CAPITAL
SECURITIES GUARANTEE AGREEMENT  


BAC
Capital Trust XV Floating Rate Capital
Securities


Dated
as of May 31, 2007












	
  ARTICLE 1

  
	
  DEFINITIONS AND INTERPRETATION

  
	
  SECTION 1.1

  	
  Definitions and Interpretation

  	
  1

  
	
  ARTICLE 2

  
	
  TRUST INDENTURE ACT

  
	
  SECTION
  2.1

  	
  Trust
  Indenture Act; Application

  	
  5

  
	
  SECTION
  2.2

  	
  Lists
  of Holders of Securities

  	
  5

  
	
  SECTION
  2.3

  	
  Reports
  by the Capital Securities Guarantee Trustee

  	
  5

  
	
  SECTION
  2.4

  	
  Periodic
  Reports to Capital Securities Guarantee Trustee

  	
  5

  
	
  SECTION
  2.5

  	
  Evidence
  of Compliance with Conditions Precedent

  	
  5

  
	
  SECTION
  2.6

  	
  Events
  of Default; Waiver

  	
  6

  
	
  SECTION
  2.7

  	
  Event
  of Default; Notice

  	
  6

  
	
  SECTION 2.8

  	
  Conflicting Interests

  	
  6

  
	
  ARTICLE 3

  
	
  POWERS,
  DUTIES AND RIGHTS OF 

	CAPITAL SECURITIES GUARANTEE TRUSTEE

  
	
  SECTION
  3.1

  	
  Powers
  and Duties of the Capital Securities Guarantee Trustee

  	
  6

  
	
  SECTION
  3.2

  	
  Certain
  Rights of Capital Securities Guarantee Trustee

  	
  8

  
	
  SECTION 3.3

  	
  Not Responsible for Recitals or Issuance of
  Capital Securities Guarantee

  	
  10

  
	
  ARTICLE 4

  
	
  CAPITAL SECURITIES GUARANTEE TRUSTEE

  
	
  SECTION
  4.1

  	
  Capital
  Securities Guarantee Trustee; Eligibility

  	
  10

  
	
  SECTION 4.2

  	
  Appointment, Removal and Resignation of
  Capital Securities Guarantee Trustee

  	
  11

  
	
  ARTICLE 5

  
	
  GUARANTEE

  
	
  SECTION
  5.1

  	
  Guarantee

  	
  12

  
	
  SECTION
  5.2

  	
  Waiver
  of Notice and Demand

  	
  12

  
	
  SECTION
  5.3

  	
  Obligations
  Not Affected

  	
  12

  
	
  SECTION
  5.4

  	
  Rights
  of Holders

  	
  13

  
	
  SECTION
  5.5

  	
  Guarantee
  of Payment

  	
  13

  
	
  SECTION
  5.6

  	
  Subrogation

  	
  13

  
	
  SECTION 5.7

  	
  Independent Obligations

  	
  14

  
	
  ARTICLE 6

  
	
  LIMITATION OF TRANSACTIONS; SUBORDINATION

  
	
  SECTION
  6.1

  	
  Limitation
  of Transactions

  	
  14

  
	
  SECTION 6.2

  	
  Ranking

  	
  14

  
	
  ARTICLE 7

  
	
  TERMINATION

  
	
  SECTION 7.1

  	
  Termination

  	
  15

  
	
  ARTICLE 8

  
	
  INDEMNIFICATION

  
	
  SECTION
  8.1

  	
  Exculpation

  	
  15

  
	
  SECTION 8.2

  	
  Indemnification

  	
  15

  
	
  ARTICLE 9

  
	
  MISCELLANEOUS

  
	
  SECTION
  9.1

  	
  Successors
  and Assigns

  	
  16

  
	
  SECTION
  9.2

  	
  Amendments

  	
  16

  
	
  SECTION
  9.3

  	
  Notices

  	
  16

  
	
  SECTION
  9.4

  	
  Benefit

  	
  17

  
	
  SECTION
  9.5

  	
  Governing
  Law

  	
  17

  













CROSS-REFERENCE
TABLE*




	
  Section of

  	

  
	
  Trust Indenture Act

  	
  Section of

  
	
  of 1939, as amended

  	
  Declaration

  
	

  	

  
	
  310(a)

  	
  4.1(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)

  	
  3.1(d)

  
	
  315(c)

  	
  3.1(c)

  
	
  315(d)

  	
  3.1(d)

  






_______________


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






















CAPITAL
SECURITIES GUARANTEE AGREEMENT


This GUARANTEE
AGREEMENT (the "Capital Securities Guarantee"), dated as of May 31,
2007, is executed and delivered by BANK OF AMERICA CORPORATION, a Delaware
corporation (the "Guarantor"), and THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national  banking association, as trustee (the "Capital
Securities Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Capital Securities (as defined herein) of BAC
Capital Trust XV, a Delaware statutory trust (the "Issuer").


WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the "Declaration"),
dated as of May 23, 2007, among the trustees of the Issuer named therein, the
Guarantor, as sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing on the
date hereof 500,000 Capital Securities representing undivided preferred
beneficial interests in the assets of the Issuer, designated the BAC Capital
Trust XV Floating Rate Capital Securities (the
"Capital Securities"), initially in the aggregate liquidation amount
of $500,000,000; and


WHEREAS, as
incentive for the Holders to purchase the Capital Securities, the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth in
this Capital Securities Guarantee, to pay to the Holders of the Capital
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein; and


WHEREAS, the
Guarantor also is executing and delivering a guarantee agreement (the "Common
Securities Guarantee") for the benefit of the holders of the Common
Securities (as defined herein);


NOW,
THEREFORE, in consideration of the purchase by each Holder of Capital
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Capital Securities
Guarantee for the benefit of the Holders.


ARTICLE 1

DEFINITIONS AND INTERPRETATION


SECTION
1.1 Definitions and Interpretation.  


In this
Capital Securities Guarantee, unless the context otherwise requires:


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


(b)        terms
defined in the Declaration as at the date of execution of this Capital
Securities Guarantee have the same meaning when used in this Capital Securities
Guarantee;





                                                     
1





(c)        a
term defined anywhere in this Capital Securities Guarantee has the same meaning
throughout;


(d)        all
references to "the Capital Securities Guarantee" or "this
Capital Securities Guarantee" are to this Capital Securities Guarantee as
modified, supplemented or amended from time to time;


(e)        all
references in this Capital Securities Guarantee to Articles and Sections are to
Articles and Sections of this Capital Securities Guarantee, unless otherwise
specified;


(f)         a
term defined in the Trust Indenture Act has the same meaning when used in this
Capital Securities Guarantee, unless otherwise defined in this Capital
Securities Guarantee or unless the context otherwise requires; and


(g)        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 of
1933, as amended, or any successor rule thereunder.


"Authorized
Officer" means the Chief Executive Officer, President, Chief Financial
Officer, any Senior or other Vice President, Treasurer, Assistant Treasurer,
Associate General Counsel or other Person authorized to bind a Person.


"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 Guarantee Trustee" means The Bank of New York Trust
Company, N.A., a national banking association, until a Successor Capital
Securities Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Capital Securities Guarantee and
thereafter means each such Successor Capital Securities Guarantee Trustee.


"Capital
Securities" means the total number of BAC Capital Trust XV Floating
Rate Capital Securities (liquidation amount $1,000 per Capital Security) issued
pursuant to the Declaration representing undivided preferred beneficial interests
in the assets of the Issuer.


"Common
Securities" means the BAC Capital Trust XV Floating Rate Common
Securities (liquidation amount $1,000 per Common Security) representing
undivided common beneficial interests in the assets of the Issuer.


"Corporate
Trust Office" means the office of the Capital Securities Guarantee
Trustee at which the corporate trust business of the Capital Securities
Guarantee 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, 8 West, New York, New York 10286.


"Covered
Person" means any Holder or beneficial owner of Capital Securities.



                                                                                 
2




 


"Event
of Default" means a default by the Guarantor on any of its payments or
other obligations under this Capital Securities Guarantee.


"Guarantee
Payments" means the following payments or distributions, without
duplication, with respect to the Capital Securities, to the extent not paid or
made by the Issuer:  (i) any accrued and unpaid Distributions that are required
to be paid on such Capital Securities to the extent the Issuer shall have funds
available therefor, (ii) the applicable Redemption Price to the extent the
Issuer has funds available therefor, with respect to any Capital Securities
called for redemption by the Issuer, and (iii) upon a voluntary or involuntary
dissolution, winding‐up or termination of the Issuer (other than in
connection with the distribution of Notes to the Holders in exchange for
Capital Securities as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid Distributions on
the Capital Securities to the date of payment, to the extent the Issuer shall
have funds available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer
(in either case, the "Liquidation Distribution").  If an Event of
Default under, and as defined in, the Indenture has occurred and is continuing,
the rights of holders of the Common Securities to receive payments under the
Common Securities Guarantee are subordinated to the rights of Holders of
Capital Securities to receive Guarantee Payments under the Capital Securities
Guarantee.


"Holder"
shall mean any holder, as registered on the books and records of the Issuer, of
any Capital Securities; provided, however, that in determining
whether the holders of the requisite percentage of Capital Securities have
given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.


"Indemnified
Person" means the Capital Securities Guarantee Trustee, any Affiliate
of the Capital Securities Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Capital Securities Guarantee Trustee.


"Indenture"
means the Restated Indenture dated as of November 1, 2001 between the Guarantor
(the "Note Issuer") and The Bank of New York, as trustee, together
with any Board Resolution (as defined in the Indenture) or any indenture supplemental
thereto, pursuant to which certain subordinated debt securities of the Note
Issuer are to be issued to the Property Trustee (as defined in the Declaration)
of the Issuer.


"Majority
in liquidation amount of the Securities" means, except as provided by
the Trust Indenture Act, a vote by Holder(s) of Capital Securities, voting
separately as a class, of more than 50% of the liquidation amount (including
the stated amount that would be paid on redemption, liquidation, dissolution or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all Capital Securities.


"Notes"
means the series of junior subordinated debt securities of the Guarantor
designated the Floating Rate Junior
Subordinated Notes, due 2056, held by the Property Trustee of the Issuer on
behalf of the Trust.



                                                                                  
3




 


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


(a)        a statement that each officer
signing the Officers' Certificate has read the covenant or condition and the
definition relating thereto;


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


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


"Person"
means a legal person, including 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.


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


"Successor
Capital Securities Guarantee Trustee" means a successor Capital
Securities Guarantee Trustee possessing the qualifications to act as Capital
Securities Guarantee Trustee under Section 4.1.


"Trust
Indenture Act" means the Trust Indenture Act of 1939, as amended.


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





                                                                                       
4





ARTICLE 2

TRUST INDENTURE ACT


SECTION
2.1 Trust Indenture Act; Application.  


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


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


SECTION
2.2 Lists of Holders of Securities.  


            (a)        The
Guarantor shall provide the Capital Securities Guarantee Trustee with a list,
in such form as the Capital Securities Guarantee Trustee may reasonably
require, of the names and addresses of the Holders of the Capital Securities ("List
of Holders") as of such date, (i) within 10 days after each record date,
and (ii) at any other time within 30 days of receipt by the Guarantor 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 Capital Securities Guarantee Trustee; provided
that the Guarantor shall not 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 Capital Securities Guarantee Trustee by the
Guarantor.  The Capital Securities Guarantee Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.


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


SECTION
2.3 Reports by the Capital Securities Guarantee Trustee.  


Within 60
days after May 15 of each year, the Capital Securities Guarantee 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 Capital
Securities Guarantee Trustee also shall comply with the requirements of Section
313(d) of the Trust Indenture Act.


SECTION
2.4 Periodic Reports to Capital Securities Guarantee Trustee.  


The Guarantor
shall provide to the Capital Securities Guarantee Trustee such documents,
reports and information, if any, as required by Section 314 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.  


The Guarantor
shall provide to the Capital Securities Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Capital



                                                                                             
5




 Securities Guarantee 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.  


The Holders
of a Majority in liquidation amount of the Securities may, by vote, on behalf
of the Holders of all of the Capital Securities, waive any past Event of
Default and its consequences.  Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Capital Securities
Guarantee, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


SECTION
2.7 Event of Default; Notice.  


(a)        The Capital Securities Guarantee Trustee shall,
within 90 days after the occurrence of an Event of Default, transmit by mail,
first class postage prepaid, to the Holders of the Capital Securities, notices
of all Events of Default actually known to a Responsible Officer of the Capital
Securities Guarantee Trustee, unless such defaults have been cured before the
giving of such notice, provided that the Capital Securities
Guarantee Trustee shall be protected in withholding such notice if and so long
as a Responsible Officer of the Capital Securities Guarantee Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders.


(b)        The Capital Securities Guarantee Trustee shall
not be deemed to have knowledge of any Event of Default unless a Responsible
Officer of the Capital Securities Guarantee Trustee shall have received written
notice thereof, or unless a Responsible Officer of the Capital Securities
Guarantee Trustee charged with the administration of the Declaration shall have
obtained actual knowledge thereof.


SECTION
2.8 Conflicting Interests.  


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


ARTICLE 3

POWERS, DUTIES AND RIGHTS OF

CAPITAL SECURITIES GUARANTEE TRUSTEE


SECTION
3.1 Powers and Duties of the Capital Securities Guarantee Trustee.  


(a)        This Capital Securities Guarantee shall be held
by the Capital Securities Guarantee Trustee for the benefit of the Holders, and
the Capital Securities Guarantee Trustee shall not transfer this Capital
Securities Guarantee to any Person except a Holder of Capital Securities
exercising his or her rights pursuant to Section 5.4(b) or to a Successor
Capital Securities Guarantee Trustee on acceptance by such Successor Capital
Securities Guarantee Trustee of its appointment to act as Successor Capital
Securities Guarantee Trustee.  The right,



                                                                                        
6




 title and interest of the Capital
Securities Guarantee Trustee shall automatically vest in any Successor Capital
Securities Guarantee Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Capital Securities
Guarantee Trustee.


(b)        If an Event of Default actually known to a
Responsible Officer of the Capital Securities Guarantee Trustee has occurred
and is continuing, the Capital Securities Guarantee Trustee shall enforce this
Capital Securities Guarantee for the benefit of the Holders.


(c)        The Capital Securities Guarantee 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 Capital Securities Guarantee, and
no implied covenants shall be read into this Capital Securities Guarantee
against the Capital Securities Guarantee Trustee.  In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6) and is
actually known to a Responsible Officer of the Capital Securities Guarantee
Trustee, the Capital Securities Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Capital Securities Guarantee, and use
the same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.


(d)        No provision of this Capital Securities
Guarantee shall be construed to relieve the Capital Securities Guarantee
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 any 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 Capital Securities Guarantee Trustee shall be
determined solely by the express provisions of this Capital Securities
Guarantee, and the Capital Securities Guarantee Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Capital Securities Guarantee, and no implied covenants or
obligations shall be read into this Capital Securities Guarantee against the
Capital Securities Guarantee Trustee; and


(B)       in the
absence of bad faith on the part of the Capital Securities Guarantee Trustee,
the Capital Securities Guarantee Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Capital Securities Guarantee
Trustee and conforming to the requirements of this Capital Securities
Guarantee; but in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Capital
Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Capital Securities Guarantee;



                                                                     
7




 


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


(iii)       the
Capital Securities Guarantee 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 Capital Securities Guarantee
Trustee, or exercising any trust or power conferred upon the Capital Securities
Guarantee Trustee under this Capital Securities Guarantee; and


(iv)       no
provision of this Capital Securities Guarantee shall require the Capital
Securities Guarantee 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 the Capital Securities Guarantee
Trustee 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
Capital Securities Guarantee or indemnity, reasonably satisfactory to the
Capital Securities Guarantee Trustee, against such risk or liability is not
reasonably assured to it.


SECTION
3.2 Certain Rights of Capital Securities Guarantee Trustee.  


(a)        Subject to the provisions of Section 3.1:


(i)         The
Capital Securities Guarantee Trustee may rely conclusively, 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 Guarantor contemplated by this Capital Securities
Guarantee shall be sufficiently evidenced by an Officers' Certificate.


(iii)       Whenever,
in the administration of this Capital Securities Guarantee, the Capital
Securities Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Capital Securities Guarantee 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 Guarantor.


(iv)       The
Capital Securities Guarantee Trustee shall have no duty to see to any
recording, filing or registration of any instrument (or any rerecording,
refiling or re-registration thereof).



                                                                           
8




 


(v)        The
Capital Securities Guarantee Trustee may consult with counsel of its selection,
and the advice or opinion of such counsel with respect to legal matters 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.  Such counsel may be counsel to the Guarantor or any of
its Affiliates and may include any of its employees.  The Capital Securities
Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this Capital Securities Guarantee from any
court of competent jurisdiction.


(vi)       The
Capital Securities Guarantee Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Capital Securities Guarantee at
the request or direction of any Holder, unless such Holder shall have provided
to the Capital Securities Guarantee Trustee such security and indemnity,
reasonably satisfactory to the Capital Securities Guarantee Trustee, against
the costs, expenses (including attorneys' fees and expenses and the expenses of
the Capital Securities Guarantee 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
Capital Securities Guarantee Trustee; provided that, nothing contained in this
Section 3.2(a)(vi) shall be taken to relieve the Capital Securities Guarantee
Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Capital Securities
Guarantee.


(vii)      The
Capital Securities Guarantee 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 Capital Securities Guarantee Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit.


(viii)      The
Capital Securities Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, nominees, custodians or attorneys, and the Capital Securities Guarantee
Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it hereunder.


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


(x)        Whenever
in the administration of this Capital Securities Guarantee the Capital
Securities Guarantee Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other action
hereunder, the Capital



                                                                                 
9




 Securities Guarantee Trustee (i) may request
instructions from the Holders of a Majority in liquidation amount of the
Securities, (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)       The
Capital Securities Guarantee 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 Capital Securities Guarantee.


(b)        No provision of this Capital Securities
Guarantee shall be deemed to impose any duty or obligation on the Capital
Securities Guarantee 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 Capital Securities Guarantee 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 Capital
Securities Guarantee Trustee shall be construed to be a duty.


SECTION
3.3 Not Responsible for Recitals or Issuance of Capital Securities Guarantee. 



The recitals
contained in this Capital Securities Guarantee shall be taken as the statements
of the Guarantor, and the Capital Securities Guarantee Trustee does not assume
any responsibility for their correctness.  The Capital Securities Guarantee
Trustee makes no representation as to the validity or sufficiency of this
Capital Securities Guarantee.


ARTICLE 4

CAPITAL SECURITIES GUARANTEE TRUSTEE


SECTION
4.1 Capital Securities Guarantee Trustee; Eligibility.  


(a)        There shall at all times be a Capital
Securities Guarantee Trustee which shall:


(i)         not
be an Affiliate of the Guarantor; 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 Securities and Exchange Commission to
act as a 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 4.1(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.



                                                                     
10




 


(b)        If at any time the Capital Securities Guarantee
Trustee shall cease to be eligible to so act under Section 4.1(a), the Capital
Securities Guarantee Trustee shall immediately resign in the manner and with
the effect set out in Section 4.2(c).


       (c)        If the Capital Securities Guarantee
Trustee has or shall acquire  any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Capital Securities
Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.


SECTION 4.2 Appointment, Removal and Resignation of
Capital Securities Guarantee Trustee.  


(a)        Subject to Section 4.2(b), the Capital
Securities Guarantee Trustee may be appointed or removed without cause at any
time by the Guarantor except during an Event of Default.


(b)        The Capital Securities Guarantee Trustee shall
not be removed in accordance with Section 4.2(a) until a Successor Capital
Securities Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Capital Securities
Guarantee Trustee and delivered to the Guarantor.


(c)        The Capital Securities Guarantee Trustee may
resign from office (without need for prior or subsequent accounting) by an
instrument in writing executed by the Capital Securities Guarantee Trustee and
delivered to the Guarantor, which resignation shall not take effect until a
Successor Capital Securities Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Capital Securities Guarantee Trustee and delivered to the Guarantor and the
resigning Capital Securities Guarantee Trustee.


(d)        If no Successor Capital Securities Guarantee
Trustee shall have been appointed and accepted appointment as provided in this
Section 4.2 within 60 days after delivery of an instrument of removal or
resignation, the Capital Securities Guarantee Trustee resigning or being
removed may petition any court of competent jurisdiction for appointment of a
Successor Capital Securities Guarantee Trustee.  Such court may thereupon,
after prescribing such notice, if any, as it may deem proper, appoint a
Successor Capital Securities Guarantee Trustee.


(e)        No Capital Securities Guarantee Trustee shall
be liable for the acts or omissions to act of any Successor Capital Securities
Guarantee Trustee.


(f)         Upon termination of this Capital Securities
Guarantee or removal or resignation of the Capital Securities Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the Capital Securities
Guarantee Trustee all amounts accrued to the date of such termination, removal
or resignation.



                                                                                     
11




 


ARTICLE 5

GUARANTEE


SECTION
5.1 Guarantee.  


The Guarantor
irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by the
Issuer), as and when due, regardless of any defense, right of set‐off or
counterclaim that the Issuer may have or assert.  The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.


SECTION 5.2 Waiver of Notice and Demand.  


The Guarantor
hereby waives notice of acceptance of this Capital Securities Guarantee and of
any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Issuer or any
other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.


SECTION
5.3 Obligations Not Affected.  


The
obligations, covenants, agreements and duties of the Guarantor under this
Capital Securities Guarantee shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:


(a)        the release or waiver, by operation of law or
otherwise, of the performance or observance by the Issuer of any express or
implied agreement, covenant, term or condition relating to the Capital
Securities to be performed or observed by the Issuer;


(b)        the extension of time for the payment by the
Issuer of all or any portion of the Distributions, Redemption Price,
Liquidation Distribution or any other sums payable under the terms of the
Capital Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Capital Securities
(other than an extension of time for payment of Distributions, Redemption
Price, Liquidation Distribution or other sum payable that results from the
extension of any interest payment period on the Notes);


(c)        any failure, omission, delay or lack of
diligence on the part of the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Holders pursuant to the terms of
the Capital Securities, or any action on the part of the Issuer granting
indulgence or extension of any kind;


(d)        the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of, or other similar proceedings affecting, the Issuer or
any of the assets of the Issuer;


(e)        any invalidity of, or defect or deficiency in,
the Capital Securities;



                                                                                   
12




 


(f)         any failure or omission to receive any
regulatory approval or consent required in connection with the Common
Securities or Capital Securities, including the failure to receive any approval
of the Board of Governors of the Federal Reserve System required in connection
with the Capital Securities;


(g)        the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or


(h)        any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a guarantor,
it being the intent of this Section 5.3 that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances.


There shall
be no obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.


SECTION
5.4 Rights of Holders.  


(a)        The Holders of a Majority in liquidation amount
of the Securities have the right to direct the time, method and place of
conducting of any proceeding for any remedy available to the Capital Securities
Guarantee Trustee in respect of this Capital Securities Guarantee or exercising
any trust or power conferred upon the Capital Securities Guarantee Trustee
under this Capital Securities Guarantee.


(b)        If the Capital Securities Guarantee Trustee
fails to enforce such Capital Securities Guarantee, any Holder of Capital
Securities may institute a legal proceeding directly against the Guarantor to
enforce the Capital Securities Guarantee Trustee's rights under this Capital
Securities Guarantee, without first instituting a legal proceeding against the
Issuer, the Capital Securities Guarantee Trustee or any other person or
entity.  The Guarantor waives any right or remedy to require that any action be
brought first against the Issuer or any other person or entity before
proceeding directly against the Guarantor.


SECTION
5.5 Guarantee of Payment.  


This Capital
Securities Guarantee creates a guarantee of payment and not of collection.


SECTION
5.6 Subrogation.  


The Guarantor
shall be subrogated to all (if any) rights of the Holders against the Issuer in
respect of any amounts paid to such Holders by the Guarantor under this Capital
Securities Guarantee; provided, however, that the Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any right that it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under
this Capital Securities Guarantee, if, at the time of any such payment, any
amounts are due and unpaid under this Capital Securities Guarantee.  If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.



                                                                                      
13




 


SECTION
5.7 Independent Obligations.  


The Guarantor
acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Capital Securities, and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Capital Securities Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (h), inclusive, of
Section 5.3 hereof.


ARTICLE 6

LIMITATION OF TRANSACTIONS; SUBORDINATION


SECTION
6.1 Limitation of Transactions.  


So long as
any Capital Securities remain outstanding, if there shall have occurred and be
continuing an Event of Default under this Capital Securities Guarantee, an
Event of Default or a Nonpayment under the Declaration or during an Extended
Interest Payment Period (as defined in the Indenture), then (a) the Guarantor
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock (other than (i) purchases or acquisitions of shares of
its common stock in connection with the satisfaction by the Guarantor of its
obligations under any employee benefit plans, (ii) as a result of a
reclassification of the Guarantor's capital stock or the exchange or conversion
of one class or series of the Guarantor's capital stock for another class or
series of the Guarantor's capital stock, or (iii) the purchase of fractional
interests in shares of the Guarantor's capital stock pursuant to an acquisition
or the conversion or exchange provisions of such capital stock of the Guarantor
or the security being converted or exchanged) or make any guarantee payments
with respect to the foregoing or (b) the Guarantor 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 Guarantor which
rank pari passu with or junior to the Notes.


SECTION
6.2 Ranking.  


This Capital
Securities Guarantee will constitute an unsecured obligation of the Guarantor
and will rank (i) except as indicated in (iii) below, subordinate and junior in
right of payment to all other liabilities, including contingent liabilities, of
the Guarantor, (ii) pari passu with the most senior preferred or preference
stock now or hereafter issued by the Guarantor and, except as indicated in
(iii) below, with any guarantee now or hereafter entered into by the Guarantor
in respect of any preferred securities (including trust preferred securities)
or preference stock of any Affiliate of the Guarantor, and (iii) senior to (A) any
obligations or indebtedness of the Guarantor that is by its terms subordinated
to this Capital Securities Guarantee, and (B) the Guarantor's common stock.





                                                                                      
14




 


ARTICLE 7

TERMINATION


SECTION
7.1 Termination.  


This Capital
Securities Guarantee shall terminate upon (i) full payment of the Redemption
Price of all Capital Securities, (ii) upon the distribution of the Notes to the
Holders of all of the Capital Securities, or (iii) upon full payment of the
amounts payable in accordance with the Declaration upon liquidation or
dissolution of the Issuer.  Notwithstanding the foregoing, this Capital
Securities Guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder must restore payment of any sums
paid under the Capital Securities or under this Capital Securities Guarantee.


ARTICLE 8

INDEMNIFICATION


SECTION
8.1 Exculpation.  


            (a)        No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor 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 in accordance with this Capital Securities
Guarantee and in a manner that such Indemnified Person reasonably believed to
be within the scope of the authority conferred on such Indemnified Person by
this Capital Securities Guarantee 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 negligence 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 Guarantor and upon such information, opinions, reports or
statements presented to the Guarantor 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 Guarantor, 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 Capital Securities might properly be paid.


SECTION
8.2 Indemnification.  


The Guarantor
agrees to indemnify each Indemnified Person for, and to hold each Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
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 8.2 shall
survive the termination of this Capital Securities Guarantee.



                                                                               
15




 


ARTICLE 9

MISCELLANEOUS


SECTION
9.1 Successors and Assigns.  


All
guarantees and agreements contained in this Capital Securities Guarantee shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding.


SECTION
9.2 Amendments.  


Except with
respect to any changes that do not adversely affect the rights of Holders (in
which case no consent of Holders will be required), this Capital Securities
Guarantee may only be amended with the prior approval of the Holders of at
least a Majority in 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 the outstanding Capital Securities.  The provisions of Section 12.2 of the
Declaration with respect to meetings of holders of the Securities apply to the
giving of such approval.


SECTION
9.3 Notices.  


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


            (a)        If
given to the Capital Securities Guarantee Trustee, at the Capital Securities
Guarantee Trustee's mailing address set forth below (or such other address as
the Capital Securities Guarantee Trustee may give notice of to the Holders):


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

                                    Towermarc
Plaza

                                    10161
Centurion Parkway

                                    Jacksonville,
Florida 32256

                                    Facsimile:  (904) 645-1921

                                   Attention:  Corporate Trust Department




(b)        If given to the Guarantor, at the Guarantor's
mailing address set forth below (or such other address as the Guarantor may
give notice of to the Holders of the Capital Securities):


Bank of
America Corporation

                                    Bank of
America Corporate Center

                                    NC1-007-07-06

                                   100 North
Tryon Street

                                   Charlotte,
North Carolina 28255

                                    Facsimile:  (704) 386-0270

                                    Attention:  Corporate
Treasury-Securities Administration



                                                                                    
16




 




(c)        If given to any Holder of Capital Securities,
at the address set forth on the books and records of the Issuer.


All such
notices shall be deemed to have been given when received in person, sent by
facsimile 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
9.4 Benefit.  


This Capital
Securities Guarantee is solely for the benefit of the Holders of the Capital
Securities and, subject to Section 3.1(a), is not separately transferable from
the Capital Securities.


SECTION
9.5 Governing Law.  


THIS CAPITAL
SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.


[Signature
page follows.]






17

 







THIS CAPITAL
SECURITIES GUARANTEE is executed as of the day and year first above written.


BANK OF AMERICA CORPORATION, as
Guarantor



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 Capital Securities Guarantee Trustee



By:  /s/ CHRISTIE LEPPERT

Name:  Christie Leppert

Title:   Assistant Vice President