Amended and Restated Declaration of Trust





_________________________________________


AMENDED AND RESTATED DECLARATION


OF TRUST


BAC CAPITAL TRUST VI


Dated as of February 24, 2005


_________________________________________
















CROSS-REFERENCE
TABLE*


	
  Section of

  Trust Indenture Act

  of 1939, as amended

  	

  	
  Section of

  Declaration

  
	

  	

  	

  
	
  310(a)

  	

  	
  5.3(a)

  
	
  310(c)

  	

  	
  Inapplicable

  
	
  311(c)

  	

  	
  Inapplicable

  
	
  312(a)

  	

  	
  2.2(a)

  
	
  312(b)

  	

  	
  2.2(b)

  
	
  313

  	

  	
  2.3

  
	
  314(a)

  	

  	
  2.4

  
	
  314(b)

  	

  	
  Inapplicable

  
	
  314(c)

  	

  	
  2.5

  
	
  314(d)

  	

  	
  Inapplicable

  
	
  314(f)

  	

  	
  Inapplicable

  
	
  315(a)

  	

  	
  3.9(b)

  
	
  315(c)

  	

  	
  3.9(a)

  
	
  315(d)

  	

  	
  3.9(b)

  
	
  316(a)

  	

  	
  Annex I

  
	
  316(c)

  	

  	
  3.6(e)

  



_______________


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












	
  ARTICLE 1

  
	
  INTERPRETATION
  AND DEFINITIONS

 

  
	

  	

  	

  
	
  SECTION 1.1

  	
  Definitions

 

  	
  1

  
	
  ARTICLE 2

  
	
  TRUST INDENTURE
  ACT

 

  
	

  	

  	

  
	
  SECTION 2.1

  	
  Trust Indenture
  Act; Application

  	
  9

  
	
  SECTION 2.2

  	
  Lists of Holders
  of Securities

  	
  9

  
	
  SECTION 2.3

  	
  Reports by the
  Property Trustee

  	
  9

  
	
  SECTION 2.4

  	
  Periodic Reports
  to Property Trustee

  	
  10

  
	
  SECTION 2.5

  	
  Evidence of
  Compliance with Conditions Precedent

  	
  10

  
	
  SECTION 2.6

  	
  Events of
  Default; Waiver

  	
  10

  
	
  SECTION 2.7

  	
  Event of Default
  or Nonpayment Notice

 

  	
  11

  
	

  	

  	

  
	
  ARTICLE 3

  
	
  ORGANIZATION

 

  
	

  	

  	

  
	
  SECTION 3.1

  	
  Name

  	
  12

  
	
  SECTION 3.2

  	
  Office

  	
  12

  
	
  SECTION 3.3

  	
  Purpose

  	
  12

  
	
  SECTION 3.4

  	
  Authority

  	
  12

  
	
  SECTION 3.5

  	
  Title to
  Property of the Trust

  	
  13

  
	
  SECTION 3.6

  	
  Powers and
  Duties of the Regular Trustees

  	
  13

  
	
  SECTION 3.7

  	
  Prohibition of
  Actions by the Trust and the Trustees

  	
  15

  
	
  SECTION 3.8

  	
  Powers and
  Duties of the Property Trustee

  	
  16

  
	
  SECTION 3.9

  	
  Certain Duties
  and Responsibilities of the Property Trustee

  	
  18

  
	
  SECTION 3.10

  	
  Certain Rights
  of Property Trustee

  	
  20

  
	
  SECTION 3.11

  	
  Delaware Trustee

  	
  22

  
	
  SECTION 3.12

  	
  Execution of
  Documents

  	
  22

  
	
  SECTION 3.13

  	
  Not Responsible
  for Recitals or Issuance of Securities

  	
  22

  
	
  SECTION 3.14

  	
  Duration of
  Trust

  	
  22

  
	
  SECTION 3.15

  	
  Mergers

 

  	
  22

  
	

  	

  	

  
	
  ARTICLE 4

  
	
  SPONSOR

 

  
	

  	

  	

  
	
  SECTION 4.1

  	
  Sponsor's
  Purchase of Common Securities

  	
  24

  
	
  SECTION 4.2

  	
  Responsibilities
  of the Sponsor

  	
  24

  
	
  SECTION 4.3

  	
  Covenants of the
  Sponsor

 

  	
  25

  
	

  	

  	

  
	
  ARTICLE 5

  
	
  TRUSTEES

 

  
	

  	

  	

  
	
  SECTION 5.1

  	
  Number of
  Trustees

  	
  25

  
	
  SECTION 5.2

  	
  Qualifications
  of Delaware Trustee

  	
  26

  
	
  SECTION 5.3

  	
  Property
  Trustee; Eligibility

  	
  26

  
	
  SECTION 5.4

  	
  Certain
  Qualifications of Regular Trustees and Delaware Trustee Generally

  	
  27

  
	
  SECTION 5.5

  	
  Regular Trustees

  	
  27

  
	
  SECTION 5.6

  	
  Appointment of
  Delaware Trustee

  	
  27

  
	
  SECTION 5.7

  	
  Appointment,
  Removal and Resignation of Trustees

  	
  27

  
	
  SECTION 5.8

  	
  Vacancies among
  Trustees

  	
  29

  
	
  SECTION 5.9

  	
  Effect of
  Vacancies

  	
  29

  
	
  SECTION 5.10

  	
  Meetings

  	
  29

  
	
  SECTION 5.11

  	
  Delegation of
  Power

  	
  30

  
	
  SECTION 5.12

  	
  Merger,
  Conversion, Consolidation, Amalgamation or Succession to Business

 

  	
  30

  
	

  	

  	

  
	
  ARTICLE 6

  
	
  DISTRIBUTIONS

 

  
	

  	

  	

  
	
  SECTION 6.1

  	
  Distributions

 

  	
  30

  
	

  	

  	

  
	
  ARTICLE
  7

  	

  
	
  ISSUANCE OF
  SECURITIES 

 

  
	

  	

  	

  
	
  SECTION 7.1

  	
  General Provisions
  Regarding Securities

  	
  31

  
	
  SECTION 7.2

  	
  Paying Agent

 

  	
  32

  
	

  	

  	

  
	
  ARTICLE 8

  
	
  TERMINATION OF
  TRUST

 

  
	

  	

  	

  
	
  SECTION 8.1

  	
  Termination of
  Trust

 

  	
  32

  
	

  	

  	

  
	
  ARTICLE 9

  
	
  TRANSFER OF
  INTERESTS

 

  
	

  	

  	

  
	
  SECTION 9.1

  	
  Transfer of
  Securities

  	
  33

  
	
  SECTION 9.2

  	
  Transfer of
  Certificates

  	
  33

  
	
  SECTION 9.3

  	
  Deemed Security
  Holders

  	
  34

  
	
  SECTION 9.4

  	
  Book-Entry
  Interests

  	
  34

  
	
  SECTION 9.5

  	
  Notices to
  Clearing Agency

  	
  35

  
	
  SECTION 9.6

  	
  Appointment of
  Successor Clearing Agency

  	
  35

  
	
  SECTION 9.7

  	
  Definitive
  Capital Security Certificates

  	
  35

  
	
  SECTION 9.8

  	
  Mutilated,
  Destroyed, Lost or Stolen Certificates

 

  	
  36

  
	

  	

  	

  
	
  ARTICLE 10

  
	
  LIMITATION OF
  LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

 

  
	

  	

  	

  
	
  SECTION 10.1

  	
  Liability

  	
  36

  
	
  SECTION 10.2

  	
  Exculpation

  	
  36

  
	
  SECTION 10.3

  	
  Fiduciary Duty

  	
  37

  
	
  SECTION 10.4

  	
  Indemnification

  	
  38

  
	
  SECTION 10.5

  	
  Outside
  Businesses

 

  	
  41

  
	

  	

  	

  
	
  ARTICLE 11

  
	
  ACCOUNTING

  

  
	

  	

  	

  
	
  SECTION 11.1

  	
  Fiscal Year

  	
  41

  
	
  SECTION 11.2

  	
  Certain
  Accounting Matters

  	
  41

  
	
  SECTION 11.3

  	
  Banking

  	
  42

  
	
  SECTION 11.4

  	
  Withholding

 

  	
  42

  
	

  	

  	

  
	
  ARTICLE 12

  
	
  AMENDMENTS AND
  MEETINGS

 

  
	

  	

  	

  
	
  SECTION 12.1

  	
  Amendments

  	
  42

  
	
  SECTION 12.2

  	
  Meetings of the
  Holders of Securities; Action by Written Consent

 

  	
  44

  
	

  	

  	

  
	
  ARTICLE 13

  
	
  REPRESENTATIONS
  OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

 

  
	

  	

  	

  
	
  SECTION 13.1

  	
  Representations
  and Warranties of Property Trustee

  	
  45

  
	
  SECTION 13.2

  	
  Representations
  and Warranties of Delaware Trustee

 

  	
  46

  
	

  	

  	

  
	
  ARTICLE 14

  
	
  MISCELLANEOUS

 

  
	

  	

  	

  
	
  SECTION 14.1

  	
  Notices

  	
  47

  
	
  SECTION 14.2

  	
  Governing Law

  	
  48

  
	
  SECTION 14.3

  	
  Intention of the
  Parties

  	
  48

  
	
  SECTION 14.4

  	
  Headings

  	
  48

  
	
  SECTION 14.5

  	
  Successors and
  Assigns

  	
  48

  
	
  SECTION 14.6

  	
  Partial
  Enforceability

  	
  48

  
	
  SECTION 14.7

  	
  Counterparts;
  Acceptance

  	
  49

  











AMENDED
AND RESTATED

DECLARATION
OF TRUST

OF

BAC CAPITAL TRUST VI


              THIS AMENDED AND RESTATED
DECLARATION OF TRUST ("Declaration") dated and effective as of February 24,
2005 by the Trustees (as defined herein), the Sponsor (as defined herein) and
by the holders, from time to time, of undivided beneficial interests in the
assets of the Trust to be issued pursuant to this Declaration;


               WHEREAS, the Trustees and the
Sponsor established BAC CAPITAL TRUST VI (the "Trust"), a trust under the
Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust
dated as of March 14, 2003 (the "Original Declaration"), and an accompanying
Certificate of Trust filed with the Secretary of State of the State of
Delaware, for the sole purpose of issuing and selling securities representing
undivided beneficial interests in the assets of the Trust and investing the
gross proceeds thereof in Notes of the Note Issuer (each as defined herein);


              WHEREAS, as of the date hereof,
no interests in the Trust have been issued;


              WHEREAS, all of the Trustees
and the Sponsor, by this Declaration, amend and restate each and every term and
provision of the Original Declaration; and


              NOW, THEREFORE, it being the
intention of the parties hereto to continue the Trust as a statutory trust
under the Statutory Trust Act and that this Declaration constitute the
governing instrument of such statutory trust, the Trustees declare that all
assets contributed to the Trust will be held in trust for the benefit of the
holders, from time to time, of the securities representing undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration.


ARTICLE 1

INTERPRETATION AND DEFINITIONS


SECTION
1.1   Definitions.  


Unless the context otherwise
requires:


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


(b)        a term defined anywhere in this
Declaration has the same meaning throughout;


(c)        all references to "the Declaration" or
"this Declaration" are to this Declaration as modified, supplemented or amended
from time to time, and Annex I and Exhibits A-1 and A-2 shall be a part of this
Declaration;


 


 





 


(d)        all references in this Declaration to
Articles and Sections and Annexes and Exhibits are to Articles and Sections of
and Annexes and Exhibits to this Declaration unless otherwise specified;


(e)        a term defined in the Trust Indenture
Act (as defined herein) has the same meaning when used in this Declaration
unless otherwise defined in this Declaration; and


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


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


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


"Book-Entry" means a
book entry by a Clearing Agency as described in Section 9.4.


"Book-Entry Interest"
means a beneficial interest in a Global Security, ownership and transfers of
which shall be maintained and made through Book Entries by a Clearing Agency as
described in Section 9.4.


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


"Capital Securities"
shall mean the undivided preferred beneficial interests in the assets of the
Trust denominated as "BAC Capital Trust VI 55⁄8% Capital Securities"
(liquidation amount $1,000 per Capital Security), the terms of which are
further described in Annex I hereto.


"Capital Security Beneficial
Owner" means, with respect to a Book-Entry Interest, a Person who is the
beneficial owner of such Book-Entry Interest, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an Indirect
Participant, in each case in accordance with the rules of such Clearing
Agency).


"Capital Security
Certificate" means a certificate representing a Capital Security
substantially in the form of Exhibit A-1.


"Capital Securities
Guarantee" means the guarantee agreement to be dated as of March 8, 2005,
of the Sponsor in respect of the Capital Securities.


"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 


 


 


2





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 Federal Reserve Board, as then in effect and
applicable to the Company.


"Certificate" means a
Common Security Certificate or a Capital Security Certificate.


"Clearing Agency" means
an organization registered as a "Clearing Agency" pursuant to Section 17A of
the Exchange Act that is acting as depositary for the Capital Securities and in
whose name or in the name of a nominee of that organization shall be registered
a Global Security and which shall undertake to effect Book-Entry transfers and
pledges of the Capital Securities.


"Clearing Agency Participant"
means a broker, dealer, bank, other financial institution or other Person for
whom from time to time the Clearing Agency effects Book-Entry transfers and
pledges of securities deposited with the Clearing Agency.


"Closing Date" means the
"Closing Time" under the Underwriting Agreement.


"Code" means the Internal
Revenue Code of 1986, as amended from time to time, or any successor
legislation.


"Commission" means the
Securities and Exchange Commission.


"Common Securities"
shall mean the undivided common beneficial interests in the assets of the Trust
denominated as "BAC Capital Trust VI 55⁄8% Common Securities" (liquidation
amount $1,000 per Security), the terms of which are further described in Annex
I hereto.


"Common Securities Guarantee"
means the guarantee agreement to be dated as of March 8, 2005, of the Sponsor
in respect of the Common Securities.


"Common Security Certificate"
means a definitive certificate in fully registered form representing a Common
Security substantially in the form of Exhibit A-2 hereto.


"Company" means Bank of
America Corporation, a Delaware corporation, or any successor thereto.


"Company Indemnified Person"
means (a) any Regular Trustee; (b) any Affiliate of any Regular Trustee; (c)
any officers, directors, shareholders, members, partners, employees,
representatives or agents of any Regular Trustee; or (d) any officer, employee
or agent of the Trust or its Affiliates.


"Corporate Trust Office"
means the office of the Property Trustee at which the corporate trust business
of the Property Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Agreement is
located at 101 Barclay Street, Floor 21 West, New York, New York  10286.


 


3




                              



"Covered Person" means:
(a) any officer, director, shareholder, partner, member, representative,
employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b) any
Holder of Securities.


"Definitive Capital Security
Certificates" has the meaning set forth in Section 9.4.


"Delaware Trustee" has
the meaning set forth in Section 5.1.


"Depository" means The
Depository Trust Company or any successor Clearing Agency.


"Designation of Terms"
has the meaning set forth in Section 7.1(a).


"Direct Action" has the
meaning specified in Section 3.8(e).


"Distribution" means a
distribution payable to Holders of Securities in accordance with Section 6.1.


"Event of Default" in
respect of the Securities means an Event of Default (as defined in the
Indenture) has occurred and is continuing in respect of the Notes.


"Exchange Act" means the
Securities Exchange Act of 1934, as amended from time to time, or any successor
legislation.


"Fiduciary Indemnified
Person" has the meaning set forth in Section 10.4(b).


"Global Security" has
the meaning set forth in Section 9.4.


"Holder" means a Person
in whose name a Security is registered (including, in the case of a Book-Entry
Security, the Depository), such Person being a beneficial owner within the
meaning of the Statutory Trust Act.


"Indemnified Person"
means a Company Indemnified Person or a Fiduciary Indemnified Person.


"Indenture" means
collectively the Restated Indenture dated as of November 1, 2001, between the
Note Issuer and the Note Trustee and any board resolution or supplemental
indenture pursuant to which the Notes are to be issued.


"Indirect Participant"
has the meaning set forth in Section 2(c) of Annex I hereto.


"Investment Company"
means an investment company as defined in the Investment Company Act.


"Investment Company Act"
means the Investment Company Act of 1940, as amended from time to time, or any
successor legislation.


"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 


 


 


4





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.


"Legal Action" has the
meaning set forth in Section 3.6(g).


"Majority in liquidation
amount of the Securities" means, except as provided in the terms of the
Capital Securities or by the Trust Indenture Act, Holders of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Capital Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.


"Maturity Redemption Price"
shall mean, for a redemption of the Securities at the Stated Maturity of the
Notes, a redemption price equal to the principal amount of, plus accrued
interest on, the Notes.


"Nonpayment" has the
meaning set forth in Section 2.7(a).


"Note Issuer" means Bank
of America Corporation, a Delaware corporation, or any successor entity in a
merger or consolidation, in its capacity as issuer of the Notes under the
Indenture.


"Note Trustee" means The
Bank of New York, a New York banking corporation, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.


"Notes" means the series
of Notes to be issued by the Note Issuer under the Indenture to be held by the
Property Trustee on behalf of the Trust.


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


(a)        a statement that each officer signing
the certificate has read the covenant or condition and the definitions relating
thereto;


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


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


 


5





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


"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 (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.


"Optional Redemption Price"
shall mean with respect to the Securities to be redeemed, a redemption price
equal to the Optional Prepayment Price.


"Paying Agent" has the
meaning specified in Section 7.2.


"Payment Amount" has the
meaning set forth in Section 6.1.


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


"Property Trustee" means
the Trustee with the powers described in Article 3 and elsewhere herein and
meeting the eligibility requirements set forth in Section 5.3.


"Property Trustee Account"
has the meaning set forth in Section 3.8(c).


"Quorum" means a
majority of the Regular Trustees or, if there are only two Regular Trustees,
both of them.


"Redemption/Distribution
Notice" means a notice of any redemption of, or a notice of any
distribution of, Notes in exchange for Securities.


"Redemption Price" shall
mean any or all of the Maturity Redemption Price, the Special Event Redemption
Price and the Optional Redemption Price.


"Regular Trustee" has
the meaning set forth in Section 5.1.


"Related Party" means,
with respect to the Sponsor, any direct or indirect wholly-owned subsidiary of
the Sponsor or any other Person that owns, directly or indirectly, 100% of the
outstanding voting securities of the Sponsor.


"Responsible Officer" means, with respect to the Property
Trustee, any officer within the Corporate Trust Office of the Property Trustee,
including any vice-president, any assistant vice-president, any assistant
treasurer or other officer of the Corporate Trust Office of the Property Trustee
customarily performing functions similar to those performed by any of the above 


 


 


6





designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.


"Rule 3a-5" means Rule
3a-5 under the Investment Company Act.


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


"Securities Act" means
the Securities Act of 1933, as amended from time to time, or any successor
legislation.


"Securities Guarantees"
means the Common Securities Guarantee and the Capital Securities Guarantee.


"Special Event" means a
Tax Event, a Capital Treatment Event or an Investment Company 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 (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 0.50% and, in the case of (a) or (b), any
accrued and unpaid interest thereon up to but excluding the date of prepayment.


"Special Event Redemption
Price" shall mean with respect to the Securities, a redemption price equal
to the Special Event Prepayment Price.


"Sponsor" means Bank of
America Corporation, a Delaware corporation, or any successor entity in a
merger or consolidation, in its capacity as sponsor of the Trust.


"Stated Maturity" shall
mean March 8, 2035, the date on which the Notes shall mature, unless previously
prepaid or redeemed.


"Statutory Trust Act"
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section
3801 et seq., as it may be amended from time to time, or any
successor legislation.


"Successor Delaware Trustee"
has the meaning set forth in Section 5.7(b)(ii).


"Successor Entity" has
the meaning set forth in Section 3.15(b)(i).


"Successor Property Trustee"
has the meaning set forth in Section 5.7(b)(i).


"Successor Securities"
has the meaning set forth in Section 3.15(b)(i)(B).


"Super Majority" has the
meaning set forth in Section 2.6(a)(ii).


 


7





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


"10% in liquidation amount
of the Securities" means, except as provided in the terms of the Capital
Securities or by the Trust Indenture Act, Holders of outstanding Securities
voting together as a single class or, as the context may require, Holders of
outstanding Capital Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.


"Treasury Regulations"
means the income tax regulations, including temporary and proposed regulations,
promulgated under the Code by the United States Treasury, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).


"Trustee" or "Trustees"
means each Person who has signed this Declaration as a trustee, so long as such
Person shall continue in office in accordance with the terms hereof, and all
other Persons who may from time to time be duly appointed, qualified and
serving as Trustees in accordance with the provisions hereof, and references
herein to a Trustee or the Trustees shall refer to such Person or Persons
solely in their capacity as trustees hereunder.


"Trust Indenture Act"
means the Trust Indenture Act of 1939, as amended from time to time, or any
successor legislation.


"Underwriting Agreement"
means the Underwriting Agreement for the offering and sale of the Capital
Securities and related Capital Securities Guarantee among the Sponsor, the
Trust and the Underwriters named therein.


 


8





ARTICLE 2

TRUST INDENTURE ACT


SECTION 2.1  
Trust Indenture Act;
Application.   


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


(b)           The
Property Trustee shall be the only Trustee which is a Trustee for the purposes
of the Trust Indenture Act.


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


(d)           The
application of the Trust Indenture Act to this Declaration shall not affect the
nature of the Securities as equity securities representing undivided beneficial
interests in the assets of the Trust.


SECTION 2.2   Lists of Holders of Securities.  


(a)           Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide the
Property Trustee (i) within 10 days after each record date for payment of
Distributions, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders of the Securities ("List of
Holders") as of such record date, provided that neither the
Sponsor nor the Regular Trustees on behalf of the Trust shall be obligated to
provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Property Trustee by the
Sponsor and the Regular Trustees on behalf of the Trust, and (ii) at any other
time, within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 10 days before such List of Holders is given
to the Property Trustee.  The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity) provided that
the Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.


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


SECTION
2.3   Reports by the Property Trustee.  


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


 


9





SECTION 2.4  
Periodic Reports to
Property Trustee.  


Each of the Sponsor and the Regular Trustees on behalf
of the Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.


SECTION
2.5   Evidence of Compliance with Conditions
Precedent.  


Each of the Sponsor and the
Regular Trustees on behalf of the Trust shall provide to the Property Trustee
such evidence of compliance with any conditions precedent, if any, provided for
in this Declaration that relate to any of the matters set forth in
Section 314(c) of the Trust Indenture Act.  Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.


SECTION 2.6  
Events of Default;
Waiver.  


(a)           The
Holders of a Majority in liquidation amount of Capital Securities, by vote, on
behalf of the Holders of all of the Capital Securities, may waive any past
Event of Default in respect of the Capital Securities and its consequences, provided
that, if the underlying Event of Default under the Indenture:


(i)            is not
waivable under the Indenture, the Event of Default under the Declaration shall
not be waivable; or


(ii)           requires
the consent or vote of greater than a majority in principal amount of the
holders of the Notes (a "Super Majority") to be waived under the Indenture, the
Event of Default under the Declaration may only be waived by the vote of the
Holders of at least the proportion in liquidation amount of the Capital
Securities that the relevant Super Majority represents of the aggregate
principal amount of the Notes outstanding.


The foregoing
provisions of this Section 2.6(a) shall be in lieu of Section 316(a)(1)(B)
of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.  Upon such waiver, any such default shall cease to exist, and any
Event of Default with respect to the Capital Securities arising therefrom shall
be deemed to have been cured, for every purpose of this Declaration, but no
such waiver shall extend to any subsequent or other default or an Event of
Default with respect to the Capital Securities or impair any right consequent
thereon.  Any waiver by the Holders of
the Capital Securities of an Event of Default with respect to the Capital
Securities also shall be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote
or consent of the Holders of the Common Securities.


(b)           The
Holders of a Majority in liquidation amount of the Common Securities, by vote,
on behalf of the Holders of all of the Common Securities, may waive  


 


10





any past
Event of Default with respect to the Common Securities and its consequences, provided
that, if the underlying Event of Default under the Indenture:


(i)            is not
waivable under the Indenture, except where the Holders of the Common Securities
are deemed to have waived such Event of Default under the Declaration as
provided below in this Section 2.6(b), the Event of Default under the
Declaration shall also not be waivable; or


(ii)           requires
the consent or vote of the holders of a Super Majority of the Notes to be
waived under the Indenture, except where the Holders of the Common Securities
are deemed to have waived such Event of Default under the Declaration as
provided below in this Section 2.6(b), the Event of Default under the
Declaration only may be waived by the vote of the Holders of at least the
proportion in liquidation amount of the Common Securities that the relevant
Super Majority represents of the aggregate principal amount of the Notes
outstanding;


provided further,
each Holder of Common Securities will be deemed to have waived any such Event
of Default and all Events of Default with respect to the Common Securities and
its consequences until all Events of Default with respect to the Capital
Securities have been cured, waived or otherwise eliminated, and until such
Events of Default with respect to the Capital Securities have been so cured,
waived or otherwise eliminated, the Property Trustee will be deemed to be
acting solely on behalf of the Holders of the Capital Securities and only the
Holders of the Capital Securities will have the right to direct the Property
Trustee in accordance with the terms of the Securities.  The foregoing provisions of this Section
2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.  Subject to the foregoing provisions of this Section 2.6(b), upon
such waiver by the Holders of the Common Securities, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.


(c)           A
waiver of an Event of Default under the Indenture by the Property Trustee at
the direction of the Holders of the Capital Securities constitutes a waiver of
the corresponding Event of Default under this Declaration.  The foregoing provisions of this Section
2.6(c) shall be in lieu of Section  316(a)(1)(B) of the Trust Indenture
Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Securities, as permitted by
the Trust Indenture Act.


SECTION
2.7   Event of Default or Nonpayment Notice.  


(a)           The
Property Trustee shall, within 90 days after the occurrence of an Event of
Default or a nonpayment of principal, premium, if any, or interest, when due,
on the Notes ("Nonpayment"), transmit by mail, first class postage prepaid, to
the Holders of  


 


 


11





the Securities, notices of all Events of Default or Nonpayments
with respect to the Securities actually known to a Responsible Officer of the
Property Trustee, unless such Events of Default or Nonpayments have been cured
before the giving of such notice;


(b)           The
Property Trustee shall not be deemed to have knowledge of any default except:


(i)            an
Event of Default under the Indenture or a Nonpayment; or


(ii)           any
default as to which a Responsible Officer of the Property Trustee shall have
received written notice or of which a Responsible Officer of the Property
Trustee charged with the administration of the Declaration shall have actual
knowledge.


ARTICLE 3

ORGANIZATION


SECTION
3.1   Name.


The Trust is named "BAC Capital
Trust VI," as such name may be modified from time to time by the Regular
Trustees following written notice to the Holders of Securities.  The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the Regular
Trustees.


SECTION
3.2   Office.


The address of the principal
office of the Trust is c/o Bank of America Corporation, Attention: Corporate
Treasury, Bank of America Corporate Center, NC1-007-07-06, 100 North Tryon
Street, Charlotte, North Carolina 28255. 
On 10 Business Days' written notice to the Holders of Securities, the
Regular Trustees may designate another principal office.


SECTION
3.3   Purpose.


The
exclusive purposes and functions of the Trust are (a) to issue and sell
Securities and use the proceeds from such sale to acquire the Notes, and (b)
except as otherwise limited herein, to engage in only those other activities
necessary or incidental thereto.  The
Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets or otherwise undertake (or permit to be
undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust.


SECTION
3.4   Authority.


Subject to the limitations provided in this Declaration and to the specific
duties of the Property Trustee, the Regular Trustees shall have exclusive and
complete authority to carry out the purposes of the Trust.  An action taken
by the Regular Trustees in accordance with their powers shall constitute the act
of and serve to bind the Trust, and an action taken by the Property Trustee on
behalf of the Trust in accordance with its powers shall constitute the act of
and serve to bind the Trust.  In dealing with the Trustees acting on behalf
of the Trust, no person shall be 


 


 


12





required to inquire into the authority of the Trustees to bind the Trust. 
Persons dealing with the Trust are entitled to rely conclusively on the power
and authority of the Trustees as set forth in this Declaration.


SECTION
3.5   Title to Property of the Trust.  


Except as provided in Section
3.8 with respect to the Notes and the Property Trustee Account or as otherwise
provided in this Declaration, legal title to all assets of the Trust shall be
vested in the Trust.  The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.


SECTION
3.6   Powers and Duties of the Regular
Trustees.  


The Regular Trustees shall have
the exclusive power, duty and authority to cause the Trust to engage in the
following activities:


(a)           to
issue and sell the Capital Securities and the Common Securities in accordance
with this Declaration; provided, however, that the Trust may
issue no more than one series of Capital Securities and no more than one series
of Common Securities, and, provided further, that there shall be
no interests in the Trust other than the Securities, and the issuance of
Securities shall be limited to a simultaneous issuance of both Capital
Securities and Common Securities on the Closing Date;


(b)           in
connection with the issue and sale of the Capital Securities, at the direction
of the Sponsor, to:


(i)            execute
and file with the Commission one or more registration statements on Form S-3
prepared by the Sponsor, including any amendments thereto, pertaining to the
Capital Securities;


(ii)           execute
and file any documents prepared by the Sponsor, or take any acts as determined
by the Sponsor to be necessary in order to qualify or register all or part of
the Capital Securities in any state or jurisdiction in which the Sponsor has
determined to qualify or register such Capital Securities for sale;


(iii)          to
determine whether to list Capital Securities and to execute and file
applications, prepared by the Sponsor, to any national or international stock
exchange or the Nasdaq National Market for listing upon notice of issuance of
any Capital Securities;


(iv)          (a)
execute and file with the Commission registration statements on Form 8-A, if
required, including any amendments thereto, prepared by the Sponsor, relating
to the registration of the Capital Securities under Section 12(b)  or 12(g) of the Exchange Act and (b) execute
and file with the Commission any other filings which may be required under the
Exchange Act; and


 


13





(v)           from
time to time execute and enter into underwriting agreements providing for the
sale of the Capital Securities, including the Underwriting Agreement;


(c)           to
purchase the Notes with the proceeds of the sale of the Capital Securities and
the Common Securities;


(d)           to give
the Sponsor and the Property Trustee prompt written notice of the occurrence of
a Special Event;


(e)           to
establish a record date with respect to all actions to be taken hereunder that
require a record date be established, including and with respect to, for the
purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting
rights, redemptions and exchanges, and to issue relevant notices to the Holders
of Capital Securities and Holders of Common Securities as to such actions and
applicable record dates;


(f)            to
take all actions and perform such duties as may be required of the Regular
Trustees pursuant to the terms of the Securities;


(g)           to
bring or defend, pay, collect, compromise, arbitrate, resort to legal action,
or otherwise adjust claims or demands of or against the Trust ("Legal Action");


(h)           to
employ or otherwise engage employees and agents (who may be designated as
officers with titles) and managers, contractors, advisors and consultants and
pay reasonable compensation for such services;


(i)            to
cause the Trust to comply with the Trust's obligations under the Trust
Indenture Act;


(j)            to
give the certificate required by Section 314(a)(4) of the Trust Indenture
Act to the Property Trustee, which certificate may be executed by any Regular
Trustee;


(k)           to
incur expenses that are necessary or incidental to carry out any of the
purposes of the Trust;


(l)            to act
as, or appoint another Person to act as, registrar and transfer agent for the
Securities;


(m)          to give
prompt written notice to the Holders of the Securities of any notice received
from the Note Issuer of its election to defer payments of interest on the Notes
by extending the interest payment period under the Indenture;


(n)           to
execute all documents or instruments, perform all duties and powers, and do all
things for and on behalf of the Trust in all matters necessary or incidental to
the foregoing;


 


14





(o)           to take
all action that may be necessary or appropriate for the preservation and the
continuation of the Trust's valid existence, rights, franchises and privileges
as a statutory trust under the laws of the State of Delaware and of each other
jurisdiction in which such existence is necessary to protect the limited
liability of the Holders of the Capital Securities or to enable the Trust to effect
the purposes for which the Trust was created;


(p)           to take
any action, not inconsistent with this Declaration or with applicable law, that
the Regular Trustees determine in their discretion to be necessary or desirable
in carrying out the activities of the Trust as set out in this Section 3.6,
including, but not limited to:


(i)            causing
the Trust not to be deemed to be an Investment Company required to be
registered under the Investment Company Act;


(ii)           causing
the Trust to be classified for United States federal income
tax purposes as a grantor trust; and


(iii)          cooperating
with the Note Issuer to ensure that the Notes will be treated as
indebtedness of the Note Issuer for United States federal income tax purposes,


provided that such
action does not adversely affect the interests of Holders; and


(q)           to take
all action necessary to cause all applicable tax returns and tax information
reports that are required to be filed with respect to the Trust to be duly
prepared and filed by the Regular Trustees, on behalf of the Trust.


The Regular Trustees must
exercise the powers set forth in this Section 3.6 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 3.3,
and the Regular Trustees shall not take any action that is inconsistent with
the purposes and functions of the Trust set forth in Section 3.3.


Subject to this Section 3.6,
the Regular Trustees shall have none of the powers or the authority of the
Property Trustee set forth in Section 3.8.


Any expenses incurred by the
Regular Trustees pursuant to this Section 3.6 shall be reimbursed by the Note
Issuer.


SECTION
3.7   Prohibition of Actions by the Trust and
the Trustees.  


(a)           The
Trust shall not, and the Trustees (including the Property Trustee) shall not,
engage in any activity other than as required or authorized by this
Declaration.  In particular, the Trust
shall not and the Trustees (including the Property Trustee) shall cause the
Trust not to:


 


 


15





(i)            invest
any proceeds received by the Trust from holding the Notes, but shall distribute
all such proceeds to Holders of Securities pursuant to the terms of this
Declaration and of the Securities;


(ii)           acquire
any assets other than as expressly provided herein;


(iii)           possess
Trust property for other than a Trust purpose;


(iv)           make
any loans or incur any indebtedness other than loans
represented by the Notes;


(v)           possess
any power or otherwise act in such a way as to vary the Trust assets or the
terms of the Securities in any way whatsoever;


(vi)          issue
any securities or other evidences of beneficial ownership of, or beneficial
interest in, the Trust other than the Securities; or


(vii)         other
than as provided in this Declaration, (A) direct the time, method and place of
exercising any trust or power conferred upon the Note Trustee with respect to
the Notes, (B) waive any past default that is waivable under the Indenture, (C)
exercise any right to rescind or annul any declaration that the principal of
all the Notes shall be due and payable, or (D) consent to any amendment,
modification or termination of the Indenture or the Notes where such consent
shall be required unless the Trust shall have received an opinion of counsel to
the effect that such modification will not cause more than an insubstantial
risk that for United States federal income tax purposes the Trust will not be
classified as a grantor trust.


SECTION
3.8   Powers and Duties of the Property
Trustee.  


(a)           The
legal title to the Notes shall be owned by and held of record in the name of
the Property Trustee in trust for the benefit of the Holders of the
Securities.  The right, title and
interest of the Property Trustee to the Notes shall vest automatically in each
Person who may hereafter be appointed as Property Trustee in accordance with
Section 5.7.  Such vesting and cessation
of title shall be effective whether or not conveyancing documents with regard
to the Notes have been executed and delivered.


(b)           The
Property Trustee shall not transfer its right, title and interest in the Notes
to the Regular Trustees or to the Delaware Trustee (if the Property Trustee
does not also act as Delaware Trustee).


(c)           The
Property Trustee shall:


(i)            establish
and maintain a segregated non-interest bearing trust account (the "Property
Trustee Account") in the name of and under the exclusive control of the Property
Trustee on behalf of the Holders of the Securities and, upon the receipt of
payments of funds made in respect of the Notes held by the Property Trustee,
deposit such funds into the Property Trustee Account and make  


 


16





payments to the
Holders of the Capital Securities and Holders of the Common Securities from the
Property Trustee Account in accordance with Section 6.1.  Funds in the Property Trustee Account shall
be held uninvested until disbursed in accordance with this Declaration.  The Property Trustee Account shall be an
account that is maintained with a banking institution the rating of whose
long-term unsecured indebtedness is at least equal to the rating assigned to
the Capital Securities by a "nationally recognized statistical rating
organization," as that term is defined for purposes of Rule 436(g)(2) under the
Securities Act;


(ii)           engage
in such ministerial activities as shall be necessary or appropriate to effect
the redemption of the Capital Securities and the Common Securities to the
extent the Notes are prepaid or mature; and


(iii)          upon
written notice of distribution issued by the Regular Trustees in accordance
with the terms of the Securities, engage in such ministerial activities as
shall be necessary or appropriate to effect the distribution of the Notes to
Holders of Securities upon the occurrence of a Special Event or other specified
circumstances pursuant to the terms of the Securities.


(d)           The
Property Trustee shall take all actions and perform such duties as may be
specifically required of the Property Trustee pursuant to the terms of the
Securities.


(e)           The
Property Trustee shall take any Legal Action which arises out of or in
connection with an Event of Default of which a Responsible Officer of the
Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act; provided
however, that if a Nonpayment has occurred and is continuing, a Holder of
Capital Securities may institute directly a proceeding for enforcement of payment
to such Holder of the principal of, premium, if any, or interest on the Notes
having a principal amount equal to the aggregate liquidation amount of the
Capital Securities of such Holder (a "Direct Action") after the respective due
date specified in the Notes.  In
connection with such Direct Action, the rights of the Holders of the Common
Securities will be subrogated to the rights of such Holder of Capital
Securities to the extent of any payment made by the Note Issuer to such Holder
of Capital Securities in such Direct Action.


(f)            The
Property Trustee shall not resign as a Trustee unless either:


(i)            the
Trust has been completely liquidated and the
proceeds of the liquidation distributed to the Holders of Securities pursuant
to the terms of the Securities; or


(ii)           a
Successor Property Trustee has been appointed and
has accepted that appointment in accordance with Section 5.7.


(g)           The Property
Trustee shall have the legal power to exercise all of the rights, powers and
privileges of a holder of Notes under the Indenture and, if an Event of Default
actually known to a Responsible Officer of the Property Trustee occurs and is 


 


17





continuing, the Property Trustee shall, for the benefit of Holders of the
Securities, enforce its rights as holder of the Notes subject to the rights of
the Holders pursuant to the terms of such Securities.


(h)           The
Property Trustee may authorize one or more Paying Agents to pay Distributions,
redemption payments or liquidation payments on behalf of the Trust with respect
to all Securities and any such Paying Agent shall comply with
Section 317(b) of the Trust Indenture Act.  Any Paying Agent may be removed by the Property Trustee at any
time and a successor Paying Agent or additional Paying Agents may be appointed
at any time by the Property Trustee.


(i)            Subject
to this Section 3.8, the Property Trustee shall have none of the duties,
liabilities, powers or the authority of the Regular Trustees set forth in
Section 3.6.


The Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 3.3,
and the Property Trustee shall not take any action that is inconsistent with
the purposes and functions of the Trust set out in Section 3.3.


SECTION
3.9   Certain Duties and Responsibilities of
the Property Trustee.  


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


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


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


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


(B)    in the absence of bad faith on the part of the Property
Trustee, the Property Trustee may conclusively rely, as to the truth of 


 


18





the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Property Trustee and conforming to
the requirements of this Declaration; but in the case of any such certificates
or opinions that by any provision hereof are specifically required to be
furnished to the Property Trustee, the Property Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Declaration;


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


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


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


(v)           the
Property Trustee's sole duty with respect to the custody, safekeeping and
physical preservation of the Notes and the Property Trustee Account shall be to
deal with such property in a similar manner as the Property Trustee deals with
similar property for its own account, subject to the protections and
limitations on liability afforded to the Property Trustee under this
Declaration and the Trust Indenture Act;


(vi)          the
Property Trustee shall have no duty or liability for or with respect to the
value, genuineness, existence or sufficiency of the Notes or the payment of any
taxes or assessments levied thereon or in connection therewith;


(vii)         the
Property Trustee shall not be liable for any interest on any money received by
it except as it may otherwise agree in writing with the Sponsor.  Money held by the Property Trustee need not
be segregated from other funds held by it except in relation to the Property
Trustee Account maintained by the Property Trustee pursuant to Section
3.8(c)(i) and except to the extent otherwise required by law; and


 


19





(viii)         the
Property Trustee shall not be responsible for monitoring the compliance by the
Regular Trustees or the Sponsor with their respective duties under this
Declaration, nor shall the Property Trustee be liable for any default or
misconduct of the Regular Trustees or the Sponsor.


SECTION
3.10          
Certain Rights of
Property Trustee.  


(a)        Subject to the provisions of Section 3.9:


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


(ii)           any
direction or act of the Sponsor or the Regular Trustees contemplated by this
Declaration shall be sufficiently evidenced by an Officers' Certificate;


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


(iv)          the
Property Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording, refiling
or registration thereof;


(v)           the
Property Trustee may consult with counsel or other experts of its selection and
the advice or opinion of such counsel and experts with respect to legal matters
or advice within the scope of such experts' area of expertise shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with such advice or
opinion, and such counsel may be counsel to the Sponsor or any of its Affiliates,
and may include any of its employees. 
The Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Declaration from any court
of competent jurisdiction;


(vi)          the Property
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Declaration at the request or direction of any Holder,
unless such Holder shall have provided to the Property Trustee security and
indemnity, reasonably satisfactory to the Property Trustee, against the costs,
expenses (including attorneys' fees and expenses and the expenses of 


 


20





the Property Trustee's agents, nominees or custodians) and liabilities that
might be incurred by it in complying with such request or direction, including
such reasonable advances as may be requested by the Property Trustee, provided,
that, nothing contained in this Section 3.10(a)(vi) shall be taken to relieve
the Property Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Declaration;


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


(viii)         the
Property Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents, custodians,
nominees or attorneys;


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


(x)           whenever
in the administration of this Declaration the Property Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder, the Property Trustee (i) may request
instructions from the Holders of the Securities which instructions may only be
given by the Holders of the same proportion in liquidation amount of the
Securities as would be entitled to direct the Property Trustee under the terms
of the Securities in respect of such remedy, right or action, (ii) may refrain
from enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be protected in conclusively relying
on or acting in accordance with such instructions;


(xi)          except
as otherwise expressly provided by this Declaration, the Property Trustee shall
not be under any obligation to take any action that is discretionary under the
provisions of this Declaration; and


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


 


 


21





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


SECTION 3.11          
Delaware Trustee.  


Notwithstanding any other
provision of this Declaration other than Section 5.2, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of the Regular Trustees or the
Property Trustee described in this Declaration.  Except as set forth in Section 5.2, the Delaware Trustee shall be
a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act.


SECTION 3.12          
Execution of
Documents.  


Unless otherwise determined by
the Regular Trustees, and except as otherwise required by the Statutory Trust
Act, any Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees have the power and authority to execute
pursuant to Section 3.6; provided that any registration statement
referred to in Section 3.6(b), including any amendments thereto, shall be
signed by a majority of the Regular Trustees holding office at the time of such
signing.


SECTION 3.13          
Not Responsible for
Recitals or Issuance of Securities. 



The recitals contained in this
Declaration and the Securities shall be taken as the statements of the Sponsor,
and the Trustees do not assume any responsibility for their correctness.  The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof.  The Trustees make no representations as to
the validity or sufficiency of this Declaration or the Securities.


SECTION 3.14          
Duration of Trust.  


The Trust, unless terminated
pursuant to the provisions of Article 8, shall have existence until January 1,
2058.


SECTION 3.15          
Mergers.  


(a)        The Trust may not
consolidate, amalgamate or merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any
corporation or other body, except as described in Section 3.15(b) and (c).


(b)        The Trust
may, with the consent of a majority of the Regular Trustees and without the
consent of the Holders of the Securities, the Delaware Trustee or the Property




 


22





Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any state; provided that:


(i)         if the
Trust is not the survivor, such successor entity (the "Successor Entity")
either:


(A)    expressly assumes all of the
obligations of the Trust under the Securities; or


(B)    substitutes for the Securities other
securities having substantially the same terms as the Securities (the
"Successor Securities") so long as the Successor Securities rank the same as
the Securities rank with respect to Distributions and payments upon
liquidation, redemption and otherwise;


(ii)        the Note
Issuer expressly acknowledges a trustee of the Successor Entity that possesses
the same powers and duties as the Property Trustee as the Holder of the Notes;


(iii)       the
Capital Securities or any Successor Securities which are Capital Securities are
listed, or any Successor Securities of the Capital Securities will be listed
upon notification of issuance, on any national or international securities
exchange or with another organization, if any, on which the Capital Securities
are then listed or quoted;


(iv)       such
merger, consolidation, amalgamation or replacement does not cause the Capital
Securities (including any Successor Securities of the Capital Securities) to be
downgraded by any nationally recognized statistical rating organization;


(v)        such
merger, consolidation, amalgamation or replacement does not adversely affect
the rights, preferences and privileges of the Holders of the  Securities (including any Successor
Securities) in any material respect (other than with respect to any dilution of
such Holders' interests in the new or successor entity as a result of such
merger, consolidation or replacement);


(vi)       such
Successor Entity has a purpose identical to that of the Trust;


(vii)      prior to
such merger, consolidation, amalgamation or replacement, the Sponsor has
received an opinion of a nationally recognized independent counsel to the Trust
experienced in such matters to the effect that:


(A)    such merger,
consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the Holders of the Securities (including
any Successor Securities) in any material respect (other than with respect to
any dilution of the Holders' interest in the new entity);


 


23





(B)    following such
merger, consolidation, amalgamation or replacement, neither the Trust nor the
Successor Entity will be required to register as an Investment Company; and


(C)    following such
merger, consolidation, amalgamation or replacement, the Trust (or the Successor
Entity) will continue to be classified as a grantor trust for United States
federal income tax purposes; and


(viii)      the
Sponsor guarantees the obligations of such Successor Entity under the Successor
Securities at least to the extent provided by the Capital Securities Guarantee
and the Common Securities Guarantee.


(c)        Notwithstanding
Section 3.15(b), the Trust shall not, except with the consent of Holders of
100% in liquidation amount of the Securities, consolidate, amalgamate, merge
with or into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, merger, amalgamation or replacement would cause the Trust or
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.


ARTICLE 4

SPONSOR


SECTION 4.1  
Sponsor's Purchase
of Common Securities.  


On the Closing Date, the Trust will issue, and the
Sponsor will purchase, the Common Securities issued by the Trust in an amount
at least equal to 3% of the capital of the Trust at the same time as any
Capital Securities are sold.


SECTION
4.2   Responsibilities of the Sponsor.  


In connection with the issuance
and sale of the Capital Securities, the Sponsor shall have the exclusive right
and responsibility to engage in the following activities:


(a)        to prepare
for filing by the Trust with the Commission one or more registration statements
on Form S-3 in relation to the Capital Securities, including any amendments
thereto;


(b)        to
determine the states in which to take appropriate action to qualify or register
for sale all or part of the Capital Securities and to do any and all such acts,
other than actions which must be taken by the Trust, and advise the Trust of
actions it must take, and prepare for execution and filing any documents to be
executed and filed by the Trust, as the Sponsor deems necessary or advisable in
order to comply with the applicable laws of any such states;


(c)        to prepare
for filing when required by the Trust an application to any national or
international stock exchange or the Nasdaq National Market for listing upon
notice of issuance of any Capital Securities if the Capital Securities are to
be listed;


 


24





(d)        to prepare
for filing by the Trust with the Commission (i) any required registration
statements on Form 8-A relating to the registration of the Capital Securities
under Section 12(b) or 12(g) of the Exchange Act, including any amendments
thereto and (ii) any other filings required under the Exchange Act; and


(e)        to
negotiate the terms of the Underwriting Agreement providing for the sale of the
Capital Securities and the Capital Securities Guarantee.


In addition, the Sponsor shall have the right at any
time to cause the Trust to be dissolved and the Notes held by the Trust to be
distributed to Holders of the Securities.


SECTION
4.3   Covenants of the Sponsor.  


For so long as the Capital
Securities remain outstanding, the Sponsor will covenant (i) to maintain 100%
direct or indirect ownership of the Common Securities, (ii) to use its
reasonable best efforts to cause the Trust (a) to remain a statutory trust,
except as permitted by this Declaration in connection with the Trust's
liquidation, merger or consolidation, and (b) to not be classified as an
association taxable as a corporation or a publicly traded partnership taxable
as a corporation for United States federal income tax purposes and (iii) to use
its reasonable best efforts to cause each Holder of Securities to be treated as
owning an undivided beneficial ownership interest in the assets of the Trust.


ARTICLE 5

TRUSTEES


SECTION
5.1   Number of Trustees.  


The number of Trustees of this
Trust shall be four, and:


(a)           at any
time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of
Trustees; and


(b)           after
the issuance of any Securities, the number of Trustees may be increased or
decreased by vote of the Holders of a majority in liquidation amount of the
Common Securities voting as a class at a meeting of the Holders of the Common
Securities; provided, however, that, the number of Trustees shall
in no event be less than two; provided further that (1) one
Trustee, in the case of a natural person, shall be a person who is a resident
of the State of Delaware or that, if not a natural person, is an entity which
has its principal place of business in the State of Delaware (the "Delaware
Trustee"); (2) there shall be at least one Trustee who is an employee or
officer of, or is affiliated with the Sponsor (a "Regular Trustee"); and (3)
one Trustee shall be the Property Trustee for so long as this Declaration is
required to qualify as an indenture under the Trust Indenture Act, and such
Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.


SECTION
5.2   Qualifications of Delaware Trustee.  


If required by the Statutory
Trust Act, the Delaware Trustee shall be:


 


25





(a)           a
natural person who is a resident of the State of Delaware; or


(b)           if not
a natural person, an entity which has its principal place of business in the
State of Delaware, and otherwise meets the requirements of applicable law,


provided that, if
the Property Trustee has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law, then the
Property Trustee shall also be the Delaware Trustee and Section 3.11 shall have
no application.


SECTION 5.3  
Property Trustee;
Eligibility.  


(a)           There
shall at all times be one Trustee which shall act as Property Trustee which
shall:


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


(ii)           be a
corporation organized and doing business under the laws of the United States of
America or any state or territory thereof or of the District of Columbia, or a
corporation or Person permitted by the Commission to act as a Property Trustee
under the Trust Indenture Act, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
and subject to supervision or examination by Federal, state, territorial or
District of Columbia authority.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the supervising or examining authority referred to
above, then for the purposes of this Section 5.3(a)(ii), the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.


(b)           If at
any time the Property Trustee shall cease to be eligible to so act under
Section 5.3(a), the Property Trustee shall immediately resign in the manner and
with the effect set forth in Section 5.7(c).


(c)           If the
Property Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and
the Holder of the Common Securities (as if it were the obligor referred to in
Section 310(b) of the Trust Indenture Act) shall in all respects comply with
the provisions of Section 310(b) of the Trust Indenture Act.


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


(e)           The initial
Property Trustee shall be The Bank of New York.


 


26





SECTION 5.4  
Certain
Qualifications of Regular Trustees and Delaware Trustee Generally.


Each Regular Trustee and the
Delaware Trustee (unless the Property Trustee also acts as Delaware Trustee)
shall either be a natural person who is at least 21 years of age or a legal
entity that shall act through one or more Authorized Officers.


SECTION
5.5   Regular Trustees.


As of the date of this
Declaration, the Regular Trustees shall be Karen A. Gosnell and James T.
Houghton.


(a)        Except as expressly set forth in
this Declaration and except if a meeting of the Regular Trustees is called with
respect to any matter over which the Regular Trustees have power to act, any
power of the Regular Trustees may be exercised by, or with the consent of, any
one such Regular Trustee.


(b)        Unless
otherwise determined by the Regular Trustees, and except as otherwise required
by the Statutory Trust Act or applicable law, any Regular Trustee is authorized
to execute on behalf of the Trust any documents which the Regular Trustees have
the power and authority to cause the Trust to execute pursuant to Section 3.6, provided,
that, the registration statement referred to in Section 3.6, including
any amendments thereto, shall be signed by a majority of the Regular Trustees;
and


(c)        A Regular
Trustee may, by power of attorney consistent with applicable law, delegate to
any other natural person over the age of 21 his or her power for the purposes
of signing any documents which the Regular Trustees have power and authority to
cause the Trust to execute pursuant to Section 3.6.


SECTION
5.6   Appointment of Delaware Trustee.  


The initial Delaware Trustee
shall be The Bank of New York (Delaware).


SECTION
5.7   Appointment, Removal and Resignation of
Trustees.  


(a)           Subject
to Section 5.7(b), Trustees may be appointed or removed without cause at any
time:


(i)            until
the issuance of any Securities, by written instrument executed by the Sponsor;
and


(ii)           after
the issuance of any Securities, by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities or by unanimous written consent of the
Holders of the Common Securities.


(b)        (i)           
the Property Trustee shall not be removed in accordance with Section 5.7(a)
until a successor trustee possessing the qualifications to act as Property 


 


27





Trustee under Section 5.3 (a "Successor Property Trustee") has been appointed
and has accepted such appointment by written instrument executed by such
Successor Property Trustee and delivered to the Regular Trustees and the
Sponsor; and


(ii)           the
Delaware Trustee shall not be removed in accordance with Section 5.7(a) until a
successor Trustee possessing the qualifications to act as Delaware Trustee
under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed
and has accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the Regular Trustees and the
Sponsor.


(c)        A Trustee
appointed to office shall hold office until his successor shall have been
appointed or until his death, removal or resignation.  Any Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing signed by the Trustee and
delivered to the Sponsor and the Trust, which resignation shall take effect
upon such delivery or upon such later date as is specified therein; provided,
however, that:


(i)            No
such resignation of the Property Trustee shall be effective:


(A)    until a Successor Property Trustee
has been appointed and has accepted such appointment by instrument executed by
such Successor Property Trustee and delivered to the Trust, the Sponsor and the
resigning Property Trustee; or


(B)    until the assets of the Trust have
been completely liquidated and the proceeds thereof distributed to the holders
of the Securities; and


(ii)           no
such resignation of the Delaware Trustee shall be effective until a Successor
Delaware Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.


(d)        The
Holders of the Common Securities shall use their best efforts to promptly
appoint a Successor Delaware Trustee or Successor Property Trustee as the case
may be if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.7.


(e)        If no
Successor Property Trustee or Successor Delaware Trustee shall have been
appointed and accepted appointment as provided in this Section 5.7 within 60
days after delivery of an instrument of resignation or removal, the Property
Trustee or Delaware Trustee resigning or being removed, as applicable, may
petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee.  Such court may thereupon, after prescribing such notice, if any,
as it may deem proper and prescribe, appoint a Successor Property Trustee or
Successor Delaware Trustee, as the case may be.


 


28





(f)            No
Property Trustee or Delaware Trustee shall be liable for the acts or omissions
to act of any Successor Property Trustee or successor Delaware Trustee, as the
case may be.


SECTION
5.8   Vacancies Among Trustees.  


If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1,
a vacancy shall occur.  A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive
evidence of the existence of such vacancy. 
The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.7.


SECTION
5.9   Effect of Vacancies.  


The death, resignation,
retirement, removal, bankruptcy, dissolution, liquidation, incompetence or
incapacity to perform the duties of a Trustee shall not operate to annul the
Trust.  Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the
appointment of a Regular Trustee in accordance with Section 5.7, the Regular
Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.


SECTION 5.10          
Meetings.


If there is more than one
Regular Trustee, meetings of the Regular Trustees shall be held from time to
time upon the call of any Regular Trustee.  Regular meetings of the Regular Trustees may be held at a time and
place fixed by resolution of the Regular Trustees.  Notice of any in-person meetings of the Regular Trustees shall be
hand delivered or otherwise delivered in writing (including by facsimile, with
a hard copy by overnight courier) not less than 48 hours before such
meeting.  Notice of any telephonic
meetings of the Regular Trustees or any committee thereof shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 24 hours before a meeting.  Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the ground
that the meeting has not been lawfully called or convened.  Unless provided otherwise in this
Declaration, any action of the Regular Trustees may be taken at a meeting by
vote of a majority of the Regular Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting by the unanimous written consent of
the Regular Trustees.  Any and all
actions of the Regular Trustees also may be evidenced by a written consent of
such Regular Trustee.


SECTION 5.11          
Delegation of Power.


(a)           Any Regular
Trustee may, by power of attorney consistent with applicable law, delegate to
any other natural person over the age of 21 his or her power 


 


29





for the purpose of executing any documents contemplated in Section 3.6,
including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and


(b)           The
Regular Trustees shall have power to delegate from time to time to such of
their number or to officers of the Trust the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Regular Trustees or otherwise as the Regular Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary
to the provisions of the Trust, as set forth herein.


SECTION 5.12          
Merger, Conversion,
Consolidation, Amalgamation or Succession to Business.  


Any Person into which the Property Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any Person resulting from any merger,
conversion, consolidation or amalgamation to which the Property Trustee or the
Delaware Trustee, as the case may be, shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Property Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Property Trustee or the Delaware Trustee, as the case may be,
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act
on the part of any of the parties hereto.


ARTICLE 6

DISTRIBUTIONS


SECTION
6.1   Distributions.  


Holders shall receive
Distributions at the times and in accordance with the applicable terms of the
relevant Holder's Securities.  If and to
the extent that the Note Issuer makes a payment of interest (including
Compounded Interest, as defined in the Indenture) and Additional Interest (as
defined in the Indenture), premium or principal on the Notes held by the
Property Trustee (the amount of any such payment being a "Payment Amount"), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose and without further action by the Regular Trustees, to make a
Distribution of the Payment Amount to Holders. 
The term "Distributions" as used herein includes such cash distributions
and any such interest payable unless otherwise stated.  Distributions shall be made on the Capital
Securities and the Common Securities in accordance with the preferences set forth
in their respective terms.


ARTICLE 7

ISSUANCE OF SECURITIES


SECTION 7.1  
General Provisions
Regarding Securities.


(a)           The Regular
Trustees shall on behalf of the Trust issue the Capital Securities which shall
have such terms as are set forth in a completed Designation of Terms in the form
attached hereto as Annex I, in the amounts, at the times and with such 


 


30





additions, deletions, modifications and completions as may be approved by the
Regular Trustees (the "Designation of Terms"), and one class of Common
Securities representing undivided beneficial interests in the assets of the
Trust in the amounts, at the times and having such terms as are set forth in a
completed  Designation of Terms.  The Trust shall issue no securities
or other interests in the assets of the Trust other than the Capital Securities
and the Common Securities.


(b)           The Regular Trustees shall negotiate
the terms of the Underwriting Agreement relating to the Capital Securities.


(c)           The
Securities are subject to redemption as provided in the Designation of Terms.


(d)           The
Certificates shall be signed on behalf of the Trust by a Regular Trustee.  Such signature shall be the manual signature
of any present or any future Regular Trustee. 
In case any Regular Trustee of the Trust who shall have signed any of
the Certificates shall cease to be such Regular Trustee before the Certificates
so signed shall be delivered by the Trust, such Certificates nevertheless may
be delivered as though the person who signed such Certificates had not ceased
to be such Regular Trustee.  Any
Certificate may be signed on behalf of the Trust by such persons who, at the
actual date of execution of such Security, shall be the Regular Trustees of the
Trust, although at the date of the execution and delivery of the Declaration
any such person was not such a Regular Trustee.  Certificates shall be typed, printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the Regular Trustees may deem appropriate, or as may be
required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.


(e)           The
consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute
a loan to the Trust.


(f)            Upon
issuance of the Securities as provided in this Declaration, the Securities so
issued shall be deemed to be validly issued, fully paid and non-assessable.


(g)           Every
Person, by virtue of having become a Holder or a Capital Security Beneficial
Owner in accordance with the terms of this Declaration, shall be deemed to have
expressly assented and agreed to the terms of, and shall be bound by, this
Declaration, including the Designation of Terms.


(h)           The Securities are not, and shall not
be deemed to be, savings accounts or bank deposits or an obligation of or
guaranteed by any banking affiliate of the Note Issuer and are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency.


 


31





SECTION
7.2   Paying Agent.  


In the event that the Capital Securities are not in
Book-Entry only form, the Trust shall maintain in New York, New York, an office
or agency where the Capital Securities may be presented for payment ("Paying
Agent).  The Trust may appoint the
Paying Agent and may appoint one or more additional paying agents in such other
locations as it shall determine and shall make such appointment in any other
location required by law or the rules of any securities exchange on which the
Capital Securities may be listed.  The
term "Paying Agent" includes any additional paying agent.  The Trust may change any Paying Agent
without prior notice to any Holder.  The
Trust shall notify the Property Trustee of the name and address of any Paying
Agent not a party to this Declaration. 
If the Trust fails to appoint or maintain another entity as Paying
Agent, the Property Trustee shall act as such. 
The Trust or any of its Affiliates may act as Paying Agent.  The Property Trustee shall initially act as
Paying Agent for the Capital Securities and the Trust shall initially act as
Paying Agent for the Common Securities.


ARTICLE 8

TERMINATION OF TRUST


SECTION
8.1   Termination of Trust.  


(a)        The
Trust shall dissolve:


                        (i)          
upon the bankruptcy of the Sponsor;


                        (ii)         upon the filing of a certificate of
dissolution or its equivalent with respect to the Sponsor; upon the consent of
a Majority in liquidation amount of the Securities voting together as a single
class to dissolve the Trust; or upon the revocation of the Sponsor's charter
and the expiration of 90 days after the date of revocation without a reinstatement
thereof;


      (iii)         upon
the entry of a decree of judicial dissolution of the Holder of the Common
Securities, the Sponsor or the Trust;


      (iv)          when all of the Securities shall have
been called for redemption and the amounts necessary for redemption thereof
shall have been paid to the Holders in accordance with the terms of the
Securities;


      (v)           at the election of the Sponsor at any
time pursuant to which the Trust shall have been dissolved in accordance with
the terms of the Securities and all of the Notes shall have been distributed to
the Holders of Securities in exchange for all of the Securities; or


                        (vi)          before the issuance of any Securities,
with the consent of all of the Regular Trustees and the Sponsor.


(b)           As soon as is
practicable after the occurrence of an event referred to in Section 8.1(a), the
Trustees shall, after satisfaction of all obligations of the Trust, file a 


 


32





certificate of cancellation with the Secretary of State of the State of
Delaware and the Trust shall terminate.


(c)           The
provisions of Section 3.9 and Article 10 shall survive the termination of
the Trust.


ARTICLE 9

TRANSFER OF INTERESTS


SECTION
9.1   Transfer of Securities.  


(a)           Securities
may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration and in the terms of the
Securities.  Any transfer or purported
transfer of any Security not made in accordance with this Declaration shall be
null and void.


(b)           Subject
to this Article 9 and Section 4.3, the Sponsor and any Related Party may only
transfer Common Securities to the Sponsor or a Related Party of the Sponsor; provided
that any such transfer is subject to the condition precedent that the
transferor obtain the written opinion of a nationally recognized independent
counsel experienced in such matters that such transfer would not cause more
than an insubstantial risk that:


(i)         the Trust would not be classified for
United States federal income tax purposes as an association or a publicly
traded partnership taxable as a corporation; and


(ii)        the Trust would be an Investment Company
or the transferee would become an Investment Company.


SECTION
9.2   Transfer of Certificates.  


The Regular Trustees shall
provide for the registration of Certificates and of transfers of Certificates,
which will be effected without charge but only upon payment (with such
indemnity as the Regular Trustees may require) in respect of any tax or other
government charges that may be imposed in relation to it.  Upon surrender for registration of transfer
of any Certificate, the Regular Trustees shall cause one or more new
Certificates to be issued in the name of the designated transferee or
transferees.  Every Certificate
surrendered for registration of transfer shall be accompanied by a written
instrument of transfer in form satisfactory to the Regular Trustees duly
executed by the Holder or such Holder's attorney duly authorized in
writing.  Each Certificate surrendered
for registration of transfer shall be canceled by the Regular Trustees.  A transferee of a Certificate shall be
entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Certificate.  By acceptance of a Certificate, each transferee shall be deemed
to have agreed to be bound by this Declaration.


 


33





SECTION
9.3   Deemed Security Holders.  


The Trustees may treat the
Person in whose name any Certificate shall be registered on the books and
records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust shall have actual or other notice thereof.


SECTION
9.4   Book-Entry Interests.  


Unless otherwise specified in
the terms of the Capital Securities, the Capital Securities Certificates, on
original issuance, will be issued in the form of one or more fully registered, global
Capital Security Certificates, to be delivered to the Depository, the initial
Clearing Agency (each a "Global Security"), by, or on behalf of, the
Trust.  Such Global Securities shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of the Depository, and no Capital Security
Beneficial Owner will receive a definitive Capital Security Certificate
representing such Capital Security Beneficial Owner's interests in such Global
Securities, except as provided in Section 9.7. 
Unless and until definitive, fully registered Capital Security
Certificates (the "Definitive Capital Security Certificates") have been issued
to the Capital Security Beneficial Owners pursuant to Section 9.7:


(a)           the
provisions of this Section 9.4 shall be in full force and effect;


(b)           the
Trust and the Trustees shall be entitled to deal with the Clearing Agency for
all purposes of this Declaration (including the payment of Distributions on the
Global Securities and receiving approvals, votes or consents hereunder) as the
sole Holder of the Capital Securities and shall have no obligation to the
Capital Security Beneficial Owners;


(c)           to the
extent that the provisions of this Section 9.4 conflict with any other
provisions of this Declaration, the provisions of this Section 9.4 shall
control; and


(d)           the
rights of the Capital Security Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law
and agreements between such Capital Security Beneficial Owners and the Clearing
Agency and/or the Clearing Agency Participants.  The Depository will make Book-Entry transfers among the Clearing
Agency Participants and receive and transmit payments of Distributions on the
Global Securities to such Clearing Agency Participants.


SECTION
9.5   Notices to Clearing Agency.  


Whenever a notice or other
communication to the Capital Security Holders is required under this
Declaration, unless and until Definitive Capital Security Certificates shall
have been issued to the Capital Security Beneficial Owners pursuant to Section
9.7, the Regular Trustees shall give all such notices and communications
specified herein to be given to the Capital Security Holders to the Clearing
Agency, and shall have no notice obligations to the Capital Security Beneficial
Owners.


 


34





SECTION
9.6   Appointment of Successor Clearing Agency.  


If any Clearing Agency elects
to discontinue its services as securities depositary with respect to the
Capital Securities, the Regular Trustees may, in their sole discretion, appoint
a successor Clearing Agency with respect to such Capital Securities.


SECTION
9.7   Definitive Capital Security Certificates.  


If:


(a)           a
Clearing Agency elects to discontinue its services as securities depositary
with respect to the Capital Securities and a successor Clearing Agency is not
appointed within 90 days after such discontinuance pursuant to Section 9.6; or


(b)           the
Regular Trustees elect after consultation with the Sponsor to terminate the
Book-Entry system through the Clearing Agency with respect to the Capital
Securities;


then:


(c)           Definitive
Capital Security Certificates shall be prepared by the Regular Trustees on
behalf of the Trust with respect to such Capital Securities; and


(d)           upon
surrender of the Global Securities by the Clearing Agency, accompanied by
registration instructions, the Regular Trustees shall cause Definitive Capital
Security Certificates to be delivered to Capital Security Beneficial Owners in
accordance with the instructions of the Clearing Agency.  Neither the Trustees nor the Trust shall be
liable for any delay in delivery of such instructions and each of them may
conclusively rely on and shall be protected in relying on, said instructions of
the Clearing Agency.  The Definitive
Capital Security Certificates shall be typed, printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Capital
Securities may be listed, or to conform to usage.


Otherwise, Definitive Capital Security Certificates will
not be issued.


SECTION
9.8   Mutilated, Destroyed, Lost or Stolen
Certificates.  


If:


(a)           any
mutilated Certificates should be surrendered to the Regular Trustees, or if the
Regular Trustees shall receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate; and


 


35





(b)           there
shall be delivered to the Regular Trustees such security or indemnity as may be
required by them to keep each of them harmless,


then, in the absence of notice that such Certificate
shall have been acquired by a bona fide purchaser, any Regular Trustee on
behalf of the Trust shall execute and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination.  In connection with
the issuance of any new Certificate under this Section 9.8, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of an ownership interest in
the relevant Securities, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


ARTICLE 10

LIMITATION OF LIABILITY OF

HOLDERS OF SECURITIES, TRUSTEES OR OTHERS


SECTION 10.1      
Liability.  


(a)           Except
as expressly set forth in this Declaration, the Securities Guarantees and the
terms of the Securities, the Sponsor shall not:


(i)            be personally
liable for the return of any portion of the capital contributions (or any
return thereon) of the Holders of the Securities which shall be made solely
from assets of the Trust; and


(ii)           be
required to pay to the Trust or to any Holder of Securities any deficit upon
dissolution of the Trust or otherwise.


(b)           Pursuant
to Section 3803(a) of the Statutory Trust Act, the Holders of the Capital
Securities shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations organized for profit under the
General Corporation Law of the State of Delaware.


SECTION 10.2      
Exculpation.  


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


(b)           An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements 


 


36





presented to the Trust by any Person as to matters the Indemnified Person
reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.


SECTION
10.3      
Fiduciary Duty.  


(a)           To the
extent that, at law or in equity, an Indemnified Person has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to any other
Covered Person, an Indemnified Person acting under this Declaration shall not
be liable to the Trust or to any other Covered Person for its good faith
reliance on the provisions of this Declaration.  The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity (other than the duties imposed on the Property Trustee
under the Trust Indenture Act), are agreed by the parties hereto to replace
such other duties and liabilities of such Indemnified Person.


(b)        Unless otherwise expressly provided
herein:


(i)            whenever
a conflict of interest exists or arises between any Covered Persons; or


(ii)           whenever
this Declaration or any other agreement contemplated herein or therein provides
that an Indemnified Person shall act in a manner that is, or provides terms
that are, fair and reasonable to the Trust or any Holder of Securities;


the Indemnified Person shall resolve such conflict of
interest, take such action or provide such terms, considering in each case the
relative interest of each party (including its own interest) to such conflict,
agreement, transaction or situation and the benefits and burdens relating to
such interests, any customary or accepted industry practices, and any
applicable generally accepted accounting practices or principles.  In the absence of bad faith by the Indemnified
Person, the resolution, action or term so made, taken or provided by the
Indemnified Person shall not constitute a breach of this Declaration or any
other agreement contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.


(c)           Whenever
in this Declaration an Indemnified Person is permitted or required to make a
decision:


(i)            in its
"discretion" or under a grant of similar authority, the Indemnified Person
shall be entitled to consider such interests and factors as it desires,
including its own interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the Trust or any other
Person; or           


 


37





(ii)           in its
"good faith" or under another express standard, the Indemnified Person shall
act under such express standard and shall not be subject to any other or
different standard imposed by this Declaration or by applicable law.


SECTION 10.4          
Indemnification.  


(a)    (i)   The Note Issuer shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Trust) by reason of the fact that he
is or was a Company Indemnified Person against expenses (including attorneys'
fees and expenses), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Company Indemnified Person did not act in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.


(ii)           The
Note Issuer shall indemnify, to the full extent permitted by law, any Company
Indemnified Person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
Trust to procure a judgment in its favor by reason of the fact that he is or
was a Company Indemnified Person against expenses (including attorneys' fees
and expenses) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Trust and except that no such indemnification shall be made in respect of
any claim, issue or matter as to which such Company Indemnified Person shall
have been adjudged to be liable to the Trust unless and only to the extent that
the Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper.


(iii)          To the
extent that a Company Indemnified Person shall be successful on the merits or
otherwise (including dismissal of an action without prejudice or the settlement
of an action without admission of liability) in defense of any action, suit or
proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
defense of any claim, issue or matter therein, he shall be 


 


38





indemnified, to the full extent permitted by law, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.


(iv)          Any
indemnification under paragraphs (i) and (ii) of this Section 10.4(a) (unless
ordered by a court) shall be made by the Note Issuer only as authorized in the
specific case upon a determination that indemnification of the Company
Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii).  Such determination shall be made (1) by the
Regular Trustees by a majority vote of a quorum consisting of such Regular
Trustees who were not parties to such action, suit or proceeding, (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
Regular Trustees so directs, by independent legal counsel in a written opinion,
or (3) by the Holders of the Common Securities.


(v)           Expenses
(including reasonable attorneys' fees and expenses) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a) shall be paid by the Note Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Note Issuer as authorized in this Section 10.4(a).  Notwithstanding the foregoing, no advance
shall be made by the Note Issuer if a determination is reasonably and promptly made
(i) by the Regular Trustees by a majority vote of a quorum of disinterested
Regular Trustees, (ii) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Regular Trustees so directs, by
independent legal counsel in a written opinion or (iii) the Common Security
Holder of the Trust, that, based upon the facts known to the Regular Trustees,
counsel or the Common Security Holder at the time such determination is made,
such Company Indemnified Person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful.  In no event shall any advance
be made in instances where the Regular Trustees, independent legal counsel or
Common Security Holder reasonably determine that such person deliberately
breached his duty to the Trust or to the Holders of the Common or Capital
Securities.


(vi)          The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of
any other rights to which those seeking indemnification and advancement of
expenses may be entitled under any agreement, vote of stockholders or
disinterested directors of the Note Issuer or Capital Security Holders of the
Trust or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.  All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided by a
contract between the Note Issuer and each Company Indemnified Person who 


 


39





serves in such capacity at any time while this Section 10.4(a) is in effect. 
Any repeal or modification of this Section 10.4(a) shall not affect any rights
or obligations then existing.


(vii)         The
Note Issuer or the Trust may purchase and maintain insurance on behalf of any
person who is or was a Company Indemnified Person against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Note Issuer would have the power to
indemnify him against such liability under the provisions of this Section
10.4(a).


(viii)         For
purposes of this Section 10.4(a), references to "the Trust" shall include, in
addition to the resulting or surviving entity, any constituent entity
(including any constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of
such constituent entity as a director, trustee, officer, employee or agent of
another entity, shall stand in the same position under the provisions of this
Section 10.4(a) with respect to the resulting or surviving entity as he would
have with respect to such constituent entity if its separate existence had
continued.


(ix)          The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Section 10.4(a) shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Company Indemnified
Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.


(b)           The Note Issuer agrees to indemnify
the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Property Trustee or the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians, nominees
or agents of the Property Trustee or the Delaware Trustee (each of the Persons
in (i) through (iv) being referred to as a "Fiduciary Indemnified Person") for,
and to hold each Fiduciary Indemnified Person harmless against, any and all
loss, liability, damage, claim or expense including taxes (other than taxes
based on the income of such Fiduciary Indemnified Person) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.  The obligation to indemnify as set forth in
this Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration.


SECTION
10.5      
Outside Businesses.  


Any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess
an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and  


 


40





the Holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper.  No Covered Person, the
Sponsor, the Delaware Trustee, or the Property Trustee shall be obligated to
present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee
and the Property Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. 
Any Covered Person, the Delaware Trustee and the Property Trustee may
engage or be interested in any financial or other transaction with the Sponsor
or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.


ARTICLE 11

ACCOUNTING


SECTION 11.1          
Fiscal Year.


The fiscal year ("Fiscal Year")
of the Trust shall be the calendar year or such other year as is required by
the Code.


SECTION 11.2          
Certain Accounting
Matters.


(a)           At all
times during the existence of the Trust, the Regular Trustees shall keep, or
cause to be kept, full books of account, records and supporting documents,
which shall reflect in reasonable detail each transaction of the Trust.  


(b)           The
Regular Trustees shall cause to be duly prepared and delivered to each of the
Holders of Securities any annual United States federal income tax information
statement, required by the Code, containing such information with regard to the
Securities held by each Holder as is required by the Code and the Treasury
Regulations.  The Regular Trustees shall
endeavor to deliver all such statements within such period after the end of
each Fiscal Year of the Trust as required by the Treasury Regulations; and


(c)           The
Regular Trustees shall cause to be duly prepared and filed with the appropriate
taxing authority, an annual United States federal income tax return, on a Form
1041 or such other form required by United States federal income tax law, and
any other annual income tax returns required to be filed by the Regular
Trustees on behalf of the Trust with any state or local taxing authority.


SECTION 11.3          
Banking.


The Trust shall maintain one or
more bank accounts in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the Notes held by the
Property Trustee shall be made directly to the Property Trustee Account and no
other funds of the Trust shall be deposited in the Property Trustee
Account.  The sole signatories for such




 


41





accounts shall be designated by the Regular Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Trustee Account.


SECTION 11.4          
Withholding.


The Trust and the Regular
Trustees shall comply with all withholding requirements under United States
federal, state and local law.  The Trust
shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably
be requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. 
The Regular Trustees shall file required forms with applicable
jurisdictions and, unless an exemption from withholding is properly established
by a Holder, shall remit amounts withheld with respect to the Holder to
applicable jurisdictions.  To the extent
that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the
amount withheld shall be deemed to be a distribution in the amount of the
withholding to the Holder.  In the event
of any claim over withholding, the Holders shall be limited to an action
against the applicable jurisdiction.  If
the amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding.


ARTICLE 12

AMENDMENTS AND MEETINGS


SECTION
12.1          
Amendments.


(a)           Except
as otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument
approved and executed by:


(i)            the
Regular Trustees (or, if there are more than two Regular Trustees a majority of
the Regular Trustees);


(ii)           if the
amendment affects the rights, powers, duties, obligations or immunities of the
Property Trustee, the Property Trustee; and


(iii)          if the
amendment affects the rights, powers, duties, obligations or immunities of the
Delaware Trustee, the Delaware Trustee.


(b)           No
amendment shall be made, and any such purported amendment shall be void and
ineffective:


(i)            unless,
in the case of any proposed amendment, the Property Trustee shall have first
received an Officers' Certificate from each of the Trust and the Sponsor that
such amendment is permitted by, and conforms to, the terms of this Declaration
(including the terms of the Securities);


 


42





(ii)           unless,
in the case of any proposed amendment which affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property Trustee shall
have first received:


(A)    an Officers'
Certificate from each of the Trust and the Sponsor that such amendment is
permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); and


(B)    an opinion of
counsel (who may be counsel to the Sponsor or the Trust) that such amendment is
permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); and


(iii)          to the
extent the result of such amendment would be to:


(A)    cause the Trust
to fail to continue to be classified for purposes of United States federal
income taxation as a grantor trust;


(B)    reduce or
otherwise adversely affect the powers of the Property Trustee in contravention
of the Trust Indenture Act; or


(C)    cause the Trust
to be deemed to be an Investment Company required to be registered under the
Investment Company Act.


(c)           At such
time after the Trust has issued any Securities that remain outstanding, any
amendment that would adversely affect the rights, privileges or preferences of
any Holder of Securities may be effected only with such additional requirements
as may be set forth in the terms of such Securities.


(d)           Section
10.1(b) and this Section 12.1 shall not be amended without the consent of all
of the Holders of the Securities.


(e)           Article
4 shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities.


(f)            The
rights of the holders of the Common Securities under Article 5 to increase or
decrease the number of, and appoint and remove Trustees, shall not be amended
without the consent of the Holders of a Majority in liquidation amount of the
Common Securities.


(g)           Notwithstanding
Section 12.1(c), this Declaration may be amended without the consent of the
Holders of the Securities to:


(i)            cure
any ambiguity;


(ii)           correct
or supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration;


(iii)          add to
the covenants, restrictions or obligations of the Sponsor;


 


43





(iv)          conform
to any change in Rule 3a-5 or any written change in interpretation or
application of Rule 3a-5 by any legislative body, court, government agency or
regulatory authority which amendment does not have a material adverse effect on
the right, preferences or privileges of the Holders;


(v)           modify,
eliminate and add to any provision of the Declaration to such extent as may be
necessary to carry out its provisions, including making any redemption of the
Notes or dissolution of the Trust and distribution of the Notes to the Holders
of the Securities in exchange for all of the Securities; and


(vi)          evidence and provide for the
appointment of Successor Trustees hereunder.


SECTION 12.2          
Meetings of the
Holders of Securities; Action by Written Consent.  


(a)           Meetings
of the Holders of any class of Securities may be called at any time by the
Regular Trustees (or as provided in the terms of the Securities) to consider
and act on any matter on which Holders of such class of Securities are entitled
to act under the terms of this Declaration, the terms of the Securities or the
rules of any stock exchange on which the Capital Securities are listed or
admitted for trading.  The Regular
Trustees shall call a meeting of the Holders of such class if directed to do so
by the Holders of at least 10% in liquidation amount of such class of
Securities.  Such direction shall be
given by delivering to the Regular Trustees one or more calls in a writing
stating that the signing Holders of Securities wish to call a meeting and
indicating the general or specific purpose for which the meeting is to be
called.  Any Holders of Securities
calling a meeting shall specify in writing the Security Certificates held by
the Holders of Securities exercising the right to call a meeting and only those
Securities specified shall be counted for purposes of determining whether the
required percentage set forth in the second sentence of this paragraph has been
met.


(b)           Except
to the extent otherwise provided in the terms of the Securities, the following provisions
shall apply to meetings of Holders of Securities:


(i)            notice
of any such meeting shall be given to all the Holders of Securities having a
right to vote thereat at least seven days and not more than 60 days before the
date of such meeting.  Whenever a vote, consent or approval of the Holders
of Securities is permitted or required under this Declaration or the rules of
any stock exchange on which the Capital Securities are listed or admitted for
trading, such vote, consent or approval may be given at a meeting of the Holders
of Securities.  Any action that may be taken at a meeting of the Holders of
Securities may be taken without a meeting if a consent in writing setting forth
the action so taken is signed by the Holders of Securities owning not less than
the minimum amount of Securities in liquidation amount that would be necessary
to authorize or take such action at a meeting at which all Holders of Securities
having a right to vote thereon were present and voting.  Prompt notice of
the taking of action without a meeting shall be given to the Holders of
Securities entitled to vote who have not consented in writing.  The Regular
Trustees may 


 


44





specify that any written ballot submitted to the Security Holder for the
purpose of taking any action without a meeting shall be returned to the Trust
within the time specified by the Regular Trustees;


(ii)           each
Holder of a Security may authorize any Person to act for it by proxy on all
matters in which a Holder of Securities is entitled to participate, including
waiving notice of any meeting, or voting or participating at a meeting.  No proxy shall be valid after the expiration
of 11 months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the
pleasure of the Holder of Securities executing it.  Except as otherwise provided herein, all matters relating to the
giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the
Holders of the Securities were stockholders of a Delaware corporation;


(iii)          each
meeting of the Holders of the Securities shall be conducted by the Regular
Trustees or by such other Person that the Regular Trustees may designate; and


(iv)          unless
the Statutory Trust Act, this Declaration, the terms of the Securities, the
Trust Indenture Act or the listing rules of any stock exchange on which the
Capital Securities are then listed or trading otherwise provide, the Regular
Trustees, in their sole discretion, shall establish all other provisions
relating to meetings of Holders of Securities, including notice of the time,
place or purpose of any meeting at which any matter is to be voted on by any Holders
of Securities, waiver of any such notice, action by consent without a meeting,
the establishment of a record date, quorum requirements, voting in person or by
proxy or any other matter with respect to the exercise of any such right to
vote.


ARTICLE 13

REPRESENTATIONS OF PROPERTY TRUSTEE

AND DELAWARE TRUSTEE


SECTION 13.1          
Representations and
Warranties of Property Trustee. 



The Trustee that acts as
initial Property Trustee represents and warrants to the Trust and to the
Sponsor at the date of this Declaration, and each Successor Property Trustee
represents and warrants to the Trust and the Sponsor at the time of the
Successor Property Trustee's acceptance of its appointment as Property Trustee,
that:


(a)           the
Property Trustee is a state or federal banking corporation with trust powers
and the authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;


(b)           the
execution, delivery and performance by the Property Trustee of the Declaration
has been duly authorized by all necessary corporate action on the part of the
Property Trustee.  The Declaration has been duly executed and delivered by
the Property 


 


45





Trustee, and it constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);


(c)           the
execution, delivery and performance of this Declaration by the Property Trustee
does not conflict with or constitute a breach of the charter or by-laws of the
Property Trustee; and


(d)           no
consent, approval or authorization of, or registration with or notice to, any
New York State or federal banking authority is required for the execution,
delivery or performance by the Property Trustee of this Declaration.


SECTION 13.2          
Representations and
Warranties of Delaware Trustee.


The Trustee that acts as
initial Delaware Trustee represents and warrants to the Trust and to the
Sponsor at the date of this Declaration, and each Successor Delaware Trustee
represents and warrants to the Trust and the Sponsor at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee,
that:


(a)           the
Delaware Trustee is duly organized, validly existing and in good standing under
the laws of the State of Delaware, with trust powers and the authority to
execute and deliver, and to carry out and perform its obligations under the
terms of, this Declaration;


(b)           the
Delaware Trustee has been authorized to perform its obligations under the
Certificate of Trust and the Declaration. 
The Declaration under Delaware law constitutes a legal, valid and
binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law);


(c)           no
consent, approval or authorization of, or registration with or notice to, any
federal banking authority is required for the execution, delivery or
performance by the Delaware Trustee of this Declaration; and


(d)           the
Delaware Trustee is an entity which has its principal place of business in the
State of Delaware.


46





ARTICLE 14

MISCELLANEOUS


SECTION 14.1          
Notices.


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


(a)           if
given to the Trust, in care of the Regular Trustees at the Trust's mailing
address set forth below (or such other address as the Trust may give notice of
to the Holders of the Securities):



  

BAC Capital Trust VI

c/o Bank of
America Corporation

Attention: Corporate Treasury

Bank of America Corporate Center

100 North Tryon Street

NC1-007-07-06

Charlotte, North Carolina  28255

Facsimile:  (704) 386-0270


  




(b)           if
given to the Delaware Trustee, at the mailing address set forth below (or such
other address as the Delaware Trustee may give notice of to the Holders of the
Securities):






The Bank of New York (Delaware)

502 White Clay Center, Route 273

Newark, Delaware 19711

Attention:  Corporate Trust Trustee Administration








(c)           if
given to the Property Trustee, at the Property Trustee's mailing address set
forth below (or such other address as the Property Trustee may give notice of
to the Holders of the Securities):






The Bank of New York

101 Barclay Street, 8 West

New York, New York 10286

Attention: 
Corporate Trust Trustee Administration










(d)           if
given to the Holder of the Common Securities, at the mailing address of the
Sponsor set forth below (or such other address as the Holder of the Common
Securities may give notice to the Trust):




 




 




47









 






Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

NC1-007-07-06

Charlotte, North Carolina  28255

Attention:  Corporate Treasury








(e)           if
given to any other Holder, at the address set forth on the books and records of
the Trust.


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


SECTION 14.2          
Governing Law.


This Declaration and the rights
of the parties hereunder shall be governed by and interpreted in accordance
with the laws of the State of Delaware and all rights and remedies shall be
governed by such laws without regard to principles of conflict of laws.


SECTION 14.3          
Intention of the
Parties.


It is the intention of the
parties hereto that the Trust be classified for United States federal income
tax purposes as a grantor trust.  The
provisions of this Declaration shall be interpreted to further this intention
of the parties.


SECTION 14.4          
Headings.


Headings contained in this
Declaration are inserted for convenience of reference only and do not affect
the interpretation of this Declaration or any provision hereof.


SECTION 14.5          
Successors and
Assigns.


Whenever in this Declaration
any of the parties hereto is named or referred to, the successors and assigns
of such party shall be deemed to be included, and all covenants and agreements
in this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.


SECTION 14.6          
Partial
Enforceability.  


If any provision of this
Declaration, or the application of such provision to any Person or
circumstance, shall be held invalid, the remainder of this Declaration, or the
application of such provision to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.


 


 


48





SECTION 14.7          
Counterparts; Acceptance.  


This Declaration may contain
more than one counterpart of the signature page and this Declaration may be
executed by the affixing of the signature of each of the Trustees to one of
such counterpart signature pages.  All
of such counterpart signature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had signed a single
signature page.


Each Trustee, by its execution
of a counterpart of this Declaration, acknowledges and accepts its appointment
as Trustee.




 

49








     IN WITNESS WHEREOF, the
undersigned has caused these presents to be executed as of the day and year
first above written.



                                                                              /S/
KAREN A. GOSNELL                       


                                                                              Karen
A. Gosnell, as Regular Trustee





                                                                              /S/
JAMES T. HOUGHTON                     


                                                                             
James T. Houghton, as Regular Trustee





                                                                              THE
BANK OF NEW YORK (DELAWARE), as

                                                                                  Delaware Trustee





                                                                             By:  
  /S/ KRISTIN K. GULLO                      


                                                                             Name: 
Kristin K. Gullo





                                                                             
THE BANK OF NEW YORK,

                                                                                 as Property Trustee



                                                                             
By:  /s/ DEREK KETTEL                         
    

                                                                              Name:
Derek Kettel

                                                                             
Title:  Agent





                                                                             
BANK OF AMERICA CORPORATION, as Sponsor



                                                                             
By:    /s/ KAREN A. GOSNELL            
  

                                                                             
Name:  Karen A. Gosnell

                                                                             
Title:  Senior Vice President










 


 





 


 


ANNEX I


BAC CAPITAL TRUST VI

DESIGNATION OF TERMS OF

55⁄8% CAPITAL SECURITIES AND

55⁄8% COMMON SECURITIES


             Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust,
dated as of February 24, 2005 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration);


             1.         Designation
and Number.


            (a)        Capital Securities. The Capital
Securities of the Trust (liquidation amount $1,000 per Capital Security) are
hereby designated for purposes of identification only as "BAC Capital Trust VI
55⁄8% Capital Securities" (the "Capital Securities").  The Trust shall issue 1,000,000 Capital
Securities with an aggregate liquidation amount of $1,000,000,000.  The Capital Security Certificates evidencing
the Capital Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the
rules of any stock exchange on which the Capital Securities are listed.


           (b)        Common Securities. The Common
Securities of the Trust (liquidation amount $1,000 per Security) are hereby
designated for purposes of identification only as "BAC Capital Trust VI
55⁄8% Common Securities" (the "Common Securities").  The Trust shall issue 31,000 Common Securities
with an aggregate liquidation amount of $31,000,000.  The Common Security Certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Declaration, with such
changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.


            2.         Distributions.


            (a)        Distributions payable on each Security
will be fixed at a rate per annum of 55⁄8% (the "Coupon Rate") of the
stated liquidation amount of $1,000 per Security, such rate being the interest
rate payable on the Notes to be held by the Property Trustee.  Distributions in arrears for more than one
semi-annual period will bear interest thereon compounded semi-annually at the
Coupon Rate (to the extent permitted by applicable law).  A Distribution is payable only to the extent
that payments are made in respect of the Notes held by the Property Trustee and
to the extent the Property Trustee has funds available therefor.  The
amount of Distributions payable for any period will be computed on the basis of
a 360-day year of twelve 30‐day months.  The amount of Distributions
payable for any period shorter than a full distribution period will be computed
on the basis of the actual number of days elapsed in a 360-day year of twelve
30-day 


 


 


I-1





months.  The amount of interest payable for any full interest period
will be computed by dividing the annual rate by two.


          (b)        Distributions on the Securities will be
cumulative, will accrue from March 8, 2005 and will be payable semi-annually in
arrears, on March 8 and September 8 of each year, commencing on September 8,
2005, except as otherwise described below. 
The Note Issuer has the right under the Indenture to defer payments of
interest on the Notes by extending the interest payment period from time to
time on the Notes for a period not exceeding 10 consecutive semi-annual periods
(each an "Extension Period"), during which Extension Period no interest shall
be due and payable on the Notes, provided that no Extension
Period may extend beyond the Stated Maturity. 
As a consequence of such deferral, Distributions also will be deferred
on the Capital Securities for the same period. 
Despite such deferral, semi-annual Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded semi-annually during any such Extension Period.  Prior to the termination of any such
Extension Period, the Note Issuer may extend further such Extension Period; provided
that such Extension Period together with all such previous and further
extensions thereof may not exceed 10 consecutive semi-annual periods or extend
beyond the Stated Maturity.  Payments of
accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust or the Clearing Agency, as the case may be, on the
first record date after the end of the Extension Period.  Upon the termination of any Extension Period
and the payment of all amounts then due, the Note Issuer may commence a new
Extension Period, subject to the above requirements.  No interest shall be due and payable during an Extension Period,
except at the end thereof, but the Note Issuer may repay at any time all or any
portion of the interest accrued during an Extension Period.


        (c)        Distributions on the Securities will be
payable to the Holders thereof as they appear on the books and records of the
Trust on the relevant record dates. 
While the Capital Securities remain in Book‐Entry only form, the
relevant record dates shall be one Business Day prior to the relevant payment
dates, which payment dates correspond to the interest payment dates on the
Notes.  Payment of Distributions on the
Securities held in Book-Entry only form will be made to the Depository in
immediately available funds.  The
Depository's practice is to credit Clearing Agency Participants' accounts on
the relevant payment date in accordance with their respective holdings shown on
the Depository's records unless the Depository has reason to believe that it
will not receive payments on such payment date.  Payments by (i) Clearing
Agency Participants and (ii) securities brokers and dealers, banks and trust
companies and other entities that clear transactions through or maintain a
direct or indirect custodial relationship with a Clearing Agency Participant (an
"Indirect Participant") to Capital Security Beneficial Owners will be governed
by standing instructions and customary practices and will be the responsibility
of such Clearing Agency Participants and Indirect Participants and not of the
Depository, the Trust or the Corporation, subject to any statutory or regulatory
requirements as may be in effect from time to time.  Payment of
distributions to the Depository is the responsibility of the Trust, disbursement
of such payments to Clearing Agency Participants is the responsibility of the
Depository, and disbursement of such payments to the Capital Security Beneficial
Owners is the responsibility of the Clearing Agency Participants and Indirect
Participants.  The relevant record dates for the Common Securities shall be
the same record date as for the Capital Securities.  If the Capital
Securities shall no longer remain in Book‐Entry only form, the regular record
dates for the Capital Securities shall be the close of business on the February
15 and August 15 prior to 


 


 


 


I-2





the relevant payment dates, which payment dates correspond to the interest
payment dates on the Notes.  Distributions payable on any Securities that
are not punctually paid on any Distribution payment date, as a result of the
Note Issuer having failed to make a payment under the Notes, will cease to be
payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Securities are registered on the special record
date or other specified date determined in accordance with the Indenture. 
If any date on which Distributions are payable on the Securities is not a
Business Day, then payment of the Distribution 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.


            (d)        In the event that there is any money or
other property held by or for the Trust that is not accounted for hereunder,
such property shall be distributed Pro Rata (as defined herein) among the
Holders of the Securities.


            3.         Liquidation Distribution Upon
Dissolution.


           In the event of any voluntary
or involuntary dissolution, winding-up or termination of the Trust, the Holders
on the date of the dissolution, winding-up or termination, as the case may be,
will be entitled to receive out of the assets of the Trust available for
distribution to Holders after satisfaction of liabilities of creditors an
amount equal to the aggregate of the stated liquidation amount of $1,000 per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), unless, in connection with
such dissolution, winding‐up or termination, Notes in an aggregate stated
principal amount equal to the aggregate stated liquidation amount of such
Securities, with an interest rate equal to the Coupon Rate of, and bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on, such Securities, shall be distributed on a Pro Rata basis to
the Holders of the Securities in exchange for such Securities.


           If, upon any such dissolution,
the Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the Securities
shall be paid on a Pro Rata basis. 
Holders of the Common Securities will be entitled to receive
distributions upon any such dissolution Pro Rata with Holders of the Capital
Securities, except that if an Event of Default has occurred and is continuing,
the Capital Securities shall have a preference over the Common Securities with
respect to such distributions.


            4.         Redemption and Distribution.


          (a)        The Securities are subject to redemption
at the Stated Maturity and prior to the Stated Maturity, in whole or in part,
on one or more occasions, at any time at the election of the Sponsor or in
whole, but not in part, in certain circumstances, following the occurrence of a
Special Event as follows:


 


I-3







           (i)         Upon payment of the Notes at a payment
price equal to the principal amount of the Notes, plus any accrued and unpaid
interest thereon at the Stated Maturity, the proceeds from such payment shall
be applied simultaneously to redeem the Securities at the Maturity Redemption
Price.


           (ii)        In the event of a Special Event
Prepayment, the proceeds from such Special Event Prepayment shall be applied
simultaneously to redeem the Capital Securities at the Special Event Redemption
Price.


           (iii)       The Securities also may be redeemed, in
whole or in part, contemporaneously with an optional prepayment of the Notes at
the Optional Redemption Price.  If fewer
than all the outstanding Securities are to be so redeemed, the Common
Securities and the Capital Securities will be redeemed Pro Rata and the Capital
Securities to be redeemed will be as described in Section 4(d)(ii) below.





          (b)        If the Sponsor has given a notice of its
election to terminate the Trust, the Regular Trustees shall dissolve the Trust
and, after satisfaction of creditors, cause Notes held by the Property Trustee,
having an aggregate principal amount equal to the aggregate stated liquidation
amount of the Securities, with an interest rate equal to the Coupon Rate of,
and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on, and having the same record date for payment as, the
Securities, to be distributed to the Holders of the Securities in liquidation
of such Holders' interests in the Securities within 90 days following receipt
of the Sponsor's notice of election.


          (c)        On and from the date fixed by the
Regular Trustees for any distribution of Notes and dissolution of the
Trust:  (i) the Securities will no
longer be deemed to be outstanding, (ii) the Depository or its nominee as
the record Holder of the Capital Securities, will receive a registered Global
Security or Securities representing the Notes to be delivered upon such
distribution and any certificates representing Securities, except for
certificates representing Capital Securities held by the Depository or its
nominee (or any successor Clearing Agency or its nominee), will be deemed to
represent beneficial interests in the Notes having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an identical
interest rate, and accrued and unpaid interest equal to accrued and unpaid
Distributions on such Securities until such certificates are presented to the
Note Issuer or its agent for transfer or reissue.  The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all semi-annual Distribution periods terminating on or before
the date of redemption.  If the Notes
are distributed to holders of the Securities, pursuant to the terms of the
Indenture, the Note Issuer will use its best efforts to have the Notes listed
on the securities exchange, if any, on which the Capital Securities were listed
immediately prior to the distribution of the Notes.




(d)        Redemption
or Distribution Procedures shall be as follows:


            (i)         A
Redemption/Distribution Notice for the Securities to be redeemed or exchanged
will be given by the Trust by mail to each Holder not fewer than 15 nor more
than 60 days before the redemption date or exchange date which, in the case of
a redemption, will be the date fixed for redemption of the Notes.  For purposes of the  


 


 


 


I-4





calculation of the
redemption date or exchange date and the dates on which notices are given
pursuant to this Section 4(d)(i), a Redemption/ Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first‐class
mail, postage prepaid, to Holders of Securities.  Each Redemption/Distribution Notice shall be addressed to the
Holders of Securities at the address of each such Holder appearing in the books
and records of the Trust.  No defect in
the Redemption/Distribution Notice or in the mailing of either with respect to
any Holder shall affect the validity of the redemption or exchange proceedings
with respect to any other Holder.


          (ii)        In the
event that fewer than all the outstanding Securities are to be redeemed, the
Securities to be redeemed shall be redeemed Pro Rata from each Holder of
Capital Securities, it being understood that, in respect of Capital Securities
registered in the name of and held of record by the Depository or its nominee
(or any successor Clearing Agency or its nominee) or any nominee, the
distribution of the redemption proceeds will be made to each Clearing Agency
Participant (or Person on whose behalf such nominee holds such securities) in accordance
with the procedures applied by such agency or nominee.


          (iii)       If Securities are to be redeemed
and the Trust gives a Redemption/Distribution Notice, which notice may only be
issued if the Notes are repaid as set out in this Section 4 (which notice will
be irrevocable), then (A) while the Capital Securities are in Book-Entry only
form, with respect to the Capital Securities, by 12:00 noon, New York City
time, on the redemption date, provided that the Note Issuer has paid the
Property Trustee a sufficient amount of cash in connection with the related
prepayment or maturity of the Notes, the Property Trustee will deposit
irrevocably with the Depository or its nominee (or successor Clearing Agency or
its nominee) funds sufficient to pay the applicable Redemption Price with
respect to the Capital Securities and will give the Depository irrevocable
instructions and authority to pay the Redemption Price to the Holders of the
Capital Securities, and (B) with respect to Capital Securities issued in
definitive form and Common Securities, provided that the Note
Issuer has paid the Property Trustee a sufficient amount of cash in connection
with the related prepayment or maturity of the Notes, the Property Trustee will
pay the relevant Redemption Price to the Holders of such Securities by check
mailed to the address of the relevant Holder appearing on the books and records
of the Trust on the redemption date.  If a Redemption/Distribution Notice
shall have been given and funds deposited as required, if applicable, then
immediately prior to the close of business on the date of such deposit, or on
the redemption date, as applicable, Distributions will cease to accrue on the
Securities so called for redemption and all rights of Holders of such Securities
so called for redemption will cease, except the right of the Holders of such
Securities to receive the Redemption Price, but without interest on such
Redemption Price.  Neither the Regular Trustees nor the Trust shall be
required to register or cause to be registered the transfer of any Securities
that have been so called for redemption.  If any date fixed for redemption
of Securities is not a Business Day, then payment of the Redemption Price
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 falls in the next calendar year, such payment
will be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such 


 


 


 


I-5





date fixed for redemption.  If payment of the Redemption Price in
respect of any Securities is improperly withheld or refused and not paid either
by the Property Trustee or by the Sponsor as guarantor pursuant to the relevant
Securities Guarantee, Distributions on such Securities will continue to accrue
from the original redemption date to the actual date of payment, in which case
the actual payment date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.


            (iv)       Redemption/Distribution
Notices shall be sent by the Regular Trustees on behalf of the Trust to (A) in
respect of the Capital Securities,the Depository or its nominee (or any
successor Clearing Agency or its nominee) if the Global Securities have been
issued or, if Definitive Capital Security Certificates have been issued, to the
Holder thereof, and (B) in respect of the Common Securities to the Holder
thereof.


           (v)        Subject to
the foregoing and applicable law (including, without limitation, United States
federal securities laws), provided the acquiror is not the Holder of the Common
Securities or the obligor under the Indenture, the Sponsor or any of its
subsidiaries may at any time and from time to time purchase outstanding Capital
Securities by tender, in the open market or by private agreement.





          5.         Voting
Rights - Capital Securities.


          (a)        Except as provided under Sections 5(b)
and 7 of this Designation of Terms and as otherwise required by law and the
Declaration, the Holders of the Capital Securities will have no voting rights.


          (b)        Subject to the requirements set forth in
this paragraph, the Holders of a Majority in aggregate liquidation amount of
the Capital Securities, voting separately as a class may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Property Trustee, or exercising any trust or power conferred upon the Property
Trustee under the Declaration, including the right to direct the Property
Trustee, as holder of the Notes, to (i) exercise the remedies available
under the Indenture by conducting any proceeding for any remedy available to
the Note Trustee, or exercising any trust or power conferred on the Note
Trustee with respect to the Notes, (ii) waive any past Event of Default and its
consequences that is waivable under Section 5.01 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture as a holder of the Notes provided,
however, that, where a consent or action under the Indenture would
require the consent or act of the Holders of a Super Majority affected thereby
the Property Trustee may only give such consent or take such action at the
written direction of the Holders of at least the proportion in liquidation
amount of the Capital Securities which the relevant Super Majority represents of
the aggregate principal amount of the Notes outstanding.  The Property
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of the Capital Securities.  Other than with respect to
directing the time, method and place of conducting any remedy available to the
Property Trustee or the Note Trustee as set forth above, the Property Trustee
shall not take any action in accordance with the directions of the Holders of
the Capital Securities under this paragraph unless the Property Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not 


 


 


I-6





be classified as other than a grantor trust on account of such action. 
If a Nonpayment occurs on the date such interest or principal is otherwise
payable (or in the case of redemption, on the redemption date), and such
Nonpayment is continuing, a Holder of Capital Securities may institute a Direct
Action after the respective due date specified in the Notes.  In connection
with such Direct Action, the rights of the Holders of the Common Securities will
be subrogated to the rights of such Holder of Capital Securities to the extent
of any payment made by the Note Issuer to such Holder of Capital Securities in
such Direct Action.  If the Property Trustee fails to enforce its rights
under the Declaration, any Holder of Capital Securities may, to the extent
permitted by applicable law, institute a legal proceeding directly against any
Person to enforce the Property Trustee's rights under the Declaration, without
first instituting a legal proceeding against the Property Trustee or any other
Person.


        Except as provided in this
Section, the Holders of Capital Securities will not be able to exercise
directly any other remedy available to the holders of the Notes.


       Any approval or direction of
Holders of Capital Securities may be given at a separate meeting of Holders of
Capital Securities convened for such purpose, at a meeting of all of the
Holders of Securities or pursuant to written consent.  The Regular Trustees will cause a notice of any meeting at which
Holders of Capital Securities are entitled to vote, or of any matter upon which
action by written consent of such Holders is to be taken, to be mailed to each
Holder of record of Capital Securities. 
Each such notice will include a statement setting forth (i) the date of
such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought, and (iii) instructions for the delivery of proxies or consents.


     No vote or consent of the
Holders of the Capital Securities will be required for the Trust to redeem and
cancel Capital Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Securities.


     Notwithstanding that Holders of
Capital Securities are entitled to vote or consent under any of the
circumstances described above, any of the Capital Securities that are owned by
the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if they
were not outstanding.


            6.         Voting Rights - Common Securities.


           (a)        Except as provided under Sections 6(b)
and (c), 7(a) and (b) and 8 of this Designation of Terms or as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.


           (b)        The Holders of the Common Securities are
entitled, in accordance with Article 5 of the Declaration, to vote to appoint,
remove or replace any Trustee or to increase or decrease the number of
Trustees.


          (c)        Subject to Section 2.6 of the
Declaration and only after the Event of Default with respect to the Capital
Securities has been cured, waived, or otherwise eliminated and subject to the
requirements of the second to last sentence of this paragraph, the Holders of a
Majority in  


 


 


I-7





liquidation amount of the Common Securities, voting separately as a
class, may direct the time, method, and place of conducting any proceeding for
any remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under the Declaration, including (i)
directing the time, method, place of conducting any proceeding for any remedy
available to the Note Trustee, or exercising any trust or power conferred on
the Note Trustee with respect to the Notes, (ii) waive any past default and its
consequences that is waivable under Section 5.01 of the Indenture or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Notes shall be due and payable, provided that, where a
consent or action under the Indenture would require the consent or act of the
Holders of a Super Majority, the Property Trustee only may give such consent or
take such action at the written direction of the Holders of at least the
proportion in liquidation amount of the Common Securities which the relevant
Super Majority represents of the aggregate principal amount of the Notes
outstanding.  Pursuant to this Section
6(c), the Property Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Capital Securities.  Other than with respect to directing the
time, method and place of conducting any remedy available to the Property
Trustee or the Note Trustee as set forth above, the Property Trustee shall not
take any action in accordance with the directions of the Holders of the Common
Securities under this paragraph unless the Property Trustee has obtained an
opinion of tax counsel to the effect that for purposes of United States federal
income tax the Trust will not be classified as other than a grantor trust on
account of such action.  If the Property
Trustee fails to enforce its rights under the Declaration, any Holder of Common
Securities may, to the extent permitted by applicable law, institute a legal
proceeding directly against any Person to enforce the Property Trustee's rights
under the Declaration, without first instituting a legal proceeding against the
Property Trustee or any other Person.


     Any approval or direction of
Holders of Common Securities may be given at a separate meeting of Holders of
Common Securities convened for such purpose, at a meeting of all of the Holders
in the Trust or pursuant to written consent. 
The Regular Trustees will cause a notice of any meeting at which Holders
of Common Securities are entitled to vote, or of any matter upon which action
by written consent of such Holders is to be taken, to be mailed to each Holder
of record of Common Securities.  Each such
notice will include a statement setting forth (i) the date of such meeting or
the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.


     No vote or consent of the
Holders of the Common Securities will be required for the Trust to redeem and
cancel Common Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Securities.


            7.         Amendments to Declaration and
Indenture.


           (a)        In addition to any requirements under
Section 12.1 of the Declaration, if any proposed amendment to the Declaration
provides for, or the Regular Trustees otherwise propose to effect, (i) any
action that would adversely affect the powers, preferences or special rights of
the Securities, whether by way of amendment to the Declaration or otherwise, or
(ii) the dissolution, winding-up or termination of the Trust, other than as
described in Section 8.1 of the  


 


 


I-8





Declaration, then the Holders of outstanding
Securities voting together as a single class, will be entitled to vote on such
amendment or proposal (but not on any other amendment or proposal) and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in liquidation amount of the Securities,
affected thereby, provided, however, if any amendment or proposal referred to
in clause (i) above would adversely affect only the Capital Securities or only
the Common Securities, then only the affected class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of a Majority in liquidation amount of such
class of Securities.


      (b)        In the event the consent of the Property
Trustee as the holder of the Notes is required under the Indenture with respect
to any amendment, modification or termination of the Indenture or the Notes,
the Property Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and
shall vote with respect to such amendment, modification or termination as
directed by a Majority in liquidation amount of the Securities voting together
as a single class; provided, however, that where a consent under
the Indenture would require the consent of the holders of a Super Majority, the
Property Trustee may only give such consent at the direction of the Holders of
at least the proportion in liquidation amount of the Securities which the
relevant Super Majority represents of the aggregate principal amount of the
Notes outstanding; provided further, that the Property Trustee
shall not take any action in accordance with the directions of the Holders of
the Securities under this Section 7(b) unless the Property Trustee has obtained
an opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action.


            8.         Pro Rata.


          A reference in these terms of
the Securities to any payment, distribution or treatment as being "Pro Rata"
shall mean pro rata to each Holder according to the aggregate liquidation
amount of the Securities held by the relevant Holder in relation to the
aggregate liquidation amount of all Securities outstanding unless, in relation
to a payment, an Event of Default has occurred and is continuing, in which case
any funds available to make such payment shall be paid first to each Holder of
the Capital Securities pro rata according to the aggregate liquidation amount
of Capital Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Capital Securities outstanding, and, only after
satisfaction of all amounts owed to the Holders of the Capital Securities, to
each Holder of Common Securities pro rata according to the aggregate
liquidation amount of Common Securities held by the relevant Holder relative to
the aggregate liquidation amount of all Common Securities outstanding.


            9.         Ranking.


           The Capital Securities rank pari
passu and payment thereon shall be made pro rata with the Common
Securities except that, where an Event of Default occurs and is continuing, the
rights of Holders of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights to payment of the Holders of the Capital Securities.


 


 


I-9





            10.       Listing.


          Unless otherwise determined by
the Regular Trustees, the Capital Securities shall not be listed for quotation
on any stock exchange.


            11.       Acceptance of Securities Guarantee and Indenture.


          Each Holder of Capital
Securities and Common Securities, by the acceptance thereof, agrees to the
provisions of the Capital Securities Guarantee and the Common Securities
Guarantee, respectively, including the subordination provisions therein and to
the provisions of the Indenture.


            12.       No Preemptive Rights.


          The Holders of the Securities
shall have no preemptive rights to subscribe for any additional securities.


          13.       Miscellaneous.


           These terms constitute a part
of the Declaration.


The Sponsor will provide a copy
of the Declaration and the Capital Securities Guarantee or the Common
Securities Guarantee (as may be appropriate), and the Indenture to a Holder
without charge on written request to the Sponsor at its principal place of
business.


 

I-10

 







Dated:  February 24, 2005



                                                                          BANK OF AMERICA CORPORATION

                                                                             as Sponsor



                                                                          By: ___________________________

                                                                          Name:  ________________________

                                                                          Title:     Senior Vice President


Accepted:


BAC Capital Trust VI


______________________

James T.
Houghton

Regular Trustee






______________________

Karen A. Gosnell

Regular
Trustee






 

I-11

 








EXHIBIT A-1


FORM OF CAPITAL SECURITY CERTIFICATE


             This Capital Security is a
Global Security within the meaning of the Declaration hereinafter referred to
and is registered in the name of The Depository Trust Company (the
"Depository") or a nominee of the Depository. 
This Capital Security is exchangeable for Capital Securities registered
in the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Declaration and no transfer of this
Capital Security (other than a transfer of this Capital Security as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or to another nominee of the Depository) may be registered
except in limited circumstances.


             Unless this Capital Security is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the Trust or its agent for registration of
transfer, exchange or payment, and any Capital Security issued is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made
to Cede & Co., 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 INSTRUMENT 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.


Certificate Number


__-R-_____________                                                                  CUSIP
NO. __________

 




BAC CAPITAL TRUST VI




55⁄8%
Capital Securities

(liquidation amount $1,000 per Capital Security)


           BAC CAPITAL
TRUST VI, a statutory trust formed under the laws of the State of Delaware (the
"Trust"), hereby certifies that CEDE & CO. (the "Holder") is the registered
owner of 1,000,000 Capital Securities of the Trust representing undivided
preferred beneficial interests in the assets of the Trust designated the 55⁄8%
Capital Securities (liquidation amount $1,000 per Capital Security) (the
"Capital Securities").  The Capital Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer. 
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Capital Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and 


 


 


 


A1-1





Restated Declaration of Trust of the Trust dated as of February 24, 2005, as
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Capital Securities as set forth in Annex I to
the Declaration.  Capitalized terms used herein but not defined shall have
the meaning given them in the Declaration.  The Holder is entitled to the
benefits of the Capital Securities Guarantee to the extent provided therein. 
The Declaration permits the Sponsor to dissolve the Trust at any time.  The
Sponsor will provide a copy of the Declaration, the Capital Securities Guarantee
and the Indenture to a Holder without charge upon written request to the Sponsor
at its principal place of business.


      Upon receipt of this
certificate, the Holder is bound by the Declaration and is entitled to the
benefits thereunder.


      By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Notes as
indebtedness and the Capital Securities as evidence of indirect beneficial
ownership of the Notes.


     IN WITNESS WHEREOF, the Trust
has executed this certificate as of March 8, 2005.



                                                                          BAC CAPITAL TRUST VI



                                                                          By: 
________________________________

                                                                         
Name:

                                                                         
Title: Regular Trustee






 

A1-2

 










CERTIFICATE OF
AUTHENTICATION




              This certificate represents the
Capital Securities referred to in the within-mentioned Declaration.


Dated:  March 8, 2005



                                                                           THE BANK OF NEW YORK

                                                                           as Property Trustee



                                                                           By:________________________________

                                                                           Name: _____________________________

                                                                           Title: ______________________________








 

A1-3

 










[FORM OF REVERSE OF SECURITY]


     Distributions payable on each
Capital Security will be fixed at a rate per annum of  55⁄8% (the "Coupon
Rate") of the stated liquidation amount of $1,000 per Capital Security, such
rate being the rate of interest payable on the Notes to be held by the Property
Trustee on behalf of the Trust.  Distributions
in arrears for more than one semi-annual period will bear interest thereon
compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law).  A Distribution is
payable only to the extent that payments are made in respect of the Notes held
by the Property Trustee and to the extent the Property Trustee has funds
available therefor.  The amount of
Distributions payable for any period will be computed on the basis of a 360-day
year of twelve 30‐day months.


       Except as otherwise described
below, Distributions on the Capital Securities will be cumulative, will accrue
from the date of original issuance and will be payable semi-annually in arrears
on March 8 and September 8 of each year, commencing on September 8, 2005, to
the person in whose name the Capital Security is registered at the close of
business on the regular record date for such installment, which shall be the
close of business on the Business Day next preceding such payment date - [IF
PURSUANT TO THE TERMS OF THE DECLARATION, THE SECURITIES ARE NO LONGER REPRESENTED
BY A GLOBAL SECURITY - which shall be the close of business on February 15 and
August 15 prior to the relevant payment date.] 
The Note Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Notes for a period not exceeding 10 consecutive semi-annual periods (each an
"Extension Period"), provided that no Extension Period shall last
beyond the date of the maturity of the Notes. 
As a consequence of such deferral, Distributions will also be deferred
hereunder for the same period.  Despite
such deferral, semi-annual Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded semi-annually during any such Extension Period. Prior to the
termination of any such Extension Period, the Note Issuer may further extend
such Extension Period; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed
10 consecutive semi-annual periods or extend beyond the maturity date of the
Notes.  Payments of accrued
Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period.  Upon the termination of any
Extension Period and the payment of all amounts then due, the Note Issuer may
commence a new Extension Period, subject to the above requirements.


         THE CAPITAL SECURITIES SHALL BE
REDEEMABLE AS PROVIDED IN THE DECLARATION.








 

A1-4

 








_____________________


ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Capital Security Certificate to:


                                                                                                                                                            


                                                                                                                                                            


                                                                                                                                                              

                                 (Insert assignee's
social security or tax identification number)


                                                                                                                                                            


                                                                                                                                                            


                                                                                                                                                            


                                                  (Insert address and
zip code of assignee)


and irrevocably appoints


_________________________________________________________________


_________________________________________________________________


___________________________________________________________ agent to transfer
this 

Capital Security Certificate on the books of the Trust.  The agent may
substitute another to act for him or her.


Date: _______________________


Signature: __________________

(Sign exactly as your name appears on the other side of
this Capital Security Certificate)


Signature Guarantee*:                            ___________________________________




 

________________________________

*Signature must be guaranteed by an "eligible guarantor institution" that is
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.

 

A1-5

 

 








EXHIBIT A-2


FORM OF COMMON SECURITY CERTIFICATE


         THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144A UNDER THE ACT.  THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
THE SATISFACTION OF THE TRUST.


        THE COMMON SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE BENEFICIALLY OWNED BY A PERSON WHO MAY BE
AN "AFFILIATE" WITHIN THE MEANING OF RULE 144 UNDER THE ACT.  CONSEQUENTLY, THE SECURITIES MAY NOT BE
TRANSFERRED UNLESS SUCH TRANSFER IS IN COMPLIANCE WITH SAID RULE OR UNLESS MADE
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL FOR THE TRUST THAT REGISTRATION IS NOT REQUIRED
UNDER THE ACT.


        THIS INSTRUMENT 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.


Certificate
Number


__-R_____________




BAC CAPITAL TRUST VI


55⁄8%
Common Securities

(liquidation amount $1,000 per Common Security)


           BAC CAPITAL
TRUST VI, a statutory trust formed under the laws of the State of Delaware (the
"Trust"), hereby certifies that BANK OF AMERICA CORPORATION (the "Holder") is
the registered owner of 31,000 common securities of the Trust representing
undivided common beneficial interests in the assets of the Trust designated the
55⁄8% Common Securities (liquidation amount $1,000 per Common Security) (the
"Common Securities").  The Common Securities are transferable on the books
and records of the Trust, in person or by a duly 


 


 


A2-1


 


authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of February 24, 2005, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration.  Capitalized terms used herein
but not defined shall have the meaning given them in the Declaration.  The
Holder is entitled to the benefits of the Common Securities Guarantee to the
extent provided therein.  The Declaration permits the Sponsor to dissolve
the Trust at any time.  The Sponsor will provide a copy of the Declaration,
the Common Securities Guarantee and the Indenture to a Holder without charge
upon written request to the Sponsor at its principal place of business.


       Upon receipt of this
certificate, the Sponsor is bound by the Declaration and is entitled to the
benefits thereunder.


       By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Notes as
indebtedness and the Common Securities as evidence of indirect beneficial
ownership in the Notes.


       IN WITNESS WHEREOF, the Trust has executed this
certificate as of March 8, 2005.



                                                                                    BAC CAPITAL TRUST VI



                                                                                   By:________________________________

                                                                                  
Name:

                                                                                   Title:  Regular Trustee






 

A2-2












CERTIFICATE OF
AUTHENTICATION




               This certificate represents the
Common Securities referred to in the within-mentioned Declaration.


Dated:  March 8, 2005



                                                                                  THE BANK OF NEW YORK

                                                                                   as Property Trustee



                                                                                  By:________________________________

                                                                                  Name: _____________________________

                                                                                  Title: ______________________________






 

 

A2-3












[FORM OF REVERSE OF SECURITY]


          Distributions payable on each
Common Security will be fixed at a rate per annum of 55⁄8% (the "Coupon
Rate") of the stated liquidation amount of $1,000 per Common Security, such
rate being the rate of interest payable on the Notes to be held by the Property
Trustee.  Distributions in arrears will
continue to accumulate at the same rate compounded semi-annually.  A Distribution is payable only to the extent
that payments are made in respect of the Notes held by the Property Trustee and
to the extent the Property Trustee has funds available therefor.  The amount of Distributions payable for any
period will be computed on the basis of a 360-day year of twelve 30‐day
months.


        Except as otherwise described
below, Distributions on the Common Securities will be cumulative, will accrue
from the date of original issuance and will be payable semi-annually in arrears
on March 8 and September 8 of each year, commencing on September 8, 2005, to
Holders of record 15 days prior to such payment dates, which payment dates
shall correspond to the interest payment dates on the Notes.  The Note Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period from time to time on the Notes for a period not exceeding 10 consecutive
semi-annual periods (each an "Extension Period"), provided that
no Extension Period shall last beyond the date of the maturity of the
Notes.  As a consequence of such
deferral, Distributions will also be deferred hereunder for the same
period.  Despite such deferral,
semi-annual Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded semi-annually
during any such Extension Period. Prior to the termination of any such
Extension Period, the Note Issuer may further extend such Extension Period; provided
that such Extension Period together with all such previous and further
extensions thereof may not exceed 10 consecutive semi-annual periods or extend
beyond the maturity date of the Notes. 
Payments of accrued Distributions will be payable to Holders as they
appear on the books and records of the Trust on the first record date after the
end of the Extension Period.  Upon the
termination of any Extension Period and the payment of all amounts then due,
the Note Issuer may commence a new Extension Period, subject to the above
requirements.


          THE COMMON SECURITIES SHALL BE REDEEMABLE AS PROVIDED IN
THE DECLARATION.








 

 

A2-4








_____________________


ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Common Security Certificate to:


_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

                                                      (Insert assignee's social
security or tax identification number)


_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

_________________________________________________________________________________________________________

                                                                 (Insert address and zip code of
assignee)


and irrevocably appoints
________________________________________
_______________________________________________________________________________________________________________
agent to transfer this Common Security Certificate on the books of the
Trust.  The agent may substitute another
to act for him or her.


Date: _______________________


Signature:                                                                                                                              


(Sign exactly as your name appears on the other side of
this Common Security Certificate)


Signature Guarantee*::    _________________________________



*Signature must be guaranteed by an "eligible guarantor institution" that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.



 


                                                                                              
A2-5