Second Supplemental Indentures to Indenture dated Dec 18, 1998



 Exhibit 4(ll) 
  
 BANK OF AMERICA CORPORATION 
  

  
 SECOND SUPPLEMENTAL INDENTURE

  
 Dated as of March 18, 2004 
  
 Supplementing the Indenture, dated 
 as of December 18, 1998, between 
 FleetBoston
Financial Corporation 
 (successor to Fleet Financial Group, Inc.) 
 and J.P. Morgan Trust Company, N.A. 
 (successor to The First National Bank of Chicago),
as Trustee, 
 as supplemented by a 
 First Supplemental Indenture dated as of December 18, 1998. 
  









 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 Fleet Financial
Group, Inc.), and J.P. MORGAN TRUST COMPANY, N.A., a national banking association (successor to The First National Bank of Chicago), as Trustee (the “Trustee”) under the Indenture referred to herein. 
  
 W I T N E S S E T H: 
  
 WHEREAS, Fleet Financial Group, Inc. (“Fleet Financial”) and
The First National Bank of Chicago (“Bank of Chicago”) were parties to an Indenture dated as of December 18, 1998 (the “Original Indenture”), providing for the issuance of Junior Subordinated Unsecured Debentures (the
“Notes”); 
  
 WHEREAS, the Original Indenture has
been amended and supplemented by a First Supplemental Indenture dated as of December 18, 1998 (as amended and supplemented, the “Indenture”)’ 
  
 WHEREAS, under the terms of the Indenture, FBFC is the successor to Fleet Financial and the Trustee is the successor to Bank of Chicago;

  
 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; 
  









 WHEREAS, this Second Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of each of FBFC and the Corporation; and 
  
 WHEREAS, the Trustee has determined that this Second Supplemental Indenture is satisfactory in form. 
  
 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 all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance
of all the covenants and conditions of the Indenture with respect to each series or established with respect to such series 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 

  

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appointment by, the Board of Directors and to be in full force and effect on the date of such certification.” 
  
 (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.” 
  
 (b) Section 2.03(n) is hereby amended by deleting present Section 2.03(n) and replacing it with the following: 
  
 “(n) any other terms of the Securities or provisions relating to the payment of principal, premium (if any) or interest thereon,
including, but not limited to, whether such Securities are issuable at a discount or premium, as amortizable Securities, and if payable in, convertible or exchangeable for commodities or for securities of the Company or any third party.”

  
 SECTION 1.4 Trustee’s Acceptance. The Trustee
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. 
  

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 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 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 is 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 
  

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 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: 
  
 J.P. Morgan Trust Company, N.A. 
 Institutional Trust Services—Corporate Trust 
 611 Woodward Avenue 
 MI-1-8110 
 Detroit, Michigan 48226

 Attention: J. Michael Banas, 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. 
  
 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. 
  
 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 Scretary


  

			
	 THE TRUSTEE:

	
	J.P. Morgan Trust Company, N.A.
		
	By:	 	/S/ KISHA A. HOLDER



			
	Name:	 	Kisha A. Holder
	Title:	 	Assistant Vice President


  

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