in
certificated form and not in book-entry form, the Notes in certificated form
may be presented to the Trustee by the Property Trustee and any Capital
Security Certificate which represents Capital Securities other than Capital
Securities held by the Clearing Agency or its nominee ("Non-Book‐Entry
Capital Securities") will be deemed to represent beneficial interests in Notes
presented to the Trustee by the Property Trustee having an aggregate principal
amount equal to the aggregate liquidation amount of the Non-Book‐Entry
Capital Securities until such Capital Security Certificates are presented to
the Security Registrar for transfer or reissuance, at which time such Capital
Security Certificates will be canceled and a Note, registered in the name of
the holder of the Capital Security Certificate or the transferee of the holder
of such Capital Security Certificate, as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the Capital
Security Certificate canceled, will be executed by the Company and delivered to
the Trustee for authentication and delivery in accordance with the Indenture
and this Eleventh





                                                                                          
7






 Supplemental Indenture.  On issue of such Notes, Notes with
an equivalent aggregate principal amount that were presented by the Property
Trustee to the Trustee will be deemed to have been canceled.


(b)        A Global Note may be transferred, in whole but
not in part, only to another nominee of the Depositary, or to a successor
Depositary selected or approved by the Company or to a nominee of such
successor Depositary.


(c)        If at any time the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary or if at any
time the Depositary shall no longer be registered or in good standing under the
Exchange Act or other applicable statute or regulation, and a successor
Depositary for such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as the
case may be, the Company will execute, and, subject to Article 2 of the
Indenture, the Trustee, upon written notice from the Company, will authenticate
and make available for delivery the Notes in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Note in exchange for such Global
Note.  In addition, the Company may at any time determine that the Notes shall
no longer be represented by a Global Note.  In such event the Company will
execute, and subject to Section 2.07 of the Indenture, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver the Notes in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Note in exchange for such
Global Note.  Upon the exchange of the Global Note for such Notes in definitive
registered form without coupons, in authorized denominations, the Global Note
shall be canceled by the Trustee.  Such Notes in definitive registered form
issued in exchange for the Global Note shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee. 
The Trustee shall deliver such Notes to the Depositary for delivery to the
Persons in whose names such Securities are so registered.


SECTION
2.5 Interest. 


(a)        Each Note will bear interest at the rate of 6
5/8% per annum (the "Coupon Rate") from May 23, 2006 until the principal
thereof becomes due and payable, and on any overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the Coupon Rate, compounded semi-annually,
payable (subject to the provisions of Article 4) semi-annually in arrears on May
23 and November 23 of each year (each, an "Interest Payment Date"), beginning
on November 23, 2006, to the Person in whose name such Note or any predecessor
Note is registered at the close of business on the regular record date for such
interest installment, which, in respect of any Notes of which the Property
Trustee is the Holder of a Global Note, shall be the close of business on the
Business Day next preceding that Interest Payment Date.  Notwithstanding the
foregoing sentence, if the Capital Securities are no longer in book-entry only
form, the relevant record dates shall be the close of business on May 1 and November
1 prior to the regular Interest Payment Date.





                                                                                         
8






 


(b)        The amount of interest payable for any period
will be computed on the basis of a 360‐day year of twelve 30-day months. 
Except as provided in the following sentence, the amount of interest payable
for any period shorter than a full semi-annual period for which interest is
computed will be computed on the basis of the actual number of days elapsed in
such period. In the event that any date on which interest is payable on the
Notes is not a Business Day, then payment of interest payable on such date will
be made on the next succeeding day which 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.


(c)        If, at any time while the Property Trustee is
the Holder of any Notes, the Trust or the Property Trustee is required to pay
any taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other
domestic taxing authority, then, in any case, the Company will pay as
additional interest ("Additional Interest") on the Notes held by the Property
Trustee, such additional amounts as shall be required so that the net amounts
received and retained by the Trust and the Property Trustee after paying such
taxes, duties, assessments or other governmental charges will be equal to the
amounts the Trust and the Property Trustee would have received had no such
taxes, duties, assessments or other government charges been imposed.


ARTICLE 3



PREPAYMENT OF THE NOTES


SECTION
3.1 Special Event Prepayment.


If a Special
Event has occurred and is continuing, the Company shall have the right, upon
not less than 30 days' nor more than 60 days' notice to the Holders of the
Notes, to prepay the Notes, in whole but not in part, for cash within 90 days
following the occurrence of such Special Event (the "90-Day Period") at a
prepayment price equal to the Special Event Prepayment Price.  The Special
Event Prepayment Price shall be paid prior to 12:00 noon, New York time, on the
date of such prepayment or such earlier time as the Company determines, provided
that the Company shall deposit with the Trustee an amount sufficient to
pay the Special Event Prepayment Price by 10:00 a.m., New York time, on the
date such Special Event Prepayment Price is to be paid.


SECTION
3.2 Optional Prepayment by Company.


Subject to
the provisions of Article 14 of the Indenture, the Company shall have the right
to prepay the Notes, in whole or in part, at any time and from time to time, at
a prepayment price equal to the Optional Prepayment Price.  Any prepayment
pursuant to this paragraph will be made upon not less than 30 days' nor more
than 60 days' notice to the Holders of the Notes.  If the Notes are only partially
prepaid pursuant to this Section 3.2, the Notes will be prepaid pro rata
or by lot or by any other method utilized by the Trustee; provided that
if, at the time of prepayment, the Notes are registered as a Global Note, the
Depositary shall determine, in accordance with its procedures, the principal
amount of such Notes held by each





                                                                                                 
9






 Holder of a Note to be prepaid.  The Optional
Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date
of such prepayment or at such earlier time as the Company determines, provided
that the Company shall deposit with the Trustee an amount sufficient to
pay the Optional Prepayment Price by 10:00 a.m., New York time, on the date
such Optional Prepayment Price is to be paid.


SECTION
3.3 No Sinking Fund.


The Notes are
not entitled to the benefit of any sinking fund.


ARTICLE 4



EXTENSION OF INTEREST PAYMENT PERIOD


SECTION
4.1 Extension of Interest Payment Period.


The Company
shall have the right, at any time and from time to time during the term of the
Notes, to defer payments of interest by extending the interest payment period
of such Notes for a period not exceeding 10 consecutive semi-annual periods
(the "Extended Interest Payment Period"), during which Extended Interest
Payment Period no interest shall be due and payable; provided that
no Extended Interest Payment Period may extend beyond the Maturity Date.  To
the extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 4.1, will bear interest thereon at the Coupon Rate compounded semi-annually
for each semi-annual period of the Extended Interest Payment Period
("Compounded Interest").  At the end of the Extended Interest Payment Period,
the Company shall pay all interest accrued and unpaid on the Notes, including
any Additional Interest and Compounded Interest (together, "Deferred Interest")
that shall be payable to the Holders of the Notes in whose names the Notes are
registered in the Security Register on the first record date after the end of
the Extended Interest Payment Period.  Before the termination of any Extended
Interest Payment Period, the Company may further extend such period; provided
that such period together with all such previous and further extensions
thereof shall not exceed 10 consecutive semi-annual periods or extend beyond
the Maturity Date of the Notes.  Upon the termination of any Extended Interest
Payment Period and upon the payment of all Deferred Interest then due, the
Company may commence a new Extended Interest Payment Period, subject to the
foregoing requirements.  No interest shall be due and payable during an
Extended Interest Payment Period, except at the end thereof, but the Company
may prepay at any time all or any portion of the interest accrued during an
Extended Interest Payment Period.


SECTION
4.2 Notice of Extension.


(a)        If the Property Trustee is the only registered
Holder of the Notes at the time the Company selects an Extended Interest
Payment Period, the Company shall give written notice to the Regular Trustees,
the Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period at least one Business Day before the earlier of (i) the next
succeeding date on which Distributions on the Trust Securities issued by the
Trust are payable, or (ii) the date on which the Trust is required to give
notice of the record date, or the date on



 





                                                                                                     
10



 which such Distributions are payable,
to the New York Stock Exchange or any other exchange upon which the Notes or
Trust Securities may in the future be listed or any other applicable self‐regulatory
organization or to holders of the Capital Securities issued by the Trust, but
in any event at least one Business Day before such record date (however, in no
event shall notice be required more than 15 Business Days prior to an Interest
Payment Date).


(b)        If the Property Trustee is not the only Holder
of the Notes at the time the Company selects an Extended Interest Payment
Period, the Company shall give the Holders of the Notes and the Trustee written
notice of its selection of such Extended Interest Payment Period at least 10
Business Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Company is required to give notice of the record or
payment date of such interest payment to the New York Stock Exchange or any
other exchange upon which the Notes or Trust Securities may in the future be
listed or any other applicable self‐regulatory organization or to Holders
of the Notes (however, in no event shall notice be required more than 15 Business
Days prior to an Interest Payment Date).


(c)        The semi-annual period in which any notice is
given pursuant to paragraphs (a) or (b) of this Section 4.2 shall be counted as
one of the 10 semi-annual periods permitted in computing the maximum Extended
Interest Payment Period permitted under Section 4.1.


SECTION
4.3 Limitation of Transactions.


If (i) the
Company shall exercise its right to defer payment of interest as provided in
Section 4.1 and such Extended Interest Payment Period is continuing, or (ii)
there shall have occurred and be continuing any Event of Default or Nonpayment,
as defined in the Indenture, then (a) the Company 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 Company of its obligations under any
employee benefit plans, (ii) as a result of a reclassification of its capital
stock or the exchange or conversion of one class or series of Company capital
stock for another class or series of its capital stock or (iii) the purchase of
fractional interests in shares of its capital stock pursuant to an acquisition
or the conversion or exchange provisions of such capital stock or security
being converted or exchanged) or make any guarantee payment with respect
thereto and (b) the Company 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 Company which rank pari passu with or
junior to the Notes.





                                                                                             
11






 


ARTICLE 5



EXPENSES


SECTION
5.1 Payment of Expenses.


In connection
with the offering, sale and issuance of the Notes to the Property Trustee and
in connection with the sale of the Trust Securities by the Trust, the Company,
in its capacity as borrower with respect to the Notes, shall:


(a)        pay all costs and expenses relating to the
offering, sale and issuance of the Notes, including commissions to the
underwriters payable pursuant to the Underwriting Agreement, the compensation
of the Trustee under the Indenture in accordance with the provisions of Section
6.06 of the Indenture;


(b)        pay all costs and expenses of the Trust
(including, but not limited to, costs and expenses relating to the
organization, maintenance and dissolution of the Trust, the offering, sale and
issuance of the Trust Securities (including commissions to the underwriters
payable pursuant to the Underwriting Agreement), the fees and expenses of the
Property Trustee and the Delaware Trustee, the costs and expenses relating to
the operation of the Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of Trust assets);


(c)        be primarily and fully liable for any
indemnification obligations arising with respect to the Declaration; and


(d)        pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.


SECTION
5.2 Payment Upon Resignation or Removal.


Upon
termination of this Eleventh Supplemental Indenture or the Indenture or the
removal or resignation of the Trustee, unless otherwise stated, the Company
shall pay to the Trustee all amounts accrued to the date of such termination,
removal or resignation.  Upon termination of the Declaration or the removal or
resignation of the Delaware Trustee or the Property Trustee, as the case may
be, pursuant to Section 5.7 of the Declaration, the Company shall pay to the
Delaware Trustee or the Property Trustee, as the case may be, all amounts
accrued to the date of such termination, removal or resignation.





                                                                                                 
12






 


ARTICLE 6



COVENANT TO LIST ON EXCHANGE


SECTION
6.1 Listing on an Exchange.


If the Notes
are to be issued as a Global Note in connection with the distribution of the
Notes to the holders of the Capital Securities upon a Dissolution Election, the
Company will use its best efforts to list such Notes on any stock exchanges on
which the Capital Securities are then listed.


ARTICLE 7



FORM OF NOTE


SECTION
7.1 Form of Note.


The Notes and
the Trustee's Certificate of Authentication to be endorsed thereon are to be
substantially in the following forms:





                                                                                             
13







(FORM
OF FACE OF NOTE)


[IF THE NOTE
IS TO BE A GLOBAL NOTE, INSERT - This Note is a Global Note within the meaning
of the Indenture hereinafter referred to and is registered in the name of The
Bank of New York, as Property Trustee of BAC Capital Trust XI (the "Trust"). 
This Note is exchangeable for Notes registered in the name of a person other
than The Bank of New York, as Property Trustee of BAC Capital Trust XI, or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Note may be registered except in limited circumstances.]


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, New York ("DTC") to the issuer or its agent for registration of
transfer, exchange or payment, and any Note issued is registered in the name of
CEDE & CO. or such other name as requested by an authorized representative
of DTC (and any payment hereon is made to Cede & Co. or such other entity
as is requested by an authorized representative of DTC), 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 NOTE 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.


$500,000,000                                                                                      CUSIP
No. 060505CG7

                                                                                                            ISIN
No. US060505CG79


No. XI-R-1 


BANK
OF AMERICA CORPORATION


6 5/8% JUNIOR
SUBORDINATED NOTES,

DUE
2036


BANK OF
AMERICA CORPORATION, a Delaware corporation (the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to THE BANK OF NEW YORK, AS PROPERTY
TRUSTEE OF BAC CAPITAL TRUST XI, or registered assigns, the principal sum of FIVE
HUNDRED MILLION DOLLARS ($500,000,000.00) on May 23, 2036 (the "Maturity
Date"), and to pay interest on said principal sum from May 23, 2006 or from the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, semi-annually (subject to
deferral as set forth herein) in arrears on May 23 and November 23 of each year
beginning November 23, 2006, at the rate of 6 5/8% per annum until the
principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum compounded semi-annually. 
The amount of interest payable on any Interest Payment Date shall be computed
on the basis of a 360‐day year of twelve 30‐day months.  In the
event that any date on which interest is payable on this Note is not a Business
Day, then payment of





                                                                                  
14






 interest 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.  The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the person in whose name this Note (or one or more
Predecessor Securities, as defined in the Indenture) is registered at the close
of business on the regular record date for such interest installment, which
shall be the close of business on the business day next preceding such Interest
Payment Date.  IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO
LONGER REPRESENTED BY A GLOBAL NOTE, the record date shall be the close of
business on the May 1 and November
1 prior to such payment dates.  Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to the registered
Holders on such regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered
Holders of this series of Notes not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.  The principal of (and premium, if
any) and the interest on this Note shall be payable at the office or agency of
the Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the registered
Holder at such address as shall appear in the Security Register. 
Notwithstanding the foregoing, so long as the Holder of this Note is the
Property Trustee, the payment of the principal of (and premium, if any) and
interest on this Note will be made at such place and to such account as may be
designated by the Property Trustee.  As used herein, the term "Business Day"
shall mean 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.


The
indebtedness evidenced by this Note is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Obligations (as defined in the Indenture and the Eleventh
Supplemental Indenture) and this Note is issued subject to the provisions of
the Indenture with respect thereto.  Each Holder of this Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his or her attorney‐in‐fact
for any and all such purposes.  Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Obligations, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.


This Note
shall not be entitled to any benefit under the Indenture hereinafter referred
to, be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of the Trustee.





                                                                                         
15






 


The provisions
of this Note are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set
forth at this place.


IN WITNESS
WHEREOF, the Company has caused this instrument to be executed in its name by
its duly authorized officers.


Date:  May 23, 2006                            BANK
OF AMERICA CORPORATION




                                                                        By:
                                                                           


                                                                        Name: Karen A. Gosnell

[Seal]                                                               Title:  
Senior Vice President 


Attest:


By:                                                      


Name: ________________________

Title: _________________________

                                                                                            
16







(FORM
OF CERTIFICATE OF AUTHENTICATION)


CERTIFICATE
OF AUTHENTICATION


This is one
of the Securities of the series designated therein referred to in the within‐mentioned
Indenture.


Dated:  May 23, 2006


The Bank of New York,

                                                                                     as Trustee


By                                                                    

Authorized
Signatory

 

     
17















(FORM
OF REVERSE OF NOTE)


This Note is
one of a duly authorized series of Notes of the Company (herein sometimes
referred to as the "Notes"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture dated as of
November 1, 2001, duly executed and delivered between the Company and The Bank
of New York, as Trustee (the "Trustee"), as supplemented by the Eleventh
Supplemental Indenture dated as of May 23, 2006 (the "Eleventh Supplemental
Indenture"), between the Company and the Trustee (the Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes.  By the terms of the
Indenture, the Notes are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Indenture. 
This series of Notes is limited in aggregate principal amount as specified in
the Eleventh Supplemental Indenture.


Because of the
occurrence and continuation of a Special Event, as defined in the Indenture, in
certain circumstances, this Note may become due and payable at a prepayment
price equal to the greater of (a) 100% of the principal amount of the Notes
being prepaid or (b) as determined by the Quotation Agent (as defined in the
Indenture), the present value of scheduled payments of principal and interest
from the prepayment date to May 23, 2036, on the Notes being prepaid,
discounted to the prepayment date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Rate (as defined in the Indenture) plus a spread of 0.50% and, in the
case of (a) or (b), any accrued and unpaid interest thereon up to but excluding
the date of such prepayment (the "Special Event Prepayment Price"). The Special
Event Prepayment Price shall be paid prior to 12:00 noon, New York time, on the
date of such prepayment or at such earlier time as the Company determines. In
addition, the Company shall have the right to prepay this Note at the option of
the Company, in whole or in part at any time (an "Optional Prepayment"), at a
prepayment price equal to the greater of (a) 100% of the principal amount of
the Notes to be prepaid, or (b) as determined by the Quotation Agent, the
present value of scheduled payments of principal and interest from the prepayment
date to May 23, 2036, on the Notes being prepaid, discounted to the prepayment date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at a discount rate equal to the Treasury Rate (as defined in the
Indenture) plus a spread of 0.20% and, in the case of (a) or (b), any accrued
and unpaid interest thereon up to but excluding the date of such prepayment
(the "Optional Prepayment Price").  Any prepayment pursuant to this paragraph
will be made upon not less than 30 days' nor more than 60 days' notice at the
Optional Prepayment Price or the Special Event Prepayment Price, as
applicable.  If the Notes are only partially prepaid by the Company pursuant to
an Optional Prepayment, the Notes will be prepaid pro rata or by
lot or by any other method utilized by the Trustee; provided that
if, at the time of prepayment, the Notes are registered as a Global Note, the
Depositary shall determine the principal amount of such Notes held by each Note
holder to be prepaid in accordance with its procedures.


In the event
of prepayment of this Note in part only, a new Note or Notes of this series for
the portion hereof not prepaid will be issued in the name of the Holder hereof
upon the cancellation hereof.





                                                                                              
18






 


In case an
Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Notes may be declared, and upon such
declaration shall become, due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.


The Indenture
contains provisions permitting the Company and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes of each series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Notes; provided, however, that
no such supplemental indenture shall (i)  reduce the principal amount thereof,
or reduce the rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof, without the consent of the
Holder of each Note so affected, or (ii) reduce the aforesaid percentage of
Notes, the Holders of which are required to consent to any such supplemental
indenture, without the consent of the Holders of each Note then outstanding and
affected thereby.  The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Notes of any series
at the time outstanding affected thereby, on behalf of all of the Holders of
the Notes of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences.  Any such consent
or waiver by the registered Holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in exchange
herefor or in place hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or waiver is made
upon this Note.


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this Note at the
time and place and at the rate and in the money herein prescribed.


The Company
shall have the right at any time during the term of the Notes and from time to
time to defer payment of interest by extending the interest payment period of
such Notes for a period not exceeding 10 consecutive semi-annual periods (an
"Extended Interest Payment Period"), at the end of which period the Company
shall pay all interest then accrued and unpaid (together with interest thereon
at the rate specified for the Notes to the extent that payment of such interest
is enforceable under applicable law); provided that no Extended
Interest Payment Period may last beyond the Maturity Date of the Notes.  Before
the termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that
such Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 10 consecutive semi-annual periods or extend the
Maturity Date of the Notes.  At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due, the Company may commence a new Extended Interest
Payment Period, subject to the requirements contained in this paragraph.





                                                                                             
19






 


As provided in
the Indenture and subject to certain limitations therein set forth, this Note
is transferable by the registered Holder hereof on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Trustee in the City and State of New York accompanied by a
written instrument or instruments of transfer in form satisfactory to the Company
or the Trustee duly executed by the registered Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.


Prior to due
presentment for registration of transfer of this Note, the Company, the
Trustee, any paying agent and the Security Registrar may deem and treat the
registered holder hereof as the absolute owner hereof (whether or not this Note
shall be overdue and notwithstanding any notice of ownership or writing hereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be affected by
any notice to the contrary.


No recourse
shall be had for the payment of the principal of or the interest on this Note,
or for any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issuance hereof, expressly waived and released.


This Global
Note is exchangeable for Notes in definitive form only under certain limited
circumstances set forth in the Indenture.  Notes of this series so issued are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.  As provided in the Indenture and subject to
certain limitations herein and therein set forth, Notes of this series so
issued are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder surrendering
the same.


All terms used
in this Note that are defined in the Indenture shall have the meanings assigned
to them in the Indenture.


THE INTERNAL
LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE NOTES WITHOUT
REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.





                                                                                                
20






 


ARTICLE 8



ORIGINAL ISSUE OF NOTES


SECTION
8.1 Original Issue of Notes.


Notes in the
aggregate principal amount of up to $1,031,000,000 may, upon execution of this Eleventh
Supplemental Indenture, be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Notes to or upon the written order of the Company, signed by any
Authorized Officer, as defined in the Indenture, without any further action by
the Company.


ARTICLE 9



MISCELLANEOUS


SECTION
9.1 Ratification of Indenture.


The
Indenture, as supplemented by this Eleventh Supplemental Indenture, is in all
respects ratified and confirmed, and this Eleventh Supplemental Indenture shall
be deemed part of the Indenture in the manner and to the extent herein and
therein provided.


SECTION
9.2 Trustee Not Responsible for Recitals.


The recitals
herein contained are made by the Company and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof.  The Trustee
makes no representation as to the validity or sufficiency of this Eleventh
Supplemental Indenture.


SECTION
9.3 Governing Law.


This Eleventh
Supplemental Indenture and each Note shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.


SECTION
9.4 Severability.


In case any
one or more of the provisions contained in this Eleventh Supplemental Indenture
or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Eleventh Supplemental Indenture
or of the Notes, but this Eleventh Supplemental Indenture and the Notes shall
be construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.


SECTION
9.5 Counterparts.


This Eleventh
Supplemental Indenture may be executed in any number of counterparts each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.





                                                                                              
21






 


IN WITNESS
WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to
be duly executed by their authorized respective officers as of the day and year
first above written.


BANK OF
AMERICA CORPORATION




By:   /s/ KAREN A. GOSNELL

Name: Karen A. Gosnell

Title:   Senior Vice President


THE BANK OF NEW YORK

                                                                        as Trustee


By:  /s/ VAN K. BROWN

Name:  Van K. Brown

Title:   Vice President

 

 

                  
22