First and Second Supplemental Indentures to Indenture dated Nov. 26, 1996



 Exhibit 4(hh) 
  
 FIRST SUPPLEMENTAL INDENTURE 
  
 Dated as of October 1, 1999 
  
 AMONG 
  
 BANKBOSTON CORPORATION 
  
 FLEET FINANCIAL GROUP, INC 
  
 AND

  
 THE BANK OF NEW YORK, as Trustee 
  
 TO 
  
 INDENTURE 
  
 Dated as of November 26, 1996 
  
 BETWEEN 
  
 BANKBOSTON CORPORATION 
  
 AND 
  
 THE BANK OF NEW YORK, as
Trustee 
  









 FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 1999, by and among BankBoston Corporation, a
Massachusetts corporation (the “Company”), Fleet Financial Group, Inc., a Rhode Island corporation (“Fleet”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”). 
  
 WHEREAS, the Company and the Trustee have heretofore entered into an
Indenture, dated as of November 26, 1996 (the “Indenture”), pursuant to the provisions of which the Company has heretofore issued $250,000,000 in aggregate principal amount of the Securities (such term and all other defined terms used
herein and not otherwise defined shall have the meanings set forth in the Indenture); and 
  
 WHEREAS, the Company has entered into an agreement and plan of merger, dated March 14, 1999, among the Company and Fleet, pursuant to which the Company will merge with and into Fleet (the “Merger”); and

  
 WHEREAS, effective with the Merger, Fleet’s name will
change to “Fleet Boston Corporation”; and 
  
 WHEREAS,
Fleet by due corporate action has determined to assume by this supplemental indenture the due and punctual payment of the principal of and interest on all of the Securities, according to their terms, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be performed by the Company; and 
  
 WHEREAS, Section 10.01 of the Indenture provides, among other things, that the Company may merge with a Person if (i) the Person formed by such merger
shall be a Person organized and existing under the laws of the United States, any State thereof or the District of Columbia and such corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any) and
interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be kept or performed by the Company by supplemental indenture satisfactory in form
to the Trustee, executed and delivered to the Trustee by such corporation and (ii) after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; and 
  
 WHEREAS, Section 10.02 of the Indenture provides, among other things, that in
case of any such merger and upon the assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named as the Company in the Indenture and the
Company as the predecessor corporation shall thereupon be relieved of any further obligation or covenant under the Indenture or upon the Securities; and 
  
 WHEREAS, Section 9.01 of the Indenture provides, among other things, that, without the consent of the holders of the Securities, the Company and the
Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental to the Indenture, in form satisfactory to the Trustee, for, among other things, the following purpose: to evidence the succession of another
corporation to the Company and the assumption by the successor 

  









 
corporation of the covenants of the Company pursuant to Article Ten of the Indenture and in the Securities; and 
  
 WHEREAS, Section 9.04 of the Indenture provides, among other things, that
Securities authenticated and delivered after the execution of any supplemental indenture pursuant to Article Nine of the Indenture may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture; and

  
 WHEREAS, the Company and Fleet by due corporate action have
determined to execute a supplemental indenture in substantially the form of this First Supplemental Indenture, and all things necessary to make this First Supplemental Indenture a valid, binding and legal agreement have been done and performed;

  
 NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

  
 For and in consideration of the premises, and of other
valuable considerations the receipt whereof is hereby acknowledged, the Company and Fleet each covenant and agree with the Trustee, for the equal and proportionate benefit of all holders of the Securities, as follows: 
  
 ARTICLE I 
  
 Assumption of the Indenture and the Securities 
  
 Section 1.1 Assumption. Contemporaneous with the Merger, Fleet shall assume the due and punctual payment of the
principal of and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by the Company. 
  
 ARTICLE II 
  
 Miscellaneous 
  
 Section 2.1 Trustee’s Acceptance. The Trustee accepts the
provisions of this First Supplemental Indenture upon the terms and conditions set forth in the Indenture; provided, however, that the foregoing acceptance shall not make the Trustee responsible in any manner whatsoever for the
correctness of recitals or statements by other parties herein and the Trustee shall not be responsible or accountable in any manner for, or with respect to, the validity or sufficiency of this First Supplemental Indenture or of the Securities.

  
 Section 2.2 Indenture to Remain in Full Force and
Effect. Except as hereby expressly provided, the Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed and all its terms, provisions and conditions shall be and remain in full
force and effect. 
  
 Section 2.3 Rights, Etc. of Trustee.
All recitals in this First Supplemental Indenture are made by the Company and Fleet only and not by the Trustee; and all of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and 

  

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duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full. 
  
 Section 2.4 Provisions Binding on Successors. All the covenants,
stipulations, promises and agreements in this First Supplemental Indenture made by the Company and Fleet shall bind their respective successors and assigns whether so expressed or not. 
  
 Section 2.5 Addresses for Notices, Etc. Any notice or demand which by any provision of this First Supplemental
Indenture or the Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities on Fleet may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address
is filed by Fleet with the Trustee) to Fleet: Fleet Boston Corporation, One Federal Street, Boston, MA 02211, Attention: General Counsel. Any notice, direction, request or demand by any Security holder to, or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing at the principal office of the Trustee, which shall be 101 Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust Administration. 

 
 Section 2.6 New York Contract. This First Supplemental Indenture
shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regard to principles of conflicts of laws. 
  
 Section 2.7 Titles, Headings, Etc. The titles and headings of the
articles and sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 Section 2.8 Execution in Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same instrument. 
  
 Section 2.9 Date of Execution. Although this First Supplemental Indenture is dated for convenience and for the
purpose of reference as of October 1, 1999, the actual date or dates of execution by the Company, by Fleet and by the Trustee are as indicated by their respective acknowledgments hereto annexed. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed,
and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

					
	 BANKBOSTON CORPORATION

		
	 By:
	 	 /s/ Robert T. Jefferson

	 	 	 Name:
	 	 Robert T. Jefferson

	 	 	 Title:
	 	 Comptroller

	
	 FLEET FINANCIAL GROUP, INC.

		
	 By:
	 	 /s/ Douglas L. Jacobs

	 	 	 Name:
	 	 Douglas L. Jacobs

	 	 	 Title:
	 	 Treasurer

	
	 THE BANK OF NEW YORK, as Trustee

		
	 By:
	 	 /s/ Marybeth Lewicki

	 	 	 Name:
	 	 Marybeth Lewicki

	 	 	 Title:
	 	 Vice President



  

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 BANK OF AMERICA CORPORATION

  

  
 SECOND SUPPLEMENTAL INDENTURE 
  
 Dated as of March 18, 2004 
  
 Supplementing the Indenture, dated 
 as of
November 26, 1996, between 
 FleetBoston Financial Corporation 
 (successor to Bank of Boston Corporation) 
 and The Bank of New York, as Trustee, 
 as supplemented by a 
 First Supplemental
Indenture dated as of October 1, 1999. 
  









 THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 18, 2004 (the “Second Supplemental
Indenture”), is made by and among BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”), FLEETBOSTON FINANCIAL CORPORATION, a Rhode Island corporation (“FBFC”) (successor to Bank of Boston
Corporation) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”) under the Indenture referred to herein. 
  
 W I T N E S S E T H: 
  
 WHEREAS, Bank of Boston Corporation (“Bank of Boston”) and the Trustee were parties to an Indenture dated as of November 26, 1996 (the
“Original Indenture”), providing for the issuance of Junior Subordinated Deferrable Interest Debentures (the “Notes”); 
  
 WHEREAS, the Original Indenture has been amended and supplemented by a First Supplemental Indenture dated as of October 1, 1999 (as amended and
supplemented, the “Indenture”)’ 
  
 WHEREAS,
under the terms of the Indenture, FBFC is the successor to Bank of Boston; 
  
 WHEREAS, there is outstanding under the terms of the Indenture one or more series of Notes (the “Securities”); 
  

WHEREAS, FBFC and the Corporation have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 27,
2003, pursuant to which FBFC will merge with and into the Corporation (the “Merger”), with the Corporation as the surviving corporation in the Merger; 
  

WHEREAS, the Merger is expected to be consummated on April 1, 2004; 
  
 WHEREAS, Section 10.01 of the Indenture provides that in the case of a merger, the surviving corporation shall
expressly assume by supplemental indenture all the obligations, covenants and conditions under the Securities and the Indenture to be kept or performed by FBFC; 
  

WHEREAS, Section 9.01(a) of the Indenture provides that FBFC and the Trustee may amend the Indenture without notice to or consent of any holders
of the Securities to evidence the succession of another corporation to FBFC by merger and the assumption by the successor corporation of the obligations, covenants and agreements of FBFC under the Indenture; 
  
 WHEREAS, Section 9.01(d) of the Indenture provides that FBFC and the
Trustee may amend the Indenture without notice to or consent of the holders of the Securities in order to supplement any provision contained in the Indenture; and 
  









 WHEREAS, this Second Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of each of FBFC and the Corporation. 
  
 NOW, THEREFORE, in consideration of the premises, FBFC, the Corporation and the Trustee agree as follows for the equal and ratable benefit of the holders of the Securities: 
  
 ARTICLE I 
 ASSUMPTION BY SUCCESSOR CORPORATION 
 AND SUPPLEMENTAL PROVISIONS

  
 SECTION 1.1 Assumption of the Securities.

  
 (a) The Corporation hereby represents and warrants that

  
 (i) it is a corporation organized and
existing under the laws of the State of Delaware and the surviving corporation in the Merger; and 
  
 (ii) the execution, delivery and performance of this Second Supplemental Indenture has been duly authorized by the Board of Directors of
the Corporation. 
  
 (b) The Corporation hereby expressly assumes
the due and punctual payment of the principal of (and premium, if any) and any interest on the Securities according to their tenor and the due and punctual performance and observance of all covenants and conditions of the Indenture to be kept or
performed by FBFC.  
  
 SECTION 1.2 The Company.
Effective April 1, 2004, the name of the Company, as the successor corporation under the Indenture, shall be “Bank of America Corporation.” 
  
 SECTION 1.3 Supplemental Provisions. In connection with the issuance of Securities under this Indenture: 
  
 (a) Definitions in the present Section 1.01 are hereby amended as follows:

  
 (i) The present definition of “Board
Resolution” is hereby deleted and replaced with the following: 
  
 “‘Board Resolution’ means a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or a committee acting under the authority of, or
appointment by, the Board of Directors and to be in full force and effect on the date of such certification.” 
  

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 (ii) The present definitions of “Company Request” and “Company Order”
are hereby deleted and replaced with the following: 
  
 “‘Company Request’ and ‘Company Order’ mean, respectively, a written request or order signed in the name of the Company by its Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice
President, General Counsel, Deputy or Associate General Counsel or Treasurer and delivered to the Trustee.” 
  
 (iii) The present definition of “Officers’ Certificate” is hereby deleted and replaced with the following: 
  
 “‘Officers’ Certificate’ means a
certificate signed by the Chairman of the Board, the Chief Executive Officer, President, Chief Financial Officer, Vice President, General Counsel, Deputy or Associate General Counsel or Treasurer of the Company and delivered to the Trustee.”

  
 SECTION 1.4 Trustee’s Determination and
Acceptance. The Trustee has determined that this Second Supplemental Indenture is satisfactory in form and hereby accepts this Second Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the
Indenture. 
  
 ARTICLE II 
 MISCELLANEOUS 
  
 SECTION 2.1 Effect of Supplemental Indenture. Upon the later to occur of (i) the execution and delivery of this Second Supplemental Indenture by
the Corporation, FBFC and the Trustee and (ii) the effective time of the Merger, the Indenture shall be supplemented in accordance herewith, and this Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder
of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. 
  
 SECTION 2.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force
and effect. 
  
 SECTION 2.3 Indenture and Supplemental
Indentures Construed Together. This Second Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Second Supplemental Indenture shall henceforth be read and construed together.

  
 SECTION 2.4 Confirmation and Preservation of Indenture.
The Indenture as supplemented by this Second Supplemental Indenture is in all respects confirmed and preserved. 
  
 SECTION 2.5 Conflict with Trust Indenture Act. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act (the “TIA”) that is required under the TIA to be part of and govern any provision of this Second Supplemental Indenture, the provision of the TIA shall control. If any provision of this Second
Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA 

  

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shall be deemed to apply to the Indenture as so modified or to be excluded by this Second Supplemental Indenture, as the case may be. 
  
 SECTION 2.6 Severability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 SECTION 2.7 Terms Defined in the Indenture. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Indenture. 
  
 SECTION 2.8 Addresses for Notice, etc., to the Corporation and Trustee. Any notice or demand which by any provisions of this Second Supplemental Indenture or the Indenture is required or permitted to be given
or served by the Trustee or by the holders of Securities to or on the Corporation may be given or served by postage prepaid first class mail addressed (until another address if filed by the Corporation with the Trustee) as follows: 
  
 Bank of America Corporation 
 Corporate Treasury Division, NC1-007-07-06 
 100 North Tryon Street 
 Charlotte, North Carolina 28255-0001 
 Attention: Karen A. Gosnell, Senior Vice President 
  
 With a copy to: 
 Bank of America Corporation

 Legal Department, NC1-002-29-01 
 101 South Tryon Street 
 Charlotte, North Carolina 28255-0065 
 Attention: Teresa M. Brenner, Associate General Counsel 
  
 Any notice, direction, request or demand by any holder of Securities to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the principal office of the Trustee, which shall be as follows: 
  
 The Bank of New York 
 Corporate Trust Department 
 101 Barclay Street 
 Floor 8 West 

New York, New York 10286 
 Attention: Kisha
Holder, Assistant Vice President. 
  
 SECTION 2.8 Headings.
The Article and Section headings of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Second Supplemental Indenture and shall in no way modify or restrict any of the
terms or provisions hereof. 
  

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 SECTION 2.9 Benefits of Second Supplemental Indenture, etc. Nothing in this Second Supplemental
Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the holders of the Securities, any benefit of any legal or equitable right, remedy
or claim under the Indenture, this Second Supplemental Indenture or the Securities. 
  
 SECTION 2.10 Certain Duties and Responsibilities of the Trustees. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating
to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. The recitals
and statements in this Second Supplemental Indenture are deemed to be those of the Corporation and FBFC and not of the Trustee. 
  
 SECTION 2.11 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. 
  
 SECTION 2.12 Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be required thereby. 
  
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed
as of the date first written above. 
  

			
	 THE CORPORATION:

	
	Bank of America Corporation
		
	 By:
	 	 /s/ KAREN A. GOSNELL




			
	 Name:
	 	 Karen A. Gosnell

	 Title:
	 	 Senior Vice President

	
	 FBFC:

	
	FleetBoston Financial Corporation
		
	 By:
	 	 /S/ JANICE B. LIVA




			
	 Name:
	 	 Janice B. Liva

	 Title:
	 	 Assistant Secretary

	
	 THE TRUSTEE:

	
	The Bank of New York
		
	 By:
	 	 /S/ KISHA A. HOLDER




			
	 Name:
	 	 Kisha A. Holder

	 Title:
	 	 Assistant Vice President



  

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