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


FIFTEENTH SUPPLEMENTAL
INDENTURE


between


BANK OF AMERICA
CORPORATION


and


THE BANK OF NEW YORK
TRUST COMPANY, N.A.


Dated as of May 31,
2007


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
















	
  ARTICLE 1

  	
  DEFINITIONS

  	
  4

  
	
              SECTION 1.1

  	
  Definition of Terms

  	
  4

  
	

  	

  	

  
	
  ARTICLE 2

  	
  GENERAL TERMS AND CONDITIONS OF THE NOTES

  	
  7

  
	
              SECTION 2.1

  	
  Designation, Principal Amount and Authorized Denominations

  	
  7

  
	
              SECTION 2.2

  	
  Maturity

  	
  7

  
	
              SECTION 2.3

  	
  Form and Payment

  	
  8

  
	
              SECTION 2.4

  	
  Global Form

  	
  8

  
	
              SECTION 2.5

  	
  Interest

  	
  9

  
	

  	

  	

  
	
  ARTICLE 3

  	
  PREPAYMENT OF THE NOTES

  	
  10

  
	
              SECTION 3.1

  	
  Special Event Prepayment

  	
  10

  
	
              SECTION 3.2

  	
  Optional Prepayment by Company

  	
  10

  
	
              SECTION 3.3

  	
  No Sinking Fund

  	
  11

  
	

  	

  	

  
	
  ARTICLE 4

  	
  EXTENSION OF INTEREST PAYMENT PERIOD

  	
  11

  
	
              SECTION 4.1

  	
  Extension of Interest Payment Period

  	
  11

  
	
              SECTION 4.2

  	
  Notice of Extension

  	
  12

  
	
              SECTION 4.3

  	
  Limitation of Transactions

  	
  12

  
	

  	

  	

  
	
  ARTICLE 5

  	
  EXPENSES

  	
  13

  
	
              SECTION 5.1

  	
  Payment of Expenses

  	
  13

  
	
              SECTION 5.2

  	
  Payment Upon Resignation or Removal

  	
  13

  
	

  	

  	

  
	
  ARTICLE 6

  	
  COVENANT TO LIST ON EXCHANGE

  	
  14

  
	
              SECTION 6.1

  	
  Listing on an Exchange

  	
  14

  
	

  	

  	

  
	
  ARTICLE 7

  	
  FORM OF NOTE

  	
  14

  
	
              SECTION 7.1

  	
  Form of Note

  	
  14

  
	

  	

  	

  
	
  ARTICLE 8

  	
  ORIGINAL ISSUE OF NOTES

  	
  23

  
	
              SECTION 8.1

  	
  Original Issue of Notes

  	
  23

  
	

  	

  	

  
	
  ARTICLE 9

  	
  MISCELLANEOUS

  	
  23

  
	
              SECTION 9.1

  	
  Ratification of Indenture

  	
  23

  
	
              SECTION 9.2

  	
  Trustee Not Responsible for Recitals

  	
  23

  
	
              SECTION 9.3

  	
  Governing Law

  	
  23

  
	
              SECTION 9.4

  	
  Severability

  	
  23

  
	
              SECTION 9.5

  	
  Counterparts

  	
  24

  










FIFTEENTH
SUPPLEMENTAL INDENTURE




THIS FIFTEENTH
SUPPLEMENTAL INDENTURE, dated as of May 31, 2007 (the "Fifteenth
Supplemental Indenture"), between BANK OF AMERICA CORPORATION, a Delaware
corporation (the "Company"), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., as trustee (the "Trustee") and successor trustee to The Bank of
New York ("BNY") under a Restated Indenture dated as of November 1,
2001 between the Company and BNY (the "Indenture").


WHEREAS, the
Company desires to establish, under the terms of the Indenture, a series
of its securities to be known as its Floating Rate
Junior Subordinated Notes, due 2056 (the "Notes"), the form and
substance of such Notes and the terms, provisions and conditions thereof, to be
set forth as provided in the Indenture and this Fifteenth Supplemental
Indenture; and


WHEREAS,
under the terms of an Underwriting Agreement dated as of May 23, 2007 (the "Underwriting
Agreement"), among the Company, BAC Capital Trust XV (the "Trust")
and the Underwriters named therein (the "Underwriters"), the Trust
has agreed to sell to the Underwriters $500,000,000 aggregate liquidation
amount of its Floating Rate Capital Securities
(such securities being of the type referred to in the Indenture as the "Preferred
Securities" and in this Fifteenth Supplemental Indenture as the "Capital
Securities"); and


WHEREAS, the Company
has agreed pursuant to the terms of that certain Subscription Agreement dated
as of May 23, 2007 between the Trust and the Company (the "Subscription
Agreement"), to purchase all of the common securities of the Trust (the "Common
Securities"), which will have an aggregate liquidation amount of $100,000; and


WHEREAS, the
Trust proposes to invest the gross proceeds from such offering of Capital
Securities, together with the gross proceeds from the issuance and sale by the
Trust of the Common Securities, in the Notes, as a result of which the Trust
will purchase $500,100,000 aggregate principal amount of the Notes; and


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


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


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



 

                                                                   
2





 


ARTICLE 1



DEFINITIONS


SECTION
1.1 Definition of Terms.


Unless the
context otherwise requires:


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


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


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


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


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


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


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


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


"Calculation
Agent" means The Bank of New York Trust Company, N.A., or its
successor, or any other calculation agent appointed by the Company.


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


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


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



                                                                                    
3




 


"Declaration"
means the Amended and Restated Declaration of Trust of BAC Capital Trust XV, a
Delaware statutory trust, dated as of May 23, 2007.


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


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


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


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


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


"Interest
Determination Date" means the second London Banking Day preceding the
applicable Interest Reset Date.


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


"Interest
Period" means the period from, and including, May 31, 2007 or an
Interest Payment Date, as applicable, to, but excluding, the next succeeding
Interest Payment Date or the Maturity Date.  


"Interest
Reset Date" means each March 1, June 1, September 1 and December 1 of
each year.


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


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


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


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



                                                                                   
4




 


"Optional
Prepayment Price" means 100% of the outstanding principal amount of
the Notes to be prepaid, plus any accrued and unpaid interest thereon up to,
but excluding, the date of such prepayment.


"Optional
Prepayment" means prepayment prior to the Maturity Date of the Notes
at the option of the Company in whole or in part at any time on or after June 1,
2037.


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


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


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


"Special
Event Prepayment Price" means 100% of the outstanding principal amount
of the Notes to be prepaid, plus any accrued and unpaid interest thereon up to,
but excluding, the date of prepayment.


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


"Telerate
Page 3750" means the display page so designated on the
Moneyline/Telerate Service (or such other page as may replace that page on that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying rates or prices comparable to the London
interbank offered rate for U.S. dollar deposits).



                                                                                  
5




 


"Three-Month
LIBOR" means, with respect to any Interest Period, the offered rate
(expressed as a percentage per
annum) for deposits in U.S. dollars for a three-month period
commencing on the first day of that Interest Period that appears on Telerate
Page 3750 as of 11:00 A.M. (London time) on the second London Banking Day
immediately preceding the first day of that Interest Period. If the rate
described above does not appear on Telerate Page 3750, Three-Month LIBOR will
be determined on the basis of the rates at which deposits in U.S. dollars for a
three-month period commencing on the first day of that Interest Period and in a
principal amount of not less than $1,000,000 are offered to prime banks in the
London interbank market by four major banks in the London interbank market
selected by the Calculation Agent, after consultation with the Company, at
approximately 11:00 A.M., London time on the second London Banking Day
immediately preceding the first day of that Interest Period.  The Calculation
Agent will request the principal London office of each of such banks to provide
a quotation of its rate.  If at least two such quotations are provided,
Three-Month LIBOR with respect to that Interest Period will be the arithmetic average
(rounded upward if necessary to the nearest .00001 of 1%) of such quotations. 
If fewer than two quotations are provided, Three-Month LIBOR with respect to
that Interest Period will be the arithmetic average (rounded upward if
necessary to the nearest .00001 of 1%) of the rates quoted by three major banks
in New York, New York, selected by the Calculation Agent, at approximately
11:00 A.M., New York City time, on the first day of that Interest Period for
loans in U.S. dollars to leading European banks for a three-month period
commencing on the first day of that Interest Period and in a principal amount
of not less than $1,000,000.  However, if fewer than three banks selected by
the Calculation Agent to provide quotations are not quoting as described above,
Three-Month LIBOR for that Interest Period will be the same as Three-Month
LIBOR as determined for the previous Interest Period, or in the case of the
first Interest Period, the most recent rate that could have been determined in
accordance with the first sentence of this paragraph had the Notes been
outstanding.  The Calculation Agent's establishment of Three-Month LIBOR and
calculation of the amount of interest for each Interest Period will be on file
at the Company's principal offices, will be made available to any holder of
Notes upon request and will be final and binding in the absence of manifest
error.


ARTICLE 2



GENERAL TERMS AND CONDITIONS OF THE NOTES


SECTION
2.1 Designation, Principal Amount and Authorized Denominations.  


There is
hereby authorized and established under the terms of the Indenture a series of
the Company's securities designated the "Floating
Rate Junior Subordinated Notes, due 2056" limited in aggregate
principal amount to no more than $500,100,000 which amount shall be as set
forth in one or more written orders of the Company for the authentication and
delivery of the Notes pursuant to Section 2.04 of the Indenture.  The
denominations in which the Notes shall be issuable is $1,000 principal amount
and integral multiples thereof.


SECTION
2.2 Maturity.  


The Maturity
Date for the Notes is June 1, 2056.



                                                                                
6




 


SECTION
2.3 Form and Payment.


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


SECTION
2.4 Global Form.  


(a)        In connection with a Dissolution Election,


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


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


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



                                                                                       
7




 


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


SECTION
2.5 Interest.


(a)        Each Note will bear interest at a floating rate
per annum equal to (i) from May 31, 2007 to June 1, 2037, Three-Month LIBOR
plus a spread of 0.80% (the "Initial Coupon Rate") and (ii)
thereafter, Three-Month LIBOR plus a spread of 1.80% (the "Step-Up Coupon
Rate" and together with the Initial Coupon Rate, the "Coupon Rate"),
until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest or Deferred Interest at
the applicable Coupon Rate or Rates, compounded quarterly, payable (subject to
the provisions of Article 4) quarterly in arrears on March 1, June 1, September
1 and December 1 of each year (each, an "Interest Payment Date"), beginning
on September 1, 2007, to the Person in whose name such Note or any predecessor
Note is registered at the close of business on the regular record date for such
interest installment, which, in respect of any Notes of which the Property
Trustee is the Holder of a Global Note, shall be the close of business on the
Business Day in New York and Charlotte next preceding that Interest Payment
Date.  Notwithstanding the foregoing sentence, if the Notes are no longer in
book-entry only form, the relevant record dates shall be the close of business
on February 15, May 15, August 15 and November 15 prior to the regular Interest
Payment Date.  Interest for the final Interest Period will be paid on the
Maturity Date or date of earlier prepayment pursuant to Article 3.   


(b)        The
Coupon Rate will reset quarterly on each Interest Reset Date.  For each
Interest Period, the Calculation Agent will determine Three-Month LIBOR in
effect on the Interest Determination Date for the relevant Interest Period and will
add the applicable spread to Three-Month LIBOR as determined on that Interest
Determination Date to calculate the Coupon



                                                                                    
8




 Rate applicable for that Interest
Period.  If an Interest Reset Date falls on a day that is not a Business Day,
that Interest Reset Date will be postponed to the next day that is a Business
Day.  


(c)        The amount of interest payable for any period
will be computed on the basis of the actual number of days elapsed in the
period and a 360‐day year.  Accrued interest on the Notes will be
calculated by multiplying the principal amount of the Notes by an accrued
interest factor, which is the sum of the interest factors calculated for each
day in the relevant Interest Period.  The daily interest factor will be
computed by dividing the Coupon Rate in effect on that day by 360.  In the
event that any date on which interest is payable on the Notes is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day, except that, if such Business Day is in
the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day.  In each such case, except for the Interest
Payment Date falling on the Maturity Date, the Interest Periods and Interest
Reset Dates will be adjusted accordingly to calculate the amount of interest
payable on the Notes. 


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


ARTICLE 3



PREPAYMENT OF THE NOTES


SECTION
3.1 Special Event Prepayment.


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


SECTION
3.2 Optional Prepayment by Company.  


Subject to
the provisions of Article 14 of the Indenture, the Company shall have the right
to prepay the Notes, in whole or in part, at any time and from time to time, on
or after June 1, 2037, at a prepayment price equal to the Optional Prepayment
Price.  Any prepayment



                                                                                  
9




 pursuant to this paragraph will be made upon not less
than 30 days' nor more than 60 days' notice to the Holders of the Notes.  If
the Notes are only partially prepaid pursuant to this Section 3.2, the Notes
will be prepaid pro rata or by lot or by any other method
utilized by the Trustee; provided that if, at the time of
prepayment, the Notes are registered as a Global Note, the Depositary shall
determine, in accordance with its procedures, the principal amount of such
Notes held by each Holder of a Note to be prepaid.  The Optional Prepayment
Price shall be paid prior to 12:00 noon, New York time, on the date of such
prepayment or at such earlier time as the Company determines provided that the
Company shall deposit with the Trustee an amount sufficient to pay the Optional
Prepayment Price by 10:00 a.m., New York time, on the date such Optional
Prepayment Price is to be paid.


SECTION
3.3 No Sinking Fund.  


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


ARTICLE 4



EXTENSION OF INTEREST PAYMENT PERIOD


SECTION
4.1 Extension of Interest Payment Period.


The Company
shall have the right, at any time and from time to time during the term of the
Notes, to defer payments of interest by extending the interest payment period
of such Notes for a period selected by the Company not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which
Extended Interest Payment Period no interest shall be due and payable; provided
that no Extended Interest Payment Period may extend beyond the Maturity
Date.  To the extent permitted by applicable law, interest, the payment of
which has been deferred because of the extension of the interest payment period
pursuant to this Section 4.1, will accrue additional interest thereon at the applicable
Coupon Rate or Rates compounded quarterly for each quarter of the Extended
Interest Payment Period ("Compounded Interest").  At the end of the
Extended Interest Payment Period, the Company shall pay all interest accrued
and unpaid on the Notes, including any Additional Interest and Compounded
Interest (together, "Deferred Interest") that shall be payable to the
Holders of the Notes in whose names the Notes are registered in the Security
Register on the first record date after the end of the Extended Interest
Payment Period.  Before the termination of any Extended Interest Payment
Period, the Company may further extend such period, provided that such period
together with all such previous and further extensions thereof shall not exceed
20 consecutive quarters or extend beyond the Maturity Date of the Notes.  Upon
the termination of any Extended Interest Payment Period and upon the payment of
all Deferred Interest then due, the Company may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.  No interest
shall be due and payable during an Extended Interest Payment Period, except at
the end thereof, but the Company may prepay at any time all or any portion of
the interest accrued during an Extended Interest Payment Period.



                                                                                         
10




 


SECTION 4.2 Notice of Extension.


(a)        If the Property Trustee is the only registered
Holder of the Notes at the time the Company selects an Extended Interest
Payment Period, the Company shall give written notice to the Regular Trustees,
the Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period at least one Business Day before the earlier of (i) the next
succeeding date on which Distributions on the Trust Securities issued by the
Trust are payable, or (ii) the date on which the Trust is required to give
notice of the record date, or the date on which such Distributions are payable,
to the New York Stock Exchange or any other exchange upon which the Notes or
Trust Securities may in the future be listed or any other applicable self‐regulatory
organization or to holders of the Capital Securities issued by the Trust, but
in any event at least one Business Day before such record date (however, in no
event shall notice be required more than 15 Business Days prior to an Interest
Payment Date).


(b)        If the Property Trustee is not the only Holder
of the Notes at the time the Company selects an Extended Interest Payment
Period, the Company shall give the Holders of the Notes and the Trustee written
notice of its selection of such Extended Interest Payment Period at least 10
Business Days, but not more than 15 Business Days, before the earlier of (i)
the next succeeding Interest Payment Date, or (ii) the date the Company is
required to give notice of the record or payment date of such interest payment
to the New York Stock Exchange or any other exchange upon which the Notes or
Trust Securities may in the future be listed or any other applicable self‐regulatory
organization or to Holders of the Notes.


(c)        The quarter in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 4.2 shall be counted as one
of the 20 quarters permitted in computing the maximum Extended Interest Payment
Period permitted under Section 4.1.


SECTION
4.3 Limitation of Transactions.  


If (a) the
Company shall exercise its right to defer payment of interest as provided in
Section 4.1 and such Extended Interest Payment Period is continuing, or (b)
there shall have occurred and be continuing any Event of Default or Nonpayment,
as defined in the Indenture, then (i) the Company shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
(other than (A) purchases or acquisitions of shares of its common stock in
connection with the satisfaction by the Company of its obligations under any
employee benefit plans, (B) as a result of a reclassification of its capital
stock or the exchange or conversion of one class or series of Company capital
stock for another class or series of its capital stock or (C) the purchase of
fractional interests in shares of its capital stock pursuant to an acquisition
or the conversion or exchange provisions of such capital stock or security
being converted or exchanged) or make any guarantee payment with respect
thereto and (ii) the Company shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Company which rank pari passu with or
junior to the Notes.



                                                                                    
11




 


ARTICLE 5



EXPENSES


SECTION
5.1 Payment of Expenses.  


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


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


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


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


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


SECTION
5.2 Payment Upon Resignation or Removal.  


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



                                                                                         
12




 


ARTICLE 6



COVENANT TO LIST ON EXCHANGE


SECTION 6.1 Listing on an Exchange.  


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


ARTICLE 7



FORM OF NOTE


SECTION
7.1 Form of Note.  


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


                                                            
13







(FORM
OF FACE OF NOTE)


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


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, New York ("DTC") to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is registered in the name
of CEDE & CO. or such other name as requested by an authorized
representative of DTC (and any payment hereon is made to Cede & Co. or such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.


THIS NOTE IS NOT A SAVINGS
ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING
AFFILIATE OF BANK OF AMERICA CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND INVOLVES
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.


$__________                                                                                      CUSIP
No.    060505 DF8

                                                                                                            ISIN
No. US060505DF87


No. XV-R-__ 


BANK
OF AMERICA CORPORATION

FLOATING RATE JUNIOR SUBORDINATED NOTES,

DUE
2056


BANK OF
AMERICA CORPORATION, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to THE BANK OF NEW
YORK TRUST COMPANY, N.A., AS PROPERTY TRUSTEE OF BAC CAPITAL TRUST XV, or
registered assigns, the principal sum of ________________________ DOLLARS ($____________)
on June 1, 2056 (the "Maturity Date"), and to pay interest on said
principal sum from May 31, 2007 or from the most recent interest payment date
to which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on March 1, June 1, September 1 and
December 1 of each year (each such date, an "Interest Payment Date") beginning
September 1, 2007, at a floating rate per annum equal to (a) Three-Month LIBOR
(as defined below) plus a spread of 0.80% (the "Initial Spread") from
May 31, 2007 through the interest period ending June 1, 2037 and (b)
Three-Month LIBOR plus a spread of 1.80% (the "Step-Up Spread") from
the interest period beginning June 1, 2037 through maturity or prepayment, until
the principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the extent that
payment of such interest is enforceable under applicable law)



                                                                                    
14




 on any overdue
installment of interest or any Deferred Interest at the applicable Coupon Rate or
Rates compounded quarterly.  The amount of interest payable on any Interest
Payment Date shall be computed on the basis of the actual number of days
elapsed in the period and a 360‐day year.  In the event that any date on
which interest is payable on this Note is not a Business Day (as defined below),
then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day, except that, if such Business Day is in
the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day.  In each such case, except for the Interest
Payment Date falling on the Maturity Date, the Interest Periods and Interest Reset
Dates will be adjusted accordingly to calculate the amount of interest payable
on this Note. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Note (or one or more Predecessor
Securities, as defined in the Indenture) is registered at the close of business
on the regular record date for such interest installment, which shall be the
close of business on the Business Day in New York and Charlotte next preceding
such Interest Payment Date.  If pursuant to the provisions of the Indenture,
the Notes are no longer represented by a Global Note, the record date shall be
the close of business on the February 15, May 15, August 15 and November 15 prior
to such payment dates.  Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holders
on such regular record date and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered
Holders of this series of Notes not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.  The principal of (and premium, if
any) and the interest on this Note shall be payable at the office or agency of
the Trustee maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the Security Register. 
Notwithstanding the foregoing, so long as the Holder of this Note is the
Property Trustee, the payment of the principal of (and premium, if any) and interest
on this Note will be made at such place and to such account as may be
designated by the Property Trustee.  


As used
herein, the term "Business Day" shall mean any day other than a day
on which federal or state banking institutions in New York, New York, or
Charlotte, North Carolina, are authorized or obligated by law, executive order
or regulation to close and also is a London Banking Day.  "London Banking
Day" shall mean any day on which commercial banks are open for general business
(including dealings in deposits in U.S. dollars) in London, England.


For each
Interest Period, the Calculation Agent will determine Three-Month LIBOR in
effect on the Interest Determination Date for that Interest Period and will add
the Initial Spread or the Step-Up Spread, as applicable, to Three-Month LIBOR
as determined on that Interest Determination Date to calculate the Coupon Rate
applicable for that Interest Period.  "Three-Month LIBOR" means, with
respect to any Interest Period, the offered rate (expressed as a percentage per annum) for deposits in
U.S. dollars for a three-month period commencing on the first day of that
Interest Period that appears on Telerate Page 3750 as of 11:00 A.M. (London



                                                                                  
15




 time) on the second London Banking Day immediately preceding the first day of
that Interest Period. If the rate described above does not appear on Telerate
Page 3750, Three-Month LIBOR will be determined on the basis of the rates at
which deposits in U.S. dollars for a three-month period commencing on the first
day of that Interest Period and in a principal amount of not less than
$1,000,000 are offered to prime banks in the London interbank market by four
major banks in the London interbank market selected by the Calculation Agent,
after consultation with the Company, at approximately 11:00 A.M., London time
on the second London Banking Day immediately preceding the first day of that
Interest Period.  The Calculation Agent will request the principal London
office of each of such banks to provide a quotation of its rate.  If at least
two such quotations are provided, Three-Month LIBOR with respect to that
Interest Period will be the arithmetic average (rounded upward if necessary to
the nearest .00001 of 1%) of such quotations.  If fewer than two quotations are
provided, Three-Month LIBOR with respect to that Interest Period will be the
arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of
the rates quoted by three major banks in New York, New York, selected by the
Calculation Agent, at approximately 11:00 A.M., New York City time, on the
first day of that Interest Period for loans in U.S. dollars to leading European
banks for a three-month period commencing on the first day of that Interest
Period and in a principal amount of not less than $1,000,000.  However, if
fewer than three banks selected by the Calculation Agent to provide quotations
are not quoting as described above, Three-Month LIBOR for that Interest Period
will be the same as Three-Month LIBOR as determined for the previous Interest
Period, or in the case of the first Interest Period, the most recent rate that
could have been determined in accordance with the first sentence of this
paragraph had the Notes been outstanding.  


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


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


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


                                                                        
16







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


Date:  May 31, 2007                                        BANK
OF AMERICA CORPORATION




                                                                        By:
____________________________________

                                                                        Name: B. Kenneth Burton, Jr.

[Seal]                                                               Title:  
Senior Vice President 

Attest:


By: __________________________

Name: ________________________

Title:
_________________________





                                                                                 
17







(FORM
OF CERTIFICATE OF AUTHENTICATION)


CERTIFICATE
OF AUTHENTICATION


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


Dated:  May 31, 2007


The Bank of New York Trust
Company, N.A., as Trustee






By ______________________________

                   Authorized
Signatory





18















(FORM
OF REVERSE OF NOTE)


This Note is
one of a duly authorized series of Junior Subordinated Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of November 1, 2001, duly executed and delivered
between the Company and The Bank of New York (the "BNY"), as
supplemented by the Fifteenth Supplemental Indenture dated as of May 31, 2007 (the
"Fifteenth Supplemental Indenture"), between the Company and The Bank
of New York Trust Company, N.A. (the "Trustee"), as successor trustee
to BNY under the terms of the Indenture (the Indenture as so supplemented, the "Indenture"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Notes.  By the terms of the Indenture, the Notes are issuable in series
that may vary as to amount, date of maturity, rate of interest and in other
respects as provided in the Indenture.  This series of Notes is limited in
aggregate principal amount as specified in the Fifteenth Supplemental Indenture.


Because of the
occurrence and continuation of a Special Event, as defined in the Indenture, in
certain circumstances, this Note may become due and payable at a prepayment
price equal to 100% of the principal amount of the Notes to be prepaid, plus
any accrued and unpaid interest thereon up to, but excluding, the date of
prepayment (the "Special Event Prepayment Price"). The Special Event
Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date
of such prepayment or at such earlier time as the Company determines. 


In addition,
the Company shall have the right to prepay this Note at the option of the
Company, in whole or in part, at any time on or after June 1, 2037 (an "Optional
Prepayment"), at a prepayment price equal to 100% of the outstanding
principal amount of the Notes to be prepaid, plus any accrued and unpaid
interest thereon up to, but excluding, the date of prepayment (the "Optional
Prepayment Price").  Any prepayment pursuant to this paragraph will be
made upon not less than 30 days' nor more than 60 days' notice, at the Optional
Prepayment Price.  If the Notes are only partially prepaid by the Company
pursuant to an Optional Prepayment, the Notes will be prepaid pro rata
or by lot or by any other method utilized by the Trustee; provided that
if, at the time of prepayment, the Notes are registered as a Global Note, the
Depositary shall determine the principal amount of such Notes held by each Note
holder to be prepaid in accordance with its procedures.


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


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


The Indenture
contains provisions permitting the Company and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes of



                                                                                      
19




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


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


The Company
shall have the right at any time during the term of the Notes and from time to
time to defer payments of interest by extending the interest payment period of
such Notes for a period selected by the Company not exceeding 20 consecutive quarters
(an "Extended Interest Payment Period"), at the end of which period
the Company shall pay all interest then accrued and unpaid (together with
interest thereon at the applicable Coupon Rate or Rates applicable during the
Extended Interest Payment Period, to the extent that payment of such interest
is enforceable under applicable law); provided that no Extended
Interest Payment Period may last beyond the Maturity Date of the Notes.  Before
the termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that
such Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters or extend the Maturity Date of
the Notes.  At the termination of any such Extended Interest Payment Period and
upon the payment of all accrued and unpaid interest and any additional amounts
then due, the Company may commence a new Extended Interest Payment Period,
subject to the requirements contained in this paragraph.


As provided in
the Indenture and subject to certain limitations therein set forth, this Note
is transferable by the registered Holder hereof on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the corporate
trust offices of the Trustee located at 101 Barclay Street, New York, New York
10286 (or such other offices as may be designated by the Trustee) accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount and series
will be issued to the



                                                                                        
20




 designated transferee or transferees. No service charge
will be made for any such transfer, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
relation thereto.


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


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


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


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


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






                                                                                   
21









ARTICLE 8



ORIGINAL ISSUE OF NOTES


SECTION
8.1 Original Issue of Notes.  


Notes in the
aggregate principal amount of up to $500,100,000 may, upon execution of this Fifteenth
Supplemental Indenture, be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Notes to or upon the written order of the Company, signed by any
Authorized Officer, as defined in the Indenture, without any further action by
the Company.


ARTICLE 9



MISCELLANEOUS


SECTION
9.1 Ratification of Indenture.  


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


SECTION
9.2 Trustee Not Responsible for Recitals.  


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


SECTION
9.3 Governing Law.  


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


SECTION
9.4 Severability.  


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



                                                                                   
22




 


SECTION 9.5 Counterparts.  


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


[Signature
Page Follows]


23







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


BANK OF
AMERICA CORPORATION




By:   /s/ B. KENNETH BURTON, JR.

Name: B. Kenneth Burton, Jr.

Title:   Senior Vice President


THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee






By:  /s/ CHRISTIE LEPPERT

Name:  Christie Leppert

Title:   Assistant Vice President









 

 

24