Sixth Supplemental Indenture





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


SIXTH
SUPPLEMENTAL INDENTURE


between


BANK
OF AMERICA CORPORATION


and


THE
BANK OF NEW YORK


Dated
as of March 8, 2005


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    TABLE OF CONTENTS

     

	 	 	Page
	 	 	 
	ARTICLE 1	DEFINITIONS	2

 
	     SECTION 1.1	     Definitions of Terms	2

 
	ARTICLE 2	GENERAL TERMS AND CONDITIONS OF THE NOTES	4

 
	     SECTION 2.1

     SECTION 2.2

     SECTION 2.3

     SECTION 2.4

     SECTION 2.5	Designation and Principal Amount

    Maturity

    Form and Payment

    Global Form

    Interest	4

    4

    4

    5

    6

 
	ARTICLE 3	PREPAYMENT OF THE NOTES	7

 
	     SECTION 3.1

     SECTION 3.2

     SECTION 3.3

 	Special Event Prepayment

    Optional Prepayment by Company

    No Sinking Fund	7

    7

    7
	ARTICLE 4	EXTENSION OF INTEREST PAYMENT PERIOD	8

 
	     SECTION 4.1

     SECTION 4.2

     SECTION 4.3

 	Extension of Interest Payment Period

    Notice of Extension

    Limitation of Transactions

 	8

    8

    9
	ARTICLE 5	EXPENSES	9

 
	     SECTION 5.1

     SECTION 5.2

 	Payment of Expenses

    Payment Upon Resignation or Removal	9

    10
	ARTICLE 6	COVENANT TO LIST ON EXCHANGE	10

 
	     SECTION 6.1	Listing on an Exchange	10

 
	ARTICLE 7	FORM OF NOTE	10

 
	     SECTION 7.1	Form of Note	10

 
	ARTICLE 8	ORIGINAL ISSUE OF NOTES	17

 
	     SECTION 8.1	Original Issue of Notes	17

 
	ARTICLE 9	MISCELLANEOUS	18

 
	     SECTION 9.1

     SECTION 9.2

     SECTION 9.3

     SECTION 9.4

     SECTION 9.5	Ratification of Indenture

    Trustee Not Responsible for Recitals

    Governing Law

    Severability

    Counterparts	18

    18

    18

    18

    18

 









 






SIXTH SUPPLEMENTAL INDENTURE


     THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of March 8,
2005 (the "Sixth 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 55⁄8%
Junior Subordinated Notes, due 2035 (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 Sixth Supplemental Indenture; and


     WHEREAS, under the terms of an Underwriting Agreement
dated as of February 24, 2005 (the "Underwriting Agreement"), among the
Company, BAC Capital Trust VI (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 55⁄8% Capital Securities (such
securities being of the type referred to in the Indenture as the "Preferred
Securities" and in this Sixth Supplemental Indenture as the "Capital
Securities"); and


     WHEREAS, under the terms of a Subscription Agreement
dated as of February 24, 2005 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 Sixth Supplemental Indenture; and 


     WHEREAS, all requirements necessary to make this Sixth
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 Sixth 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:









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 Sixth Supplemental Indenture unless otherwise provided herein;


           (b)        a term defined anywhere in this Sixth 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 Sixth 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) Depository; (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 March 8, 2035 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 March 8, 2035, the two 








2





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 VI, a Delaware statutory trust, dated
as of February 24, 2005.


          "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.






3


          "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 to be 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 March 8, 2035, 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 0.25% and, in the case of (a) or (b), any
accrued and unpaid interest thereon up to but excluding the date of such
prepayment.


        "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. 


          "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 to be 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 March 8, 2035, 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 0.50% 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 





 




                                                                                                     
4



 







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 March 8, 2035, 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 "55⁄8%
Junior Subordinated Notes, due 2035" limited in aggregate principal amount to
no more than $1,031,000,000 which amount shall be as 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 March 8, 2035.






                                                                                                             
5





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 Depository, or its nominee
(a "Global Note"), and delivered by the Trustee to the Depository 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 Sixth Supplemental Indenture.  Payments on the Notes issued as a Global
Note will be made to the Depository; 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 Sixth 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 Depository, or to a successor Depository selected or
approved by the Company or to a nominee of such successor Depository.






                                                                                             
6









                        (c)        If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository or if at any time the Depository
shall no longer be registered or in good standing under the Exchange Act or
other applicable statute or regulation, and a successor Depository 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 Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall
deliver such Notes to the Depository 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 55⁄8% per
annum (the "Coupon Rate") from March 8, 2005 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 March 8
and September 8 of each year (each, an "Interest Payment Date"), commencing on
September 8, 2005, 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 the February 15 and August 15
prior to the regular Interest Payment Date.


                     
(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 a 30‐day 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 






                                                                                                  
7





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
Depository shall determine, in accordance with its procedures, the principal
amount of such Notes held by each 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.




                                                                                                            
8





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 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.






                                                                                                           
9


       





                (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.


                       (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.


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 and the compensation of the Trustee
under the Indenture in accordance with the provisions of Section 6.06 of the
Indenture;






                                                                                                                    
10




           







           (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 Sixth 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.


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:


                                                                                                               
11






(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 VI (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 VI, 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.


$__________                                                                                      CUSIP
No.    060505______

                                                                                                            ISIN
No. US 060505______


No. VI-R-__ 


BANK OF AMERICA CORPORATION



55⁄8%
JUNIOR SUBORDINATED NOTES,

DUE 2035


              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 VI, or registered assigns, the principal sum of
____________________________________ DOLLARS ($__________.00) on March 8, 2035
(the "Maturity Date"), and to pay interest on said principal sum from March 8,
2005 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 March 8
and September 8 of each year commencing September 8, 2005, at the rate of
55⁄8% 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  






                                                                                                                
12




Day, then payment of 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 - which shall be the close of business on February 15 and August 15].  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 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.






                                                                                                             
13


             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:  March 8, 2005                                               BANK OF AMERICA CORPORATION



                                                                                By:
                                                                    

                                                                              
Name:

[Seal]                                                                      Title:   




Attest:


By:                                                      


Name: ________________________

Title:
_________________________


                                                                                                     
14







(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:  March 8,
2005



                                                                                  The Bank of New
York,

                                                                                   as Trustee



                                                                                  By
                                                                


                                                                                                      Authorized Signatory



                                                                                                           
15













(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 Sixth Supplemental Indenture dated as
of March 8, 2005 (the "Sixth 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 Sixth 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 to be prepaid,
or (b) as determined by the Quotation Agent (as defined in the Indenture), the
present values of scheduled payments of principal and interest from the date of
prepayment to March 8, 2035, 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 (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 (as defined in the
Indenture), the present value of scheduled payments of principal and interest from
the date of prepayment to March 8, 2035, 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 (as defined in the Indenture) plus a spread of 0.25% 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 Depository 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.






                                                                                                            
16





        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.


    




                                                                                                     
17





           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.






                                                                                                          
18





ARTICLE 8



ORIGINAL ISSUE OF NOTES


SECTION 8.1   Original
Issue of Notes.  


          Notes in the aggregate principal amount of
$1,031,000,000 may, upon execution of this Sixth 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 Sixth
Supplemental Indenture, is in all respects ratified and confirmed, and this
Sixth 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 Sixth Supplemental
Indenture.


SECTION 9.3   Governing
Law.  


           This Sixth 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 Sixth 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
Sixth Supplemental Indenture or of the Notes, but this Sixth 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 Sixth 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.

                                                                                                           
19







           IN WITNESS WHEREOF, the parties
hereto have caused this Sixth 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/
JAMES T. HOUGHTON

                                                                            Name: 
James T. Houghton

                                                                            Title: 
Senior Vice President



                                                                            THE BANK OF NEW
YORK

                                                                                   as Trustee

           

                                                                            By: /S/
DEREK KETTEL

                                                                            Name: 
Derek Kettel

                                                                            Title: 
Assistant Vice President






20