S-3

    As Filed With the Securities and Exchange Commission on October 4, 2001

          Registration Nos. 333-     , 333-     , 333-      , 333-      and 333-


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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               -----------------
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               -----------------

                                                         
BANK OF AMERICA CORPORATION              DELAWARE                   56-0906609
    BAC CAPITAL TRUST I                  DELAWARE               Application Pending
   BAC CAPITAL TRUST II                  DELAWARE               Application Pending
   BAC CAPITAL TRUST III                 DELAWARE               Application Pending
   BAC CAPITAL TRUST IV                  DELAWARE               Application Pending


(Exact Name of Registrant as   (State or Other Jurisdiction       (I.R.S. Employer
   Specified in Charter)     of Incorporation or Organization) Identification Number)


Bank of America Corporation, Bank of America Corporate Center, Charlotte, North
                                Carolina 28255
                                (888) 279-3457
(Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                               -----------------
                                PAUL J. POLKING
                 Executive Vice President and General Counsel
                          Bank of America Corporation
                       Bank of America Corporate Center
                        Charlotte, North Carolina 28255
                                (704) 386-5000
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               -----------------
                                  Copies to:
                                 
              BOYD C. CAMPBELL, JR.             JAMES R. TANENBAUM
       Smith Helms Mulliss & Moore, L.L.P. Stroock & Stroock & Lavan LLP
             201 North Tryon Street               180 Maiden Lane
         Charlotte, North Carolina 28202     New York, New York 10038

       
                               -----------------
  Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
                               -----------------
  If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
  If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: [X]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of earlier
elective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

                        CALCULATION OF REGISTRATION FEE

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                                                 Proposed maximum    Proposed maximum
   Title of each class of       Amount to be    offering price per      aggregate          Amount of
 securities to be registered    registered(1)        unit(2)       offering price(1)(2) registration fee
---------------------------------------------------------------------------------------------------------
                                                                            
Junior Subordinated Notes of
 Bank of America
 Corporation(3)..............                                                                 N/A
---------------------------------------------------------------------------------------------------------
Capital Securities of BAC
 Capital Trust I, BAC Capital
 Trust II, BAC Capital Trust
 III and BAC Capital Trust IV                                                                 N/A
---------------------------------------------------------------------------------------------------------
Guarantees of Capital
 Securities of BAC Capital
 Trust I, BAC Capital Trust
 II, BAC Capital Trust III
 and BAC Capital Trust IV and
 certain back-up
 undertakings(4).............                                                                 N/A
---------------------------------------------------------------------------------------------------------
     Total................... $2,000,000,000(1)        100%         $2,000,000,000(1)       $500,000
---------------------------------------------------------------------------------------------------------


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(1)Such amount represents the aggregate liquidation amount of capital
   securities that may be issued by any of BAC Capital Trust I, BAC Capital
   Trust II, BAC Capital Trust III or BAC Capital Trust IV.
(2)Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457. Such amount is exclusive of accrued interest and
   distributions, if any.
(3)The junior subordinated notes of Bank of America Corporation will be issued
   in an aggregate principal amount equal to the aggregate liquidation amount
   of trust securities issued by the Trusts and will be purchased by BAC
   Capital Trust I, BAC Capital Trust II, BAC Capital Trust III or BAC Capital
   Trust IV with the proceeds of the sale of the capital securities issued by
   such Trust.
(4)No separate consideration will be received for any guarantees. The
   guarantees include the rights of holders of the capital securities under the
   guarantees and certain back-up undertakings, comprised of obligations of
   Bank of America Corporation under the Indenture and any supplemental
   indentures, including responsibility for certain costs, expenses, debts and
   liabilities of each of BAC Capital Trust I, BAC Capital Trust II, BAC
   Capital Trust III and BAC Capital Trust IV, as well as obligations under the
   related Declarations of Trust, each as described in the Registration
   Statement. The guarantees, when taken together with Bank of America
   Corporation's obligations under the junior subordinated notes and the
   back-up undertakings, will provide a full and unconditional guarantee, on a
   subordinated basis, to the extent the applicable BAC Capital Trust shall
   have funds available therefor, by Bank of America Corporation of payments
   due on the capital securities of such Trust.
                               -----------------
  The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.


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                             SUBJECT TO COMPLETION

                 PRELIMINARY PROSPECTUS DATED OCTOBER 4, 2001

PROSPECTUS


[LOGO] BANK OF AMERICA

$2,000,000,000

Junior Subordinated Notes

            BAC Capital Trust I   Capital Securities
            BAC Capital Trust II  guaranteed as set forth herein by
            BAC Capital Trust III Bank of America Corporation
            BAC Capital Trust IV

   This prospectus describes the Bank of America Corporation junior
subordinated notes and the BAC Capital Trust I, BAC Capital Trust II, BAC
Capital Trust III and BAC Capital Trust IV capital securities.

   From time to time, each Trust may:

  .  sell capital securities representing undivided preferred beneficial
     interests in the Trust to the public;

  .  sell common securities representing undivided common beneficial interests
     in the Trust to Bank of America Corporation;

  .  use the proceeds from these sales to buy an equal principal amount of
     junior subordinated notes of Bank of America Corporation; and

  .  regularly distribute the cash payments it receives on the junior
     subordinated notes it owns to the holders of its capital and common
     securities.

   Bank of America Corporation will issue its junior subordinated notes to the
Trusts. These notes may be distributed to holders of capital or common
securities upon dissolution of a Trust. Bank of America Corporation also will
guarantee the payment by each Trust of the capital securities to the extent
described in this prospectus.

   The specific terms of the notes and the capital securities, including the
distribution rate and liquidation amount, will be provided in an accompanying
prospectus supplement. You should read this prospectus and the applicable
prospectus supplement carefully before you invest. This prospectus may be used
to offer and sell securities only if accompanied by the prospectus supplement
for those securities.


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   Our notes are unsecured. Our notes and the capital securities are not
savings accounts, deposits or other obligations of a bank, are not guaranteed
by Bank of America, N.A. or any other bank, are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and involve
investment risks, including possible loss of principal.

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or the capital securities
or passed on the adequacy or accuracy of this prospectus. Any representation to
the contrary is a criminal offense.


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                The date of this Prospectus is October   , 2001

The information contained in this prospectus is not complete and may be
changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and we are not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.



                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement that Bank of America
Corporation and BAC Capital Trust I, BAC Capital Trust II, BAC Capital Trust
III and BAC Capital Trust IV filed with the Securities Exchange Commission
using a "shelf" registration or continuous offering process. Under this shelf
process, from time to time, a Trust may sell capital securities representing
undivided preferred beneficial interests in the Trust to the public and common
securities representing undivided common beneficial interests in the Trust to
us, in one or more offerings. In turn, the Trust will invest the proceeds from
those sales in our junior subordinated notes.

   This prospectus provides you with a general description of the securities
the Trusts may offer. Each time a Trust sells securities, we will provide you
with a prospectus supplement that will contain specific information about the
terms of the securities being offered in that offering. The prospectus
supplement also will include a discussion of any risk factors or other special
considerations applicable to those securities. The prospectus supplement also
may add, update or change information contained in this prospectus. If there is
any inconsistency between the information in this prospectus and the prospectus
supplement, you should rely on the information in the prospectus supplement.
You should read both this prospectus and the applicable prospectus supplement
together with the additional information that is incorporated by reference in
this prospectus. That additional information is described below under the
heading "Where You Can Find More Information."

   You should rely only on the information provided in this prospectus and in
the prospectus supplement, including the information incorporated by reference.
Neither we, nor the Trusts, nor any underwriters or agents, have authorized
anyone to provide you with different information. Neither we nor the Trusts are
offering the securities in any state where the offer is not permitted.

   Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "Bank of America", "we," "us" or "our," or
similar references, mean Bank of America Corporation.

                      WHERE YOU CAN FIND MORE INFORMATION

   We and the Trusts have filed a registration statement on Form S-3 with the
SEC covering the securities to be offered and sold using this prospectus. You
should refer to this registration statement and its exhibits for additional
information about Bank of America and the Trusts. This prospectus summarizes
material provisions of contracts and other documents that we refer you to.
Because the prospectus may not contain all of the information that you may find
important, you should review the full text of these documents, which we have
included as exhibits to the registration statement.

   We also file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at www.sec.gov. You also may read and
copy any document that we file at the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
You also may inspect our filings at the regional office of the SEC located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. You also can inspect reports and other information we file at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

                                      2



   The SEC allows us to incorporate by reference in this prospectus the
information we file with it. This means that:

  .  incorporated documents are considered part of this prospectus;

  .  we can disclose important information to you by referring you to those
     documents; and

  .  information that we file with the SEC will automatically update and
     supersede this incorporated information and certain information in this
     prospectus.

   We incorporate by reference the documents listed below that we have
previously filed with the SEC:

  .  our annual report on Form 10-K for the year ended December 31, 2000;

  .  our quarterly reports on Form 10-Q for the quarters ended March 31, 2001
     and June 30, 2001;

  .  our current reports on Form 8-K dated January 16, 2001, January 17, 2001,
     January 24, 2001, April 16, 2001, June 5, 2001, June 22, 2001, June 27,
     2001, July 16, 2001 and August 15, 2001 (in each case, with the exception
     of any information filed pursuant to Item 9 of Form 8-K, which is not
     incorporated herein by reference); and

  .  the description of our common stock which is contained in our registration
     statement filed pursuant to Section 12 of the Securities Exchange Act of
     1934, as amended, as modified by our current report on Form 8-K dated
     September 25, 1998.

   We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this prospectus (except any
information filed pursuant to Item 9 of Form 8-K) until this offering is
completed:

  .  reports filed under Sections 13(a) and (c) of the Securities Exchange Act;

  .  definitive proxy or information statements filed under Section 14 of the
     Securities Exchange Act in connection with any subsequent stockholders'
     meetings; and

  .  any reports filed under Section 15(d) of the Securities Exchange Act.

   You should assume that the information appearing in this prospectus is
accurate as of the date of this prospectus only. Our business, financial
position and results of operations may have changed since that date.

   You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address:

                          Bank of America Corporation
                          Corporate Treasury Division
                                 NC1-007-23-01
                            100 North Tryon Street
                        Charlotte, North Carolina 28255
                                (704) 386-5972

                                      3



                          FORWARD-LOOKING STATEMENTS

   This prospectus and all accompanying prospectus supplements contain or
incorporate statements that constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act. Those statements can be identified by the
use of forward-looking language such as "will likely result," "may," "are
expected to," "is anticipated," "estimate," "projected," "intends to" or other
similar words. Our actual results, performance or achievements could differ
materially from the results expressed in, or implied by, those forward-looking
statements. Those statements are subject to certain risks and uncertainties,
including, but not limited to, certain risks described in the prospectus
supplement. When considering those forward-looking statements, you should keep
in mind these risks, uncertainties and other cautionary statements made in this
prospectus and any accompanying prospectus supplement. You should not place
undue reliance on any forward-looking statement which speaks only as of the
date made.

                          BANK OF AMERICA CORPORATION

   Bank of America Corporation is a Delaware corporation, a bank holding
company and a financial holding company. Our principal assets are our shares of
stock of Bank of America, N.A. and our other banking and nonbanking
subsidiaries. Through those subsidiaries, we provide a diversified range of
banking and nonbanking financial services and products, primarily throughout
the Mid-Atlantic (Maryland, Virginia and the District of Columbia), the Midwest
(Illinois, Iowa, Kansas and Missouri), the Southeast (Florida, Georgia, North
Carolina, South Carolina and Tennessee), the Southwest (Arizona, Arkansas, New
Mexico, Oklahoma and Texas), the Northwest (Oregon and Washington) and the West
(California, Idaho and Nevada) regions of the United States and in selected
international markets.

   We, and our subsidiaries, are subject to supervision by various United
States federal and state banking and other regulatory authorities. The
Gramm-Leach-Bliley Act amended a number of federal banking laws. In particular,
the Gramm-Leach-Bliley Act permits a financial holding company, and the
companies under its control, to engage directly or indirectly in activities
considered "financial in nature" (including, without limitation, banking,
insurance and securities activities), either de novo or by acquisition,
provided the Board of Governors of the Federal Reserve System (referred to as
the "Federal Reserve Board") is given after-the-fact notice of the new
activities. The Gramm-Leach-Bliley Act also permits national banks to engage in
activities considered financial in nature through a financial subsidiary,
subject to certain conditions and limitations and with the prior approval of
the Office of the Comptroller of the Currency (referred to as the
"Comptroller"). For additional information about various regulatory aspects of
our business, see "--Regulatory Matters" below.

Business Segment Operations

   We provide a diversified range of banking and nonbanking financial services
and products through our various subsidiaries. We have reported the results of
our operations through four business segments: (1) Consumer and Commercial
Banking, (2) Asset Management, (3) Global Corporate and Investment Banking and
(4) Equity Investments. Certain operating segments have been aggregated into a
single business segment. In the first quarter of 2001, the thirty-year mortgage
portfolio was moved from Consumer and Commercial Banking to a fifth segment,
Corporate Other.

  Consumer and Commercial Banking

   Consumer and Commercial Banking provides a wide array of products and
services to individuals, small businesses and middle market companies through
multiple delivery channels.

                                      4



The major components of Consumer and Commercial Banking are Banking Regions,
Consumer Products and Commercial Banking.

  .  Banking Regions

   Banking Regions serves consumer households in 21 states and the District of
   Columbia and overseas through our extensive network of approximately 4,300
   banking centers, 13,000 ATMs, telephone and Internet channels on
   www.bankofamerica.com. Banking Regions provides a wide array of products and
   services, including deposit products such as checking, money market savings
   accounts, time deposits and IRAs, and credit products such as home equity,
   mortgage, personal auto loans and auto leasing. Banking Regions also
   includes small business banking providing treasury management, credit
   services, community investment, debit card, e-commerce and brokerage
   services to over two million small business relationships across the
   franchise.

  .  Consumer Products

   Consumer Products provides specialized services such as the origination and
   servicing of residential mortgage loans, issuance and servicing of credit
   cards, direct banking via the telephone and the Internet, lending and
   investing to develop low- and moderate-income communities, student lending
   and certain insurance services. Consumer Products also provides auto loans
   and retail finance programs to dealerships.

  .  Commercial Banking

   Commercial Banking provides commercial lending and treasury management
   services to middle market companies with annual revenue between $10 million
   and $500 million. These services are available through relationship manager
   teams as well as through alternative channels such as the telephone via the
   commercial service center and the Internet by accessing Bank of America
   Direct.

  Asset Management

   Asset Management includes the Private Bank, Banc of America Capital
Management and Banc of America Investment Services, Inc. The Private Bank
offers financial solutions to high-net-worth clients and foundations in the
U.S. and internationally by providing customized asset management and credit,
financial advisory, fiduciary, trust and banking services. Banc of America
Capital Management offers management of equity, fixed income, cash and
alternative investments; manages the assets of individuals, corporations,
municipalities, foundations and universities, and public and private
institutions; and provides advisory services to our affiliated family of mutual
funds. Banc of America Investment Services, Inc. provides both full-service and
discount brokerage services through investment professionals located throughout
our franchise and a brokerage web site that provides customers a wide array of
market analyses, investment research and self-help tools, account information
and transaction capabilities.

  Global Corporate and Investment Banking

   Global Corporate and Investment Banking provides a broad array of financial
services such as investment banking, trade finance, treasury management,
lending, capital markets, leasing and financial advisory services to domestic
and international corporations, financial institutions and government entities.
Clients are supported through offices in 38 countries in four distinct
geographic regions: U.S. and Canada; Asia; Europe, Middle East and Africa; and
Latin America. Products and services provided include loan origination, merger
and acquisition advisory services, debt and equity underwriting and trading,
cash management, derivatives, foreign exchange, leasing, leveraged finance,
project finance, real estate finance, senior bank debt, structured finance and
trade services.

                                      5



   Global Corporate and Investment Banking offers clients a comprehensive range
of global capabilities through three components: Global Investment Banking,
Global Credit Products and Global Treasury Services.

  .  Global Investment Banking

   Global Investment Banking includes our investment banking activities and
   risk management products. Through a separate subsidiary, Banc of America
   Securities LLC, Global Investment Banking underwrites and makes markets in
   equity securities, high-grade and high-yield corporate debt securities,
   commercial paper and mortgage-backed and asset-backed securities. Banc of
   America Securities LLC also provides correspondent clearing services for
   other securities broker/dealers, traditional brokerage services to
   high-net-worth individuals and prime-brokerage services. Debt and equity
   securities research, loan syndications, merger and acquisition advisory
   services, private placements and equity derivatives also are provided
   through Banc of America Securities LLC.

   In addition, Global Investment Banking provides risk management solutions
   for our global customer base using interest rate, credit and commodity
   derivatives, foreign exchange, fixed income and mortgage-related products.
   In support of these activities, the businesses will take positions in these
   products and capitalize on market-making activities. The Global Investment
   Banking business also takes an active role in the trading of fixed income
   securities in all of the regions in which Global Corporate and Investment
   Banking transacts business and is a primary dealer in the U.S., as well as
   in several international locations.

  .  Global Credit Products

   Global Credit Products provides credit and lending services and includes the
   corporate industry-focused portfolio, leasing and project finance.

  .  Global Treasury Services

   Global Treasury Services provides the technology, strategies and integrated
   solutions to help financial institutions, government agencies and public and
   private companies of all sizes manage their operations and cash flows on a
   local, regional, national and global level.

  Equity Investments

   Equity Investments includes Principal Investing, which is comprised of a
diversified portfolio of investments in companies at all stages of the business
cycle, from start-up to buyout. Investments are made on both a direct and
indirect basis in the U.S. and overseas. Direct investing activity focuses on
playing an active role in the strategic and financial direction of the
portfolio company as well as providing broad business experience and access to
our global resources. Indirect investments represent passive limited
partnership stakes in funds managed by experienced third party private equity
investors who act as general partners. Equity Investments also includes our
strategic technology and alliances investment portfolio in addition to other
parent company investments.

  Corporate Other

   The Corporate Other segment consists primarily of certain residential
mortgages originated by the mortgage group (not from retail branch
originations) as these instruments are used for balance sheet and interest rate
risk management. This unit also includes the earnings associated with
unassigned capital, certain expenses that have not been allocated to any other
particular business segment and other corporate transactions.

                                      6



Acquisitions and Sales

   As part of our operations, we regularly evaluate the potential acquisition
of, and hold discussions with, various financial institutions and other
businesses that are eligible for financial holding company ownership or
control. In addition, we regularly analyze the values of, and submit bids for,
the acquisition of customer-based funds and other liabilities and assets of
suitable financial institutions and other businesses. We also regularly
consider the potential disposition of certain of our assets, branches,
subsidiaries or lines of businesses. As a general rule, we publicly announce
any material acquisitions or dispositions when a definitive agreement has been
reached.

Regulatory Matters

   The following discussion describes elements of an extensive regulatory
framework applicable to bank holding companies, financial holding companies and
banks and specific information about us and our subsidiaries. Federal
regulation of banks, bank holding companies and financial holding companies is
intended primarily for the protection of depositors and the Bank Insurance Fund
rather than for the protection of securityholders and creditors.

   As a registered bank holding company and a financial holding company, we are
subject to the supervision of, and to regular inspection by, the Federal
Reserve Board. Our banking subsidiaries are organized predominantly as national
banking associations, which are subject to regulation, supervision and
examination by the Comptroller, the Federal Deposit Insurance Corporation
(referred to as the "FDIC"), the Federal Reserve Board and other federal and
state regulatory agencies. In addition to banking laws, regulations and
regulatory agencies, we and our subsidiaries and affiliates are subject to
various other laws and regulations and supervision and examination by other
regulatory agencies, all of which directly or indirectly affect our operations
and management and our ability to make distributions to stockholders.

   A financial holding company, and the companies under its control, are
permitted to engage in activities considered "financial in nature" as defined
by the Gramm-Leach-Bliley Act and Federal Reserve Board interpretations
(including, without limitation, insurance and securities activities), and,
therefore, may engage in a broader range of activities than permitted for bank
holding companies and their subsidiaries. A financial holding company may
directly or indirectly engage in activities considered financial in nature,
either de novo or by acquisition, provided the financial holding company gives
the Federal Reserve Board after-the-fact notice of the new activities. The
Gramm-Leach-Bliley Act also permits national banks, such as our bank
subsidiaries, to engage in activities considered financial in nature through a
financial subsidiary, subject to certain conditions and limitations and with
the prior approval of the Comptroller.

  Interstate Banking

   Bank holding companies (including bank holding companies that also are
financial holding companies) are required to obtain the prior approval of the
Federal Reserve Board before acquiring more than 5% of any class of voting
stock of any bank which is not already majority-owned by the bank holding
company. Pursuant to the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994, a bank holding company may acquire banks in states
other than its home state without regard to the permissibility of such
acquisitions under state law, but subject to any state requirement that the
bank has been organized and operating for a minimum period of time, not to
exceed five years, and the requirement that the bank holding company, after the
proposed acquisition, controls no more than 10% of the total amount of deposits
of insured depository institutions in the United States and no more than 30% or
such lesser or greater amount set by state law of such deposits in that state.

   Subject to certain restrictions, the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 also authorizes banks to merge across state
lines to create interstate branches. This

                                      7



act also permits a bank to open new branches in a state in which it does not
already have banking operations if such state enacts a law permitting de novo
branching. We have consolidated our retail subsidiary banks into a single
interstate bank, Bank of America, N.A., headquartered in Charlotte, North
Carolina, with full service branch offices in 21 states and the District of
Columbia. In addition, we operate a limited purpose nationally chartered credit
card bank, Bank of America, N.A. (USA), headquartered in Phoenix, Arizona, and
three nationally chartered banker's banks: Bank of America Oregon, N.A.,
headquartered in Portland, Oregon, Bank of America California, N.A.,
headquartered in Walnut Creek, California, and Bank of America Georgia, N.A.,
headquartered in Atlanta, Georgia.

  Changes in Regulations

   Proposals to change the laws and regulations governing the banking industry
are frequently introduced in Congress, in state legislatures and before the
various bank regulatory agencies. The likelihood and timing of any proposals or
legislation and the impact they might have on us and our subsidiaries cannot be
determined at this time.

  Capital and Operational Requirements

   The Federal Reserve Board, the Comptroller and the FDIC have issued
substantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, these regulatory agencies may
from time to time require that a banking organization maintain capital above
the minimum levels, whether because of its financial condition or actual or
anticipated growth. The Federal Reserve Board risk-based guidelines define a
three-tier capital framework. Tier 1 capital consists of common and qualifying
preferred shareholders' equity, less certain intangibles and other adjustments.
Tier 2 capital consists of preferred stock not qualifying as Tier 1 capital,
subordinated and other qualifying debt, and the allowance for credit losses up
to 1.25% of risk-weighted assets. Tier 3 capital includes subordinated debt
that is unsecured, fully paid, has an original maturity of at least two years,
is not redeemable before maturity without prior approval by the Federal Reserve
Board and includes a lock-in clause precluding payment of either interest or
principal if the payment would cause the issuing bank's risk-based capital
ratio to fall or remain below the required minimum. The sum of Tier 1 and Tier
2 capital less investments in unconsolidated subsidiaries represents qualifying
total capital, at least 50% of which must consist of Tier 1 capital. Risk-based
capital ratios are calculated by dividing Tier 1 and total capital by
risk-weighted assets. Assets and off-balance sheet exposures are assigned to
one of four categories of risk-weights, based primarily on relative credit
risk. The minimum Tier 1 capital ratio is 4% and the minimum total capital
ratio is 8%. Our Tier 1 and total risk-based capital ratios under these
guidelines at June 30, 2001 were 7.90% and 12.09%, respectively. At June 30,
2001, we did not have any subordinated debt that qualified as Tier 3 capital.

   The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Although the stated minimum ratio is 3%, most banking
organizations are required to maintain ratios of least 100 to 200 basis points
above 3%. Our leverage ratio at June 30, 2001 was 6.50%. We meet our leverage
ratio requirement.

   The Federal Deposit Insurance Corporation Improvement Act of 1991, among
other things, identifies five capital categories for insured depository
institutions (well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized) and requires
the respective federal regulatory agencies to implement systems for "prompt
corrective action" for insured depository institutions that do not meet minimum
capital requirements within such categories. This act imposes progressively
more restrictive constraints on operations, management and capital
distributions, depending on the category in which an institution is classified.
Failure to meet the capital guidelines could also subject a banking institution
to capital raising requirements. An "undercapitalized" bank must develop a
capital restoration plan and its

                                      8



parent holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, this act requires
the various regulatory agencies to prescribed certain non-capital standards for
safety and soundness relating generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet such standards.

   The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by this act,
using the total risk-based capital, Tier 1 risk-based capital and leverage
capital ratios as the relevant capital measures. Such regulations establish
various degrees of corrective action to be taken when an institution is
considered undercapitalized. Under the regulations, a 'well capitalized"
institution must have a Tier 1 risk-based capital ratio of at least 6%, a total
risk-based capital ratio of at least 10% and a leverage ratio of at least 5%
and not be subject to a capital directive order. Under these guidelines, each
of our banking subsidiaries is considered well capitalized.

   Regulators also must take into consideration (a) concentrations of credit
risk; (b) interest rate risk (when the interest rate sensitivity of an
institution's assets does not match the sensitivity of its liabilities or its
off-balance-sheet position); and (c) risks from non-traditional activities, as
well as an institution's ability to manage those risks, when determining the
adequacy of an institution's capital. This evaluation will be made as a part of
the institution's regular safety and soundness examination. In addition, we and
any of our banking subsidiaries with significant trading activity must
incorporate a measure for market risk in our regulatory capital calculations.

  Distributions

   Our funds for cash distributions to our stockholders are derived from a
variety of sources, including cash and temporary investments. The primary
source of these funds, and funds used to pay principal and interest on our
indebtedness (including our obligations in connection with the junior
subordinated notes and our guarantee obligations), is dividends received from
our banking subsidiaries. Each of our banking subsidiaries is subject to
various regulatory policies and requirements relating to the payment of
dividends, including requirements to maintain capital above regulatory
minimums. The appropriate federal regulatory authority is authorized to
determine under certain circumstances relating to the financial condition of a
bank or bank holding company that the payment of dividends would be an unsafe
or unsound practice and to prohibit payment thereof.

   In addition, our ability, and the ability of our banking subsidiaries, to
pay dividends may be affected by the various minimum capital requirements and
the capital and non-capital standards established under the Federal Deposit
Insurance Corporation Improvement Act of 1991, as described above. Our right,
and the right of our stockholders and creditors, to participate in any
distribution of the assets or earnings of our subsidiaries is further subject
to the prior claims of creditors of the respective subsidiaries.

  Source of Strength

   According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and
to commit resources to support each such subsidiary. This support may be
required at times when a bank holding company may not be able to provide such
support. Similarly, under the cross-guarantee provisions of the Federal Deposit
Insurance Act, in the event of a loss suffered or anticipated by the
FDIC--either as a result of

                                      9



default of a banking subsidiary or related to FDIC assistance provided to a
subsidiary in danger of default--the other banking subsidiaries may be assessed
for the FDIC's loss, subject to certain exceptions.

                                  THE TRUSTS

   Each Trust is a statutory business trust formed under Delaware law pursuant
to a declaration of trust, executed by us as sponsor of the Trust and the
trustees of the Trust, and the filing of a certificate of trust with the
Secretary of State of the State of Delaware. The declaration of trust of a
Trust will be amended and restated in its entirety before the Trust issues any
trust securities. The form of amended and restated declaration of trust is
filed as an exhibit to the registration statement of which this prospectus is a
part. When we refer to the "declaration of trust" for a particular Trust in
this prospectus and any prospectus supplement, we are referring to the amended
and restated declaration of trust. The declaration of trust for each Trust will
be qualified as an indenture under the Trust Indenture Act of 1939, as amended.

   Each Trust exists exclusively to:

     . issue capital securities and common securities (referred to together as
       the "trust securities") representing undivided beneficial interests in
       the assets of that Trust;

     . invest the proceeds from the sale of its trust securities in junior
       subordinated notes of Bank of America; and

     . engage only in those other activities necessary or incidental thereto.

   We will own, directly or indirectly, all of the common securities of each
Trust. These common securities will have an aggregate liquidation amount equal
to at least 3% of the total capital of that Trust. The common securities
generally will rank equally with the capital securities of that Trust, and the
Trust will make payment on its trust securities pro rata. However, upon the
occurrence of an event of default under the Trust's declaration of trust, the
rights of the holders of the common securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the capital securities. See
"Description of Capital Securities--Subordination of Common Securities."

   The trustees of a Trust conduct the Trust's business and affairs. Under each
Trust's declaration of trust, initially there are four trustees for that Trust:

     . two regular trustees, who are individuals who are employees or officers
       of or who are affiliated with us;

     . a property trustee, who is a financial institution that is unaffiliated
       with us and is the indenture trustee for purposes of complying with the
       Trust Indenture Act; and

     . the Delaware trustee, who is an entity that maintains its principal
       place of business in the State of Delaware.

   The property trustee holds title to the junior subordinated notes purchased
by a Trust for the benefit of the holders of the Trust's trust securities. In
such capacity, the property trustee has the power to exercise all rights, power
and privileges under the indenture pursuant to which the junior subordinated
notes are issued. In addition, the property trustee has exclusive control of
the Trust's property account, a segregated non-interest bearing bank account
holding all junior subordinated note payments for the benefit of the holders of
the Trust's trust securities. The property trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of its trust securities out of funds in the Trust's property account.

   Initially, The Bank of New York, a New York banking corporation, will act as
property trustee of each Trust, and its affiliate, The Bank of New York
(Delaware), will act as the Delaware trustee

                                      10



of each Trust. As the holder, directly or indirectly, of all the common
securities of each Trust, we have the right to appoint, remove or replace the
trustees of a Trust and to increase or decrease the number of trustees,
provided that at least one trustee is a Delaware trustee, at least one trustee
is a property trustee, and at least one trustee is a regular trustee.

   For purposes of compliance with the Trust Indenture Act, The Bank of New
York also acts as trustee under the guarantee described in this prospectus and
as trustee under the junior subordinated indenture, as we describe under the
headings "Description of the Junior Subordinated Notes" and "Description of
Guarantee." The guarantee trustee holds the guarantee for the benefit of the
holders of a Trust's capital securities.

   The rights of the holders of the capital and common securities of a Trust,
including economic rights, rights to information and voting rights, are as set
forth in the Trust's declaration of trust and the Delaware Business Trust Act.
We describe these rights under the heading "Description of the Capital
Securities."

   Each Trust has a term of approximately 55 years, from January 1, 2001, but
may terminate earlier as provided in its declaration of trust.

   We will pay all costs and expenses related to the organization and operation
of each Trust and the offering of the trust securities.

   The principal executive office of each Trust is c/o Bank of America
Corporation, Corporate Treasury Division, Bank of America Corporate Center, 100
North Tryon Street, NC1-007-23-01, Charlotte, North Carolina 28255, telephone
number (704) 386-5972. The office of the Delaware trustee for each Trust in the
State of Delaware is The Bank of New York (Delaware), White Clay Center, Route
273, Newark, Delaware 19711.

                                USE OF PROCEEDS

   Each Trust will use the gross proceeds received from the sale of its
securities to purchase junior subordinated notes from us. Unless we describe a
different use in a prospectus supplement, we will use the net proceeds from the
sale of the junior subordinated notes to a Trust for our general corporate
purposes. General corporate purposes include:

  .  our working capital needs;

  .  investments in, or extensions of credit to, our banking and nonbanking
     subsidiaries;

  .  the possible acquisitions of other financial institutions or their assets
     or liabilities;

  .  the possible acquisitions of or investments in other businesses of a type
     we are eligible to acquire; and

  .  the possible reduction of outstanding indebtedness or the repurchase or
     redemption of our outstanding equity securities.

   Until we designate the use of these net proceeds, we will invest them
temporarily. We may, from time to time, engage in additional capital financings
as we deem appropriate based on our needs and prevailing market conditions.
These additional capital financings may include the sale of other notes and
securities.

                                      11



RATIOS OF EARNINGS TO FIXED CHARGES AND RATIOS OF EARNINGS TO FIXED CHARGES AND
                           PREFERRED STOCK DIVIDENDS

   Our consolidated ratio of earnings to fixed charges and our ratio of
earnings to fixed charges and preferred stock dividend requirements for each of
the years in the five-year period ended December 31, 2000 and for the six
months ended June 30, 2001 are as follows:



                                                        Year Ended
                                                       December 31,        Six Months
                                                 ------------------------     Ended
                                                 1996 1997 1998 1999 2000 June 30, 2001
                                                 ---- ---- ---- ---- ---- -------------
                                                        
Ratio of Earnings to Fixed Charges:
 Excluding interest on deposits................. 2.3  2.2  1.8  2.2  1.8       2.1
 Including interest on deposits................. 1.5  1.5  1.4  1.6  1.5       1.6
Ratio of Earnings to Fixed Charges and Preferred
  Stock Dividends:
  Excluding interest on deposits................ 2.2  2.2  1.8  2.2  1.8       2.1
  Including interests on deposits............... 1.5  1.5  1.4  1.6  1.5       1.6


   The ratio of earnings to fixed charges has been computed by dividing (a)
earnings before income taxes and fixed charges less (b) equity in undistributed
earnings of unconsolidated subsidiaries by fixed charges.

   The ratio of earnings to fixed charges and preferred stock dividends has
been computed by dividing (a) earnings before income taxes and fixed charges
less (b) equity in undistributed earnings of unconsolidated subsidiaries by
fixed charges plus preferred stock dividend requirements.

   Fixed charges consist of:

  .  interest expense,

  .  amortization of debt discount and appropriate issuance costs, and

  .  one-third (the amount deemed to represent an appropriate interest factor)
     of net rent expense under lease commitments.

   Preferred stock dividend requirements represent dividend requirements on the
outstanding preferred stock adjusted to reflect the pre-tax earnings that would
be required to cover such dividend requirements.

                     DESCRIPTION OF THE CAPITAL SECURITIES

   Capital securities will be issued by a Trust pursuant to its declaration of
trust. The terms of the capital securities will include those stated in the
declaration of trust and those made part of the declaration of trust by the
Trust Indenture Act. We have summarized the general terms and provisions of the
capital securities in this section. The prospectus supplement relating to the
offering of a specific series of capital securities will describe the specific
terms of those capital securities. The following summary is not intended to be
complete and is subject to, and qualified in its entirety by reference to, the
applicable declaration of trust, the Delaware Business Trust Act and the Trust
Indenture Act. You should read the Trust's declaration of trust for additional
information before you purchase any capital securities.


General

   The declaration of trust authorizes the regular trustees of a Trust to issue
capital securities and common securities on behalf of the Trust. These trust
securities represent undivided beneficial interests in the assets of the Trust.
The capital securities are being sold to the public in

                                      12



this offering. The common securities are being sold to us. The common
securities rank equally, and payments will be made on the common securities on
a pro rata basis, with the capital securities, except as set forth under the
heading "--Subordination of Common Securities." A Trust may issue only one
series of capital securities and one series of common securities. The
declaration of trust does not permit the Trust to issue any securities other
than the trust securities or to incur any indebtedness.

   Each series of capital securities will be issued in the amount, at the price
and on the terms described in the prospectus supplement relating to the
offering of those capital securities. These terms will mirror the terms of the
corresponding junior subordinated notes to be issued by us and purchased and
held by the Trust, as set forth in the applicable prospectus supplement.

   The property trustee will hold title to the junior subordinated notes
purchased by a Trust for the benefit of the holders of the Trust's trust
securities. To the extent described under "Description of Guarantee," we will
guarantee the payment of distributions out of money held by the Trust, and
payments upon redemption of the capital securities or liquidation of the Trust
out of money held by the Trust. However, the guarantee will not cover payment
of distributions or amounts payable on redemption or liquidation when the Trust
does not have available funds on hand to make those payments. In any event of
non-payment by the Trust, holders of the capital securities have the remedies
described below under the heading ''--Declaration Events of of Default and Note
Payment Failures.''

Distributions

   Distributions on each series of capital securities:

  .  will accumulate from the date of original issuance;

  .  will be cumulative;

  .  will be payable at the rates and on such dates as specified in the
     applicable prospectus supplement.

   The distribution rate and the distribution payment dates and other payment
dates for the capital securities will be the same as the interest rate and
interest payment dates and other payment dates on the corresponding junior
subordinated notes. When this prospectus and the applicable prospectus
supplement refer to any payment of distributions, the term "distribution"
includes any interest payable on unpaid distributions unless otherwise stated.

   The amount of distributions payable for any period are computed on the basis
of a 360-day year of twelve 30-day months. The amount of distributions payable
for any period shorter than a full distribution period are computed on the
basis of the actual number of days elapsed in a 360-day year of twelve 30-day
months.


   Payment of Distributions. Distributions on the capital securities will be
made to the extent that the applicable Trust has funds available in the Trust's
property account to pay the distributions. The sole source of funds available
to holders of capital securities are our payments on the corresponding junior
subordinated notes. If we do not make interest payments on our junior
subordinated notes, the property trustee will not have funds available to pay
distributions on the related capital securities. To the extent a Trust has
funds legally available for the payment of such distributions and cash
sufficient to make such payments, we guarantee the payment of distributions on
the basis set forth under "Description of Guarantee."

   Distributions on capital securities are payable to the holders of such
securities as they appear on the register of the applicable Trust on the
relevant record dates. As long as the capital securities remain in book-entry
only form, the record date is one business day before the distribution payment
date. Unless any applicable laws and regulations and the provisions of the
declaration of trust state otherwise, each such payment will be made as
described under the heading "--Book-Entry Only Issuance--The Depository Trust
Company."

                                      13



   If any capital securities are not in book-entry only form, the record date
is set forth in the applicable prospectus supplement. If a distribution payment
date is not a business day, then payment of the distribution will be made on
the next succeeding business day, without any interest or any other payment in
respect of any such delay. However, if the next succeeding business day is in
the next calendar year, payment of the distribution will be made on the
immediately preceding business day.  Unless otherwise specified in the
applicable prospectus supplement, a "business day" is 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 required by law or executive order
or regulation to remain closed.

   Deferral of Distributions. We have the right, which we may exercise from
time to time, under the junior subordinated indenture to defer interest
payments on any series of junior subordinated notes for up to the number of
consecutive interest payment periods that we will specify in the applicable
prospectus supplement. We describe this right to defer interest payments on the
junior subordinated notes in more detail under the heading "Description of the
Junior Subordinated Notes--Option to Defer Interest Payments." As a consequence
of that deferral, distributions on the related capital securities would be
deferred by the applicable Trust during the same period. During an extension
period, the amount of distributions due to you would continue to accumulate
and, to the extent permitted by law, such deferred distributions will
themselves also accrue interest compounded at the applicable distribution rate.
Any deferred distributions and the interest accrued on those distributions will
be paid to you on the distribution payment date that follows the end of the
extension period.

Redemption of Capital Securities

   A Trust will redeem its capital securities upon the maturity or prepayment
of the corresponding junior subordinated notes.

   Once we receive any required prior approval by the Federal Reserve Board, we
have the right to prepay any series of junior subordinated notes:

  .  on or after a date specified in the applicable prospectus supplement, in
     whole at any time or in part from time to time; or

  .  at any time, in whole but not in part, within 90 days after the occurrence
     of a tax event, investment company event or capital treatment event (each
     as described below);

in either case, as further described under the heading "Description of Junior
Subordinated Notes--Prepayment."

   The applicable prospectus supplement may prescribe a method for extending
the maturity date of a series of junior subordinated notes which would, in
turn, extend the redemption date of the corresponding trust securities.

   Upon the payment of a series of junior subordinated notes at the stated
maturity, the property trustee will apply the proceeds from the payment to
redeem all outstanding related trust securities at the redemption price. The
property trustee will apply the proceeds from a prepayment of junior
subordinated notes, whether in whole or in part, to redeem related trust
securities having an aggregate liquidation amount equal to the aggregate
principal amount of junior subordinated notes we have prepaid. The redemption
price of the trust securities will equal the aggregate liquidation amount of
such trust securities, plus accumulated but unpaid distributions to the
redemption date and the related amount of the premium, if any, paid by us upon
the concurrent payment or prepayment of such corresponding junior subordinated
notes. If less than all of any series of corresponding junior subordinated
notes are to be paid or prepaid on a redemption date, then the proceeds from
the payment or prepayment, including the amount of any premium, will be
allocated pro rata to the redemption of the related capital securities and

                                      14



common securities based on the relative liquidation amounts of such classes,
except as set forth under the heading "--Subordination of Common Securities."
If less than all of a series of capital securities are to be redeemed, then
such capital securities will be redeemed on a ratable basis as described under
the heading "--Book-Entry Only Issuance--The Depository Trust Company."

   Special Event Redemption. If a tax event, an investment company event or a
capital treatment event occurs and continues, and we obtain any required
regulatory approval, we may prepay the junior subordinated notes, in whole but
not in part, in cash within 90 days following the occurrence of that event.
This would cause a mandatory redemption of the related trust securities in
whole, but not in part, as described above.

   "Tax event" means that:

     . we have received an opinion of a nationally recognized independent tax
       counsel experienced in such matters which states that, as a result of
       any

       (a)amendment to, or change (including any announced prospective change)
          in, the laws or associated regulations of the United States or any
          political subdivision or taxing authority of the United States; or

       (b)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
       junior subordinated notes held by a Trust is not, or within 90 days of
       the date of such amendment, change, pronouncement or decision will not
       be, deductible, in whole or in part, by us for United States federal
       income tax purposes; or

     . the regular trustees of a Trust have been informed by a nationally
       recognized independent counsel experienced in such matters that it
       cannot deliver an opinion that states that the holders of the Trust's
       trust 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 corresponding junior subordinated notes.

   "Investment company event" means that a Trust has received an opinion of
counsel experienced in such matters which states 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, which change is in either case effective on or
after the date the Trust's capital securities are issued, 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.

   "Capital treatment event" means our reasonable determination that, as a
result of

  .  any amendment to, or change (including any announced prospective change)
     in, the laws or associated regulations of the United States or any
     political subdivision of the United States, which is effective on or after
     the date the related capital securities are issued, or

  .  any official or administrative pronouncement or action or judicial
     decision interpreting or applying such laws or regulations that is
     announced on or after the date the related capital securities are issued,

there is more than an insubstantial risk that we will not be able to treat the
capital securities as Tier 1 capital for purposes of the capital adequacy
guidelines of the Federal Reserve Board.

   Redemption Procedures. A Trust may redeem fewer than all of its outstanding
capital securities only if all accrued and unpaid distributions have been paid
on all capital securities for all distribution periods terminating on or prior
to the redemption date.

                                      15



   If a Trust gives a notice of redemption of its capital securities, and we
have paid the property trustee a sufficient amount of cash in connection with
the prepayment or maturity of the corresponding junior subordinated notes,
then, by 12:00 noon, New York City time, on the redemption date, the property
trustee will deposit irrevocably with the depositary funds sufficient to pay
the applicable redemption price to the holders of such capital securities. The
Trust also will give the depositary irrevocable instructions and authority to
pay the redemption price to the holders of the capital securities. If such
capital securities are no longer in book-entry form, the property trustee, to
the extent funds are available, will pay the applicable redemption price by
check mailed to the addresses of the holders of such capital securities as they
appear in the register.

   Once a Trust has given a redemption notice and the Trust deposits the
required funds, then:

  .  distributions with respect to the capital securities being redeemed will
     cease to accrue; and

  .  all rights of the holders of such capital securities will cease, except
     the right of the holders of such capital securities to receive the
     redemption price on the redemption date, but without interest on such
     redemption price.

If any date fixed for redemption of capital securities is not a business day,
then payment of the redemption price will be made on the next succeeding
business day, without any interest or any other payment in respect of any such
delay. However, if the next succeeding business day is in the next calendar
year, payment will be made on the immediately preceding business day.

   If payment of the redemption price for any capital securities is improperly
withheld or refused and not paid either by the applicable Trust or by us
pursuant to the guarantee as described under "Description of Guarantee,"
distributions on such capital securities will continue to accrue at the then
applicable rate from the original redemption date to the date such redemption
price is actually paid. In this case, the actual payment date will be the
redemption date for purposes of calculating the redemption price.

   We may, at any time and from time to time, purchase outstanding capital
securities by tender, in the open market or by private agreement.

Subordination of Common Securities

   Payment of distributions on, the redemption price of and the liquidation
distribution in respect of, capital securities and common securities ordinarily
are made pro rata based on the aggregate liquidation amount of such capital
securities and common securities. However, upon any event of default under the
applicable declaration of trust, the rights of the holders of the common
securities to receive payment of periodic distributions and payments upon
liquidation and redemption and other payments are subordinated to the rights to
payment of the holders of the capital securities.

   In the case of any event of default under a declaration of trust, we, as the
holder of the Trust's common securities, will be deemed to have waived such
events of default under the declaration of trust until such events of default
with respect to the Trust's capital securities have been cured, waived or
otherwise eliminated. Until all events of default with respect to the capital
securities have been so cured, waived or otherwise eliminated, the property
trustee will act solely on behalf of the holders of such capital securities and
not on our behalf, and only the holders of the capital securities will have the
right to direct the property trustee to act on their behalf.

Distribution of Junior Subordinated Notes

   We have the right at any time to dissolve a Trust. Upon dissolution and
after satisfaction of the liabilities of creditors of the Trust as provided by
applicable law, the Trust will cause the junior subordinated notes held by the
Trust to be distributed to the holders of its capital securities in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of the capital securities then outstanding. This may require the prior
approval of the Federal Reserve Board.

                                      16



   After the date for any distribution of junior subordinated notes upon
dissolution of a Trust:

  .  the capital securities of the Trust will no longer be deemed to be
     outstanding;

  .  the depositary or its nominee, as the record holder of the capital
     securities, will receive a registered global certificate or certificates
     representing the corresponding junior subordinated notes to be delivered
     upon such distribution; and

  .  any certificates representing such capital securities not held by the
     depositary or its nominee will be deemed to represent the corresponding
     junior subordinated notes having an aggregate principal amount equal to
     the aggregate stated liquidation amount of, with an interest rate
     identical to the distribution rate of, such capital securities, and
     bearing accrued and unpaid interest in an amount equal to the accrued and
     unpaid distributions on such capital securities, until such certificates
     are so surrendered for transfer or reissuance.

Liquidation Distribution Upon Dissolution

   This prospectus describes any voluntary or involuntary dissolution,
winding-up or termination of a Trust as a "liquidation." If a liquidation of a
Trust occurs, after satisfaction of the Trust's liabilities to creditors, the
holders of the capital securities are entitled to receive, out of the assets of
the Trust, distributions equal to the aggregate liquidation amount of such
capital securities, plus accrued and unpaid distributions to the date of
payment. However, the holders of the capital securities will not receive such
distribution if Bank of America instead distributes pro rata to the holders of
the trust securities of a Trust the junior subordinated notes held by the
Trust, as described above under, ''--Distribution of Junior Subordinated
Notes."

   If a liquidation distribution can be paid only in part because the Trust has
insufficient assets available to pay the distribution in full, then the amounts
payable directly by the Trust on the capital securities will be paid on a pro
rata basis. The holders of the Trust's common securities will be entitled to
receive distributions upon such liquidation on a ratable basis with the holders
of the capital securities, except in the limited circumstances described above
under the heading "--Subordination of Common Securities."

   Pursuant to its declaration of trust, a Trust shall dissolve:

  .  on the expiration of its term;

  .  upon the bankruptcy of Bank of America;

  .  upon the filing of a certificate of dissolution or its equivalent with
     respect to Bank of America;

  .  upon the consent of the holders of at least a majority in aggregate
     liquidation amount of the trust securities voting together as a single
     class to dissolve the Trust;

  .  upon the revocation of the charter of Bank of America and the expiration
     of 90 days after the date of revocation without a reinstatement thereof;

  .  at the election of Bank of America at any time and upon the distribution
     of the junior subordinated notes held by the Trust to the holders of the
     corresponding capital securities;

  .  upon the entry of a decree of judicial dissolution of the holder of the
     common securities, Bank of America or the Trust; or

  .  upon the redemption of all of the Trust's trust securities.


                                      17



Events of Default, Payment Failures, Waivers and Notice

   An event of default under a Trust's declaration of trust occurs when there
is an event of default under the junior subordinated indenture. These events of
default are described below under the heading ''Description of Junior
Subordinated Notes--Events of Default, Waiver and Notice.'' If an event of
default occurs and continues, then under the declaration of trust the rights of
the holders of the common securities will be subordinate to the rights of the
holders of the capital securities to the extent described under the heading
''--Subordination of Common Securities.''

   The holders of capital securities do not have any specific rights under the
declaration of trust upon the occurrence of an event of default. The property
trustee under the Trust holds the related junior subordinated notes issued
under the junior subordinated indenture, and if an event of default occurs and
continues, the property trustee, as the sole holder of the notes, will have the
right under the junior subordinated indenture to declare the principal of and
interest on the notes to be immediately due and payable.

   The rights of holders of junior subordinated notes (including the property
trustee, as a holder), and in certain circumstances the holders of the capital
securities, upon an event of default under the junior subordinated indenture
are described below under the heading ''Description of Junior Subordinated
Notes--Events of Default, Waiver and Notice.''

   A default by us in payment obligations with respect to the junior
subordinated notes does not constitute an event of default for purposes of the
junior subordinated indenture and, therefore, does not constitute an event of
default under the declaration of trust. However, if we fail to pay the
principal of, or premium, if any, or interest on, a series of junior
subordinated notes on the date such interest, principal or premium is otherwise
payable (or in the case of redemption, the redemption date) and such failure
continues (referred to as a ''note payment failure''), a holder of the related
capital securities may bring a direct action against us. A holder may institute
such a proceeding without first (1) directing the property trustee to enforce
the terms of the junior subordinated notes or (2) suing us to enforce the
property trustee's rights under the junior subordinated notes. In connection
with such a direct action, the holders of the common securities will be
subrogated to the rights of the holder of the capital securities to the extent
we make any payments. This means that if a holder of capital securities already
had received payment of a distribution that was the basis of the direct action,
then we, as holder of the common securities, will be entitled to payment of
that amount. The holders of capital securities will not be able to exercise
directly any other remedy available to holders of the junior subordinated
notes.

   Under the declaration of trust, the holders of a majority in liquidation
amount of capital securities may waive events of default with respect to the
capital securities. If the underlying event of default under the junior
subordinated indenture may not be waived, then the event of default under the
declaration of trust may not be waived. Furthermore, if the waiver of the
underlying event of default under the indenture requires the consent or vote of
more than a majority in principal amount of the corresponding junior
subordinated notes (referred to as a "super majority"), then only the same
super majority of holders of the capital securities may waive the event of
default under the declaration of trust.


                                      18



   A waiver of an event of default under the junior subordinated indenture by
the property trustee, as holder of the junior subordinated notes, constitutes a
waiver of the corresponding event of default under the declaration of trust. In
addition, a waiver of an event of default with respect to capital securities
under the declaration of trust waives the event of default with respect to the
common securities for all purposes under the declaration of trust, to the
extent described under the heading "--Subordination of Common Securities."

   The property trustee is required to notify all holders of the capital
securities of any events of default or note payment failures.

   We and each Trust are required to file annually with the property trustee an
officers' certificate as to our respective compliance with all conditions and
covenants under the applicable declaration of trust.

Voting Rights

   The holders of the capital securities have no voting rights, except as
described below and except as provided under the heading "Description of
Guarantee--Amendment and Assignment" and as otherwise required by law and the
declaration of trust.

   The holders of a majority in aggregate liquidation amount of the capital
securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the property trustee or exercising
any trust or power of the property trustee under the declaration of trust,
including the right to direct the property trustee, as holder of the junior
subordinated notes, to:

    (1)exercise the remedies available to it under the junior subordinated
       indenture as the holder of the junior subordinated notes;

    (2)waive any past indenture event of default that is waivable under the
       junior subordinated indenture;

    (3)exercise any right to rescind or annul a declaration that the principal
       of all the related series of junior subordinated notes shall be due and
       payable; or

    (4)consent to any amendment, modification or termination of the junior
       subordinated indenture where such consent is required.

Except for directing the time, method and place of conducting a proceeding for
a remedy available to the property trustee, the property trustee will not take
any actions at the direction of the holders of capital securities unless the
property trustee receives an opinion of tax counsel to the effect that, as a
result of such action, the Trust will not be classified as other than a grantor
trust for United States federal income tax purposes.

   Where a consent or action under the junior subordinated indenture requires
the consent or act of holders of a super majority of the junior subordinated
notes, then only a super majority of holders of the capital securities may
direct the property trustee to give such consent or take such action.

   If the property trustee's consent is required under the junior subordinated
indenture for any amendment, modification or termination of the junior
subordinated indenture or the related series of junior subordinated notes, the
property trustee is required to request the written direction of the holders of
the trust securities, and the property trustee will vote as directed by a
majority in liquidation amount of the trust securities voting together as a
single class. Where any amendment, modification or termination under the junior
subordinated indenture requires the consent of a super majority, however, the
property trustee may only give such consent at the direction of the holders of
the same super majority of the holders of the trust securities. The property
trustee is not required to take any such action in accordance with the
directions of the holders of the trust securities unless the property trustee
has obtained a tax opinion to the effect described above.

                                      19



   The holders of the capital securities are entitled to vote on certain
modifications or amendments to the declaration of trust, as more particularly
described below under "--Modification of the Declaration of Trust."

   Any required approval or direction of holders of capital securities may be
given at a separate meeting of holders of capital securities convened for such
purpose, at a meeting of all of the holders of trust securities or by written
consent. The regular trustees will mail to each holder of record of capital
securities a notice of any meeting at which such holders are entitled to vote,
or of any matter upon which action by written consent of such holders is to be
taken. Each such notice will include the following information:

  .  the date of such meeting or the date by which such action is to be taken;

  .  a description of any resolution proposed for adoption or for which written
     consent is sought; and

  .  instructions for the delivery of proxies or consents.

   No vote or consent of the holders of capital securities is required for a
Trust to redeem and cancel capital securities or distribute junior subordinated
notes in accordance with the Trust's declaration of trust.

   Despite the fact that holders of capital securities are entitled to vote or
consent under the circumstances described above, any of the capital securities
that are owned by us or any entity directly or indirectly controlling or
controlled by, or under direct or indirect common control with, us will not be
entitled to vote or consent. Instead, these capital securities will be treated
for such purpose as if they were not outstanding.

   The procedures by which holders of capital securities may exercise their
voting rights are described under the heading "--Book-Entry Only Issuance--The
Depository Trust Company."

Modification of the Declaration Of Trust

   A declaration of trust may be modified and amended if approved by a majority
of the regular trustees, and in certain circumstances, the property trustee and
the Delaware trustee. If, however, any proposed amendment provides for, or the
regular trustees otherwise propose to effect:

    (1)any action that would adversely affect the preferences or special rights
       of the trust securities, whether by way of amendment to the declaration
       of trust or otherwise, or

    (2)the dissolution, winding-up or termination of the Trust other than
       pursuant to the terms of the declaration of trust,

then the holders of the trust securities voting together as a single class will
be entitled to vote on such amendment or proposal. Such amendment or proposal
shall not be effective except with the approval of holders of at least a
majority in liquidation amount of the trust securities affected thereby. If,
however, any amendment or proposal referred to in clause (1) above would
adversely affect only the capital securities or only the common securities,
then only holders of the affected class will be entitled vote on such amendment
or proposal, and the amendment or proposal shall not be effective except with
the approval of holders of a majority in liquidation amount of such class of
trust securities.

   Notwithstanding the foregoing, no amendment or modification may be made to
the declaration of trust if that amendment or modification would:

  .  cause the Trust to be classified for United States federal income tax
     purposes as other than a grantor trust;


                                      20



  .  reduce or otherwise adversely affect the powers of the property trustee;
     or

  .  cause the Trust to be deemed an "investment company" required to be
     registered under the Investment Company Act of 1940.

Mergers or Consolidations of the Trusts

   A Trust may not consolidate or merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an
entirety, to us or any other person, except as described below. Such Trust may,
with the consent of the regular trustees but without the consent of the holders
of the applicable trust securities, the property trustee or the Delaware
trustee, consolidate or merge with or into, or be replaced by, a trust
organized as such under the laws of any state if:

  .  the successor entity, if not the Trust, either:

     . expressly assumes all of the obligations of such Trust with respect to
       the trust securities, or

     . substitutes for the trust securities other securities having
       substantially the same terms as the trust securities, so long as the
       successor securities rank the same as the trust securities in priority
       with respect to distributions and payments upon liquidation, redemption
       and otherwise;

  .  we, as issuer of the junior subordinated notes, expressly acknowledge a
     trustee of such successor entity possessing the same powers and duties as
     the property trustee as the holder of the corresponding junior
     subordinated notes;

  .  the capital securities or any successor securities are listed, or any
     successor securities will be listed upon notification of issuance, on any
     national or international securities exchange or with another
     organization, if any, on which the capital securities are then listed or
     quoted;

  .  such merger, consolidation or replacement does not cause the capital
     securities, including any successor securities, to be downgraded by any
     nationally recognized statistical rating organization;

  .  such merger, consolidation or replacement does not adversely affect the
     rights, preferences and privileges of the holders of the trust securities,
     including any successor securities, in any material respect, other than in
     connection with any dilution of the holders' interest in the new entity;

  .  such successor entity has a purpose identical to that of such Trust;

  .  prior to such merger, consolidation or replacement, we have received an
     opinion of counsel to the Trust to the effect that:

     . such merger, consolidation or replacement does not adversely affect the
       rights, preferences and privileges of the holders of the trust
       securities, including any successor securities, in any material respect,
       other than in connection with any dilution of the holders' interest in
       the new entity;

     . following such merger, consolidation or replacement, neither the Trust
       nor such successor entity will be required to register as an investment
       company under the Investment Company Act of 1940; and

     . following such merger, consolidation or replacement, the Trust or the
       successor entity will continue to be classified as a grantor trust for
       United States federal income tax purposes; and


                                      21



  .  we guarantee the obligations of such successor entity under the successor
     securities at least to the extent provided by the guarantees of the trust
     securities.

   Notwithstanding the foregoing, a Trust may not, except with the consent of
holders of 100% in liquidation amount of its trust securities, consolidate,
merge with or into, or be replaced by any other entity or permit any other
entity to consolidate, merge with or into, or replace it if such consolidation,
merger or replacement would cause the Trust or the successor entity to be
classified as other than a grantor trust for United States federal income tax
purposes.

Book-Entry Only Issuance--The Depository Trust Company

   Description of the Global Certificates. The capital securities will be
issued only in book-entry form and shall be represented by one or more global
certificates. DTC will act as securities depositary for the capital securities,
and the global certificates will be registered in the name of Cede & Co. (DTC's
nominee).

   DTC Procedures. DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act. DTC holds securities that its participants deposit
with DTC. DTC also facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned
by a number of its participants and by the New York Stock Exchange, the
American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.

   Purchases of the capital securities within the DTC system must be made by or
through participants, which will receive a credit for the capital securities on
DTC's records. The ownership interest of each beneficial owner of the capital
securities is in turn to be recorded on the participants' and indirect
participants' records. Beneficial owners will not receive written confirmation
from DTC of their purchases, but beneficial owners are expected to receive
written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the participants or indirect
participants through which the beneficial owners purchase capital securities.
Transfers of ownership interest in the capital securities are to be
accomplished by entries made on the books of participants and indirect
participants acting on behalf of beneficial owners. Beneficial owners will not
receive certificates representing their ownership interests in the capital
securities, except in the event that use of the book-entry system for the
capital securities is discontinued.

   DTC has no knowledge of the actual beneficial owners of the capital
securities. DTC's records reflect only the identity of the participants to
whose accounts the capital securities are credited, which may or may not be the
beneficial owners. The participants and indirect participants will remain
responsible for keeping account of their holdings on behalf of their customers.

   So long as DTC, or its nominee, is the registered owner or holder of a
global certificate, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the capital securities for all purposes under the
applicable declaration of trust and the capital securities. No beneficial owner
of an interest in a global certificate will be able to transfer that interest
except in accordance with DTC's applicable procedures, in addition to those
provided for under the applicable declaration of trust.


                                      22



   DTC has advised us that it will take any action permitted to be taken by a
holder of the capital securities, including the presentation of the capital
securities for exchange as described below, only at the direction of one or
more participants to whose account the DTC interests in the global certificates
are credited and only in respect of such portion of the aggregate liquidation
amount of the capital securities as to which the participant or participants
has or have given the direction. Also, if there is an event of default under
the capital securities, DTC will exchange the global certificates for
certificated securities, which it will distribute to its participants in
accordance with its customary procedures.

   Conveyance of notices and other communications by DTC to participants, by
participants to indirect participants, and by participants and indirect
participants to beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.

   Redemption notices in respect of the capital securities held in book-entry
form will be sent to Cede & Co. If less than all of the capital securities are
being redeemed, DTC will determine by lot the amount of interest of each
participant to be redeemed.

   Although voting with respect to the capital securities is limited, in those
cases where a vote is required, neither DTC nor Cede & Co. will itself consent
or vote with respect to the capital securities. Under its usual procedures, DTC
would mail an omnibus proxy to the applicable Trust as soon as possible after
the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting
rights to those participants to whose accounts the capital securities are
allocated on the record date identified in a listing attached to the omnibus
proxy.

   Distributions on the capital securities held in book-entry form will be made
to DTC in immediately available funds. DTC's practice is to credit
participants' accounts on the relevant payment date in accordance with their
respective holdings shown on DTC's records unless DTC has reason to believe
that it will not receive payments on the payment date. Payments by participants
and indirect participants to beneficial owners will be governed by standing
instructions and customary practices and will be the responsibility of the
participants and indirect participants and not of DTC, or any other party,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of any distributions to DTC is the responsibility of the
applicable Trust, disbursement of those payments to participants is the
responsibility of DTC, and disbursement of those payments to the beneficial
owners is the responsibility of participants and indirect participants.

   Normally, a beneficial owner of an interest in a global certificate is not
entitled to receive physical delivery of the capital securities. Accordingly,
each beneficial owner must rely on the procedures of DTC to exercise any rights
under the capital securities.

   Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the global certificates among participants of DTC,
DTC is under no obligation to perform or continue to perform such procedures,
and such procedures may be discontinued at any time. Neither Bank of America
nor any Trust will have any responsibility for the performance by DTC or its
participants or indirect participants under the rules and procedures governing
DTC. DTC may discontinue providing its services as securities depositary with
respect to the capital securities at any time by giving notice to the
applicable Trust. If a successor securities depositary is not obtained, the
capital securities certificates are required to be printed and delivered to the
property trustee. Additionally, the applicable Trust, with our consent, may
discontinue use of the system of book-entry transfers through DTC or any
successor depositary. In each of the above circumstances, we will appoint a
paying agent with respect to the capital securities.

   The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. These laws may impair
the ability to acquire, hold or transfer beneficial interests in the global
capital securities as represented by a global certificate.


                                      23



   The information in this section concerning DTC and DTC's system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy of the information.

Registrar, Transfer Agent and Paying Agent

   Unless otherwise specified in the applicable prospectus supplement, The Bank
of New York will act as registrar, transfer agent and paying agent for the
capital securities.

   Registration of transfers of capital securities will be effected without
charge by or on behalf of the applicable Trust, but upon payment of, and the
giving of any indemnity as the Trust or we may require with respect to, any tax
or other governmental charges that may be imposed in connection with any
transfer or exchange. A Trust may not register or cause to be registered the
transfer of its capital securities after such capital securities have been
called for redemption.

Information Concerning the Property Trustee

   Other than during the occurrence and continuance of an event of default
under a declaration of trust, the property trustee undertakes to perform only
the duties that are specifically set forth in the applicable declaration of
trust. After an event of default under a declaration of trust, the property
trustee must exercise the same degree of care and skill in the exercise of its
rights and powers as a prudent person would exercise in the conduct of his or
her own affairs under the circumstances. Subject to this provision, the
property trustee is under no obligation to exercise any of the rights or powers
vested in it by the applicable declaration of trust at the request of any
holder of capital securities unless such holder offers indemnity reasonably
satisfactory to the property trustee against the costs, expenses and
liabilities that might be incurred. However, the holders of the capital
securities will not be required to offer any indemnity if such holders, by
exercising their voting rights, direct the property trustee to take any action
following an event of default under the declaration of trust.

   We and certain of our affiliates have from time to time maintained deposit
accounts and conducted other banking transactions with the property trustee and
its affiliated entities in the ordinary course of business. The property
trustee also serves as trustee for certain series of our outstanding
indebtedness under other indentures.

Governing Law

   The declarations of trust will be governed by and construed in accordance
with the internal laws of the State of Delaware.

                                      24



                 DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

   We may issue junior subordinated notes from time to time in one or more
series under a base indenture between us and The Bank of New York, as indenture
trustee, and a supplement to the base indenture in the form of a supplemental
indenture or a resolution of our Board of Directors or of a special committee
formed by our Board of Directors. With respect to any particular series of
junior subordinated notes, the term "indenture" or "junior subordinated
indenture" used in this prospectus is deemed to include any such supplement to
the base indenture with respect to that series. The terms of the junior
subordinated notes will include those stated in the junior subordinated
indenture and those made part of that indenture by reference to the Trust
Indenture Act.

   The Trusts will invest the proceeds from the issuance and sale of the trust
securities in the junior subordinated notes. We have summarized the general
terms and provisions of the notes in this section. The prospectus supplement
for a specific series of capital securities also describes the specific terms
of the related series of junior subordinated notes offered through that
prospectus supplement. The following summary is not intended to be complete and
is subject to, and qualified in its entirety by reference to, the junior
subordinated indenture and the Trust Indenture Act. You should read the junior
subordinated indenture for additional information before you purchase any
capital securities. The base indenture and the form of supplemental indenture
are filed as exhibits to the registration statement of which this prospectus is
a part.

General

   The junior subordinated notes are our direct unsecured obligations. The
notes may be issued from time to time in one or more series we establish under
the junior subordinated indenture and are subordinated as described below under
the heading "--Subordination." Neither the junior subordinated indenture nor
any other agreement limits the principal amount of junior subordinated notes or
other indebtedness that we may issue.

   Under circumstances involving the dissolution of a Trust, the related series
of junior subordinated notes may be distributed to the holders of the trust
securities in liquidation of that Trust, provided that any required regulatory
approval is obtained. Only one series of junior subordinated notes will be
issued to a Trust or the property trustee of the Trust in connection with the
issuance of trust securities by the Trust.

   The prospectus supplement relating to the particular series of junior
subordinated notes will include specific terms relating to the offering. These
terms will include some or all of the following:

  .  the title and type of the notes;

  .  the aggregate principal amount of the notes of that series;

  .  the percentage of their principal amount at which the notes will be
     issued;

  .  the date or dates the notes mature and the method for determining a
     maturity date, as well as any right to shorten or extend any maturity
     date;

  .  with respect to interest:

     . the interest rate or rates on the notes, which may be fixed or variable,
       or the method used to calculate that interest;

     . the date interest will begin to accrue;

     . the record and interest payment dates for the notes; and

     . the right to extend the interest payment periods and the duration of
       such extension;

                                      25



  .  the place or places where:

     . we can make payments on the notes;

     . the notes can be surrendered for registration of transfer or exchange;
       and

     . notices and demands can be given to us relating to the notes and under
       the junior subordinated indenture;

  .  any optional redemption provisions that would permit us or the holders of
     notes to elect redemption of the notes before their final maturity;

  .  any provisions for a sinking purchase or analogous fund;

  .  the form of the notes and the terms and provisions relating to such form;
     and

  .  any other specific terms of the notes.

   When we use the term "holder" in this prospectus as to a registered note, we
mean the person in whose name the note is registered in the security register.

Subordination

   The junior subordinated notes are subordinate to all of our existing and
future Senior Obligations, as defined below. This means that no payment of
principal (including redemption payments), premium, if any, or interest on the
junior subordinated notes may be made if:

  .  any principal, premium, interest or any other payment due on any of our
     Senior Obligations has not been paid when due and such default continues;
     or

  .  the maturity of any of our Senior Obligations has been accelerated because
     of a default.

   Upon any distribution of our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization of Bank of America, whether voluntary
or involuntary or in bankruptcy, insolvency, receivership or similar
proceedings, all amounts due on all Senior Obligations must be paid in full
before the holders of junior subordinated notes are entitled to receive or
retain any payment.

   If we violate the junior subordinated indenture by making a payment to
holders of the junior subordinated notes in violation of the provisions
described above, then the holders of the junior subordinated notes will be
deemed to have received the payments or distributions in trust for the benefit
of, and will have to pay or transfer the payments to, the holders of the Senior
Obligations outstanding at the time.

   Because of the subordination, if we become insolvent, holders of Senior
Obligations may receive more, ratably, and holders of the junior subordinated
notes having a claim pursuant to those notes may receive less, ratably, than
our other creditors. This type of subordination will not prevent an event of
default from occurring under the junior subordinated indenture in connection
with the junior subordinated notes.

   The rights of the holders of the junior subordinated notes are subrogated to
the rights of holders of our Senior Obligations to receive payments or
distributions until the junior subordinated notes are paid in full. Such Senior
Obligations shall continue to be Senior Obligations and be entitled to the
benefits of the subordination provisions regardless of any amendment,
modification or waiver of any term of such Senior Obligations.


                                      26



   Except as described below, the term "Senior Obligations" means, with respect
to Bank of America:

    (1)the principal, any premium and interest with respect to

       . indebtedness of Bank of America for money borrowed (whether or not
         such indebtedness is denominated as senior or subordinated); and

       . indebtedness evidenced by securities, debentures, bonds or other
         similar instruments (whether or not denominated as senior or
         subordinated) issued by Bank of America;

    (2)all capital lease obligations of Bank of America;

    (3)all obligations of Bank of America issued or assumed as the deferred
       purchase price of property, all conditional sale obligations of Bank of
       America and all obligations of Bank of America under any title retention
       agreement (but excluding trade accounts payable arising in the ordinary
       course of business);

    (4)all obligations of Bank of America for the reimbursement on any letter
       of credit, banker's acceptance or similar credit transaction;

    (5)all obligations of Bank of America arising from off-balance sheet
       guarantees by Bank of America and direct credit substitutes and
       obligations of Bank of America associated with derivative products such
       as interest and foreign exchange rate contracts, commodity contracts,
       swap agreements (including interest rate and foreign exchange swap
       agreements), cap agreements, floor agreements, collar agreements,
       interest rate agreements, foreign exchange rate agreements, options,
       commodity futures contracts and commodity option contracts;

    (6)all obligations and financial instruments of the type referred to in
       clauses (1)-(5) above of other persons for the payment of which Bank of
       America is responsible or liable as obligor, guarantor or otherwise; and

    (7)all obligations of the type referred to in clauses (1)-(6) above of
       other persons secured by any lien on any property or asset of Bank of
       America (whether or not such obligation is assumed by Bank of America).

   However, the term "Senior Obligations" does not include:

       . any such indebtedness that by its terms is subordinated to or ranks
         equally with the junior subordinated notes; and

       . any indebtedness between or among Bank of America or our affiliates,
         including all other debt securities and guarantees in respect of those
         debt securities, issued to (a) any other Trust or a trustee of such
         Trust or (b) any other trust, or a trustee of such trust, partnership
         or other entity affiliated with Bank of America that is a financing
         vehicle of Bank of America (a "financing entity") in connection with
         the issuance by such financing entity of capital securities or other
         securities that rank equally with, or junior to, the capital
         securities.

Additional Interest

   If at any time a Trust 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 we will be
required to pay additional interest on the related junior subordinated notes.
The amount of any additional interest will be an amount sufficient so that the
net amounts received and retained by the Trust and the property trustee after
paying any such taxes, duties, assessments or other governmental charges will
be equal to the amounts that such Trust would have received and retained had no
such taxes, duties, assessments or other governmental charges been imposed.
This means that the Trust will be in the same position it would have been in if
it did not have to pay such taxes, duties, assessments or other charges.

                                      27



Form, Exchange, Registration, Transfer and Payment

   The applicable prospectus supplement will identify the denominations in
which the junior subordinated notes will be issued. No service charge will be
made for any transfer or exchange of the junior subordinated notes. However,
either we or the debt trustee may require payment of a sum sufficient to cover
any tax, fee or other government charge that is payable in connection with any
such transfer or exchange.

   Unless we state otherwise in the applicable prospectus supplement,
principal, premium, if any, or any interest will be payable, and the junior
subordinated notes may be surrendered for payment, transfer or exchange, at the
offices of The Bank of New York, as paying and authenticating agent. However,
at our option we may pay interest by check mailed to the person entitled to
such interest at such person's address as it appears on the security register.

Option to Defer Interest Payments

   We have the right under the junior subordinated indenture to defer interest
payments on any series of the junior subordinated notes from time to time by
extending the interest payment period for up to a number of consecutive
interest payment periods that we will specify in the applicable prospectus
supplement. We refer to this period as an "extension period." No extension
period may extend beyond the stated maturity of the corresponding junior
subordinated notes. At the end of an extension period, we shall pay all
interest then accrued and unpaid, including any additional interest as
described under the heading "--Additional Interest," together with compounded
interest at the rate specified for the junior subordinated notes to the extent
permitted by law. Any special considerations applicable to any such notes will
be described in the applicable prospectus supplement.

   Unless otherwise specified in the applicable prospectus supplement, if we
exercise our deferral right, then during any extension period, we may not
engage in certain transactions with respect to our capital stock, as more
particularly described below under the heading "--Certain Covenants of Bank of
America".

   We may extend an extension period prior to the end of such extension period,
so long as the period as extended, does not exceed the maximum number of
consecutive interest payment periods we specify in the prospectus supplement.
In addition, following the termination of an extension period and the payment
of all deferred distributions and accrued interest, we may begin a new
extension period, which must comply with the above requirements. No interest
shall be due and payable during an extension period, except at the end of such
period. However, we may prepay at any time all or any portion of the interest
accrued during an extension period.

Prepayment

   Unless otherwise specified in the applicable prospectus supplement, the
junior subordinated notes are not subject to any sinking fund and are not
redeemable at the option of the holder. Unless otherwise specified in the
applicable prospectus supplement, we may, at our option and subject to receipt
of prior approval by the Federal Reserve Board, if required, prepay the junior
subordinated notes of any series in whole at any time or in part from time to
time. If the junior subordinated notes of any series may be prepaid only on or
after a specified date or upon the satisfaction of additional conditions, the
applicable prospectus supplement will specify such date or describe such
conditions. Except as otherwise specified in the applicable prospectus
supplement, the prepayment price for any junior subordinated note so prepaid
will equal 100% of the principal amount of such junior subordinated note plus
accrued and unpaid interest to the redemption date.


                                      28



   Except as otherwise specified in the applicable prospectus supplement, we
may, at our option and subject to receipt of prior approval by the Federal
Reserve Board, if required, prepay a series of junior subordinated notes in
whole, but not in part, at any time within 90 days after the occurrence of a
tax event, investment company event or capital treatment event, each as
described under the heading "Description of Capital Securities--Redemption of
Capital Securities" above, at a prepayment price equal to 100% of the principal
amount of such junior subordinated notes then outstanding plus accrued and
unpaid interest to the prepayment date.

   Notice of any prepayment will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of junior subordinated notes
to be prepaid as it appears in the security register. Unless we default in
payment of the prepayment price, on and after the prepayment date, interest
will cease to accrue on such junior subordinated notes or the portions of such
notes called for prepayment.

Certain Covenants of Bank of America

   If (1) we shall have exercised our right to defer payments of interest on a
series of junior subordinated notes, as described under the heading "--Option
to Defer Interest Payments," or (2) junior subordinated notes of a series are
held by a Trust and remain outstanding and either:

  .  there shall have occurred and be continuing an event of default under the
     Junior Subordinated Indenture, or any note payment failure; or

  .  we shall be in default relating to our payment of any obligations under
     the guarantees relating to that Trust;

then we shall not:

  .  declare or pay any dividend on, make any distribution with respect to, or
     redeem, purchase, acquire or make a liquidation payment with respect to,
     any shares of our capital stock or make any guarantee payment with respect
     to the foregoing (other than (1) purchases or acquisitions of our shares
     of common stock in connection with the satisfaction by us of our
     obligations under any employee benefit plans, (2) as a result of a
     reclassification of our capital stock or the exchange or conversion of one
     class or series of our capital stock for another class or series of our
     capital stock or (3) the purchase of fractional interests in shares of our
     capital stock pursuant to an acquisition or the conversion or exchange
     provisions of our capital stock or the security being converted or
     exchanged); or

  .  make any payment of interest, principal or premium, if any, on or repay,
     repurchase or redeem any debt securities (including guarantees) issued by
     us that rank equally with or junior to the junior subordinated notes.

   In addition, if junior subordinated notes are issued to a Trust or a trustee
of the Trust in connection with the issuance of the Trust's trust securities,
then as long as such trust securities remain outstanding, we will:

  .  maintain 100% direct or indirect ownership of the common securities of
     that Trust, unless a permitted successor of Bank of America succeeds to
     our ownership of such common securities;

  .  use our reasonable efforts to cause that Trust to:

     . remain a statutory business trust, except in connection with the
       distribution of corresponding junior subordinated notes to the holders
       of the trust securities in liquidation of such Trust, the redemption of
       all of the trust securities of the Trust, or certain mergers,
       consolidations or amalgamations, each as permitted by the Trust's
       declaration of trust; and


                                      29



       . otherwise continue not to be treated as an association taxable as a
       corporation or partnership for United States federal income tax
       purposes; and

  .  use our reasonable efforts to cause each holder of such trust securities
     to be treated as owning an undivided beneficial interest in the
     corresponding junior subordinated notes.

Limitation on Mergers and Sales of Assets

   The junior subordinated indenture generally permits a consolidation or
merger between us and another entity. It also permits the sale or transfer by
us of all or substantially all of our property and assets. These transactions
are permitted if:

  .  the resulting or acquiring entity, if other than us, is organized and
     existing under the laws of the United States or any state or the District
     of Columbia and expressly assumes all of our obligations under the junior
     subordinated indenture and the respective guarantees; and

  .  immediately after the transaction, we or any successor company are not in
     default in the performance of any covenant.

   Upon any such consolidation, merger or transfer, the resulting or acquiring
entity will be substituted for us in such indenture with the same effect as if
it had been an original party to the indenture. As a result, such successor
entity may exercise our rights and powers under the junior subordinated
indenture, and we will be released from all our liabilities and obligations
under such indenture and under the junior subordinated notes.

Events of Default, Waiver and Notice

   The junior subordinated indenture provides that the following events, if
they have occurred and are continuing, are events of default relating to a
series of junior subordinated notes:

  .  certain events involving the bankruptcy, insolvency or reorganization of
     Bank of America; or

  .  as long as the junior subordinated notes are held by a Trust or a trustee
     of the Trust, the voluntary or involuntary dissolution, winding up or
     other termination of that Trust, except in connection with the (1)
     distribution of the junior subordinated notes to the holders of the
     Trust's trust securities in liquidation of their interests in the Trust,
     (2) the redemption of all of the outstanding trust securities of the
     Trust, or (3) certain mergers, consolidations or amalgamations, each as
     permitted by the Trust's declaration of trust.

A default by us in payment obligations with respect to the junior subordinated
notes or under the related guarantees does not constitute an event of default
for purposes of the junior subordinated indenture. The holders of capital
securities have certain rights to sue us directly upon a note payment failure,
as described under the heading "Description of the Capital Securities--Events
of Default, Note Payment Failures, Waiver and Notice."

   If an event of default under the junior subordinated indenture occurs and
continues, either the indenture trustee or the holders of at least 25% in
aggregate principal amount of the outstanding junior subordinated notes of that
series may declare the principal of and all accrued but unpaid interest on such
junior subordinated notes to be due and payable immediately. The holders of a
majority in aggregate outstanding principal amount of such series of junior
subordinated notes (or all series, as applicable) may annul such declaration in
certain circumstances and waive such default. As long as the series of notes is
held by a property trustee under a Trust for the benefit of the Trust's trust
securities, the property trustee, as sole holder of the notes, will have the
right to exercise these rights and may be directed in such exercise by the

                                      30



holders of the capital securities. See "Description of the Capital
Securities--Events of Default, Note Payment Failures, Waiver and Notice" and
"--Voting Rights."

   Prior to a declaration of acceleration, the holders of a majority in
aggregate principal amount of such series of junior subordinated notes
generally may waive on behalf of the holders of all such notes any default or
event of default under the junior subordinated indenture other than:

  .  a default in the payment of principal of, premium, if any, or interest on
     such junior subordinated notes;

  .  a default in respect of covenants that cannot be modified or amended
     without the consent of each holder of such junior subordinated notes
     affected; or

  .  a default in respect of certain other covenants described above under the
     heading "--Certain Covenants of Bank of America."

However, as long as the notes are held by a property trustee under a Trust for
the benefit of the holders of the Trust's trust securities, any such waiver or
modification requires the consent of the holders of at least a majority in
liquidation preference (or, if the waiver or modification requires the consent
of each holder of junior subordinated notes, then each holder) of the related
trust securities.

   The holders of a majority in aggregate principal amount of the outstanding
junior subordinated notes of any and all series affected generally shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to or exercising any power of the indenture trustee under
the junior subordinated indenture. However, the holders of such notes must
offer to the indenture trustee reasonable indemnity against expenses and
liabilities. As long as a series of notes is held by a property trustee under a
Trust for the benefit of the Trust's trust securities, the property trustee, as
sole holder of the notes, will have the right to exercise these rights and may
be directed in such exercise by the holders of the capital securities. See
"Description of the Capital Securities--Voting Rights."

   Subject to the subordination provisions, described under the heading
"--Subordination," the right of any holder of junior subordinated notes
(including the property trustee) to receive payment of the principal of and
premium, if any, and interest on such junior subordinated notes on or after the
due dates therefor, or to institute suit for the enforcement of any such
payment provisions, shall not be impaired or affected without the consent of
such holder.

   An event of default under the junior subordinated indenture is an event of
default under the related declaration of trust, and the waiver of an event of
default under the indenture is a waiver under the related declaration of trust.
These provisions are more particularly described under the heading "Description
of the Capital Securities--Events of Default, Note Payment Failures, Waiver and
Notice."


   The indenture trustee is required to notify all holders of the junior
subordinated notes of any events of default or note payment failures.

   We are required to file an officers' certificate with the debt trustee each
year that states, to the knowledge of the certifying officer, whether or not
any defaults exist under the terms of the junior subordinated indenture.

Modification of Junior Subordinated Indenture

   Under the junior subordinated indenture, our rights and obligations and the
rights of holders of the junior subordinated notes may be modified or amended
with the consent of the holders of at least a majority in aggregate principal
amount of the outstanding junior subordinated notes of all

                                      31



series affected by the modification or amendment, acting as one class. However,
no such modification or amendment may, without the consent of the holders of
each junior subordinated note affected thereby:

  .  extend the fixed maturity of any junior subordinated note, except as set
     forth in the terms of the particular series of junior subordinated notes;

  .  reduce the rate or extend the time of payment of interest on such junior
     subordinated note;

  .  reduce the principal amount of or any premium on any junior subordinated
     note;

  .  reduce any amount payable on redemption of any junior subordinated note;

  .  make the principal of, or interest or premium on, such junior subordinated
     notes payable in any coin or currency other than that provided in such
     junior subordinated notes;

  .  impair or affect the right of any holder of such junior subordinated notes
     to institute suit for the payment of such notes or the right of
     prepayment, if any, at the option of the holder; or

  .  reduce the percentage of outstanding junior subordinated notes required to
     consent to a modification or amendment of the junior subordinated
     indenture.

   If the junior subordinated notes are held by a Trust or the property trustee
of such Trust, no modification of the junior subordinated indenture will be
effective until the holders of a majority in liquidation preference of the
Trust's trust securities have consented to such modification. If the consent of
the holder of each outstanding junior subordinated note is required for such
modification, such modification shall not be effective until each holder of
related trust securities has consented to such modification.

   We and the indenture trustee may enter into, without the consent of any
holder of junior subordinated notes, any supplemental indenture under the
junior subordinated indenture, to create any new series of junior subordinated
notes or make any change in the indenture that does not materially adversely
affect the rights of any holder of junior subordinated notes.

Defeasance and Discharge

   The junior subordinated indenture provides that, if no event of default
under the indenture has occurred and is continuing, we (a) will be discharged
from our obligations with respect to a series of junior subordinated notes and
(b) need not comply with certain restrictive covenants of that indenture
(including those described under the heading "--Certain Covenants of Bank of
America") if, in each case, we deposit with the debt trustee, in trust, money
or United States government obligations sufficient to pay all of the principal
of, and premium, if any, and any interest on, the notes of that series, on the
dates the payments are due under the junior subordinated indenture and the
terms of such notes.

   To exercise this option, we are required to deliver to the indenture trustee
an opinion of counsel that states that:

  .  the deposit and related defeasance would not cause the holders of the
     junior subordinated notes of such series to recognize income, gain or loss
     for United States federal income tax purposes, which opinion must be
     accompanied by a private letter ruling to that effect received by us from
     the IRS or a revenue ruling pertaining to a comparable form of transaction
     to that effect published by the IRS; and

  .  if the junior subordinated notes of that series are listed on any national
     securities exchange, such notes will not be delisted as a result of the
     deposit and related defeasance.

   The obligations under the junior subordinated indenture to register the
transfer or exchange of junior subordinated notes, to replace stolen, lost or
mutilated junior subordinated notes and to maintain paying agents and hold
monies for payment in trust will continue, even if we exercise our defeasance
and discharge option.


                                      32



Book-Entry and Settlement

   If junior subordinated notes are distributed to holders of capital
securities in liquidation of such holders' interests in a Trust, the junior
subordinated notes previously registered in the name of the property trustee on
behalf of the Trust will be re-registered in the form of one or more global
certificates in the name of the depositary or its nominee. Each global
certificate is referred to as a "global security." Except under the limited
circumstances described below, junior subordinated notes represented by a
global security will not be exchangeable for, and will not otherwise be
issuable as, junior subordinated notes in definitive form. The global
securities described above may not be transferred except by the depositary to a
nominee of the depositary or by a nominee of the depositary to the depositary
or another nominee of the depositary or to a successor depositary or its
nominee.

   Except as provided below, owners of beneficial interests in such a global
security will not be entitled to receive physical delivery of junior
subordinated notes in definitive form and will not be considered the holders,
as defined in the junior subordinated indenture, of such global security for
any purpose under the junior subordinated indenture. A global security
representing junior subordinated notes is only exchangeable for another global
security of like denomination to be registered in the name of the depositary or
its nominee or to a successor depositary or its nominee. This means that each
beneficial owner must rely on the procedures of the depositary, or if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
indenture. If junior subordinated notes are distributed to holders of capital
securities in liquidation of such holders' interests in a Trust, DTC will act
as securities depositary for the junior subordinated notes.

   As of the date of this prospectus, the description in this prospectus of
DTC's book-entry system and DTC's practices as they relate to purchases,
transfers, notices and payments relating to the capital securities apply in all
material respects to any debt obligations represented by one or more global
securities held by DTC. We may appoint a successor to DTC or any successor
depositary in the event DTC or such successor depositary is unable or unwilling
to continue as a depositary for the global securities. For a description of DTC
and the specific terms of the depositary arrangements, see "Description of the
Capital Securities -- Book-Entry Only Issuance -- The Depository Trust
Company."

Governing Law

   The junior subordinated indenture and the junior subordinated notes will be
governed by, and construed in accordance with, the internal laws of the State
of New York.

The Indenture Trustee

   We and certain of our affiliates have from time to time maintained deposit
accounts and conducted other banking transactions with the indenture trustee
and its affiliated entities in the ordinary course of business. The indenture
trustee also serves as trustee for certain series of our outstanding
indebtedness under other indentures.

Miscellaneous

   Bank of America will pay all costs and expenses of the Trust, including
those related to:

  .  the offering, sale and issuance of trust securities and the related junior
     subordinated notes;

  .  the organization, maintenance and dissolution and the operation of each
     Trust;

  .  the retention of the debt trustee and the trustees under each declaration
     of trust;

  .  indemnification obligations under a declaration of trust;


                                      33



  .  all taxes (other than United States withholding taxes relating to a
     Trust); and

  .  the enforcement by the property trustee of the rights of the holders of
     the respective capital securities.

   We have the right at all times to assign any of our respective rights or
obligations under the junior subordinated indenture to a direct or indirect
wholly-owned subsidiary of Bank of America. If we assign any of our rights or
obligations, however, we will remain liable for all of their respective
obligations. Subject to this right of assignment, the junior subordinated
indenture will be binding upon and inure to the benefit of the parties to such
indenture and their respective successors and assigns. The parties to the
junior subordinated indenture may not otherwise assign such indenture.

                           DESCRIPTION OF GUARANTEE

   Set forth below is a summary of information concerning the guarantee that we
will execute and deliver for the benefit of the holders of a series of capital
securities when a Trust issues its trust securities. Each guarantee will be
qualified as an indenture under the Trust Indenture Act. The Bank of New York
will act as the guarantee trustee. The terms of the guarantee will be those set
forth in the guarantee and those made part of the guarantee by the Trust
Indenture Act. The guarantee trustee will hold the guarantee for the benefit of
the holders of the related capital securities. The following summary is not
intended to be complete and is subject to, and qualified in its entirety by
reference to, the provisions of the guarantee and the Trust Indenture Act. The
form of guarantee is filed as an exhibit to the registration statement of which
this prospectus is a part.

General

   A guarantee is held by the guarantee trustee for the benefit of the holders
of the capital securities. Under each guarantee, we will irrevocably and
unconditionally agree to pay when due the holders of the capital securities
issued by a particular Trust, the following payments, which are referred to as
"guarantee payments," without duplication:

  .  any accrued and unpaid distributions that are required to be paid on the
     capital securities, to the extent such Trust has funds available for
     distributions;

  .  the redemption price, plus all accrued and unpaid distributions, relating
     to any capital securities called for redemption by such Trust, to the
     extent such Trust has funds available for redemptions; and

  .  upon a voluntary or involuntary dissolution, winding-up or termination of
     such Trust, other than in connection with the distribution of junior
     subordinated notes held by such Trust to the holders of capital
     securities, the lesser of:

     . the aggregate of the liquidation amount and all accrued and unpaid
       distributions on the capital securities to the date of payment, to the
       extent such Trust has funds available for liquidations; and

     . the amount of assets of such Trust remaining available for distribution
       to holders of the capital securities in liquidation of such Trust.

   The redemption price and liquidation amount will be fixed at the time the
capital securities are issued and will be described in the applicable
prospectus supplement relating to the offering of such capital securities.

   Our obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts to the holders of capital securities or by
causing the applicable Trust to pay such amounts to such holders.


                                      34



   A guarantee will not apply to any payment of distributions except to the
extent the related Trust has funds available for such payments. If we do not
make interest payments on the junior subordinated notes held by a Trust, the
Trust will not pay distributions on its capital securities and will not have
funds available for such payments. See "--Status of the Guarantee" below. In
such case, holders of the capital securities would not be able to rely on the
related guarantee for payment of these amounts.

   A guarantee, when taken together with our obligations under the junior
subordinated notes held by the related Trust, the junior subordinated indenture
and the applicable declaration of trust, including our obligations to pay
costs, expenses, debts and liabilities of that Trust (other than those relating
to trust securities), will provide a full and unconditional guarantee on a
subordinated basis of payments due on the capital securities.

   Unless otherwise specified in the applicable prospectus supplement, we will
also agree separately to irrevocably and unconditionally guarantee the
obligations of each Trust with respect to the common securities issued by that
Trust to the same extent as the capital securities guarantees. However, if an
event of default under the junior subordinated indenture has occurred and is
continuing, holders of capital securities shall have priority over holders of
common securities with respect to payments under the respective guarantees.

Covenants of Bank of America

   In each guarantee, we will covenant that, so long as any capital securities
issued by the applicable Trust remain outstanding, if any event has occurred
that would constitute an event of default under such guarantee or an event of
default or non-payment event under the related declaration of trust, or during
an extension of the interest period, then:

  .  we 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 our capital stock or make any guarantee payment
     with respect to the foregoing, other than:

     . purchases or acquisitions of shares of our common stock in connection
       with the satisfaction by us of our obligations under any employee
       benefit plans;

     . as a result of a reclassification of our capital stock or the exchange
       or conversion of one class or series of our capital stock for another
       class or series of our capital stock; or

     . the purchase of fractional interests in shares of our capital stock
       pursuant to an acquisition or the conversion or exchange provisions of
       our capital stock or the security being converted or exchanged; and

  .  we shall not make any payment of interest, principal or any premium on or
     repay, repurchase or redeem any debt securities (including guarantees)
     issued by us that rank equally with or junior to the junior subordinated
     notes held by such Trust.

Amendment and Assignment

   A guarantee may be amended only with the prior approval of the holders of at
least a majority in liquidation amount of the outstanding capital securities of
the applicable Trust. No vote will be required, however, for any changes that
do not adversely affect the rights of holders of such capital securities.

Termination of the Guarantees

   A guarantee will terminate as to the capital securities of the applicable
Trust upon:

  .  full payment of the redemption price of all such capital securities;

                                      35



  .  the distribution of the corresponding junior subordinated notes to the
     holders of such capital securities; or

  .  full payment of the amounts payable in accordance with the applicable
     declaration of trust upon liquidation of the Trust.

   A guarantee will continue to be effective or will be reinstated, as the case
may be, if at any time any holder of related capital securities must restore
payment of any sums paid under the related capital securities or the guarantee.

Events of Default

   An event of default under a guarantee will occur if we fail to perform any
payment obligation or other obligation under such guarantee. The holders of a
majority in liquidation amount of the related capital securities may waive, on
behalf of all holders of such capital securities, any past event of default.

   The holders of a majority in liquidation amount of the related capital
securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the guarantee trustee in respect of
the applicable guarantee or to direct the exercise of any trust or power
conferred upon the guarantee trustee under such guarantee. If the guarantee
trustee fails to enforce its rights under a guarantee, any holder of related
capital securities may institute a legal proceeding directly against us to
enforce the guarantee trustee's rights and our obligations under the applicable
guarantee, without first instituting a legal proceeding against such Trust, the
guarantee trustee or any other person or entity.

Status of the Guarantees

   Each guarantee will constitute an unsecured obligation of Bank of America
and will rank:

  .  subordinate and junior in right of payment to all our other liabilities,
     including contingent liabilities;

  .  equally with the most senior preferred or preference stock now or
     hereafter issued by us and with any guarantee now or hereafter entered
     into by us with respect to (a) any preferred or preference stock of any of
     our affiliates and (b) any other guarantee of an affiliate's trust
     preferred or similar capital securities; and

  .  senior to our common stock.

   The terms of each series of capital securities provide that each holder of
such capital securities by acceptance of such securities agrees to the
subordination provisions and other terms of the related guarantee.

   Each guarantee will constitute a guarantee of payment and not of collection.
This means that the guaranteed party may sue the guarantor to enforce its
rights under the guarantee without suing any other person or entity. A
guarantee will be discharged only by payment of the guarantee payments in full
to the extent not paid by the applicable Trust or upon the distribution of the
related junior subordinated notes.

Information Concerning the Guarantee Trustee

   Prior to the occurrence of an event of default relating to a guarantee, the
guarantee trustee is required to perform only the duties that are specifically
set forth in such guarantee. Following the occurrence and during the
continuance of an event of default, the guarantee trustee will exercise the
same degree of care and skill as a prudent person would exercise under the
circumstances in the conduct of his or her own affairs. Provided that the
foregoing requirements have been met, the

                                      36



guarantee trustee is under no obligation to exercise any of the powers vested
in it by the guarantee, unless offered reasonable indemnity against the costs,
expenses and liabilities which might be incurred thereby.

   We and certain of our affiliates have from time to time maintained deposit
accounts and conducted other banking transactions with the guarantee trustee
and its affiliated entities in the ordinary course of business. The guarantee
trustee also serves as trustee for certain series of our outstanding
indebtedness under other indentures.

Governing Law

   The guarantees will be governed by and construed in accordance with the
internal laws of the state of New York.

                        EFFECT OF OBLIGATIONS UNDER THE
                  JUNIOR SUBORDINATED NOTES AND THE GUARANTEE

   The sole purpose of a Trust is to issue the trust securities and to invest
the proceeds in the corresponding junior subordinated notes. As long as
payments of interest and other payments are made when due on the applicable
series of junior subordinated notes, those payments will be sufficient to cover
the distributions and payments due on the related trust securities. This is due
to the following factors:

  .  the aggregate principal amount of such junior subordinated notes will be
     equal to the sum of the aggregate stated liquidation amount of such trust
     securities;

  .  the interest rate and the interest and other payment dates on such junior
     subordinated notes will be the same as the distribution rate and
     distribution and other payment dates for such trust securities;

  .  under the junior subordinated indenture, we will pay, and the applicable
     Trust will not be obligated to pay, directly or indirectly, all costs,
     expenses, debts and obligations of such Trust, other than those relating
     to such trust securities; and

  .  the applicable declaration of trust further provides that the regular
     trustees may not cause or permit the Trust to engage in any activity that
     is not consistent with the purposes of the Trust.

   We guarantee payments of distributions and other payments due on capital
securities of the Trust only to the extent that funds are available in a Trust.
If we do not make interest or other payments on the applicable series of junior
subordinated notes, the related Trust will not have sufficient funds to pay
distributions or other payments on the capital securities. The guarantee does
not apply to any payment of distributions unless and until such Trust has
sufficient funds for the payment of such distributions.

   A holder of capital securities may institute a direct action against us if
we fail to make interest or other payments on the junior subordinated notes
when due, taking account of any extension period. A direct action may be
brought without first:

  .  directing the property trustee to enforce the terms of the corresponding
     junior subordinated notes, or

  .  suing us to enforce the property trustee's rights under such junior
     subordinated notes.

In connection with such direct action, we will be subrogated to the rights of
such holder of capital securities under the applicable declaration of trust to
the extent of any payment made by us to such holder of capital securities.
Consequently, we will be entitled to payment of amounts that a holder of
capital securities receives in respect of an unpaid distribution to the extent
that such holder has already received payment relating to such unpaid
distribution from such Trust.

                                      37



   The guarantee trustee will enforce the capital securities guarantees on
behalf of the holders of the capital securities. If we fail to make payments
under a guarantee, the holders of the related capital securities may direct the
guarantee trustee to enforce its rights under such guarantee. If the guarantee
trustee fails to enforce the guarantee, any holder of related capital
securities may directly sue us to enforce the guarantee trustee's rights under
the guarantee. Such holder need not first sue the applicable Trust, the
guarantee trustee, or any other person or entity. A holder of capital
securities may also directly sue us to enforce such holder's right to receive
payment under the guarantee. Such holder need not first direct the guarantee
trustee to enforce the terms of the guarantee or sue such Trust or any other
person or entity.

                     UNITED STATES FEDERAL INCOME TAXATION

   The following is a general discussion of the material United States federal
income tax considerations that may be relevant to a beneficial owner of capital
securities. The summary is based on laws, regulations, rulings and decisions
now in effect, all of which are subject to change, possibly with retroactive
effect. This summary deals only with a beneficial owner of capital securities
that purchases the capital securities upon original issuance and who will hold
the capital securities as capital assets. This summary does not address tax
considerations applicable to investors to whom special tax rules may apply,
such as banks, tax-exempt entities, insurance companies, regulated investment
companies, common trust funds, dealers in securities or currencies, persons
that will hold the capital securities as part of an integrated investment,
including a straddle or conversion transaction, comprised of a capital security
and one or more other positions or United States holders (as defined below)
that have a functional currency other than the U.S. dollar.

   For purposes of this discussion, a "United States holder" is a beneficial
owner of capital securities that is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in or under the
laws of the United States, any state thereof or the District of Columbia, an
estate the income of which is subject to United States federal income taxation
regardless of its source or a trust if a United States court is able to
exercise primary supervision over the trust's administration and one or more
United States persons have the authority to control all of the trust's
substantial decisions. The term "non-United States holder" means a beneficial
owner of capital securities that is not a United States holder.

   Investors should consult their own tax advisors in determining the tax
consequences to them of purchasing, holding and disposing of capital
securities, including the application to their particular situation of the
United States federal income tax considerations discussed below, as well as the
application of state, local, foreign or other tax laws.

Classification of the Junior Subordinated Notes

   In connection with the issuance of the junior subordinated notes, Stroock &
Stroock & Lavan LLP, special tax counsel to Bank of America and the Trusts,
will render its opinion generally to the effect that, under then current law
and assuming full compliance with the terms of the indenture and other relevant
documents, and based on the facts and assumptions contained in such opinion,
the junior subordinated notes held by the Trusts will be classified for United
States federal income tax purposes as indebtedness of Bank of America.

Classification of the Trusts

   In connection with the issuance of the capital securities, Stroock & Stroock
& Lavan LLP will render its opinion generally to the effect that, under then
current law and assuming full compliance with the terms of the declaration, the
indenture and other relevant documents, and based on the facts and assumptions
contained in such opinion, each Trust will be classified for

                                      38



United States federal income tax purposes as a grantor trust and not as an
association taxable as a corporation. Accordingly, for United States federal
income tax purposes, each holder of capital securities of a Trust generally
will be considered the owner of an undivided interest in the junior
subordinated notes owned by such Trust, and each holder will be required to
include in its gross income, in accordance with its method of accounting, all
interest or original issue discount ("OID") earned, and any gain recognized,
with respect to its allocable share of the junior subordinated notes.

United States Holders

   Interest Income and OID. Under the terms of the junior subordinated
debenture, Bank of America has the ability to defer payments of interest on the
junior subordinated notes by extending the interest payment period. However, if
that option is exercised, Bank of America would be prevented from declaring or
paying dividends on its stock and from making any payments on debt securities
that rank pari passu with or junior to the junior subordinated notes. Under
applicable Treasury regulations, a "remote" contingency that stated interest
will not be timely paid will be ignored in determining whether a debt
instrument is issued with OID. Because of the payments limitations described in
the second preceding sentence, Bank of America believes, and this discussion
assumes, that the likelihood Bank of America will exercise its option to defer
payments is remote within the meaning of the regulations. Accordingly, the
junior subordinated notes will not be treated as having been issued with OID
and each holder of capital securities should include in gross income such
holder's allocable share of interest on the junior subordinated notes in
accordance with such holder's method of tax accounting. It should be noted,
however, that no rulings or other guidance has been issued by the Internal
Revenue Service ("IRS") addressing the meaning of the term "remote" as used in
these Treasury regulations. Thus, it is possible that the IRS could take a
position contrary to the interpretation described above.

   In contrast, if the option to defer any payment of interest was determined
not to be "remote," or if Bank of America exercised such option, the junior
subordinated notes would be treated as issued with OID. In that case, all
stated interest (or remaining stated interest, if the deferral option was
exercised) on the junior subordinated notes would be treated as OID and would
have to be included in a United States holder's taxable income on an economic
accrual basis without regard to whether any cash payments were received and
without regard to such holder's method of tax accounting. Consequently, during
an extension period, a holder of capital securities would be required to
include OID in gross income even though Bank of America would not make any
actual cash payments.

   Because income on the capital securities will constitute interest or OID,
corporate holders of capital securities are not entitled to a
dividends-received deduction for any income received or accrued on the capital
securities.

   Receipt of Junior Subordinated Notes or Cash Upon Liquidation of Trusts.
Under certain circumstances described in this prospectus, junior subordinated
notes may be distributed to holders in exchange for capital securities upon the
liquidation of the Trusts. See "Description of the Capital Securities --
Liquidation Distribution Upon Dissolution." Under current law, such a
distribution would be treated, for United States federal income tax purposes,
as a non-taxable event to each United States holder, and each United States
holder would receive an aggregate tax basis in the junior subordinated notes
received that is equal to such holder's aggregate tax basis in the capital
securities exchanged. A United States holder's holding period in the junior
subordinated notes received in liquidation of the Trusts would include the
period during which the capital securities were held by such holder.

   Under certain circumstances described in this prospectus, the junior
subordinated notes may be redeemed for cash and the proceeds of such redemption
distributed by the Trusts to holders in

                                      39



redemption of their capital securities. Under current law, such a redemption
would, for United States federal income tax purposes, constitute a taxable
disposition of the redeemed capital securities. Accordingly, a United States
holder could recognize gain or loss as if it had sold such redeemed capital
securities for cash. See "Description of the Capital Securities" and "United
States Federal Income Taxation -- Sales of Capital Securities."

   Sales of Capital Securities. A United States holder that sells capital
securities will be considered to have disposed of all or part of its ratable
share of the junior subordinated notes. Such a United States holder will
recognize gain or loss equal to the difference between its adjusted tax basis
in the capital securities and the amount realized on the sale of such capital
securities. Assuming that Bank of America does not exercise its option to defer
payment of interest on the junior subordinated notes and that the junior
subordinated notes are not deemed to be issued with OID, a United States
holder's adjusted tax basis in the capital securities generally will be its
initial purchase price. If the junior subordinated notes are deemed to be
issued with OID, a United States holder's tax basis in the capital securities
generally will be its initial purchase price, increased by OID previously
includible in such United States holder's gross income to the date of
disposition and decreased by distributions or other payments received on the
capital securities since and including the date that the junior subordinated
notes were deemed to be issued with OID. Such gain or loss generally will be a
capital gain or loss, except to the extent of any accrued interest relating to
such United States holder's ratable share of the junior subordinated notes
required to be included in income, and generally will be a long-term capital
gain or loss if the capital securities have been held for more than one year.

   If Bank of America exercises its option to defer payment of interest on the
junior subordinated notes, the capital securities may trade at a price that
does not fully reflect the accrued but unpaid interest relating to the
underlying junior subordinated notes. In the event of such a deferral, a United
States holder who disposes of its capital securities between record dates for
payments of distributions will be required to include in income as ordinary
income accrued but unpaid interest on the junior subordinated notes to the date
of disposition and to add such amount to the adjusted tax basis of its capital
securities. To the extent the selling price is less than the holder's adjusted
tax basis, such holder will recognize a capital loss. Capital losses generally
cannot be applied to offset ordinary income for United States federal income
tax purposes.

   Information Reporting and Backup Withholding. Generally, income on the
capital securities will be reported to the IRS and to holders on Forms
1099-INT, which forms should be mailed to holders of capital securities by
January 31 following each calendar year. In addition, United States holders may
be subject to a 30.5% backup withholding tax (to be reduced gradually to 28%
effective 2006 and increased to 31% effective 2011) on such payments if they do
not provide their taxpayer identification numbers to the trustee in the manner
required, fail to certify that they are not subject to backup withholding tax,
or otherwise fail to comply with applicable backup withholding tax rules.
United States holders may also be subject to information reporting and backup
withholding tax with respect to the proceeds from a sale, exchange, retirement
or other taxable disposition of the capital securities.

Non-United States Holders

   Under current United States federal income tax law, payments of principal
and interest, including OID, with respect to a capital security that are made
to a non-United States holder will not be subject to withholding of United
States federal income tax, provided that:

    .  the holder of the capital security does not actually or constructively
       own 10% or more of the total combined voting power of all classes of
       stock of Bank of America entitled to vote;

    .  the holder of the capital security is not a controlled foreign
       corporation related to Bank of America through stock ownership;


                                      40



    .  the holder of the capital security is not a bank receiving interest on
       an extension of credit made pursuant to a loan agreement entered into in
       the ordinary course of its trade or business; and

    .  the holder of the capital security provides a statement signed under
       penalties of perjury that includes its name and address and certifies
       that it is a non-United States holder in compliance with applicable
       requirements and satisfies documentary evidence requirements for
       establishing that it is a non-United States holder.

Moreover, a non-United States holder will not be subject to United States
federal income tax on gain realized on the sale, exchange, retirement or other
taxable disposition of a capital security, unless, in the case of an
individual, such holder is present in the United States for 183 days or more in
the taxable year of the retirement or disposition and certain other conditions
are met. However, a non-United States holder that is subject to United States
federal income taxation on a net income basis generally will be taxable under
the same rules that govern the taxation of a United States holder receiving or
accruing interest on a capital security or realizing or recognizing gain or
loss on the sale, exchange, retirement or other taxable disposition of a
capital security. Special rules might also apply to a non-United States holder
that is a qualified resident of a country with which the United States has an
income tax treaty.

   United States information reporting requirements and backup withholding tax
will not apply to payments on a capital security if the beneficial owner (1)
certifies its non-United States status under penalties of perjury and also
satisfies documentary evidence requirements for establishing that it is a
non-United States person, or (2) otherwise establishes an exemption. In
addition, information reporting requirements and backup withholding tax will
not apply to any payment of the proceeds of the sale of a capital security
effected outside the United States by a foreign office of a foreign broker,
provided that such broker derives less than 50% of its gross income for
particular periods from the conduct of a trade or business in the United
States, is not a controlled foreign corporation for United States federal
income tax purposes, and is not a foreign partnership that, at any time during
its taxable year is 50% or more, by income or capital interest, owned by United
States holders or is engaged in the conduct of a United States trade or
business. Backup withholding tax will also not apply to the payment of the
proceeds of the sale of a capital security effected outside the United States
by a foreign office of any other foreign or any U.S. broker. However,
information reporting requirements will be applicable to such payment unless
(1) such broker has documentary evidence in its records that the beneficial
owner is a non-United States person and other conditions are met or (2) the
beneficial owner otherwise establishes an exemption.

   Information reporting requirements and backup withholding tax will apply to
the payment of the proceeds of a sale of a capital security by the United
States office of a broker, unless the beneficial owner certifies its non-United
States person status under penalties of perjury or otherwise establishes an
exemption.

   For purposes of applying the above rules for non-United States holders to a
person or entity that is treated as fiscally transparent, e.g., nominees,
partnerships and certain trusts, the holder means each of the ultimate
beneficial owners of the capital securities. In addition, the fiscally
transparent person or entity will be required to provide the payor with a
properly completed and executed IRS Form W-8IMY.

   THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A
HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS
RELATING TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS.

                                      41



                             PLAN OF DISTRIBUTION


   We and the Trusts may sell the securities offered under this prospectus to
or through underwriters or dealers, through agents or directly to other
purchasers. The underwriters, dealers or agents may be Banc of America
Securities LLC or any of our other affiliates. Each prospectus supplement will
state the terms of the securities to be offered, including the names of any
underwriters or agents, the public offering or purchase price of the securities
and the net proceeds we will receive from the sale, any underwriting discounts
and other items constituting underwriters' compensation, any discounts and
commissions allowed or paid to dealers, any commissions allowed or paid to
agents, and if the securities will be listed on a securities exchange or
exchanges, the identity of any exchange.

   Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through
one or more underwriters acting alone. The underwriters may acquire the
securities for their own account and may resell the securities from time to
time in one or more transactions, including negotiated transactions, at a fixed
public offering price or varying prices determined at the time of sale. If an
underwriting syndicate is used, we will list the managing underwriter or
underwriters on the cover page of the prospectus supplement. Unless otherwise
stated in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions and each of the
underwriters will be obligated to purchase all of its securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

   We and the Trusts may offer and sell securities through agents from time to
time. We will name any agent involved in the offer and sale of any securities
and describe any commissions payable by us to the agent in the prospectus
supplement. Unless otherwise indicated in the prospectus supplement, the agent
will be acting on a best efforts basis during the appointment period.

   We and the Trusts may sell directly to, and solicit orders from,
institutional investors or others who may be deemed to be underwriters as
defined in the Securities Act for any resale of the securities. We will
describe the terms of any such sales in the prospectus supplement.

   Securities may be sold in connection with a remarketing after their purchase
by one or more firms including our affiliates, acting as principal for their
accounts or as our agent.

   Any underwriter or agent participating in the distribution of the securities
may be considered to be an underwriter, as that term is defined in the
Securities Act, of the securities being offered and sold. Any discounts or
commissions received by them from us or a Trust and any profit realized by them
on the sale or resale of the securities may be considered to be underwriting
discounts and commissions under the Securities Act.

   To facilitate offering the securities, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
securities or any other securities the prices of which may be used to determine
payments on such securities. Specifically, the underwriters may overallot in
connection with offering, creating a short position in the securities for their
own accounts. In addition, to cover overallotments or to stabilize the price of
the securities or of any other securities, the underwriters may bid for, and
purchase, the securities or any other securities in the open market. Finally,
in any offering of the securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the securities in the offering if the
syndicate repurchases previously distributed securities in transactions to
cover syndicate short positions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
securities above independent market levels. The underwriters are not required
to engage in these activities, and may end any of these activities at any time.


                                      42



   Since any series of securities offered and sold pursuant to this prospectus
may be a new issue with no established trading market, there may not be a
liquid trading market for the security.

   Under agreements entered into with us or a Trust, underwriters and agents
may be entitled to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act, or to contribution for payments
the underwriters or agents may be required to make.

   Banc of America Securities LLC is a broker-dealer and one of our
subsidiaries and, as such, an affiliate of the Trusts. Each initial offering
and any remarketing of securities involving Banc of America Securities LLC or
any of our other affiliates will be conducted in compliance with the
requirements of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. regarding the offer and sale of securities of an
affiliate. Following the initial distribution of securities, our affiliates,
including Banc of America Securities LLC, may buy and sell the securities in
secondary market transactions as part of their business as a broker-dealer. Any
sale will be at negotiated prices relating to prevailing prices at the time of
sale. This prospectus and related prospectus supplements may be used by one or
more of our affiliates in connection with offers and sales related to secondary
market transactions in the securities to the extent permitted by applicable
law. Any of our affiliates may act as principal or agent in such transactions.
Neither Banc of America Securities LLC nor any other member of the National
Association of Securities Dealers, Inc. will execute a transaction in the
securities in a discretionary account without specific prior written approval
of that customer.

   The underwriters, agents and their affiliates may engage in financial or
other business transactions with us and our subsidiaries in the ordinary course
of business.

   The maximum underwriting concession or discount to be received by any member
of the National Association of Securities Dealers, Inc. or independent
broker-dealer will not be greater than eight percent of the initial gross
proceeds of the securities sold.

                                 LEGAL MATTERS

   Certain matters of Delaware law relating to the validity of the capital
securities will be passed upon on behalf of the Trusts by Richards, Layton &
Finger, P.A., special Delaware counsel to the Trusts. The validity of the
junior subordinated notes and the guarantees and certain matters relating
thereto will be passed upon for Bank of America by Smith Helms Mulliss & Moore,
L.L.P. and for the underwriters by Stroock & Stroock & Lavan LLP. Certain
United States federal income tax matters will be passed upon for Bank of
America and the Trusts by Stroock & Stroock & Lavan LLP, special tax counsel to
Bank of America and the Trusts. Smith Helms Mulliss & Moore, L.L.P. and Stroock
& Stroock & Lavan LLP will rely on the opinion of Richards, Layton & Finger,
P.A. as to matters of Delaware law. As of the date of this prospectus, certain
members of Smith Helms Mulliss & Moore, L.L.P. beneficially owned less than
one-tenth of 1% of our outstanding shares of common stock.

                                    EXPERTS

   Our consolidated financial statements incorporated in this prospectus by
reference to our annual report on Form 10-K for the year ended December 31,
2000 have been incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                      43



                                   PART II.

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

   The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:

                             
Securities Act Registration Fee $  500,000
NASD Fee.......................     30,000
Printing and Engraving Expenses    350,000
Legal Fees and Expenses........    450,000
Accounting Fees and Expenses...    100,000
Blue Sky Fees and Expenses.....     30,000
Trustee Fees...................    350,000
Rating Agency Fees and Expenses    120,000
Miscellaneous..................     25,000
                                ----------
                                $1,955,000

                                ==========



Item 15. Indemnification of Directors and Officers

   Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Subsection (b) of
Section 145 of the DGCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of
the capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in accordance with
the above standards, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which the action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery or such other
court shall deem proper.

   Section 145 of the DGCL further provides that, to the extent that a director
or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and
(b) of Section 145, or in the defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith; and
that

                                     II-1



indemnification provided by, or granted pursuant to, Section 145 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled. Section 145 further empowers the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under
Section 145 of the DGCL.

   Section 102(b)(7) of the DGCL permits a corporation's certificate of
incorporation to contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that such
provision shall not eliminate or limit the liability of a director for (i) any
breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of the law; (iii) willful or
negligent unlawful payment of a dividend or stock purchase or redemption; or
(iv) any transaction from which the director derived an improper personal
benefit.

   The Restated Certificate of Incorporation of Bank of America Corporation
(the "Corporation") eliminates the ability to recover monetary damages against
directors of the Corporation for breach of fiduciary duty to the fullest extent
permitted by the DGCL. In accordance with the provisions of the DGCL, the
Bylaws of the Corporation provide that, in addition to the indemnification of
directors and officers otherwise provided by the DGCL, the Corporation shall,
under certain circumstances, indemnify its directors, executive officers and
certain other designated officers against any and all liability and litigation
expense, including reasonable attorneys' fees, arising out of their status or
activities as directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time known or
believed by such director or officer to be in conflict with the best interests
of the Corporation. Pursuant to such Bylaws and as authorized by statute, the
Corporation may also maintain, and does maintain, insurance on behalf of its
directors and officers against liability asserted against such persons in such
capacity whether or not such directors or officers have the right to
indemnification pursuant to the Bylaws or otherwise.

   In addition, pursuant to the Agreement and Plan of Reorganization dated as
of April 10, 1998 (the "Merger Agreement") between the Corporation, formerly
NationsBank Corporation ("NationsBank") and the former BankAmerica Corporation
("old BankAmerica"), for six years after September 30, 1998 (the date of the
consummation of the merger of old BankAmerica with and into the Corporation
(the "Merger")), the Corporation will indemnify directors, officers and
employees of old BankAmerica, NationsBank, or any of their respective
subsidiaries against certain liabilities in connection with such persons'
status as such or in connection with the Merger Agreement or any of the
transactions contemplated thereby. Pursuant to the Merger Agreement, the
Corporation will also, for six years after September 30, 1998 and with respect
to events occurring prior to the consummation of the Merger, honor all rights
to indemnification and limitations of liability existing in favor of the
foregoing persons as provided in the governing documents of NationsBank, old
BankAmerica or their respective subsidiaries.

   Pursuant to the Merger Agreement, for six years after September 30, 1998,
the Corporation will also use its best efforts to cause the directors and
officers of old BankAmerica and NationsBank to be covered by a directors' and
officers' liability insurance policy with respect to acts or omissions
occurring prior to the consummation of the Merger.

   The foregoing is only a general summary of certain aspects of Delaware law
dealing with indemnification of directors and officers and does not purport to
be complete. It is qualified in its

                                     II-2



entirety by reference to the relevant statutes which contain detailed specific
provisions regarding the circumstances under which and the persons for whose
benefit indemnification shall or may be made.

   The respective Declarations of Trust of BAC Capital Trust I, BAC Capital
Trust II, BAC Capital Trust III and BAC Capital Trust IV (each a "Trust" and
together the "Trusts") provide that to the fullest extent permitted by
applicable law, the Corporation shall indemnify each of the regular trustees of
the respective Trust, any affiliate of any such regular trustee, any officer,
director, shareholder, member, partner, employee, representative or agent of
any such regular trustee, or any employee or agent of the Trust or its
affiliates (each a "Company Indemnified Person"), who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Declarations of Trust also provide that, to the fullest
extent permitted by applicable law, expenses (including reasonable attorneys'
fees and expenses) incurred by a Company Indemnified Person in defending such a
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such Company Indemnified Person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in the Declaration of Trust. The Declarations of Trust further
provide that no Company Indemnified Person, the Delaware Trustee (as defined
therein), any affiliate of the Delaware Trustee, and any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Delaware Trustee (collectively, with a Company
Indemnified Person, an "Indemnified Person"), shall not be liable, responsible
or accountable in damages or otherwise to the Trust or any Covered Person (as
defined therein) for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
the Declaration of Trust or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's gross negligence or willful misconduct with respect to
such acts or omissions.

   In addition, certain sections of the form of Underwriting Agreement filed as
an Exhibit hereto provide for indemnification of the Corporation and the Trusts
and their directors and officers by the underwriters or agents against certain
liabilities, including certain liabilities under the Securities Act. From time
to time similar provisions have been contained in other agreements relating to
other securities of the Corporation.

Item 16. List of Exhibits

 
     1.1 Form of Underwriting Agreement for offering of capital securities*
     4.1 Certificate of Trust of BAC Capital Trust I
     4.2 Certificate of Trust of BAC Capital Trust II
     4.3 Certificate of Trust of BAC Capital Trust III
     4.4 Certificate of Trust of BAC Capital Trust IV
     4.5 Declaration of Trust of BAC Capital Trust I
     4.6 Declaration of Trust of BAC Capital Trust II

     

                                     II-3



  
4.7. Declaration of Trust of BAC Capital Trust III
4.8  Declaration of Trust of BAC Capital Trust IV
4.9  Form of Amended and Restated Declaration of Trust for each BAC Capital Trust
4.10 Indenture between Bank of America Corporation and The Bank of New York, as Trustee


  
4.11 Form of Supplemental Indenture to be used in connection with the issuance of Junior
     Subordinated Notes
4.12 Form of Preferred Security (included in 4.9 above)
4.13 Form of Junior Subordinated Note (included in 4.11 above)
4.14 Form of Guarantee with respect to Capital Securities issued by the respective BAC Capital
     Trusts
5.1  Opinion of Smith Helms Mulliss & Moore, L.L.P.
5.2  Opinion of Richards, Layton & Finger, P.A.
8.1  Opinion of Stroock & Stroock & Lavan LLP
12.1 Calculation of Ratios of Earnings to Fixed Charges, incorporated herein by reference to
     Exhibit 12(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
     June 30, 2001 (File No. 1-6523)
12.2 Calculation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends,
     incorporated herein by reference to Exhibit 12(b) to the Registrant's Quarterly Report on
     Form 10-Q for the quarter ended June 30, 2001 (File No. 1-6523)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1)
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.4 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1)
24.1 Power of Attorney
24.2 Certified Resolutions
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Indenture Trustee under the Indenture
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Property Trustee under the Amended and Restated Declaration of Trust of
     BAC Capital Trust I
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Property Trustee under the Amended and Restated Declaration of Trust of
     BAC Capital Trust II
25.4 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Property Trustee under the Amended and Restated Declaration of Trust of
     BAC Capital Trust III
25.5 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Property Trustee under the Amended and Restated Declaration of Trust of
     BAC Capital Trust IV
25.6 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Guarantee Trustee under the Capital Securities Guarantee of Bank of
     America Corporation for the benefit of the holders of Capital Securities of BAC Capital
     Trust I
25.7 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Preferred Guarantee Trustee under the Capital Securities Guarantee of Bank
     of America Corporation for the benefit of the holders of Capital Securities of BAC Capital
     Trust II
25.8 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Preferred Guarantee Trustee under the Capital Securities Guarantee of Bank
     of America Corporation for the benefit of the holders of Capital Securities of BAC Capital
     Trust III



                                     II-4



  
25.9 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
     New York, as Preferred Guarantee Trustee under the Capital Securities Guarantee of Bank
     of America Corporation for the benefit of the holders of Capital Securities of BAC Capital
     Trust IV


  
99.1 Provisions of Delaware General Corporation Law relating to indemnification of directors
     and officers, incorporated herein by reference to Exhibit 99.1 of the Registrant's
     Registration Statement on Form S-3 (Registration No. 333-83503)


--------
* To be filed by amendment

Item 17. Undertakings.

   Each of the undersigned Registrants hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
   post-effective amendment to the Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the Registration Statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total
       dollar value of securities offered would not exceed that which was
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate, the
       changes in volume and price represent no more than a 20% change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective Registration Statement; and

          (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the Registration Statement or
       any material change to such information in the Registration Statement.

      provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
   if the Registration Statement is on Form S-3 or Form S-8 and the information
   required to be included in a post-effective amendment by those paragraphs is
   contained in periodic reports filed by the Registrant pursuant to Section 13
   or Section 15(d) of the Exchange Act that are incorporated by reference in
   the Registration Statement.

      (2) That, for the purpose of determining any liability under the
   Securities Act, each such post-effective amendment shall be deemed to be a
   new registration statement relating to the securities offered therein, and
   the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

   The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.


                                     II-5



   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of a Registrant
pursuant to the foregoing provisions, or otherwise, the Registrants have been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a Registrant of expenses incurred or
paid by a director, officer or controlling person of a Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, that Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

   Each Registrant hereby undertakes (1) to use its best efforts to distribute
prior to the opening of bids, to prospective bidders, underwriters, and
dealers, a reasonable number of copies of a prospectus which at that time meets
the requirements of Section 10(a) of the Securities Act, and relating to the
securities offered at competitive bidding, as contained in the Registration
Statement, together with any supplements thereto, and (2) to file an amendment
to the Registration Statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by any Registrant after the
opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by
any Registrant and no reoffering of such securities by the purchasers is
proposed to be made.

   Each Registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with
the rules and regulations prescribed by the Commission under Section 305(b)(2)
of the Trust Indenture Act.

   The undersigned Registrants hereby undertake that:

      (1) For purposes of determining any liability under the Securities Act,
   the information omitted from the form of prospectus filed as part of this
   Registration Statement in reliance upon Rule 430A and contained in a form of
   prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or
   497(h) under the Securities Act shall be deemed to be part of this
   Registration Statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Securities
   Act, each post-effective amendment that contains a form of prospectus shall
   be deemed to be a new Registration Statement relating to the securities
   offered therein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

                                     II-6



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, North Carolina, on October 4, 2001.

                                          BANK OF AMERICA CORPORATION

                                          By:     * KENNETH D. LEWIS

                                             -----------------------------------
                                          Kenneth D. Lewis
                                             Chairman of the Board, Chief
                                             Executive Officer and President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



      Signature                            Title                           Date
      ---------                            -----                           ----
                                                                

 * KENNETH D. LEWIS   Chairmanof the Board, Chief                     October 4, 2001
---------------------         Executive Officer, President
  Kenneth D. Lewis            and Director (Principal
                              Executive Officer)

* JAMES H. HANCE. JR. ViceChairman, Chief Financial                   October 4, 2001
---------------------     Officer and Director
 James H. Hance, Jr.      (Principal Financial Officer)

   * MARC D. OKEN     ExecutiveVice President and                     October 4, 2001
---------------------          Principal Financial Executive
    Marc D. Oken               (Principal Accounting
                               Officer)

   * JOHN R. BELK     Director                                        October 4, 2001
---------------------
    John R. Belk

 * CHARLES W. COKER   Director                                        October 4, 2001
---------------------
  Charles W. Coker

  * FRANK DOWD, IV    Director                                        October 4, 2001
---------------------
   Frank Dowd, IV

--------------------- Director                                                 , 2001
 Kathleen Feldstein

    * PAUL FULTON     Director                                        October 4, 2001
---------------------
     Paul Fulton

--------------------- Director                                                 , 2001
   Donald E. Guinn


                                     II-7



      Signature         Title        Date
      ---------         -----        ----

   * C. RAY HOLMAN     Director October 4, 2001
----------------------
    C. Ray Holman

  * WALTER E. MASSEY   Director October 4, 2001
----------------------
   Walter E. Massey

 * C. STEVEN MCMILLAN  Director October 4, 2001
----------------------
  C. Steven McMillan

* PATRICIA E. MITCHELL Director October 4, 2001
----------------------
 Patricia E. Mitchell

* O. TEMPLE SLOAN, JR. Director October 4, 2001
----------------------
 O. Temple Sloan, Jr.

* MEREDITH R. SPANGLER Director October 4, 2001
----------------------
 Meredith R. Spangler

---------------------- Director          , 2001
   Ronald Townsend

 * PETER V. UEBERROTH  Director October 4, 2001
----------------------
  Peter V. Ueberroth

   * JACKIE M. WARD    Director October 4, 2001
----------------------
    Jackie M. Ward

 * VIRGIL R. WILLIAMS  Director October 4, 2001
----------------------
  Virgil R. Williams

                             /S/ CHARLES M. BERGER
*By: __________________________________________________________________________
                               Charles M. Berger
                               Attorney-in-Fact

                                     II-8



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of Charlotte, North Carolina, on October 4, 2001.

                                          BAC CAPITAL TRUST I

                                          By:     /s/ James T. Houghton

                                             -----------------------------------
                                             James T. Houghton
                                             Regular Trustee

                                          By:       /s/ Karen A. Gosnell

                                             -----------------------------------
                                             Karen A. Gosnell
                                             Regular Trustee

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of Charlotte, North Carolina, on October 4, 2001.

                                          BAC CAPITAL TRUST II

                                          By:        /s/ James T. Houghton

                                             -----------------------------------
                                             James T. Houghton
                                             Regular Trustee

                                          By:        /s/ Karen A. Gosnell

                                             -----------------------------------
                                             Karen A. Gosnell
                                             Regular Trustee

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of Charlotte, North Carolina, on October 4, 2001.

                                          BAC CAPITAL TRUST III

                                          By:       /s/ James T. Houghton

                                             -----------------------------------
                                             James T. Houghton
                                             Regular Trustee

                                          By:       /s/ Karen A. Gosnell

                                             -----------------------------------
                                             Karen A. Gosnell
                                             Regular Trustee

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of Charlotte, North Carolina, on October 4, 2001.

                                          BAC CAPITAL TRUST IV

                                          By:        /s/ James T. Houghton

                                             -----------------------------------
                                             James T. Houghton
                                             Regular Trustee

                                          By:       /s/ Karen A. Gosnell

                                             -----------------------------------
                                             Karen A. Gosnell
                                             Regular Trustee

                                     II-9



                                 EXHIBIT INDEX




Exhibit
Number                                         Description
------                                         -----------
     
 1.1    Form of Underwriting Agreement for offering of capital securities*
 4.1    Certificate of Trust of BAC Capital Trust I
 4.2    Certificate of Trust of BAC Capital Trust II
 4.3    Certificate of Trust of BAC Capital Trust III
 4.4    Certificate of Trust of BAC Capital Trust IV
 4.5    Declaration of Trust of BAC Capital Trust I
 4.6    Declaration of Trust of BAC Capital Trust II
 4.7    Declaration of Trust of BAC Capital Trust III
 4.8    Declaration of Trust of BAC Capital Trust IV
 4.9    Form of Amended and Restated Declaration of Trust for each BAC Capital Trust
 4.10   Indenture between Bank of America Corporation and The Bank of New York, as Trustee
 4.11   Form of Supplemental Indenture to be used in connection with the issuance of Junior
        Subordinated Notes
 4.12   Form of Preferred Security (included in 4.9 above)
 4.13   Form of Junior Subordinated Note (included in 4.11 above)
 4.14   Form of Guarantee with respect to Capital Securities issued by the respective BAC
        Capital Trusts
 5.1    Opinion of Smith Helms Mulliss & Moore, L.L.P.
 5.2    Opinion of Richards, Layton & Finger, P.A.
 8.1    Opinion of Stroock & Stroock & Lavan LLP
 12.1   Calculation of Ratios of Earnings to Fixed Charges, incorporated herein by reference to
        Exhibit 12(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
        June 30, 2001 (File No. 1-6523)
 12.2   Calculation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends,
        incorporated herein by reference to Exhibit 12(b) to the Registrant's Quarterly Report on
        Form 10-Q for the quarter ended June 30, 2001 (File No. 1-6523)
 23.1   Consent of PricewaterhouseCoopers LLP
 23.2   Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1)
 23.3   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
 23.4   Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1)
 24.1   Power of Attorney
 24.2   Certified Resolutions
 25.1   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Indenture Trustee under the Indenture
 25.2   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Property Trustee under the Amended and Restated Declaration of Trust
        of BAC Capital Trust I
 25.3   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Property Trustee under the Amended and Restated Declaration of Trust
        of BAC Capital Trust II
 25.4   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Property Trustee under the Amended and Restated Declaration of Trust
        of BAC Capital Trust III
 25.5   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Property Trustee under the Amended and Restated Declaration of Trust
        of BAC Capital Trust IV
 25.6   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Guarantee Trustee under the Capital Securities Guarantee of Bank of
        America Corporation for the benefit of the holders of Capital Securities of BAC Capital
        Trust I






Exhibit
Number                                        Description
------                                        -----------
     
 25.7   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Preferred Guarantee Trustee under the Capital Securities Guarantee of
        Bank of America Corporation for the benefit of the holders of Capital Securities of BAC
        Capital Trust II
 25.8   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Preferred Guarantee Trustee under the Capital Securities Guarantee of
        Bank of America Corporation for the benefit of the holders of Capital Securities of BAC
        Capital Trust III
 25.9   Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank
        of New York, as Preferred Guarantee Trustee under the Capital Securities Guarantee of
        Bank of America Corporation for the benefit of the holders of Capital Securities of BAC
        Capital Trust IV
 99.1   Provisions of Delaware General Corporation Law relating to indemnification of directors
        and officers, incorporated herein by reference to Exhibit 99.1 of the Registrant's
        Registration Statement on Form S-3 (Registration No. 333-83503)

--------
* to be filed by amendment

EX-4.1

                                                                     Exhibit 4.1

                              CERTIFICATE OF TRUST

     The undersigned, the trustees of BAC Capital Trust I, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C.(S) 3810,
                                                           ---- --
hereby certify as follows:

          (a)  The name of the business trust being formed hereby (the "Trust")
               is "BAC Capital Trust I."

          (b)  The name and business address of the trustee of the Trust which
               has its principal place of business in the State of Delaware is
               as follows:

                                The Bank of New York (Delaware)
                                502 White Clay Center, Route 273
                                Newark, Delaware 19711

          (c)  This Certificate of Trust shall be effective as of the date of
               filing.

     Dated: September 26, 2001



                                      /s/ JAMES T. HOUGHTON
                                      -----------------------------------
                                      Name:  James T. Houghton
                                      Title: Regular Trustee


                                      /s/ KAREN A. GOSNELL
                                      -----------------------------------
                                      Name:  Karen A. Gosnell
                                      Title:  Regular Trustee



                                      THE BANK OF NEW YORK (DELAWARE), as
                                      Delaware Trustee

                                      By:/s/ JOHN NICHOLS
                                         --------------------------------
                                      Name:
                                      Title:

EX-4.2

                                                                     Exhibit 4.2

                              CERTIFICATE OF TRUST

     The undersigned, the trustees of BAC Capital Trust II, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C.(S) 3810,
                                                           ---- --
hereby certify as follows:

               (a)  The name of the business trust being formed hereby (the
                    "Trust") is "BAC Capital Trust II."

               (b)  The name and business address of the trustee of the Trust
                    which has its principal place of business in the State of
                    Delaware is as follows:

                                  The Bank of New York (Delaware)
                                  502 White Clay Center, Route 273
                                  Newark, Delaware 19711

               (c)  This Certificate of Trust shall be effective as of the date
                    of filing.

     Dated: September 26, 2001



                                          /s/ JAMES T. HOUGHTON
                                          -----------------------------------
                                          Name:  James T. Houghton
                                          Title: Regular Trustee

                                          /s/ KAREN A. GOSNELL
                                          -----------------------------------
                                          Name:  Karen A. Gosnell
                                          Title: Regular Trustee

                                          THE BANK OF NEW YORK
                                          (DELAWARE), as Delaware Trustee

                                          By:/s/ JOHN NICHOLS
                                             --------------------------------
                                             Name:
                                             Title:

EX-4.3

                                                                     Exhibit 4.3

                              CERTIFICATE OF TRUST

         The undersigned, the trustees of BAC Capital Trust III, desiring to
form a business trust pursuant to Delaware Business
Trust Act, 12 Del. C.(S) 3810, hereby certify as follows:
              ---- --

                (a) The name of the business trust being formed hereby (the
                    "Trust") is "BAC Capital Trust III."

                (b) The name and business address of the trustee of the Trust
                    which has its principal place of business in the State of
                    Delaware is as follows:

                                The Bank of New York (Delaware)
                                502 White Clay Center, Route 273
                                Newark, Delaware 19711

                (c) This Certificate of Trust shall be effective as of the date
                    of filing.

         Dated: September 26, 2001



                                        /s/ JAMES T. HOUGHTON
                                        -----------------------------------
                                        Name:  James T. Houghton
                                        Title: Regular Trustee


                                        /s/ KAREN A. GOSNELL
                                        -----------------------------------
                                        Name:  Karen A. Gosnell
                                        Title: Regular Trustee



                                        THE BANK OF NEW YORK
                                        (DELAWARE), as Delaware Trustee

                                        By: /s/ JOHN NICHOLS
                                            -------------------------------
                                        Name:
                                        Title:

EX-4.4

                                                                     Exhibit 4.4

                              CERTIFICATE OF TRUST

     The undersigned, the trustees of BAC Capital Trust IV, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810,
                                                           ---- --
hereby certify as follows:

          (a)  The name of the business trust being formed hereby (the "Trust")
               is "BAC Capital Trust IV."

          (b)  The name and business address of the trustee of the Trust which
               has its principal place of business in the State of Delaware is
               as follows:

                                 The Bank of New York (Delaware)
                                 502 White Clay Center, Route 273
                                 Newark, Delaware 19711

          (c)  This Certificate of Trust shall be effective as of the date of
               filing.

     Dated: September 26, 2001



                                             /s/ JAMES T. HOUGHTON
                                             -----------------------------------
                                             Name: James T. Houghton
                                             Title: Regular Trustee


                                             /s/ KAREN A. GOSNELL
                                             -----------------------------------
                                             Name: Karen A. Gosnell
                                             Title: Regular Trustee



                                             THE BANK OF NEW YORK
                                             (DELAWARE), as Delaware Trustee

                                             By:/s/ JOHN NICHOLS
                                                --------------------------------
                                             Name:
                                             Title:

EX-4.5

                                                                     Exhibit 4.5

































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


                              DECLARATION OF TRUST

                               BAC CAPITAL TRUST I

                         Dated as of September 26, 2001


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



                                TABLE OF CONTENTS



                                                                                 Page
                                                                              
                                         ARTICLE 1
                                        DEFINITIONS

SECTION 1.1    Definitions ....................................................     1

                                         ARTICLE 2
                                       ORGANIZATION

SECTION 2.1    Name ...........................................................     3
SECTION 2.2    Office .........................................................     3
SECTION 2.3    Purpose ........................................................     4
SECTION 2.4    Authority ......................................................     4
SECTION 2.5    Title to Property of the Trust .................................     4
SECTION 2.6    Powers of the Trustees .........................................     4
SECTION 2.7    Filing of Certificate of Trust .................................     5
SECTION 2.8    Duration of Trust ..............................................     5
SECTION 2.9    Responsibilities of the Sponsor ................................     5
SECTION 2.10   Declaration Binding on Securities Holders ......................     6

                                         ARTICLE 3
                                         TRUSTEES

SECTION 3.1    Trustees .......................................................     6
SECTION 3.2    Regular Trustees ...............................................     6
SECTION 3.3    Delaware Trustee ...............................................     7
SECTION 3.4    Property Trustee ...............................................     7
SECTION 3.5    Not Responsible for Recitals or Sufficiency of Declaration .....     7

                                         ARTICLE 4
           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1    Exculpation ....................................................     7
SECTION 4.2    Fiduciary Duty .................................................     8
SECTION 4.3    Indemnification ................................................     9
SECTION 4.4    Outside Businesses .............................................    12

                                         ARTICLE 5
                          AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1    Amendments .....................................................    12
SECTION 5.2    Termination of Trust ...........................................    12
SECTION 5.3    Governing Law ..................................................    13
SECTION 5.4    Headings .......................................................    13
SECTION 5.5    Successors and Assigns .........................................    13
SECTION 5.6    Partial Enforceability .........................................    13
SECTION 5.7    Counterparts ...................................................    13


                                       -i-



                              DECLARATION OF TRUST
                                       OF
                               BAC CAPITAL TRUST I

     THIS DECLARATION OF TRUST ("Declaration") dated and effective as of
September __, 2001 by the Trustees (as defined herein), the Sponsor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Notes of the Note Issuer (as defined herein); and

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

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.1 Definitions.
                 -----------

     Unless the context otherwise requires:

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

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

     (c)   all references to "the Declaration" or "this Declaration" are to this
           Declaration of Trust as modified, supplemented or amended from time
           to time;

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

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

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



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

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

          "Commission" means the Securities and Exchange Commission.
           ----------

          "Common Security" means a security representing an undivided
           ---------------
     beneficial interest in the assets of the Trust with such terms as may be
     set out in any amendment to this Declaration.

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

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

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

          "Delaware Trustee" has the meaning set forth in Section 3.1.
           ----------------

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

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

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

          "Indenture" means the Indenture dated as of November 27, 1996 between
           ---------
     the Company and the Note Trustee and any indenture supplemental thereto, or
     any other replacement or alternate indenture, pursuant to which the Notes
     are to be issued.

          "Note Issuer" means the Company in its capacity as the issuer of the
           -----------
     Notes under the Indenture.

          "Notes" means the series of Notes to be issued by the Note Issuer and
           -----
     acquired by the Trust.

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

                                        2



          "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.

          "Preferred Security" means a security representing a preferred
           ------------------
     undivided beneficial interest in the assets of the Trust with such terms as
     may be set out in any amendment to this Declaration.

          "Property Trustee" has the meaning set forth in Section 3.4.
           ----------------

          "Regular Trustee" means any Trustee other than the Delaware Trustee
           ---------------
     and the Property Trustee (as hereinafter defined).

          "Securities" means the Common Securities and the Preferred Securities.
           ----------

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

          "Sponsor" means the Company in its capacity as sponsor of the Trust.
           -------

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

                                    ARTICLE 2
                                  ORGANIZATION

     SECTION 2.1 Name.
                 ----

     The Trust created by this Declaration is named "BAC Capital Trust I." The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

     SECTION 2.2 Office.
                 ------

     The address of the principal office of the Trust is c/o Bank of America
Corporation, Corporate Treasury Division, Bank of America Corporate Center, 100
North Tryon Street, 23/rd/ Floor, Charlotte, North Carolina 28255. At any time,
the Regular Trustees may designate another principal office.

                                        3



     SECTION 2.3 Purpose.
                 -------

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

     SECTION 2.4 Authority.
                 ---------

     Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

     SECTION 2.5 Title to Property of the Trust.
                 ------------------------------

     Legal title to all assets of the Trust shall be vested in the Trust.

     SECTION 2.6 Powers of the Trustees.
                 ----------------------

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

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

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

                 (i)  execute and file with the Commission a registration
          statement on Form S-3 prepared by the Sponsor, including any
          amendments thereto in relation to the Preferred Securities;

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

                                        4



                 (iii) to determine whether to list securities and to execute
          and file an application, prepared by the Sponsor, to the New York
          Stock Exchange, Inc. or any other national stock exchange or The
          Nasdaq National Market, Inc. for listing upon notice of issuance of
          any Preferred Securities;

                 (iv)  execute and file with the Commission a registration
          statement on Form 8-A, if required, including any amendments thereto,
          prepared by the Sponsor, relating to the registration of the Preferred
          Securities under Section 12(b) of the Exchange Act; and

                 (v)   execute and enter into an underwriting agreement
          providing for the sale of the Preferred Securities;

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

          (d)    to incur expenses which are necessary or incidental to carry
     out any of the purposes of this Declaration; and

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

     SECTION 2.7 Filing of Certificate of Trust.
                 ------------------------------

     On or after the date of execution of this Declaration, the Trustees shall
cause the Certificate of Trust for the Trust (the "Certificate of Trust") in the
form attached hereto as Exhibit A to be filed with the Secretary of State of the
State of Delaware.

     SECTION 2.8 Duration of Trust.
                 -----------------

     The Trust, absent termination pursuant to the provisions of Section 5.2,
shall have existence for 55 years from January 1, 2001.

     SECTION 2.9 Responsibilities of the Sponsor.
                 -------------------------------

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

          (a)    to prepare for filing by the Trust with the Commission a
     registration statement on Form S-3 in relation to the Preferred Securities,
     including any amendments thereto;

          (b)    to determine the states or other jurisdictions in which to take
     appropriate action to qualify or register for sale all or part of the
     Preferred Securities and to take any and all such actions, other than
     actions which must be taken by the Trust, and advise the Trust of actions
     it must take, and prepare for execution and filing any documents to be

                                        5



     executed and filed by the Trust, as the Sponsor deems necessary or
     advisable in order to comply with the applicable laws of any such states;

          (c)    to prepare for filing when required by the Trust an application
     to the New York Stock Exchange, Inc. or any other national stock exchange
     or the Nasdaq National Market for listing upon notice of issuance of any
     Preferred Securities;

          (d)    to prepare for filing by the Trust with the Commission any
     required registration statement on Form 8-A relating to the registration of
     the Preferred Securities under Section 12(b) of the Exchange Act, including
     any amendments thereto; and

          (e)    to negotiate the terms of an underwriting agreement providing
     for the sale of the Preferred Securities.

     SECTION 2.10   Declaration Binding on Securities Holders.
                    -----------------------------------------

     Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                    ARTICLE 3
                                    TRUSTEES

     SECTION 3.1 Trustees.
                 --------

     The number of Trustees initially shall be three, and thereafter the number
of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however, that the number
                                              --------  -------
of Trustees shall in no event be less than two; provided further that one
                                                -------- -------
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity which has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with the Company (a "Regular Trustee").

     SECTION 3.2 Regular Trustees.
                 ----------------

     The initial Regular Trustees shall be:

     James T. Houghton and
     Karen A. Gosnell

          (a)    Except as expressly set forth in this Declaration, any power of
     the Regular Trustees may be exercised by, or with the consent of, any one
     such Regular Trustee.

          (b)    Unless otherwise determined by the Regular Trustees, and except
     as otherwise required by the Business Trust Act, any Regular Trustee is
     authorized to execute on behalf of the Trust any documents which the
     Regular Trustees have the power

                                        6



     and authority to cause the Trust to execute pursuant to Section 2.6
     provided, that, the registration statement referred to in Section 2.6(b),
     --------  ----
     including any amendments thereto, shall be signed by a majority of the
     Regular Trustees then holding office; and

          (c)    a Regular Trustee may, by power of attorney consistent with
     applicable law, delegate to any other natural person over the age of 21 his
     or her power for the purposes of signing any documents which the Regular
     Trustees have power and authority to cause the Trust to execute pursuant to
     Section 2.6.

     SECTION 3.3 Delaware Trustee.
                 ----------------

     The initial Delaware Trustee shall be:

     The Bank of New York (Delaware)

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

     SECTION 3.4 Property Trustee.
                 ----------------

     Prior to the issuance of the Preferred Securities and Common Securities,
the Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of an eligible trustee under the Trust Indenture Act of 1939, as
amended, by the execution of an amendment to this Declaration executed by the
Regular Trustees, the Sponsor, the Property Trustee and the Delaware Trustee.

     SECTION 3.5 Not Responsible for Recitals or Sufficiency of Declaration.
                 ----------------------------------------------------------

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

                                   ARTICLE 4
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 4.1 Exculpation.
                 -----------

          (a)    No Indemnified Person shall be liable, responsible or
     accountable in damages or otherwise to the Trust or any Covered Person for
     any loss, damage or claim

                                        7



     incurred by reason of any act or omission performed or omitted by such
     Indemnified Person in good faith on behalf of the Trust and in a manner
     such Indemnified Person reasonably believed to be within the scope of the
     authority conferred on such Indemnified Person by this Declaration or by
     law, except that an Indemnified Person shall be liable for any such loss,
     damage or claim incurred by reason of such Indemnified Person's gross
     negligence or willful misconduct with respect to such acts or omissions;
     and

          (b)    an Indemnified Person shall be fully protected in relying in
     good faith upon the records of the Trust and upon such information,
     opinions, reports or statements presented to the Trust by any Person as to
     matters the Indemnified Person reasonably believes are within such other
     Person's professional or expert competence and who has been selected with
     reasonable care by or on behalf of the Trust, including information,
     opinions, reports or statements as to the value and amount of the assets,
     liabilities, profits, losses, or any other facts pertinent to the existence
     and amount of assets from which distributions to holders of Securities
     might properly be paid.

     SECTION 4.2 Fiduciary Duty.
                 --------------

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

          (b)    unless otherwise expressly provided herein:

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

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

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

                                        8



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

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

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

     SECTION 4.3 Indemnification.
                 ---------------

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

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

                                        9



         action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which such Court of Chancery or
         such other court shall deem proper.

               (iii) To the extent that a Company Indemnified Person shall be
         successful on the merits or otherwise (including dismissal of an action
         without prejudice or the settlement of an action without admission of
         liability) in defense of any action, suit or proceeding referred to in
         paragraphs (i) and (ii) of this Section 4.3(a), or in defense of any
         claim, issue or matter therein, he shall be indemnified, to the full
         extent permitted by law, against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

               (iv)  Any indemnification under paragraphs (i) and (ii) of this
         Section 4.3(a) (unless ordered by a court) shall be made by the Note
         Issuer only as authorized in the specific case upon a determination
         that indemnification of the Company Indemnified Person is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in paragraphs (i) and (ii). Such determination shall be made (1)
         by the Regular Trustees by a majority vote of a quorum consisting of
         such Regular Trustees who were not parties to such action, suit or
         proceeding, (2) if such a quorum is not obtainable, or, even if
         obtainable, if a quorum of disinterested Regular Trustees so directs,
         by independent legal counsel in a written opinion, or (3) by the Common
         Security holder of the Trust.

               (v)   Expenses (including reasonable attorneys' fees and
         expenses) incurred by a Company Indemnified Person in defending a
         civil, criminal, administrative or investigative action, suit or
         proceeding referred to in paragraphs (i) and (ii) of this Section
         4.3(a) shall be paid by the Note Issuer in advance of the final
         disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of such Company Indemnified Person to repay
         such amount if it shall ultimately be determined that he is not
         entitled to be indemnified by the Note Issuer as authorized in this
         Section 4.3(a). Notwithstanding the foregoing, no advance shall be made
         by the Note Issuer if a determination is reasonably and promptly made
         (i) by the Regular Trustees by a majority vote of a quorum of
         disinterested Regular Trustees, (ii) if such a quorum is not
         obtainable, or, even if obtainable, if a quorum of disinterested
         Regular Trustees so directs, by independent legal counsel in a written
         opinion or (iii) the Common Security holder of the Trust, that, based
         upon the facts known to the Regular Trustees, counsel or the Common
         Security holder at the time such determination is made, such Company
         Indemnified Person acted in bad faith or in a manner that such person
         did not believe to be in or not opposed to the best interests of the
         Trust, or, with respect to any

                                       10



          criminal proceeding, that such Company Indemnified Person believed or
          had reasonable cause to believe his conduct was unlawful. In no event
          shall any advance be made in instances where the Regular Trustees,
          independent legal counsel or Common Security holder reasonably
          determine that such person deliberately breached his duty to the Trust
          or its Common or Preferred Security holders.

               (vi)   The indemnification and advancement of expenses provided
          by, or granted pursuant to, the other paragraphs of this Section
          4.3(a) shall not be deemed exclusive of any other rights to which
          those seeking indemnification and advancement of expenses may be
          entitled under any agreement, vote of stockholders or disinterested
          directors of the Note Issuer or Preferred Security Holders of the
          Trust or otherwise, both as to action in his official capacity and as
          to action in another capacity while holding such office. All rights to
          indemnification under this Section 4.3(a) shall be deemed to be
          provided by a contract between the Note Issuer and each Company
          Indemnified Person who serves in such capacity at any time while this
          Section 4.3(a) is in effect. Any repeal or modification of this
          Section 4.3(a) shall not affect any rights or obligations then
          existing.

               (vii)  The Note Issuer or the Trust may purchase and maintain
          insurance on behalf of any person who is or was a Company Indemnified
          Person against any liability asserted against him and incurred by him
          in any such capacity, or arising out of his status as such, whether or
          not the Note Issuer would have the power to indemnify him against such
          liability under the provisions of this Section 4.3(a).

               (viii) For purposes of this Section 4.3(a), references to "the
          Trust" shall include, in addition to the resulting or surviving
          entity, any constituent entity (including any constituent of a
          constituent) absorbed in a consolidation or merger, so that any person
          who is or was a director, trustee, officer or employee of such
          constituent entity, or is or was serving at the request of such
          constituent entity as a director, trustee, officer, employee or agent
          of another entity, shall stand in the same position under the
          provisions of this Section 4.3(a) with respect to the resulting or
          surviving entity as he would have with respect to such constituent
          entity if its separate existence had continued.

               (ix)   The indemnification and advancement of expenses provided
          by, or granted pursuant to, this Section 4.3(a) shall, unless
          otherwise provided when authorized or ratified, continue as to a
          person who has ceased to be a Company Indemnified Person and shall
          inure to the benefit of the heirs, executors and administrators of
          such a person.

          (b)  The Note Issuer agrees to indemnify (i) the Delaware Trustee,
     (ii) any Affiliate of the Delaware Trustee, and (iii) any officers,
     directors,

                                       11



          shareholders, members, partners, employees, representatives, nominees,
          custodians or agents of the Delaware Trustee (each of the Persons in
          (i) through (iii) being referred to as a "Fiduciary Indemnified
          Person") for, and to hold each Fiduciary Indemnified Person harmless
          against, any loss, liability 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 4.3(b) shall survive the termination of this
          Declaration.

     SECTION 4.4 Outside Businesses.
                 ------------------

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

                                   ARTICLE 5
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

     SECTION 5.1 Amendments.
                 ----------

     At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees, the Delaware Trustee and the Sponsor.

     SECTION 5.2 Termination of Trust.
                 --------------------

     (a)  The Trust shall dissolve:

          (i)    upon the bankruptcy of the Sponsor;

          (ii)   upon the filing of a certificate of dissolution or its
     equivalent with respect to the Sponsor or the revocation of the Sponsor's
     charter;

                                       12



          (iii)  upon the entry of a decree of judicial dissolution of the
     Sponsor or the Trust; and

          (iv)   before the issue of any Securities, with the consent of all of
     the Regular Trustees and the Sponsor; and

     (b)  as soon as is practicable after the occurrence of an event referred to
in Section 5.2(a), and after satisfaction of all obligations of the Trust, the
Trustees shall file a certificate of cancellation with the Secretary of State of
the State of Delaware and the Trust shall terminate.

     SECTION 5.3 Governing Law.
                 -------------

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

     SECTION 5.4 Headings.
                 --------

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

     SECTION 5.5 Successors and Assigns.
                 ----------------------

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether or not so expressed.

     SECTION 5.6 Partial Enforceability.
                 ----------------------

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

     SECTION 5.7 Counterparts.
                 ------------

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

                                       13



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


                                             /s/ JAMES T. HOUGHTON
                                             -----------------------------------
                                             Name: James T. Houghton
                                             Title: Regular Trustee


                                             /s/ KAREN A. GOSNELL
                                             -----------------------------------
                                             Name: Karen A. Gosnell
                                             Title: Regular Trustee


                                             THE BANK OF NEW YORK (DELAWARE), as
                                             Delaware Trustee

                                             By: /s/ JOHN NICHOLS
                                                 -------------------------------
                                             Name:
                                             Title:


                                             BANK OF AMERICA CORPORATION, as
                                             Sponsor


                                             By: /s/ KAREN A. GOSNELL
                                                 -------------------------------
                                             Name: Karen A. Gosnell
                                             Title: Senior Vice President

                                       14



                                    EXHIBIT A

                              CERTIFICATE OF TRUST

     The undersigned, the trustees of BAC Capital Trust __, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810,
                                                           ---- --
hereby certify as follows:

          (a) The name of the business trust being formed hereby (the "Trust")
              is "BAC Capital Trust __."

          (b) The name and business address of the trustee of the Trust which
              has its principal place of business in the State of Delaware is as
              follows:

                         The Bank of New York (Delaware)
                         502 White Clay Center, Route 273
                         Newark, Delaware 19711

          (c) This Certificate of Trust shall be effective as of the date of
              filing.

     Dated: September ____, 2001



                                             ___________________________________
                                             Name: James T. Houghton
                                             Title: Regular Trustee


                                             ___________________________________
                                             Name: Karen A. Gosnell
                                             Title: Regular Trustee


                                             THE BANK OF NEW YORK (DELAWARE), as
                                             Delaware Trustee

                                             By: _______________________________
                                             Name:
                                             Title:

                                       15

EX-4.6

                                                                     Exhibit 4.6

































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


                              DECLARATION OF TRUST

                              BAC CAPITAL TRUST II

                         Dated as of September 26, 2001

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














                                TABLE OF CONTENTS



                                                                                       Page
                                                                                    
                                           ARTICLE 1
                                          DEFINITIONS

SECTION 1.1     Definitions ...........................................................   1

                                           ARTICLE 2
                                          ORGANIZATION

SECTION 2.1     Name ..................................................................   3
SECTION 2.2     Office ................................................................   3
SECTION 2.3     Purpose ...............................................................   4
SECTION 2.4     Authority .............................................................   4
SECTION 2.5     Title to Property of the Trust ........................................   4
SECTION 2.6     Powers of the Trustees ................................................   4
SECTION 2.7     Filing of Certificate of Trust ........................................   5
SECTION 2.8     Duration of Trust .....................................................   5
SECTION 2.9     Responsibilities of the Sponsor .......................................   5
SECTION 2.10    Declaration Binding on Securities Holders .............................   6

                                           ARTICLE 3
                                           TRUSTEES

SECTION 3.1     Trustees ..............................................................   6
SECTION 3.2     Regular Trustees ......................................................   6
SECTION 3.3     Delaware Trustee ......................................................   7
SECTION 3.4     Property Trustee ......................................................   7
SECTION 3.5     Not Responsible for Recitals or Sufficiency of Declaration ............   7

                                           ARTICLE 4
                 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1     Exculpation ...........................................................   7
SECTION 4.2     Fiduciary Duty ........................................................   8
SECTION 4.3     Indemnification .......................................................   9
SECTION 4.4     Outside Businesses ....................................................  12

                                           ARTICLE 5
                            AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1     Amendments ............................................................  12
SECTION 5.2     Termination of Trust ..................................................  12
SECTION 5.3     Governing Law .........................................................  13
SECTION 5.4     Headings ..............................................................  13
SECTION 5.5     Successors and Assigns ................................................  13
SECTION 5.6     Partial Enforceability ................................................  13
SECTION 5.7     Counterparts ..........................................................  13


                                       -i-







                              DECLARATION OF TRUST
                                       OF
                              BAC CAPITAL TRUST II

         THIS DECLARATION OF TRUST ("Declaration") dated and effective as of
September __, 2001 by the Trustees (as defined herein), the Sponsor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Notes of the Note Issuer (as defined herein); and

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

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1 Definitions.
                     -----------

         Unless the context otherwise requires:

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

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

         (c)      all references to "the Declaration" or "this Declaration" are
                  to this Declaration of Trust as modified, supplemented or
                  amended from time to time;

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

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

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






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

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

                  "Commission" means the Securities and Exchange Commission.
                   ----------

                  "Common Security" mans a security representing an undivided
                   ---------------
         beneficial interest in the assets of the Trust with such terms as may
         be set out in any amendment to this Declaration.

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

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

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

                  "Delaware Trustee" has the meaning set forth in Section 3.1.
                   ----------------

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

                  "Fiduciary Indemnified Person" has the meaning set forth in
                   ---------------------------
         Section 4.3(b).

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


                  "Indenture" means the Indenture dated as of November 27, 1996
                   ---------
         between the Company and the Note Trustee and any indenture supplemental
         thereto, or any other replacement or alternate indenture, pursuant to
         which the Notes are to be issued.

                  "Note Issuer" means the Company in its capacity as the issuer
                   -----------
         of the Notes under the Indenture.

                  "Notes" means the series of Notes to be issued by the Note
                   -----
         Issuer and acquired by the Trust.

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

                                       2



                  "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.

                  "Preferred Security" means a security representing a preferred
                   ------------------
         undivided beneficial interest in the assets of the Trust with such
         terms as may be set out in any amendment to this Declaration.

                  "Property Trustee" has the meaning set forth in Section 3.4.
                   ----------------

                  "Regular Trustee" means any Trustee other than the Delaware
                   ---------------
         Trustee and the Property Trustee (as hereinafter defined).

                  "Securities" means the Common Securities and the Preferred
                   ----------
         Securities.


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

                  "Sponsor" means the Company in its capacity as sponsor of the
                   -------
         Trust.

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

                                    ARTICLE 2
                                  ORGANIZATION

         SECTION 2.1       Name.
                           ----

         The Trust created by this Declaration is named "BAC Capital Trust II."
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

         SECTION 2.2       Office.
                           ------

         The address of the principal office of the Trust is c/o Bank of America
Corporation, Corporate Treasury Division, Bank of America Corporate Center, 100
North Tryon Street, 23/rd/ Floor, Charlotte, North Carolina 28255. At any time,
the Regular Trustees may designate another principal office.

                                       3





         SECTION 2.3       Purpose.
                           -------

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

         SECTION 2.4       Authority.
                           ---------

         Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

         SECTION 2.5       Title to Property of the Trust.
                           ------------------------------

         Legal title to all assets of the Trust shall be vested in the Trust.

         SECTION 2.6       Powers of the Trustees.
                           ----------------------

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

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

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

                        (i)  execute and file with the Commission a registration
                  statement on Form S-3 prepared by the Sponsor, including any
                  amendments thereto in relation to the Preferred Securities;

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

                                       4



                           (iii) to determine whether to list securities and to
                  execute and file an application, prepared by the Sponsor, to
                  the New York Stock Exchange, Inc. or any other national stock
                  exchange or The Nasdaq National Market, Inc. for listing upon
                  notice of issuance of any Preferred Securities;

                           (iv) execute and file with the Commission a
                  registration statement on Form 8-A, if required, including any
                  amendments thereto, prepared by the Sponsor, relating to the
                  registration of the Preferred Securities under Section 12(b)
                  of the Exchange Act; and

                           (v) execute and enter into an underwriting agreement
                  providing for the sale of the Preferred Securities;

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

                  (d) to incur expenses which are necessary or incidental to
         carry out any of the purposes of this Declaration; and

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

         SECTION 2.7     Filing of Certificate of Trust.
                         ------------------------------

         On or after the date of execution of this Declaration, the Trustees
shall cause the Certificate of Trust for the Trust (the "Certificate of Trust")
in the form attached hereto as Exhibit A to be filed with the Secretary of State
of the State of Delaware.

         SECTION 2.8     Duration of Trust.
                         -----------------

         The Trust, absent termination pursuant to the provisions of Section
5.2, shall have existence for 55 years from January 1, 2001.

         SECTION 2.9     Responsibilities of the Sponsor.
                         -------------------------------

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

                  (a) to prepare for filing by the Trust with the Commission a
         registration statement on Form S-3 in relation to the Preferred
         Securities, including any amendments thereto;

                  (b) to determine the states or other jurisdictions in which to
         take appropriate action to qualify or register for sale all or part of
         the Preferred Securities and to take any and all such actions, other
         than actions which must be taken by the Trust, and advise the Trust of
         actions it must take, and prepare for execution and filing any
         documents to be

                                       5



        executed and filed by the Trust, as the Sponsor deems necessary or
        advisable in order to comply with the applicable laws of any such
        states;

             (c) to prepare for filing when required by the Trust an application
        to the New York Stock Exchange, Inc. or any other national stock
        exchange or the Nasdaq National Market for listing upon notice of
        issuance of any Preferred Securities;

             (d) to prepare for filing by the Trust with the Commission any
        required registration statement on Form 8-A relating to the registration
        of the Preferred Securities under Section 12(b) of the Exchange Act,
        including any amendments thereto; and

             (e) to negotiate the terms of an underwriting agreement providing
        for the sale of the Preferred Securities.

        SECTION 2.10 Declaration Binding on Securities Holders.
                     -----------------------------------------

        Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                    ARTICLE 3
                                    TRUSTEES

        SECTION 3.1 Trustees.
                    --------

        The number of Trustees initially shall be three, and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however, that the number
                                              --------  -------
of Trustees shall in no event be less than two; provided further that one
                                                -------- -------
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity which has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with the Company (a "Regular Trustee").

        SECTION 3.2 Regular Trustees.
                    ----------------

        The initial Regular Trustees shall be:

        James T. Houghton and
        Karen A. Gosnell

             (a) Except as expressly set forth in this Declaration, any power of
        the Regular Trustees may be exercised by, or with the consent of, any
        one such Regular Trustee.

             (b) Unless otherwise determined by the Regular Trustees, and except
        as otherwise required by the Business Trust Act, any Regular Trustee is
        authorized to execute on behalf of the Trust any documents which the
        Regular Trustees have the power

                                        6



        and authority to cause the Trust to execute pursuant to Section 2.6
        provided, that, the registration statement referred to in Section
        2.6(b), including any amendments thereto, shall be signed by a majority
        of the Regular Trustees then holding office; and

              (c)  a Regular Trustee may, by power of attorney consistent with
        applicable law, delegate to any other natural person over the age of 21
        his or her power for the purposes of signing any documents which the
        Regular Trustees have power and authority to cause the Trust to execute
        pursuant to Section 2.6.

        SECTION 3.3 Delaware Trustee.
                    ----------------

        The initial Delaware Trustee shall be:

        The Bank of New York (Delaware)

        Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

        SECTION 3.4 Property Trustee.
                    ----------------

        Prior to the issuance of the Preferred Securities and Common Securities,
the Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of an eligible trustee under the Trust Indenture Act of 1939, as
amended, by the execution of an amendment to this Declaration executed by the
Regular Trustees, the Sponsor, the Property Trustee and the Delaware Trustee.

        SECTION 3.5 Not Responsible for Recitals or Sufficiency of Declaration.
                    ----------------------------------------------------------

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

                                    ARTICLE 4
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

        SECTION 4.1 Exculpation.
                    -----------

              (a)  No Indemnified Person shall be liable, responsible or
        accountable in damages or otherwise to the Trust or any Covered Person
        for any loss, damage or claim

                                        7



         incurred by reason of any act or omission performed or omitted by such
         Indemnified Person in good faith on behalf of the Trust and in a manner
         such Indemnified Person reasonably believed to be within the scope of
         the authority conferred on such Indemnified Person by this Declaration
         or by law, except that an Indemnified Person shall be liable for any
         such loss, damage or claim incurred by reason of such Indemnified
         Person's gross negligence or willful misconduct with respect to such
         acts or omissions; and

                  (b) an Indemnified Person shall be fully protected in relying
         in good faith upon the records of the Trust and upon such information,
         opinions, reports or statements presented to the Trust by any Person as
         to matters the Indemnified Person reasonably believes are within such
         other Person's professional or expert competence and who has been
         selected with reasonable care by or on behalf of the Trust, including
         information, opinions, reports or statements as to the value and amount
         of the assets, liabilities, profits, losses, or any other facts
         pertinent to the existence and amount of assets from which
         distributions to holders of Securities might properly be paid.

         SECTION 4.2 Fiduciary Duty.
                     --------------

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

                  (b) unless otherwise expressly provided herein:

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

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

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

                                        8



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

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

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

           SECTION 4.3     Indemnification.
                           ---------------

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

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

                                        9



                 action or suit was brought shall determine upon application
                 that, despite the adjudication of liability but in view of all
                 the circumstances of the case, such person is fairly and
                 reasonably entitled to indemnity for such expenses which such
                 Court of Chancery or such other court shall deem proper.

                        (iii) To the extent that a Company Indemnified Person
                 shall be successful on the merits or otherwise (including
                 dismissal of an action without prejudice or the settlement of
                 an action without admission of liability) in defense of any
                 action, suit or proceeding referred to in paragraphs (i) and
                 (ii) of this Section 4.3(a), or in defense of any claim, issue
                 or matter therein, he shall be indemnified, to the full extent
                 permitted by law, against expenses (including attorneys' fees)
                 actually and reasonably incurred by him in connection
                 therewith.

                        (iv)  Any indemnification under paragraphs (i) and (ii)
                 of this Section 4.3(a) (unless ordered by a court) shall be
                 made by the Note Issuer only as authorized in the specific case
                 upon a determination that indemnification of the Company
                 Indemnified Person is proper in the circumstances because he
                 has met the applicable standard of conduct set forth in
                 paragraphs (i) and (ii). Such determination shall be made (1)
                 by the Regular Trustees by a majority vote of a quorum
                 consisting of such Regular Trustees who were not parties to
                 such action, suit or proceeding, (2) if such a quorum is not
                 obtainable, or, even if obtainable, if a quorum of
                 disinterested Regular Trustees so directs, by independent legal
                 counsel in a written opinion, or (3) by the Common Security
                 holder of the Trust.

                        (v)   Expenses (including reasonable attorneys' fees and
                 expenses) incurred by a Company Indemnified Person in defending
                 a civil, criminal, administrative or investigative action, suit
                 or proceeding referred to in paragraphs (i) and (ii) of this
                 Section 4.3(a) shall be paid by the Note Issuer in advance of
                 the final disposition of such action, suit or proceeding upon
                 receipt of an undertaking by or on behalf of such Company
                 Indemnified Person to repay such amount if it shall ultimately
                 be determined that he is not entitled to be indemnified by the
                 Note Issuer as authorized in this Section 4.3(a).
                 Notwithstanding the foregoing, no advance shall be made by the
                 Note Issuer if a determination is reasonably and promptly made
                 (i) by the Regular Trustees by a majority vote of a quorum of
                 disinterested Regular Trustees, (ii) if such a quorum is not
                 obtainable, or, even if obtainable, if a quorum of
                 disinterested Regular Trustees so directs, by independent legal
                 counsel in a written opinion or (iii) the Common Security
                 holder of the Trust, that, based upon the facts known to the
                 Regular Trustees, counsel or the Common Security holder at the
                 time such determination is made, such Company Indemnified
                 Person acted in bad faith or in a manner that such person did
                 not believe to be in or not opposed to the best interests of
                 the Trust, or, with respect to any

                                       10



               criminal proceeding, that such Company Indemnified Person
               believed or had reasonable cause to believe his conduct was
               unlawful. In no event shall any advance be made in instances
               where the Regular Trustees, independent legal counsel or Common
               Security holder reasonably determine that such person
               deliberately breached his duty to the Trust or its Common or
               Preferred Security holders.

                     (vi)   The indemnification and advancement of expenses
               provided by, or granted pursuant to, the other paragraphs of this
               Section 4.3(a) shall not be deemed exclusive of any other rights
               to which those seeking indemnification and advancement of
               expenses may be entitled under any agreement, vote of
               stockholders or disinterested directors of the Note Issuer or
               Preferred Security Holders of the Trust or otherwise, both as to
               action in his official capacity and as to action in another
               capacity while holding such office. All rights to indemnification
               under this Section 4.3(a) shall be deemed to be provided by a
               contract between the Note Issuer and each Company Indemnified
               Person who serves in such capacity at any time while this Section
               4.3(a) is in effect. Any repeal or modification of this Section
               4.3(a) shall not affect any rights or obligations then existing.

                     (vii)  The Note Issuer or the Trust may purchase and
               maintain insurance on behalf of any person who is or was a
               Company Indemnified Person against any liability asserted against
               him and incurred by him in any such capacity, or arising out of
               his status as such, whether or not the Note Issuer would have the
               power to indemnify him against such liability under the
               provisions of this Section 4.3(a).

                     (viii) For purposes of this Section 4.3(a), references to
               "the Trust" shall include, in addition to the resulting or
               surviving entity, any constituent entity (including any
               constituent of a constituent) absorbed in a consolidation or
               merger, so that any person who is or was a director, trustee,
               officer or employee of such constituent entity, or is or was
               serving at the request of such constituent entity as a director,
               trustee, officer, employee or agent of another entity, shall
               stand in the same position under the provisions of this Section
               4.3(a) with respect to the resulting or surviving entity as he
               would have with respect to such constituent entity if its
               separate existence had continued.

                     (ix)   The indemnification and advancement of expenses
               provided by, or granted pursuant to, this Section 4.3(a) shall,
               unless otherwise provided when authorized or ratified, continue
               as to a person who has ceased to be a Company Indemnified Person
               and shall inure to the benefit of the heirs, executors and
               administrators of such a person.

               (b)   The Note Issuer agrees to indemnify (i) the Delaware
           Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any
           officers, directors,

                                       11



             shareholders, members, partners, employees, representatives,
             nominees, custodians or agents of the Delaware Trustee (each of the
             Persons in (i) through (iii) being referred to as a "Fiduciary
             Indemnified Person") for, and to hold each Fiduciary Indemnified
             Person harmless against, any loss, liability 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 4.3(b)
             shall survive the termination of this Declaration.

         SECTION 4.4 Outside Businesses.
                     ------------------

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

                                   ARTICLE 5
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

         SECTION 5.1 Amendments.
                     ----------

         At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees, the Delaware Trustee and the Sponsor.

         SECTION 5.2 Termination of Trust.
                     --------------------

         (a) The Trust shall dissolve:

             (i)  upon the bankruptcy of the Sponsor;

             (ii) upon the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor or the revocation of the
         Sponsor's charter;

                                       12



              (iii)  upon the entry of a decree of judicial dissolution of the
         Sponsor or the Trust; and

              (iv)   before the issue of any Securities, with the consent of all
         of the Regular Trustees and the Sponsor; and

         (b)  as soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), and after satisfaction of all obligations of the
Trust, the Trustees shall file a certificate of cancellation with the Secretary
of State of the State of Delaware and the Trust shall terminate.

         SECTION 5.3 Governing Law.
                     -------------

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

         SECTION 5.4 Headings.
                     --------

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

         SECTION 5.5 Successors and Assigns.
                     ----------------------

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

         SECTION 5.6 Partial Enforceability.
                     ----------------------

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

         SECTION 5.7 Counterparts.
                     ------------

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

                                       13



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

                                         /s/ JAMES T. HOUGHTON
                                         -------------------------------------
                                         Name: James T. Houghton
                                         Title: Regular Trustee

                                         /s/ KAREN A. GOSNELL
                                         -------------------------------------
                                         Name: Karen A. Gosnell
                                         Title: Regular Trustee

                                         THE BANK OF NEW YORK (DELAWARE), as
                                         Delaware Trustee

                                         By: /s/ JOHN NICHOLS
                                             ---------------------------------
                                         Name:
                                         Title:


                                         BANK OF AMERICA CORPORATION, as Sponsor



                                         By: /s/ KAREN A. GOSNELL
                                             ---------------------------------
                                         Name: Karen A. Gosnell
                                         Title: Senior Vice President

                                       14



                                    EXHIBIT A

                              CERTIFICATE OF TRUST

         The undersigned, the trustees of BAC Capital Trust __, desiring to form
a business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S). 3810,
hereby certify as follows:                                   ---- --

                (a)  The name of the business trust being formed hereby (the
                     "Trust") is "BAC Capital Trust __."

                (b)  The name and business address of the trustee of the Trust
                     which has its principal place of business in the State of
                     Delaware is as follows:

                                The Bank of New York (Delaware)
                                502 White Clay Center, Route 273
                                Newark, Delaware 19711

                (c)  This Certificate of Trust shall be effective as of the date
                     of filing.

         Dated: September ____, 2001



                                            ____________________________________
                                            Name:  James T. Houghton
                                            Title: Regular Trustee



                                            ____________________________________
                                            Name:  Karen A. Gosnell
                                            Title: Regular Trustee



                                            THE BANK OF NEW YORK (DELAWARE), as
                                            Delaware Trustee

                                            By:_________________________________
                                            Name:
                                            Title:

                                       15

EX-4.7

                                                                     Exhibit 4.7

































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


                              DECLARATION OF TRUST

                              BAC CAPITAL TRUST III

                         Dated as of September 26, 2001


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



                                TABLE OF CONTENTS



                                                                                 Page
                                                                              
                                       ARTICLE 1
                                      DEFINITIONS

SECTION 1.1    Definitions ...................................................      1

                                       ARTICLE 2
                                     ORGANIZATION

SECTION 2.1    Name ..........................................................      3
SECTION 2.2    Office ........................................................      3
SECTION 2.3    Purpose .......................................................      4
SECTION 2.4    Authority .....................................................      4
SECTION 2.5    Title to Property of the Trust ................................      4
SECTION 2.6    Powers of the Trustees ........................................      4
SECTION 2.7    Filing of Certificate of Trust ................................      5
SECTION 2.8    Duration of Trust .............................................      5
SECTION 2.9    Responsibilities of the Sponsor ...............................      5
SECTION 2.10   Declaration Binding on Securities Holders .....................      6

                                       ARTICLE 3
                                       TRUSTEES

SECTION 3.1    Trustees ......................................................      6
SECTION 3.2    Regular Trustees ..............................................      6
SECTION 3.3    Delaware Trustee ..............................................      7
SECTION 3.4    Property Trustee ..............................................      7
SECTION 3.5    Not Responsible for Recitals or Sufficiency of Declaration ....      7

                                       ARTICLE 4
         LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1    Exculpation ...................................................      7
SECTION 4.2    Fiduciary Duty ................................................      8
SECTION 4.3    Indemnification ...............................................      9
SECTION 4.4    Outside Businesses ............................................     12

                                       ARTICLE 5
                        AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1    Amendments ....................................................     12
SECTION 5.2    Termination of Trust ..........................................     12
SECTION 5.3    Governing Law .................................................     13
SECTION 5.4    Headings ......................................................     13
SECTION 5.5    Successors and Assigns ........................................     13
SECTION 5.6    Partial Enforceability ........................................     13
SECTION 5.7    Counterparts ..................................................     13


                                      -i-



                              DECLARATION OF TRUST
                                       OF
                              BAC CAPITAL TRUST III

     THIS DECLARATION OF TRUST ("Declaration") dated and effective as of
September __, 2001 by the Trustees (as defined herein), the Sponsor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

     WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Notes of the Note Issuer (as defined herein); and

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

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.1 Definitions.
                 -----------

     Unless the context otherwise requires:

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

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

     (c)     all references to "the Declaration" or "this Declaration" are to
             this Declaration of Trust as modified, supplemented or amended from
             time to time;

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

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

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



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

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

          "Commission" means the Securities and Exchange Commission.
           ----------

          "Common Security" means a security representing an undivided
           ---------------
     beneficial interest in the assets of the Trust with such terms as may be
     set out in any amendment to this Declaration.

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

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

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

          "Delaware Trustee" has the meaning set forth in Section 3.1.
           ----------------

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

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

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

          "Indenture" means the Indenture dated as of November 27, 1996 between
           ---------
     the Company and the Note Trustee and any indenture supplemental thereto, or
     any other replacement or alternate indenture, pursuant to which the Notes
     are to be issued.

          "Note Issuer" means the Company in its capacity as the issuer of the
           -----------
     Notes under the Indenture.

          "Notes" means the series of Notes to be issued by the Note Issuer and
           -----
     acquired by the Trust.

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

                                       2



          "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.

          "Preferred Security" means a security representing a preferred
           ------------------
     undivided beneficial interest in the assets of the Trust with such terms as
     may be set out in any amendment to this Declaration.

          "Property Trustee" has the meaning set forth in Section 3.4.
           ----------------

          "Regular Trustee" means any Trustee other than the Delaware Trustee
           ---------------
     and the Property Trustee (as hereinafter defined).

          "Securities" means the Common Securities and the Preferred Securities.
           ----------

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

          "Sponsor" means the Company in its capacity as sponsor of the Trust.
           -------

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

                                    ARTICLE 2
                                  ORGANIZATION

     SECTION 2.1 Name.
                 ----

     The Trust created by this Declaration is named "BAC Capital Trust III." The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

     SECTION 2.2 Office.
                 ------

     The address of the principal office of the Trust is c/o Bank of America
Corporation, Corporate Treasury Division, Bank of America Corporate Center, 100
North Tryon Street, 23/rd/ Floor, Charlotte, North Carolina 28255. At any time,
the Regular Trustees may designate another principal office.

                                       3



     SECTION 2.3 Purpose.
                 -------

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

     SECTION 2.4 Authority.
                 ---------

     Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

     SECTION 2.5 Title to Property of the Trust.
                 ------------------------------

     Legal title to all assets of the Trust shall be vested in the Trust.

     SECTION 2.6 Powers of the Trustees.
                 ----------------------

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

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

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

                 (i)  execute and file with the Commission a registration
          statement on Form S-3 prepared by the Sponsor, including any
          amendments thereto in relation to the Preferred Securities;

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

                                       4



                 (iii) to determine whether to list securities and to execute
          and file an application, prepared by the Sponsor, to the New York
          Stock Exchange, Inc. or any other national stock exchange or The
          Nasdaq National Market, Inc. for listing upon notice of issuance of
          any Preferred Securities;

                 (iv)  execute and file with the Commission a registration
          statement on Form 8-A, if required, including any amendments thereto,
          prepared by the Sponsor, relating to the registration of the Preferred
          Securities under Section 12(b) of the Exchange Act; and

                 (v)   execute and enter into an underwriting agreement
          providing for the sale of the Preferred Securities;

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

          (d)    to incur expenses which are necessary or incidental to carry
     out any of the purposes of this Declaration; and

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

     SECTION 2.7 Filing of Certificate of Trust.
                 ------------------------------

     On or after the date of execution of this Declaration, the Trustees shall
cause the Certificate of Trust for the Trust (the "Certificate of Trust") in the
form attached hereto as Exhibit A to be filed with the Secretary of State of the
State of Delaware.

     SECTION 2.8 Duration of Trust.
                 -----------------

     The Trust, absent termination pursuant to the provisions of Section 5.2,
shall have existence for 55 years from January 1, 2001.

     SECTION 2.9 Responsibilities of the Sponsor.
                 -------------------------------

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

          (a)    to prepare for filing by the Trust with the Commission a
     registration statement on Form S-3 in relation to the Preferred Securities,
     including any amendments thereto;

          (b)    to determine the states or other jurisdictions in which to take
     appropriate action to qualify or register for sale all or part of the
     Preferred Securities and to take any and all such actions, other than
     actions which must be taken by the Trust, and advise the Trust of actions
     it must take, and prepare for execution and filing any documents to be

                                       5



     executed and filed by the Trust, as the Sponsor deems necessary or
     advisable in order to comply with the applicable laws of any such states;

          (c) to prepare for filing when required by the Trust an application to
     the New York Stock Exchange, Inc. or any other national stock exchange or
     the Nasdaq National Market for listing upon notice of issuance of any
     Preferred Securities;

          (d) to prepare for filing by the Trust with the Commission any
     required registration statement on Form 8-A relating to the registration of
     the Preferred Securities under Section 12(b) of the Exchange Act, including
     any amendments thereto; and

          (e) to negotiate the terms of an underwriting agreement providing for
     the sale of the Preferred Securities.

     SECTION 2.10  Declaration Binding on Securities Holders.
                   -----------------------------------------

     Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                   ARTICLE 3
                                    TRUSTEES

     SECTION 3.1   Trustees.
                   --------

     The number of Trustees initially shall be three, and thereafter the number
of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however, that the number
                                              --------  -------
of Trustees shall in no event be less than two; provided further that one
                                                -------- -------
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity which has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with the Company (a "Regular Trustee").

     SECTION 3.2   Regular Trustees.
                   ----------------

     The initial Regular Trustees shall be:

     James T. Houghton and
     Karen A. Gosnell

          (a) Except as expressly set forth in this Declaration, any power of
     the Regular Trustees may be exercised by, or with the consent of, any one
     such Regular Trustee.

          (b) Unless otherwise determined by the Regular Trustees, and except as
     otherwise required by the Business Trust Act, any Regular Trustee is
     authorized to execute on behalf of the Trust any documents which the
     Regular Trustees have the power

                                       6



     and authority to cause the Trust to execute pursuant to Section 2.6
     provided, that, the registration statement referred to in Section 2.6(b),
     --------  ----
     including any amendments thereto, shall be signed by a majority of the
     Regular Trustees then holding office; and

          (c) a Regular Trustee may, by power of attorney consistent with
     applicable law, delegate to any other natural person over the age of 21 his
     or her power for the purposes of signing any documents which the Regular
     Trustees have power and authority to cause the Trust to execute pursuant to
     Section 2.6.

     SECTION 3.3  Delaware Trustee.
                  ----------------

     The initial Delaware Trustee shall be:

     The Bank of New York (Delaware)

     Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

     SECTION 3.4  Property Trustee.
                  ----------------

     Prior to the issuance of the Preferred Securities and Common Securities,
the Sponsor shall appoint another trustee (the "Property Trustee") meeting the
requirements of an eligible trustee under the Trust Indenture Act of 1939, as
amended, by the execution of an amendment to this Declaration executed by the
Regular Trustees, the Sponsor, the Property Trustee and the Delaware Trustee.

     SECTION 3.5  Not Responsible for Recitals or Sufficiency of Declaration.
                  ----------------------------------------------------------

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

                                   ARTICLE 4
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 4.1  Exculpation.
                  -----------

          (a) No Indemnified Person shall be liable, responsible or accountable
     in damages or otherwise to the Trust or any Covered Person for any loss,
     damage or claim

                                       7



     incurred by reason of any act or omission performed or omitted by such
     Indemnified Person in good faith on behalf of the Trust and in a manner
     such Indemnified Person reasonably believed to be within the scope of the
     authority conferred on such Indemnified Person by this Declaration or by
     law, except that an Indemnified Person shall be liable for any such loss,
     damage or claim incurred by reason of such Indemnified Person's gross
     negligence or willful misconduct with respect to such acts or omissions;
     and

          (b) an Indemnified Person shall be fully protected in relying in good
     faith upon the records of the Trust and upon such information, opinions,
     reports or statements presented to the Trust by any Person as to matters
     the Indemnified Person reasonably believes are within such other Person's
     professional or expert competence and who has been selected with reasonable
     care by or on behalf of the Trust, including information, opinions, reports
     or statements as to the value and amount of the assets, liabilities,
     profits, losses, or any other facts pertinent to the existence and amount
     of assets from which distributions to holders of Securities might properly
     be paid.

     SECTION 4.2  Fiduciary Duty.
                  --------------

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

          (b) unless otherwise expressly provided herein:

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

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

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

                                       8



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

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

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

     SECTION 4.3  Indemnification.
                  ---------------

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

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

                                       9



               action or suit was brought shall determine upon application that,
               despite the adjudication of liability but in view of all the
               circumstances of the case, such person is fairly and reasonably
               entitled to indemnity for such expenses which such Court of
               Chancery or such other court shall deem proper.

                    (iii) To the extent that a Company Indemnified Person shall
               be successful on the merits or otherwise (including dismissal of
               an action without prejudice or the settlement of an action
               without admission of liability) in defense of any action, suit or
               proceeding referred to in paragraphs (i) and (ii) of this Section
               4.3(a), or in defense of any claim, issue or matter therein, he
               shall be indemnified, to the full extent permitted by law,
               against expenses (including attorneys' fees) actually and
               reasonably incurred by him in connection therewith.

                    (iv)  Any indemnification under paragraphs (i) and (ii) of
               this Section 4.3(a) (unless ordered by a court) shall be made by
               the Note Issuer only as authorized in the specific case upon a
               determination that indemnification of the Company Indemnified
               Person is proper in the circumstances because he has met the
               applicable standard of conduct set forth in paragraphs (i) and
               (ii). Such determination shall be made (1) by the Regular
               Trustees by a majority vote of a quorum consisting of such
               Regular Trustees who were not parties to such action, suit or
               proceeding, (2) if such a quorum is not obtainable, or, even if
               obtainable, if a quorum of disinterested Regular Trustees so
               directs, by independent legal counsel in a written opinion, or
               (3) by the Common Security holder of the Trust.

                    (v)   Expenses (including reasonable attorneys' fees and
               expenses) incurred by a Company Indemnified Person in defending a
               civil, criminal, administrative or investigative action, suit or
               proceeding referred to in paragraphs (i) and (ii) of this Section
               4.3(a) shall be paid by the Note Issuer in advance of the final
               disposition of such action, suit or proceeding upon receipt of an
               undertaking by or on behalf of such Company Indemnified Person to
               repay such amount if it shall ultimately be determined that he is
               not entitled to be indemnified by the Note Issuer as authorized
               in this Section 4.3(a). Notwithstanding the foregoing, no advance
               shall be made by the Note Issuer if a determination is reasonably
               and promptly made (i) by the Regular Trustees by a majority vote
               of a quorum of disinterested Regular Trustees, (ii) if such a
               quorum is not obtainable, or, even if obtainable, if a quorum of
               disinterested Regular Trustees so directs, by independent legal
               counsel in a written opinion or (iii) the Common Security holder
               of the Trust, that, based upon the facts known to the Regular
               Trustees, counsel or the Common Security holder at the time such
               determination is made, such Company Indemnified Person acted in
               bad faith or in a manner that such person did not believe to be
               in or not opposed to the best interests of the Trust, or, with
               respect to any

                                       10



               criminal proceeding, that such Company Indemnified Person
               believed or had reasonable cause to believe his conduct was
               unlawful. In no event shall any advance be made in instances
               where the Regular Trustees, independent legal counsel or Common
               Security holder reasonably determine that such person
               deliberately breached his duty to the Trust or its Common or
               Preferred Security holders.

                    (vi)   The indemnification and advancement of expenses
               provided by, or granted pursuant to, the other paragraphs of this
               Section 4.3(a) shall not be deemed exclusive of any other rights
               to which those seeking indemnification and advancement of
               expenses may be entitled under any agreement, vote of
               stockholders or disinterested directors of the Note Issuer or
               Preferred Security Holders of the Trust or otherwise, both as to
               action in his official capacity and as to action in another
               capacity while holding such office. All rights to indemnification
               under this Section 4.3(a) shall be deemed to be provided by a
               contract between the Note Issuer and each Company Indemnified
               Person who serves in such capacity at any time while this Section
               4.3(a) is in effect. Any repeal or modification of this Section
               4.3(a) shall not affect any rights or obligations then existing.

                    (vii)  The Note Issuer or the Trust may purchase and
               maintain insurance on behalf of any person who is or was a
               Company Indemnified Person against any liability asserted against
               him and incurred by him in any such capacity, or arising out of
               his status as such, whether or not the Note Issuer would have the
               power to indemnify him against such liability under the
               provisions of this Section 4.3(a).

                    (viii) For purposes of this Section 4.3(a), references to
               "the Trust" shall include, in addition to the resulting or
               surviving entity, any constituent entity (including any
               constituent of a constituent) absorbed in a consolidation or
               merger, so that any person who is or was a director, trustee,
               officer or employee of such constituent entity, or is or was
               serving at the request of such constituent entity as a director,
               trustee, officer, employee or agent of another entity, shall
               stand in the same position under the provisions of this Section
               4.3(a) with respect to the resulting or surviving entity as he
               would have with respect to such constituent entity if its
               separate existence had continued.

                    (ix)   The indemnification and advancement of expenses
               provided by, or granted pursuant to, this Section 4.3(a) shall,
               unless otherwise provided when authorized or ratified, continue
               as to a person who has ceased to be a Company Indemnified Person
               and shall inure to the benefit of the heirs, executors and
               administrators of such a person.

                    (b)    The Note Issuer agrees to indemnify (i) the Delaware
          Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any
          officers, directors,

                                       11



          shareholders, members, partners, employees, representatives, nominees,
          custodians or agents of the Delaware Trustee (each of the Persons in
          (i) through (iii) being referred to as a "Fiduciary Indemnified
          Person") for, and to hold each Fiduciary Indemnified Person harmless
          against, any loss, liability 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 4.3(b) shall survive the termination of this
          Declaration.

     SECTION 4.4 Outside Businesses.
                 -------------------

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

                                   ARTICLE 5
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

     SECTION 5.1 Amendments.
                 ----------

     At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees, the Delaware Trustee and the Sponsor.

     SECTION 5.2 Termination of Trust.
                 --------------------

     (a)  The Trust shall dissolve:

          (i)  upon the bankruptcy of the Sponsor;

          (ii) upon the filing of a certificate of dissolution or its equivalent
     with respect to the Sponsor or the revocation of the Sponsor's charter;

                                       12



          (iii) upon the entry of a decree of judicial dissolution of the
     Sponsor or the Trust; and

          (iv)  before the issue of any Securities, with the consent of all of
     the Regular Trustees and the Sponsor; and

     (b) as soon as is practicable after the occurrence of an event referred to
in Section 5.2(a), and after satisfaction of all obligations of the Trust, the
Trustees shall file a certificate of cancellation with the Secretary of State of
the State of Delaware and the Trust shall terminate.

     SECTION 5.3 Governing Law.
                 -------------

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

     SECTION 5.4 Headings.
                 --------

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

     SECTION 5.5 Successors and Assigns.
                 ----------------------

     Whenever in this Declaration any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether or not so expressed.

     SECTION 5.6 Partial Enforceability.
                 ----------------------

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

     SECTION 5.7 Counterparts.
                 ------------

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

                                       13



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


                                        /s/ JAMES T. HOUGHTON
                                        -------------------------------------
                                        Name: James T. Houghton
                                        Title: Regular Trustee

                                        /s/ KAREN A. GOSNELL
                                        -------------------------------------
                                        Name: Karen A. Gosnell
                                        Title: Regular Trustee

                                        THE BANK OF NEW YORK (DELAWARE), as
                                        Delaware Trustee

                                        By:/s/ JOHN NICHOLS
                                           ----------------------------------
                                        Name:
                                        Title:


                                        BANK OF AMERICA CORPORATION, as
                                        Sponsor



                                        By:/s/ KAREN A. GOSNELL
                                           ----------------------------------
                                        Name: Karen A. Gosnell
                                        Title: Senior Vice President

                                       14



                                    EXHIBIT A

                              CERTIFICATE OF TRUST

     The undersigned, the trustees of BAC Capital Trust ___, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810,
                                                           ---- --
hereby certify as follows:

          (a)  The name of the business trust being formed hereby (the "Trust")
               is "BAC Capital Trust ___."

          (b)  The name and business address of the trustee of the Trust which
               has its principal place of business in the State of Delaware is
               as follows:

                           The Bank of New York (Delaware)
                           502 White Clay Center, Route 273
                           Newark, Delaware 19711

          (c)  This Certificate of Trust shall be effective as of the date of
               filing.

     Dated: September ____, 2001



                                   _____________________________________________
                                   Name: James T. Houghton
                                   Title: Regular Trustee



                                   _____________________________________________
                                   Name:  Karen A. Gosnell
                                   Title: Regular Trustee



                                   THE BANK OF NEW YORK (DELAWARE), as
                                   Delaware Trustee


                                   By:__________________________________________
                                   Name:
                                   Title:

                                       15

EX-4.8

                                                                     Exhibit 4.8


































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


                              DECLARATION OF TRUST

                              BAC CAPITAL TRUST IV

                         Dated as of September 26, 2001


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









                                            TABLE OF CONTENTS

                                                                                                 Page
                                                                                              
                                                ARTICLE 1
                                               DEFINITIONS

SECTION 1.1           Definitions ..............................................................   1

                                                ARTICLE 2
                                               ORGANIZATION

SECTION 2.1           Name .....................................................................   3
SECTION 2.2           Office ...................................................................   3
SECTION 2.3           Purpose ..................................................................   4
SECTION 2.4           Authority ................................................................   4
SECTION 2.5           Title to Property of the Trust ...........................................   4
SECTION 2.6           Powers of the Trustees ...................................................   4
SECTION 2.7           Filing of Certificate of Trust ...........................................   5
SECTION 2.8           Duration of Trust ........................................................   5
SECTION 2.9           Responsibilities of the Sponsor ..........................................   5
SECTION 2.10          Declaration Binding on Securities Holders ................................   6

                                                 ARTICLE 3
                                                 TRUSTEES

SECTION 3.1           Trustees .................................................................   6
SECTION 3.2           Regular Trustees .........................................................   6
SECTION 3.3           Delaware Trustee .........................................................   7
SECTION 3.4           Property Trustee .........................................................   7
SECTION 3.5           Not Responsible for Recitals or Sufficiency of Declaration ...............   7

                                                 ARTICLE 4
               LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1           Exculpation ..............................................................   7
SECTION 4.2           Fiduciary Duty ...........................................................   8
SECTION 4.3           Indemnification ..........................................................   9
SECTION 4.4           Outside Businesses .......................................................  12

                                                ARTICLE 5
                                   AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1           Amendments ...............................................................  12
SECTION 5.2           Termination of Trust .....................................................  12
SECTION 5.3           Governing Law ............................................................  13
SECTION 5.4           Headings .................................................................  13
SECTION 5.5           Successors and Assigns ...................................................  13
SECTION 5.6           Partial Enforceability ...................................................  13
SECTION 5.7           Counterparts .............................................................  13


                                      -i-




                              DECLARATION OF TRUST
                                       OF
                               BAC CAPITAL TRUST I

         THIS DECLARATION OF TRUST ("Declaration") dated and effective as of
September __, 2001 by the Trustees (as defined herein), the Sponsor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Business Trust Act (as defined herein) for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Notes of the Note Issuer (as defined herein); and

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

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1   Definitions.
                      -----------

         Unless the context otherwise requires:

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

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

          (c)  all references to "the Declaration" or "this Declaration" are to
               this Declaration of Trust as modified, supplemented or amended
               from time to time;

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

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

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



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

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

               "Commission" means the Securities and Exchange Commission.
                ----------

               "Common Security" means a security representing an undivided
                ---------------
          beneficial interest in the assets of the Trust with such terms as may
          be set out in any amendment to this Declaration.

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

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

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

               "Delaware Trustee" has the meaning set forth in Section 3.1.
                ----------------

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

               "Fiduciary Indemnified Person" has the meaning set forth in
                ----------------------------
          Section 4.3(b).

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

               "Indenture" means the Indenture dated as of November 27, 1996
                ---------
          between the Company and the Note Trustee and any indenture
          supplemental thereto, or any other replacement or alternate indenture,
          pursuant to which the Notes are to be issued.

               "Note Issuer" means the Company in its capacity as the issuer of
                -----------
          the Notes under the Indenture.

               "Notes" means the series of Notes to be issued by the Note Issuer
                -----
          and acquired by the Trust.

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

                                       2



               "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.

               "Preferred Security" means a security representing a preferred
                ------------------
          undivided beneficial interest in the assets of the Trust with such
          terms as may be set out in any amendment to this Declaration.

               "Property Trustee" has the meaning set forth in Section 3.4.
                ----------------

               "Regular Trustee" means any Trustee other than the Delaware
                ---------------
          Trustee and the Property Trustee (as hereinafter defined).

               "Securities" means the Common Securities and the Preferred
                ----------
          Securities.

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

               "Sponsor" means the Company in its capacity as sponsor of the
                -------
          Trust.

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

                                   ARTICLE 2
                                  ORGANIZATION

          SECTION 2.1  Name.
                       ----

          The Trust created by this Declaration is named "BAC Capital Trust IV."
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

          SECTION 2.2  Office.
                       ------

          The address of the principal office of the Trust is c/o Bank of
America Corporation, Corporate Treasury Division, Bank of America Corporate
Center, 100 North Tryon Street, 23/rd/ Floor, Charlotte, North Carolina 28255.
At any time, the Regular Trustees may designate another principal office.

                                       3



        SECTION 2.3  Purpose.
                     -------

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

        SECTION 2.4  Authority.
                     ---------

        Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

        SECTION 2.5  Title to Property of the Trust.
                     ------------------------------

        Legal title to all assets of the Trust shall be vested in the Trust.

        SECTION 2.6  Powers of the Trustees.
                     ----------------------

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

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

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

                       (i)  execute and file with the Commission a registration
                  statement on Form S-3 prepared by the Sponsor, including any
                  amendments thereto in relation to the Preferred Securities;

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

                                       4



               (iii) to determine whether to list securities and to execute and
          file an application, prepared by the Sponsor, to the New York Stock
          Exchange, Inc. or any other national stock exchange or The Nasdaq
          National Market, Inc. for listing upon notice of issuance of any
          Preferred Securities;

               (iv)  execute and file with the Commission a registration
          statement on Form 8-A, if required, including any amendments thereto,
          prepared by the Sponsor, relating to the registration of the Preferred
          Securities under Section 12(b) of the Exchange Act; and

               (v)   execute and enter into an underwriting agreement providing
          for the sale of the Preferred Securities;

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

          (d)  to incur expenses which are necessary or incidental to carry out
     any of the purposes of this Declaration; and

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

     SECTION 2.7  Filing of Certificate of Trust.
                  ------------------------------

     On or after the date of execution of this Declaration, the Trustees shall
cause the Certificate of Trust for the Trust (the "Certificate of Trust") in the
form attached hereto as Exhibit A to be filed with the Secretary of State of the
State of Delaware.

      SECTION 2.8 Duration of Trust.
                  -----------------

     The Trust, absent termination pursuant to the provisions of Section 5.2,
shall have existence for 55 years from January 1, 2001.

     SECTION 2.9  Responsibilities of the Sponsor.
                  -------------------------------

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

          (a)  to prepare for filing by the Trust with the Commission a
     registration statement on Form S-3 in relation to the Preferred Securities,
     including any amendments thereto;

          (b)  to determine the states or other jurisdictions in which to take
     appropriate action to qualify or register for sale all or part of the
     Preferred Securities and to take any and all such actions, other than
     actions which must be taken by the Trust, and advise the Trust of actions
     it must take, and prepare for execution and filing any documents to be

                                       5



     executed and filed by the Trust, as the Sponsor deems necessary or
     advisable in order to comply with the applicable laws of any such states;

                  (c)  to prepare for filing when required by the Trust an
     application to the New York Stock Exchange, Inc. or any other national
     stock exchange or the Nasdaq National Market for listing upon notice of
     issuance of any Preferred Securities;

                  (d)  to prepare for filing by the Trust with the Commission
     any required registration statement on Form 8-A relating to the
     registration of the Preferred Securities under Section 12(b) of the
     Exchange Act, including any amendments thereto; and

                  (e)  to negotiate the terms of an underwriting agreement
     providing for the sale of the Preferred Securities.

     SECTION 2.10 Declaration Binding on Securities Holders.
                  -----------------------------------------

     Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                   ARTICLE 3
                                    TRUSTEES

     SECTION 3.1 Trustees.
                 --------

     The number of Trustees initially shall be three, and thereafter the number
of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however, that the number
                                              --------  -------
of Trustees shall in no event be less than two; provided further that one
                                                -------- -------
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity which has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with the Company (a "Regular Trustee").

     SECTION 3.2 Regular Trustees.
                 ----------------

     The initial Regular Trustees shall be:

     James T. Houghton and
     Karen A. Gosnell

                  (a)  Except as expressly set forth in this Declaration, any
      power of the Regular Trustees may be exercised by, or with the consent of,
      any one such Regular Trustee.

                  (b)  Unless otherwise determined by the Regular Trustees, and
      except as otherwise required by the Business Trust Act, any Regular
      Trustee is authorized to execute on behalf of the Trust any documents
      which the Regular Trustees have the power

                                       6



         and authority to cause the Trust to execute pursuant to Section 2.6
         provided, that, the registration statement referred to in Section
         --------  ----
         2.6(b), including any amendments thereto, shall be signed by a majority
         of the Regular Trustees then holding office; and

                  (c)  a Regular Trustee may, by power of attorney consistent
         with applicable law, delegate to any other natural person over the age
         of 21 his or her power for the purposes of signing any documents which
         the Regular Trustees have power and authority to cause the Trust to
         execute pursuant to Section 2.6.

         SECTION 3.3 Delaware Trustee.
                     ----------------

         The initial Delaware Trustee shall be:

         The Bank of New York (Delaware)

         Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Regular
Trustees described in this Declaration. The Delaware Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Business Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust or of the Regular Trustees except such acts as the Delaware Trustee is
expressly obligated or authorized to undertake under this Declaration or the
Business Trust Act and except for the gross negligence or willful misconduct of
the Delaware Trustee.

         SECTION 3.4 Property Trustee.
                     ----------------

         Prior to the issuance of the Preferred Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Property Trustee")
meeting the requirements of an eligible trustee under the Trust Indenture Act of
1939, as amended, by the execution of an amendment to this Declaration executed
by the Regular Trustees, the Sponsor, the Property Trustee and the Delaware
Trustee.

         SECTION 3.5 Not Responsible for Recitals or Sufficiency of Declaration.
                     ----------------------------------------------------------

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

                                   ARTICLE 4
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

         SECTION 4.1 Exculpation.
                     -----------

                  (a)  No Indemnified Person shall be liable, responsible or
         accountable in damages or otherwise to the Trust or any Covered Person
         for any loss, damage or claim

                                       7



         incurred by reason of any act or omission performed or omitted by such
         Indemnified Person in good faith on behalf of the Trust and in a manner
         such Indemnified Person reasonably believed to be within the scope of
         the authority conferred on such Indemnified Person by this Declaration
         or by law, except that an Indemnified Person shall be liable for any
         such loss, damage or claim incurred by reason of such Indemnified
         Person's gross negligence or willful misconduct with respect to such
         acts or omissions; and

                  (b)  an Indemnified Person shall be fully protected in relying
         in good faith upon the records of the Trust and upon such information,
         opinions, reports or statements presented to the Trust by any Person as
         to matters the Indemnified Person reasonably believes are within such
         other Person's professional or expert competence and who has been
         selected with reasonable care by or on behalf of the Trust, including
         information, opinions, reports or statements as to the value and amount
         of the assets, liabilities, profits, losses, or any other facts
         pertinent to the existence and amount of assets from which
         distributions to holders of Securities might properly be paid.

         SECTION 4.2 Fiduciary Duty.
                     --------------

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

                  (b)  unless otherwise expressly provided herein:

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

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

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

                                       8



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

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

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

             SECTION 4.3   Indemnification.
                           ---------------

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

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

                                       9



                action or suit was brought shall determine upon application
                that, despite the adjudication of liability but in view of all
                the circumstances of the case, such person is fairly and
                reasonably entitled to indemnity for such expenses which such
                Court of Chancery or such other court shall deem proper.

                      (iii) To the extent that a Company Indemnified Person
                shall be successful on the merits or otherwise (including
                dismissal of an action without prejudice or the settlement of an
                action without admission of liability) in defense of any action,
                suit or proceeding referred to in paragraphs (i) and (ii) of
                this Section 4.3(a), or in defense of any claim, issue or matter
                therein, he shall be indemnified, to the full extent permitted
                by law, against expenses (including attorneys' fees) actually
                and reasonably incurred by him in connection therewith.

                      (iv)  Any indemnification under paragraphs (i) and (ii) of
                this Section 4.3(a) (unless ordered by a court) shall be made by
                the Note Issuer only as authorized in the specific case upon a
                determination that indemnification of the Company Indemnified
                Person is proper in the circumstances because he has met the
                applicable standard of conduct set forth in paragraphs (i) and
                (ii). Such determination shall be made (1) by the Regular
                Trustees by a majority vote of a quorum consisting of such
                Regular Trustees who were not parties to such action, suit or
                proceeding, (2) if such a quorum is not obtainable, or, even if
                obtainable, if a quorum of disinterested Regular Trustees so
                directs, by independent legal counsel in a written opinion, or
                (3) by the Common Security holder of the Trust.

                      (v)   Expenses (including reasonable attorneys' fees and
                expenses) incurred by a Company Indemnified Person in defending
                a civil, criminal, administrative or investigative action, suit
                or proceeding referred to in paragraphs (i) and (ii) of this
                Section 4.3(a) shall be paid by the Note Issuer in advance of
                the final disposition of such action, suit or proceeding upon
                receipt of an undertaking by or on behalf of such Company
                Indemnified Person to repay such amount if it shall ultimately
                be determined that he is not entitled to be indemnified by the
                Note Issuer as authorized in this Section 4.3(a).
                Notwithstanding the foregoing, no advance shall be made by the
                Note Issuer if a determination is reasonably and promptly made
                (i) by the Regular Trustees by a majority vote of a quorum of
                disinterested Regular Trustees, (ii) if such a quorum is not
                obtainable, or, even if obtainable, if a quorum of disinterested
                Regular Trustees so directs, by independent legal counsel in a
                written opinion or (iii) the Common Security holder of the
                Trust, that, based upon the facts known to the Regular Trustees,
                counsel or the Common Security holder at the time such
                determination is made, such Company Indemnified Person acted in
                bad faith or in a manner that such person did not believe to be
                in or not opposed to the best interests of the Trust, or, with
                respect to any

                                       10



                criminal proceeding, that such Company Indemnified Person
                believed or had reasonable cause to believe his conduct was
                unlawful. In no event shall any advance be made in instances
                where the Regular Trustees, independent legal counsel or Common
                Security holder reasonably determine that such person
                deliberately breached his duty to the Trust or its Common or
                Preferred Security holders.

                      (vi)   The indemnification and advancement of expenses
                provided by, or granted pursuant to, the other paragraphs of
                this Section 4.3(a) shall not be deemed exclusive of any other
                rights to which those seeking indemnification and advancement of
                expenses may be entitled under any agreement, vote of
                stockholders or disinterested directors of the Note Issuer or
                Preferred Security Holders of the Trust or otherwise, both as to
                action in his official capacity and as to action in another
                capacity while holding such office. All rights to
                indemnification under this Section 4.3(a) shall be deemed to be
                provided by a contract between the Note Issuer and each Company
                Indemnified Person who serves in such capacity at any time while
                this Section 4.3(a) is in effect. Any repeal or modification of
                this Section 4.3(a) shall not affect any rights or obligations
                then existing.

                      (vii)  The Note Issuer or the Trust may purchase and
                maintain insurance on behalf of any person who is or was a
                Company Indemnified Person against any liability asserted
                against him and incurred by him in any such capacity, or arising
                out of his status as such, whether or not the Note Issuer would
                have the power to indemnify him against such liability under the
                provisions of this Section 4.3(a).

                      (viii) For purposes of this Section 4.3(a), references to
                "the Trust" shall include, in addition to the resulting or
                surviving entity, any constituent entity (including any
                constituent of a constituent) absorbed in a consolidation or
                merger, so that any person who is or was a director, trustee,
                officer or employee of such constituent entity, or is or was
                serving at the request of such constituent entity as a director,
                trustee, officer, employee or agent of another entity, shall
                stand in the same position under the provisions of this Section
                4.3(a) with respect to the resulting or surviving entity as he
                would have with respect to such constituent entity if its
                separate existence had continued.

                      (ix)   The indemnification and advancement of expenses
                provided by, or granted pursuant to, this Section 4.3(a) shall,
                unless otherwise provided when authorized or ratified, continue
                as to a person who has ceased to be a Company Indemnified Person
                and shall inure to the benefit of the heirs, executors and
                administrators of such a person.

                (b)   The Note Issuer agrees to indemnify (i) the Delaware
          Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any
          officers, directors,

                                       11





                  shareholders, members, partners, employees, representatives,
                  nominees, custodians or agents of the Delaware Trustee (each
                  of the Persons in (i) through (iii) being referred to as a
                  "Fiduciary Indemnified Person") for, and to hold each
                  Fiduciary Indemnified Person harmless against, any loss,
                  liability 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 4.3(b) shall survive the termination of this
                  Declaration.

         SECTION 4.4 Outside Businesses.
                     ------------------

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

                                   ARTICLE 5
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

         SECTION 5.1 Amendments.
                     ----------

         At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees, the Delaware Trustee and the Sponsor.

         SECTION 5.2 Termination of Trust.
                     --------------------

         (a)      The Trust shall dissolve:

                  (i)  upon the bankruptcy of the Sponsor;

                  (ii) upon the filing of a certificate of dissolution or its
         equivalent with respect to the Sponsor or the revocation of the
         Sponsor's charter;

                                       12







              (iii)  upon the entry of a decree of judicial dissolution of the
         Sponsor or the Trust; and

              (iv)   before the issue of any Securities, with the consent of all
         of the Regular Trustees and the Sponsor; and

         (b)  as soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), and after satisfaction of all obligations of the
Trust, the Trustees shall file a certificate of cancellation with the Secretary
of State of the State of Delaware and the Trust shall terminate.

         SECTION 5.3 Governing Law.
                     -------------

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

         SECTION 5.4 Headings.
                     --------

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

         SECTION 5.5 Successors and Assigns.
                     ----------------------

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

         SECTION 5.6 Partial Enforceability.
                     ----------------------

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

         SECTION 5.7 Counterparts.
                     ------------

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

                                       13



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



                                         /s/ JAMES T. HOUGHTON
                                         --------------------------------------
                                         Name: James T. Houghton
                                         Title: Regular Trustee



                                         /s/ KAREN A. GOSNELL
                                         --------------------------------------
                                         Name: Karen A. Gosnell
                                         Title: Regular Trustee



                                         THE BANK OF NEW YORK (DELAWARE), as
                                         Delaware Trustee

                                         By: /s/ JOHN NICHOLS
                                            -----------------------------------
                                         Name:
                                         Title:



                                         BANK OF AMERICA CORPORATION, as Sponsor



                                         By: /s/ KAREN A. GOSNELL
                                            -----------------------------------
                                         Name: Karen A. Gosnell
                                         Title: Senior Vice President

                                       14



                                    EXHIBIT A

                              CERTIFICATE OF TRUST

         The undersigned, the trustees of BAC Capital Trust __, desiring to form
a business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S) 3810,
                                                             ---  -
hereby certify as follows:

                  (a)      The name of the business trust being formed hereby
                           (the "Trust") is "BAC Capital Trust __."

                  (b)      The name and business address of the trustee of the
                           Trust which has its principal place of business in
                           the State of Delaware is as follows:

                                            The Bank of New York (Delaware)
                                            502 White Clay Center, Route 273
                                            Newark, Delaware 19711

                  (c)      This Certificate of Trust shall be effective as of
                           the date of filing.

         Dated: September ____, 2001




                                              __________________________________
                                              Name: James T. Houghton
                                              Title: Regular Trustee


                                              __________________________________
                                              Name: Karen A. Gosnell
                                              Title: Regular Trustee



                                              THE BANK OF NEW YORK (DELAWARE),
                                              as Delaware Trustee


                                              By:_______________________________
                                              Name:
                                              Title:

                                       15

EX-4.9

                                                                     Exhibit 4.9































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


                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST


                              BAC CAPITAL TRUST __


                         Dated as of [__________, ____]


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










                               TABLE OF CONTENTS




                                                                                                    Page
                                                                                                 
ARTICLE 1    INTERPRETATION AND DEFINITIONS ......................................................     1

     SECTION 1.1    Definitions ..................................................................     1

ARTICLE 2    TRUST INDENTURE ACT .................................................................     8

     SECTION 2.1    Trust Indenture Act; Application .............................................     8
     SECTION 2.2    Lists of Holders of Securities ...............................................     9
     SECTION 2.3    Reports by the Property Trustee ..............................................     9
     SECTION 2.4    Periodic Reports to Property Trustee .........................................     9
     SECTION 2.5    Evidence of Compliance with Conditions Precedent .............................     9
     SECTION 2.6    Events of Default; Waiver ....................................................    10
     SECTION 2.7    Event of Default or Nonpayment Notice ........................................    11

ARTICLE 3    ORGANIZATION ........................................................................    12

     SECTION 3.1    Name .........................................................................    12
     SECTION 3.2    Office .......................................................................    12
     SECTION 3.3    Purpose ......................................................................    12
     SECTION 3.4    Authority ....................................................................    12
     SECTION 3.5    Title to Property of the Trust ...............................................    12
     SECTION 3.6    Powers and Duties of the Regular Trustees ....................................    13
     SECTION 3.7    Prohibition of Actions by the Trust and the Trustees .........................    15
     SECTION 3.8    Powers and Duties of the Property Trustee ....................................    16
     SECTION 3.9    Certain Duties and Responsibilities of the Property Trustee ..................    18
     SECTION 3.10   Certain Rights of Property Trustee ...........................................    19
     SECTION 3.11   Delaware Trustee .............................................................    21
     SECTION 3.12   Execution of Documents .......................................................    22
     SECTION 3.13   Not Responsible for Recitals or Issuance of Securities .......................    22
     SECTION 3.14   Duration of Trust ............................................................    22
     SECTION 3.15   Mergers ......................................................................    22

ARTICLE 4    SPONSOR .............................................................................    24

     SECTION 4.1    Sponsor's Purchase of Common Securities ......................................    24
     SECTION 4.2    Responsibilities of the Sponsor ..............................................    24
     SECTION 4.3    Covenants of the Sponsor .....................................................    25

ARTICLE 5    TRUSTEES ............................................................................    25

     SECTION 5.1    Number of Trustees ...........................................................    25
     SECTION 5.2    Qualifications of Delaware Trustee ...........................................    25
     SECTION 5.3    Property Trustee; Eligibility ................................................    26
     SECTION 5.4    Certain Qualifications of Regular Trustees and Delaware Trustee Generally ....    26



                                       i



                               TABLE OF CONTENTS
                                  (continued)



                                                                                                    Page
                                                                                                 
     SECTION 5.5    Regular Trustees .............................................................    26
     SECTION 5.6    Appointment of Delaware Trustee ..............................................    27
     SECTION 5.7    Appointment, Removal and Resignation of Trustees .............................    27
     SECTION 5.8    Vacancies among Trustees .....................................................    28
     SECTION 5.9    Effect of Vacancies ..........................................................    29
     SECTION 5.10   Meetings .....................................................................    29
     SECTION 5.11   Delegation of Power ..........................................................    29
     SECTION 5.12   Merger, Conversion, Consolidation, Amalgamation or Succession to Business ....    30

ARTICLE 6    DISTRIBUTIONS .......................................................................    30

     SECTION 6.1    Distributions ................................................................    30

ARTICLE 7    ISSUANCE OF SECURITIES ..............................................................    30

     SECTION 7.1    General Provisions Regarding Securities ......................................    30
     SECTION 7.2    Paying Agent .................................................................    32

ARTICLE 8    TERMINATION OF TRUST ................................................................    32

     SECTION 8.1    Termination of Trust .........................................................    32

ARTICLE 9    TRANSFER OF INTERESTS ...............................................................    33

     SECTION 9.1    Transfer of Securities .......................................................    33
     SECTION 9.2    Transfer of Certificates .....................................................    33
     SECTION 9.3    Deemed Security Holders ......................................................    33
     SECTION 9.4    Book-Entry Interests .........................................................    34
     SECTION 9.5    Notices to Clearing Agency ...................................................    34
     SECTION 9.6    Appointment of Successor Clearing Agency .....................................    34
     SECTION 9.7    Definitive Capital Security Certificates .....................................    35
     SECTION 9.8    Mutilated, Destroyed, Lost or Stolen Certificates ............................    35

ARTICLE 10   LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS ................    36

     SECTION 10.1   Liability ....................................................................    36
     SECTION 10.2   Exculpation ..................................................................    36
     SECTION 10.3   Fiduciary Duty ...............................................................    37
     SECTION 10.4   Indemnification ..............................................................    38
     SECTION 10.5   Outside Businesses ...........................................................    41

ARTICLE 11   ACCOUNTING ..........................................................................    41

     SECTION 11.1   Fiscal Year ..................................................................    41



                                       ii



                               TABLE OF CONTENTS
                                  (continued)



                                                                                              Page
                                                                                           
     SECTION 11.2   Certain Accounting Matters ............................................     41
     SECTION 11.3   Banking ...............................................................     42
     SECTION 11.4   Withholding ...........................................................     42

ARTICLE 12    AMENDMENTS AND MEETINGS .....................................................     42

     SECTION 12.1   Amendments ............................................................     42
     SECTION 12.2   Meetings of the Holders of Securities; Action by Written Consent ......     44

ARTICLE 13    REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE ....................     45

     SECTION 13.1   Representations and Warranties of Property Trustee ....................     45
     SECTION 13.2   Representations and Warranties of Delaware Trustee ....................     46

ARTICLE 14    MISCELLANEOUS ...............................................................     47

     SECTION 14.1   Notices ...............................................................     47
     SECTION 14.2   Governing Law .........................................................     48
     SECTION 14.3   Intention of the Parties ..............................................     48
     SECTION 14.4   Headings ..............................................................     48
     SECTION 14.5   Successors and Assigns ................................................     48
     SECTION 14.6   Partial Enforceability ................................................     48
     SECTION 14.7   Counterparts; Acceptance ..............................................     48



                                      iii



                             CROSS-REFERENCE TABLE*


     Section of
     Trust Indenture Act                              Section of
     of 1939, as amended                              Declaration
     -------------------                              -----------


     310(a) ......................................    5.3(a)
     310(c) ......................................    Inapplicable
     311(c) ......................................    Inapplicable
     312(a) ......................................    2.2(a)
     312(b) ......................................    2.2(b)
     313 .........................................    2.3
     314(a) ......................................    2.4
     314(b) ......................................    Inapplicable
     314(c) ......................................    2.5
     314(d) ......................................    Inapplicable
     314(f) ......................................    Inapplicable
     315(a) ......................................    3.9(b)
     315(c) ......................................    3.9(a)
     315(d) ......................................    3.9(b)
     316(a) ......................................    Annex I
     316(c) ......................................    3.6(e)
     _______________

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


                                       iv



                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                              BAC CAPITAL TRUST __

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

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

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

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

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

                                    ARTICLE 1
                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1 Definitions.
                 -----------

     Unless the context otherwise requires:

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

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

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




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

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

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

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

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

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

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

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

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

     "Capital Securities" shall mean the undivided preferred beneficial
      ------------------
interests in the assets of the Trust denominated as "BAC Capital Trust [__]%
Capital Securities," (liquidation amount of $___ per Security) the terms of
which are further described in Annex I hereto.

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

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

     "Capital Securities Guarantee" means the guarantee agreement to be dated as
      ----------------------------
of [________, ____], of the Sponsor in respect of the Capital Securities.

     "Capital Treatment Event" means the reasonable determination by the Company
      -----------------------
that, as a result of the occurrence of any amendment to, or change (including
any announced prospective


                                       2



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

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

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

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

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

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

     "Commission" means the Securities and Exchange Commission.
      ----------

     "Common Securities" shall mean the undivided common beneficial interests in
      -----------------
the assets of the Trust denominated as "BAC Capital Trust [__]% Common
Securities," (liquidation amount of $___ per Security) the terms of which are
further described in Annex I hereto.

     "Common Securities Guarantee" means the guarantee agreement to be dated as
      ---------------------------
of [__________, ____], of the Sponsor in respect of the Common Securities.

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

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

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


                                       3



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Investment Company Event" means the receipt by the Trust of an opinion of
      ------------------------
counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative


                                       4



body, court, governmental agency or regulatory authority (a "Change in 1940 Act
Law"), the Trust is or will be considered an investment company that is required
to be registered under the Investment Company Act of 1940, as amended, which
Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Capital Securities.

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

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

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

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

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

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

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

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

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

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

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


                                       5



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

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

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

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

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

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

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

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

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

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

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

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

     "Responsible Officer" means, with respect to the Property Trustee, any
      -------------------
officer within the Corporate Trust Office of the Property Trustee, including any
vice-president, any assistant vice-president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate Trust
Office of the Property Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

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

                                       6



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

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

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

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

     "Special Event Prepayment Price" shall mean with respect to the Notes, a
      ------------------------------
prepayment price equal to 100% of the outstanding principal amount of the Notes,
plus any accrued and unpaid interest thereon so prepaid up to but excluding the
date of prepayment.

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

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

     "Stated Maturity" shall mean [__________, ____], the date on which the
      ---------------
Notes shall mature, unless previously prepaid or redeemed.

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

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

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

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

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

     "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

                                        7



Securities will not recognize any gain or loss for United States federal income
tax purposes as a result of the dissolution of the Trust and the distribution of
the Notes.

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

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

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

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

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

                                   ARTICLE 2
                               TRUST INDENTURE ACT

     SECTION 2.1  Trust Indenture Act; Application.
                  --------------------------------

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

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

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

                                        8



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

     SECTION 2.2 Lists of Holders of Securities.
                 ------------------------------

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

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

     SECTION 2.3 Reports by the Property Trustee.
                 -------------------------------

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

     SECTION 2.4 Periodic Reports to Property Trustee.
                 ------------------------------------

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

     SECTION 2.5 Evidence of Compliance with Conditions Precedent.
     ------------------------------------------------------------

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

                                        9



     SECTION 2.6 Events of Default; Waiver.
                 -------------------------

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

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

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

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

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

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

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


                                       10



          Super Majority represents of the aggregate principal amount of the
          Notes outstanding;

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

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

SECTION 2.7 Event of Default or Nonpayment Notice.
            -------------------------------------

          (a) The Property Trustee shall, within 90 days after the occurrence of
     an Event of Default or a nonpayment of principal, premium, if any, or
     interest, when due, on the Notes ("Nonpayment") transmit by mail, first
     class postage prepaid, to the Holders of the Securities, notices of all
     Events of Default or Nonpayments with respect to the Securities actually
     known to a Responsible Officer of the Property Trustee, unless such Events
     of Default or Nonpayments have been cured before the giving of such notice;

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

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

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

                                       11



                                   ARTICLE 3
                                  ORGANIZATION

     SECTION 3.1  Name.
                  ----

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

     SECTION 3.2  Office.
                  ------

     The address of the principal office of the Trust is c/o Bank of America
Corporation, Attention: Corporate Treasury, Bank of America Corporate Center,
NC1-007-23-01, 100 North Tryon Street, Charlotte, North Carolina 28255. On ten
Business Days' written notice to the Holders of Securities, the Regular Trustees
may designate another principal office.

     SECTION 3.3  Purpose.
                  -------

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

     SECTION 3.4  Authority.
                  ---------

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

     SECTION 3.5  Title to Property of the Trust.
                  ------------------------------

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

                                       12



     SECTION 3.6 Powers and Duties of the Regular Trustees.
                 -----------------------------------------

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

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

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

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

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

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

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

               (v)   from time to time execute and enter into Underwriting
          Agreements providing for the sale of the Capital Securities;

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

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

          (e) to establish a record date with respect to all actions to be taken
     hereunder that require a record date be established, including and with
     respect to, for the purposes of Section316(c) of the Trust Indenture Act,
     Distributions, voting rights, redemptions and exchanges, and to issue
     relevant notices to the Holders of Capital

                                       13



     Securities and Holders of Common Securities as to such actions and
     applicable record dates;

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

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

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

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

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

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

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

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

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

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

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

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

                                       14



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       15



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

     SECTION 3.8  Powers and Duties of the Property Trustee.
                  -----------------------------------------

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

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

          (c) The Property Trustee shall:

               (i)   establish and maintain a segregated non-interest bearing
          trust account (the "Property Trustee Account") in the name of and
          under the exclusive control of the Property Trustee on behalf of the
          Holders of the Securities and, upon the receipt of payments of funds
          made in respect of the Notes held by the Property Trustee, deposit
          such funds into the Property Trustee Account and make payments to the
          Holders of the Capital Securities and Holders of the Common Securities
          from the Property Trustee Account in accordance with Section 6.1.
          Funds in the Property Trustee Account shall be held uninvested until
          disbursed in accordance with this Declaration. The Property Trustee
          Account shall be an account that is maintained with a banking
          institution the rating of whose long-term unsecured indebtedness is at
          least equal to the rating assigned to the Capital Securities by a
          "nationally recognized statistical rating organization", as that term
          is defined for purposes of Rule 436(g)(2) under the Securities Act;

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

               (iii) upon written notice of distribution issued by the Regular
          Trustees in accordance with the terms of the Securities, engage in
          such ministerial activities as shall be necessary or appropriate to
          effect the distribution of the

                                       16



               Notes to Holders of Securities upon the occurrence of a Special
               Event or other specified circumstances pursuant to the terms of
               the Securities.

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

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

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

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

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

               (g) The Property Trustee shall have the legal power to exercise
          all of the rights, powers and privileges of a holder of Notes under
          the Indenture and, if an Event of Default actually known to a
          Responsible Officer of the Property Trustee occurs and is continuing,
          the Property Trustee shall, for the benefit of Holders of the
          Securities, enforce its rights as holder of the Notes subject to the
          rights of the Holders pursuant to the terms of such Securities.

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

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

          The Property Trustee must exercise the powers set forth in this
     Section 3.8 in a manner that is consistent with the purposes and functions
     of the Trust set out in Section 3.3, and the

                                       17



Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

     SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee.
                 -----------------------------------------------------------

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

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

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

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

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

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

               (iii) the Property Trustee shall not be liable with respect to
          any action taken or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of not less than a
          Majority in liquidation amount of the Securities

                                       18



          relating to the time, method and place of conducting any proceeding
          for any remedy available to the Property Trustee, or exercising any
          trust or power conferred upon the Property Trustee under this
          Declaration;

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

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

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

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

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

     SECTION 3.10 Certain Rights of Property Trustee.
                  ----------------------------------

     (a)  Subject to the provisions of Section 3.9:

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

                                       19



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

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

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

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

               (vi)  the Property Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Declaration
          at the request or direction of any Holder, unless such Holder shall
          have provided to the Property Trustee security and indemnity,
          reasonably satisfactory to the Property Trustee, against the costs,
          expenses (including attorneys' fees and expenses and the expenses of
          the Property Trustee's agents, nominees or custodians) and liabilities
          that might be incurred by it in complying with such request or
          direction, including such reasonable advances as may be requested by
          the Property Trustee, provided, that, nothing contained in this
          Section 3.10(a)(vi) shall be taken to relieve the Property Trustee,
          upon the occurrence of an Event of Default, of its obligation to
          exercise the rights and powers vested in it by this Declaration;

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

                                       20



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

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

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

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

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

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

     SECTION 3.11 Delaware Trustee.
                  ----------------

     Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Regular Trustees or the Property Trustee described in this Declaration. Except
as set forth in Section 5.2, the Delaware Trustee shall be a

                                       21



Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act.

     SECTION 3.12 Execution of Documents.
                  ----------------------

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

     SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.
                  ------------------------------------------------------

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

     SECTION 3.14 Duration of Trust.
                  -----------------

     The Trust, unless terminated pursuant to the provisions of Article VIII
hereof, shall have existence for 55 years from January 1, 2001.

     SECTION 3.15 Mergers.
                  -------

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

          (b)  The Trust may, with the consent of a majority of the Regular
     Trustees and without the consent of the Holders of the Securities, the
     Delaware Trustee or the Property Trustee, consolidate, amalgamate, merge
     with or into, or be replaced by a trust organized as such under the laws of
     any State; provided that:
                -------- ----

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

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

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

                                       22



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

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

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

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

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

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

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

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

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

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

          (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with
     the consent of Holders of 100% in liquidation amount of the Securities,
     consolidate,

                                       23



     amalgamate, merge with or into, or be replaced by any other entity or
     permit any other entity to consolidate, amalgamate, merge with or into, or
     replace it if such consolidation, merger, amalgamation or replacement would
     cause the Trust or Successor Entity to be classified as other than a
     grantor trust for United States federal income tax purposes.

                                    ARTICLE 4
                                     SPONSOR

     SECTION 4.1 Sponsor's Purchase of Common Securities.
                 ---------------------------------------

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

     SECTION 4.2 Responsibilities of the Sponsor.
                 -------------------------------

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

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

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

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

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

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

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

                                       24



     SECTION 4.3 Covenants of the Sponsor.
                 ------------------------

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

                                   ARTICLE 5
                                    TRUSTEES

     SECTION 5.1 Number of Trustees.
                 ------------------

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

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

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

     SECTION 5.2 Qualifications of Delaware Trustee.
                 ----------------------------------

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

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

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

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

                                       25



     SECTION 5.3 Property Trustee; Eligibility.
                 -----------------------------

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

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

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

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

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

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

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

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

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

     SECTION 5.5 Regular Trustees.
                 ----------------

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

                                       26



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

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

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

     SECTION 5.6 Appointment of Delaware Trustee.
                 -------------------------------

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

     SECTION 5.7 Appointment, Removal and Resignation of Trustees.
                 ------------------------------------------------

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

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

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

          (b)  (i)  the Property Trustee shall not be removed in accordance with
     Section 5.7(a) until a successor trustee possessing the qualifications to
     act as Property Trustee under Section 5.3 (a "Successor Property Trustee")
     has been appointed and has accepted such appointment by written instrument
     executed by such Successor Property Trustee and delivered to the Regular
     Trustees and the Sponsor; and

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

                                       27



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

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

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

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

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

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

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

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

     SECTION 5.8 Vacancies among Trustees.
                 ------------------------

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

                                       28



evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.7.

     SECTION 5.9    Effect of Vacancies.
                    -------------------
     The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee in accordance with Section 5.7, the Regular Trustees in office,
regardless of their number, shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

     SECTION 5.10   Meetings.
                    --------

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

     SECTION 5.11   Delegation of Power.
                    -------------------

          (a)  Any Regular Trustee may, by power of attorney consistent with
     applicable law, delegate to any other natural person over the age of 21 his
     or her power for the purpose of executing any documents contemplated in
     Section 3.6, including any registration statement or amendment thereto
     filed with the Commission, or making any other governmental filing; and

          (b)  The Regular Trustees shall have power to delegate from time to
     time to such of their number or to officers of the Trust the doing of such
     things and the execution of such instruments either in the name of the
     Trust or the names of the Regular Trustees or otherwise as the Regular
     Trustees may deem expedient, to the extent such delegation is


                                       29



     not prohibited by applicable law or contrary to the provisions of the
Trust, as set forth herein.

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

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

                                   ARTICLE 6
                                 DISTRIBUTIONS

     SECTION 6.1    Distributions.
                    -------------

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

                                   ARTICLE 7
                             ISSUANCE OF SECURITIES

     SECTION 7.1    General Provisions Regarding Securities.
                    ---------------------------------------

          (a)  The Regular Trustees shall on behalf of the Trust issue the
     Capital Securities which shall have such terms as are set forth in a
     completed Designation of Terms in the form attached hereto as Annex I, with
     such additions, deletions, modifications and completions as may be approved
     by the Regular Trustees (the "Designation of Terms"), and one class of
     Common Securities representing undivided beneficial interests in the assets
     of the Trust having such terms as are set forth in a completed Designation
     of Terms. The Trust shall issue no securities or other interests in the
     assets of the Trust other than the Capital Securities and the Common
     Securities.

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


                                       30



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

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

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

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

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

     SECTION 7.2    Paying Agent.
                    ------------

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

                                       31



as Paying Agent. The Property Trustee shall initially act as Paying Agent for
the Capital Securities and the Trust shall initially act as Paying Agent for the
Common Securities.

                                   ARTICLE 8
                              TERMINATION OF TRUST

     SECTION 8.1    Termination of Trust.
                    --------------------

     (a)  The Trust shall dissolve:

          (i)   upon the bankruptcy of the Sponsor;

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

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

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

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

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

          (b)   As soon as is practicable after the occurrence of an event
     referred to in Section 8.1(a), the Trustees shall, after satisfaction of
     all obligations of the Trust, file a certificate of cancellation with the
     Secretary of State of the State of Delaware and the Trust shall terminate.

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


                                       32



                                   ARTICLE 9
                             TRANSFER OF INTERESTS

     SECTION 9.1    Transfer of Securities.
                    ----------------------

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

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

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

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

     SECTION 9.2    Transfer of Certificates.
                    ------------------------

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

     SECTION 9.3    Deemed Security Holders.
                    -----------------------

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


                                       33



     SECTION 9.4    Book-Entry Interests.
                    --------------------

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

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

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

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

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

     SECTION 9.5    Notices to Clearing Agency.
                    --------------------------

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

     SECTION 9.6    Appointment of Successor Clearing Agency.
                    ----------------------------------------

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

                                       34



     SECTION 9.7    Definitive Capital Security Certificates.
                    ----------------------------------------

     If:

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

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

     then:

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

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

     Otherwise, Definitive Capital Security Certificates will not be issued.

     SECTION 9.8    Mutilated, Destroyed, Lost or Stolen Certificates.
                    -------------------------------------------------

     If:

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

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

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like

                                       35



denomination. In connection with the issuance of any new Certificate under this
Section 9.8, the Regular Trustees may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

                                   ARTICLE 10
                           LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 10.1   Liability.
                    ---------

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

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

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

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

     SECTION 10.2   Exculpation.
                    -----------

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

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

                                       36



     SECTION 10.3   Fiduciary Duty.
                    --------------

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

     (b)  Unless otherwise expressly provided herein:

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

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

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

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

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

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

                                       37



     SECTION 10.4   Indemnification.
                    ---------------

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

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

               (iii) To the extent that a Company Indemnified Person shall be
          successful on the merits or otherwise (including dismissal of an
          action without prejudice or the settlement of an action without
          admission of liability) in defense of any action, suit or proceeding
          referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
          defense of any claim, issue or matter therein, he shall be
          indemnified, to the full extent permitted by law, against expenses
          (including attorneys' fees) actually and reasonably incurred by him in
          connection therewith.

               (iv)  Any indemnification under paragraphs (i) and (ii) of this
          Section 10.4(a) (unless ordered by a court) shall be made by the Note
          Issuer only as

                                       38



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

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

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

                                       39



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

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

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

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


                                       40



     SECTION 10.5 Outside Businesses.
                  ------------------

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

                                   ARTICLE 11
                                   ACCOUNTING

     SECTION 11.1 Fiscal Year.
                  -----------

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

     SECTION 11.2 Certain Accounting Matters.
                  --------------------------

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

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

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


                                       41



     SECTION 11.3 Banking.
                  -------

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

     SECTION 11.4 Withholding.
                  -----------

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

                                   ARTICLE 12
                             AMENDMENTS AND MEETINGS

     SECTION 12.1 Amendments.
                  ----------

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

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

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

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

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


                                       42



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

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

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

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

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

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

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

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

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

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

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

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

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

               (i)      cure any ambiguity;


                                       43



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

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

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

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

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

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

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

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


                                       44



          taking of action without a meeting shall be given to the Holders of
          Securities entitled to vote who have not consented in writing. The
          Regular Trustees may specify that any written ballot submitted to the
          Security Holder for the purpose of taking any action without a meeting
          shall be returned to the Trust within the time specified by the
          Regular Trustees;

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

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

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


                                   ARTICLE 13
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

     SECTION 13.1  Representations and Warranties of Property Trustee.
                   --------------------------------------------------

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

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


                                       45



          (b)  the execution, delivery and performance by the Property Trustee
     of the Declaration has been duly authorized by all necessary corporate
     action on the part of the Property Trustee. The Declaration has been duly
     executed and delivered by the Property Trustee, and it constitutes a legal,
     valid and binding obligation of the Property Trustee, enforceable against
     it in accordance with its terms, subject to applicable bankruptcy,
     reorganization, moratorium, insolvency, and other similar laws affecting
     creditors' rights generally and to general principles of equity and the
     discretion of the court (regardless of whether the enforcement of such
     remedies is considered in a proceeding in equity or at law);

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

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

     SECTION 13.2  Representations and Warranties of Delaware Trustee.
                   --------------------------------------------------

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

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

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

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

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


                                       46



                                   ARTICLE 14
                                  MISCELLANEOUS

     SECTION 14.1  Notices.
                   -------

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

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

                    BAC Capital Trust I
                    c/o Bank of America Corporation
                    Attention: Corporate Treasury
                    Bank of America Corporate Center
                    100 North Tryon Street
                    NC1-007-23-01
                    Charlotte, North Carolina 28255
                    Telecopy: (704) 386-0270

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

                    The Bank of New York (Delaware)
                    White Clay Center, Route 273
                    Newark, Delaware 19711
                    Attention: Corporate Trust Trustee Administration

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

                    The Bank of New York
                    101 Barclay Street, 21 West
                    New York, New York 10286
                    Attention: Corporate Trust Trustee
                    Administration

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

                    Bank of America Corporation
                    Bank of America Corporate Center
                    100 North Tryon Street
                    NC1-007-23-01

                                       47



                    Charlotte, North Carolina 28255
                    Attention: Corporate Treasury

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

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

     SECTION 14.2  Governing Law.
                   -------------

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

     SECTION 14.3  Intention of the Parties.
                   ------------------------

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

     SECTION 14.4  Headings.
                   --------

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

     SECTION 14.5  Successors and Assigns.
                   ----------------------

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

     SECTION 14.6  Partial Enforceability.
                   ----------------------

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

     SECTION 14.7  Counterparts; Acceptance.
                   ------------------------

     This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though


                                       48



one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.

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


                                       49



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


                                 ___________________________________________
                                 Karen A. Gosnell, as Regular Trustee


                                 ___________________________________________
                                 James T. Houghton, as Regular Trustee


                                 THE BANK OF NEW YORK (DELAWARE), as
                                 Delaware Trustee

                                 By:   _____________________________________
                                       Name:
                                       Title:


                                 THE BANK OF NEW YORK,
                                 as Property Trustee

                                 By:   _____________________________________
                                       Name:
                                       Title:


                                 BANK OF AMERICA CORPORATION, as Sponsor

                                 By:   _____________________________________
                                       Name:
                                       Title:


                                       50



                                     ANNEX I

                             BAC CAPITAL TRUST [__]
                             DESIGNATION OF TERMS OF
                           __% CAPITAL SECURITIES AND
                              __% COMMON SECURITIES

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

     1.   Designation and Number.
          ----------------------

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

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

     2.   Distributions.
          -------------

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

     (b)  Distributions on the Securities will be cumulative, will accrue from
[_________, ____] and will be payable quarterly [semi-annually] in arrears, on
January 15, April 15, July 15

                                       I-1



and October 15 [January 15 and July 15] of each year, commencing on January 15,
[____], except as otherwise described below. The Note Issuer has the right under
the Indenture to defer payments of interest on the Notes by extending the
interest payment period from time to time on the Notes for a period not
exceeding 20 [__] consecutive quarterly [semi-annual] periods (each an
"Extension Period"), during which Extension Period no interest shall be due and
payable on the Notes, provided that no Extension Period may extend beyond the
                      -------- ----
Stated Maturity. As a consequence of such deferral, Distributions also will be
deferred on the Capital Securities for the same period. Despite such deferral,
quarterly [semi-annual] Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly [semi-annually] during any such Extension Period. Prior to
the termination of any such Extension Period, the Note Issuer may extend further
such Extension Period; provided that such Extension Period together with all
                       -------- ----
such previous and further extensions thereof may not exceed 20 [__] consecutive
quarterly [semi-annual] periods or extend beyond the Stated Maturity. Payments
of accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust or the Clearing Agency, as the case may be, on the
first record date after the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Note Issuer
may commence a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period, except at the end
thereof, but the Note Issuer may repay at any time all or any portion of the
interest accrued during an Extension Period.

     (c)  Distributions on the Securities will be payable to the Holders thereof
as they appear on the books and records of the Trust on the relevant record
dates. While the Capital Securities remain in Book-Entry only form, the relevant
record dates shall be one Business Day prior to the relevant payment dates which
payment dates correspond to the interest payment dates on the Notes. Payment of
Distributions on the Securities held in Book-Entry only form will be made to the
Depositary in immediately available funds. The Depositary's practice is to
credit Clearing Agency Participants' accounts on the relevant payment date in
accordance with their respective holdings shown on the Depositary's records
unless the Depositary has reason to believe that it will not receive payments on
such payment date. Payments by (i) Clearing Agency Participants and (ii)
securities brokers and dealers, banks and trust companies and other entities
that clear transactions through or maintain a direct or indirect custodial
relationship with a Clearing Agency Participant (an "Indirect Participant") to
Capital Security Beneficial Owners will be governed by standing instructions and
customary practices and will be the responsibility of such Clearing Agency
Participants and Indirect Participants and not of the Depositary, the Trust or
the Corporation, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of distributions to the Depositary is the
responsibility of the Trust, disbursement of such payments to Clearing Agency
Participants is the responsibility of the Depositary, and disbursement of such
payments to the Capital Security Beneficial Owners is the responsibility of the
Clearing Agency Participants and Indirect Participants. The relevant record
dates for the Common Securities shall be the same record date as for the Capital
Securities. If the Capital Securities shall not continue to remain in Book-Entry
only form, the regular record dates for the Capital Securities shall be the
January 1, April 1, July 1 and October 1 [January 1 and July 1] prior to the
relevant payment dates, which payment dates correspond to the interest payment
dates on the Notes. Distributions payable on any Securities that are not
punctually paid on any Distribution payment date, as a result of the Note Issuer
having failed to make a payment under the Notes, will cease to be payable to the
Person in whose name such Securities are

                                       I-2



registered on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Securities are registered on
the special record date or other specified date determined in accordance with
the Indenture. If any date on which Distributions are payable on the Securities
is not a Business Day, then payment of the Distribution payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

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

     3.   Liquidation Distribution Upon Dissolution.
          -----------------------------------------

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

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

     4.   Redemption and Distribution.
          ---------------------------

     (a)  The Securities are subject to redemption at the Stated Maturity, at
any time after __________, 20__ and in certain circumstances, following the
occurrence of a Special Event as follows:

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

                                      I-3



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

          (iii) The Securities also may be redeemed in whole or in part on or
     after [_________, ____], contemporaneously with an optional prepayment of
     the Notes at a redemption price equal to the Optional Redemption Price. If
     fewer than all the outstanding Securities are to be so redeemed, the Common
     Securities and the Capital Securities will be redeemed Pro Rata and the
     Capital Securities to be redeemed will be as described in Section 4(f)(ii)
     below.

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

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

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

          (i)   A Redemption/Distribution Notice will be given by the Trust by
     mail to each Holder of Securities to be redeemed or exchanged not fewer
     than 15 nor more than 60 days before the redemption date or exchange
     date which, in the case of a redemption, will be the date fixed for
     redemption of the Notes. For purposes of the calculation of the redemption
     date or exchange date and the dates on which notices are given pursuant to
     this Section 4(f)(i), a Redemption/ Distribution Notice shall be deemed to
     be given on the day such notice is first mailed by first-class mail,
     postage prepaid, to Holders of Securities. Each Redemption/Distribution
     Notice shall be addressed to the

                                       I-4



     Holders of Securities at the address of each such Holder appearing in the
     books and records of the Trust. No defect in the Redemption/Distribution
     Notice or in the mailing of either with respect to any Holder shall affect
     the validity of the redemption or exchange proceedings with respect to any
     other Holder.

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

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

                                       I-5



     to the actual date of payment, in which case the actual payment date will
     be considered the date fixed for redemption for purposes of calculating the
     Redemption Price.

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

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

     5.   Voting Rights - Capital Securities.
          ----------------------------------

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

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

                                       I-6



such Direct Action, the rights of the Holders of the Common Securities will be
subrogated to the rights of such Holder of Capital Securities to the extent of
any payment made by the Note Issuer to such Holder of Capital Securities in such
Direct Action.

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

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

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

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

     6.  Voting Rights - Common Securities.
         ---------------------------------

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

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

     (c) Subject to Section 2.6 of the Declaration and only after the Event of
Default with respect to the Capital Securities has been cured, waived, or
otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority in liquidation amount of
the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Property Trustee, or exercising any trust or power conferred upon the Property
Trustee under the Declaration, including (i) directing the time, method, place
of conducting any proceeding for any remedy available to the Note Trustee, or
exercising any trust or power conferred on the Note Trustee with respect to the
Notes, (ii) waive any past default and its consequences that is waivable under
Section 5.01 of the Indenture, or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Notes shall be due and payable,
provided that, where a
-------- ----

                                       I-7



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

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

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

     7.  Amendments to Declaration and Indenture.
         ---------------------------------------

     (a) In addition to any requirements under Section 12.1 of the Declaration,
if any proposed amendment to the Declaration provides for, or the Regular
Trustees otherwise propose to effect, (i) any action that would adversely affect
the powers, preferences or special rights of the Securities, whether by way of
amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up
or termination of the Trust, other than as described in Section 8.1 of the
Declaration, then the Holders of outstanding Securities voting together as a
single class, will be entitled to vote on such amendment or proposal (but not on
any other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least as a Majority in
liquidation amount of the Securities, affected thereby, provided, however, if
any amendment or proposal referred to in clause (i) above would adversely affect
only the Capital Securities or only the Common Securities, then only the
affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of a
Majority in liquidation amount of such class of Securities.

                                       I-8



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

     8. Pro Rata.
        --------

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

     9. Ranking.
        -------

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

     10. Listing.
         -------

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

     11. Acceptance of Securities Guarantee and Indenture.
         ------------------------------------------------

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

                                       I-9



     12. No Preemptive Rights.
         --------------------

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

     13. Miscellaneous.
         -------------

     These terms constitute a part of the Declaration.

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

                                      I-10



         Dated:   __________, [____]


                                                BANK OF AMERICA CORPORATION
                                                as Sponsor

                                                By: ____________________________
                                                         [________________]
                                                        Senior Vice President

         Accepted:

         BAC Capital Trust [__]



         ________________________
         James T. Houghton
         Regular Trustee


         ________________________
         Karen A. Gosnell
         Regular Trustee

                                      I-11




                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

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

     Unless this Capital Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
Trust or its agent for registration of transfer, exchange or payment, and any
Capital Security issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.

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

     Certificate Number

     __-R-_____________                                   CUSIP NO. [_________]

                Certificate Evidencing ______ Capital Securities
                      (aggregate liquidation amount $[__])

                                       of

                             BAC CAPITAL TRUST [__]


                             ___% Capital Securities
                 (liquidation amount $[__] per Capital Security)

     BAC CAPITAL TRUST [__], a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that CEDE & CO. (the
"Holder") is the registered owner of _______ Capital Securities of the Trust
representing undivided preferred beneficial interests in the assets of the Trust
designated the ___% Capital Securities (liquidation amount $[__] per Capital
Security) (the "Capital Securities"). The Capital Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,


                                      A1-1



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

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

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

     IN WITNESS WHEREOF, the Trust has executed this certificate as of
[________, ____].

                             BAC CAPITAL TRUST [__]


                             By:________________________________
                             Name: Karen A. Gosnell
                             Title: Regular Trustee


                                      A1-2



                          [FORM OF REVERSE OF SECURITY]

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

     Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly [semi-annually] in arrears on January 15, April
15, July 15 and October 15 [January 15 and July 15] of each year, commencing on
January 15, [____] to the person in whose name the Capital Security is
registered at the close of business on the regular record date for such
installment, which shall be the close of business on the Business Day next
preceding such payment date -- IF PURSUANT TO THE TERMS OF THE DECLARATION, THE
SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be the
close of business on January 1, April 1, July 1 or October 1 [January 1 and July
1]. The Note Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the Notes
for a period not exceeding 20 [__] consecutive quarterly [semi-annual] periods
(each an "Extension Period"), provided that no Extension Period shall last
                              -------- ----
beyond the date of the maturity of the Notes. As a consequence of such deferral,
Distributions will also be deferred hereunder for the same period. Despite such
deferral, quarterly [semi-annual] Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly [semi-annually] during any such Extension Period. Prior to
the termination of any such Extension Period, the Note Issuer may further extend
such Extension Period; provided that such Extension Period together with all
                       -------- ----
such previous and further extensions thereof may not exceed 20 [__] consecutive
quarterly [semi-annual] periods or extend beyond the maturity date of the Notes.
Payments of accrued Distributions will be payable to Holders as they appear on
the books and records of the Trust on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Note Issuer may commence a new Extension Period,
subject to the above requirements.

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


                                       A1-3



                              ---------------------

                                   ASSIGNMENT

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


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                    (Insert address and zip code of assignee)


and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

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

Date: _______________________

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

Signature Guarantee*:                       ___________________________________


_________________________

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


                                       A1-4



                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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

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

Certificate Number

__-R_____________


                 Certificate Evidencing ______ Common Securities
                      (aggregate liquidation amount $[__])

                                       of

                             BAC CAPITAL TRUST [__]


                             ___% Common Securities
                 (liquidation amount $[__] per Common Security)

         BAC CAPITAL TRUST [__], a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that BANK OF
AMERICA CORPORATION (the "Holder") is the registered owner of ______ common
securities of the Trust representing


                                       A2-1



undivided common beneficial interests in the assets of the Trust designated the
___% Common Securities (liquidation amount $[__] per Common Security) (the
"Common Securities"). The Common Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of [_________ ____], as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Common
Securities Guarantee to the extent provided therein. The Declaration permits the
Sponsor to dissolve the Trust at any time. The Sponsor will provide a copy of
the Declaration, the Common Securities Guarantee and the Indenture to a Holder
without charge upon written request to the Sponsor at its principal place of
business.

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

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

     IN WITNESS WHEREOF, the Trust has executed this certificate as of
[________, ____].

                                BAC CAPITAL TRUST [__]


                                By:________________________________
                                Name: Karen A. Gosnell
                                Title: Regular Trustee


                                      A2-2



                          [FORM OF REVERSE OF SECURITY]

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

     Except as otherwise described below, Distributions on the Common Securities
will be cumulative, will accrue from the date of original issuance and will be
payable quarterly [semi-annually] in arrears on January 15, April 15, July 15
and October 15 [January 15 and July 15] of each year, commencing on January 15,
[____], to Holders of record 15 days prior to such payment dates, which payment
dates shall correspond to the interest payment dates on the Notes. The Note
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Notes for a
period not exceeding 20 [__] consecutive quarterly [semi-annual] periods (each
an "Extension Period"), provided that no Extension Period shall last beyond the
                        -------- ----
date of the maturity of the Notes. As a consequence of such deferral,
Distributions will also be deferred hereunder for the same period. Despite such
deferral, quarterly [semi-annual] Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded quarterly [semi-annually] during any such Extension Period. Prior to
the termination of any such Extension Period, the Note Issuer may further extend
such Extension Period; provided that such Extension Period together with all
                       -------- ----
such previous and further extensions thereof may not exceed 20 [__] consecutive
quarterly [semi-annual] periods or extend beyond the maturity date of the Notes.
Payments of accrued Distributions will be payable to Holders as they appear on
the books and records of the Trust on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Note Issuer may commence a new Extension Period,
subject to the above requirements.

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

                                      A2-3



                              _____________________

                                   ASSIGNMENT

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

        (Insert address and zip code of assignee)

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

Date: _______________________

Signature:
           _____________________________________________________________________

________________________________________________________________________________

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

Signature Guarantee/1/:  _______________________________________________________



___________________

/1/  Signature must be guaranteed by an "eligible guarantor institution" that is
     a bank, stockbroker, savings and loan association or credit union meeting
     the requirements of the Registrar, which requirements include membership or
     participation in the Securities Transfer Agents medallion Program ("STAMP")
     or such other "signature guarantee program" as may be determined by the
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities and Exchange Act of 1934, as amended.

                                      A2-4

EX-4.10

                                                                    Exhibit 4.10



                          BANK OF AMERICA CORPORATION

                         ______________________________




                         ______________________________


                                    INDENTURE

                           Dated as of October 1, 2001

                         ______________________________



                              THE BANK OF NEW YORK


                                   as Trustee

                         ______________________________


                       JUNIOR SUBORDINATED DEBT SECURITIES



TIE-SHEET

         of provisions of Trust Indenture Act of 1939 with Indenture dated as of
October 1, 2001 between Bank of America Corporation and The Bank of New York, as
Trustee:


ACT SECTION   INDENTURE SECTION
                                                    
310(a)(1)................................................................. 6.09
(a)(2).................................................................... 6.09
310(a)(3)................................................................. N.A.
(a)(4).................................................................... N.A.
310(b).................................................6.08; 6.10(a)(b) and (d)
310(c).................................................................... N.A.
311(a) and (b)............................................................ 6.13
311(c).................................................................... N.A.
312(a)........................................................... 4.01; 4.02(a)
312(b) and (c)................................................. 4.02(b) and (c)
313(a)................................................................. 4.04(a)
313(b)(1)................................................................. N.A.
313(b)(2)................................................................. N.A.
313(c).................................................................... N.A.
313(d).................................................................4.04(b)
314(a).................................................................... 4.03
314(b).................................................................... N.A.
314(c)(1) and (2).........................................................13.06
314(c)(3)................................................................. N.A.
314(d).................................................................... N.A.
314(e)................................................................... 13.06
314(f).................................................................... N.A.
315(a)(c) and (d)......................................................... 6.01
315(b).................................................................... 5.08
315(e).................................................................... 5.09
316(a)(1)............................................................5.01; 5.07
316(a)(2)...............................................................Omitted
316(a) last sentence...................................................... 7.04
316(b).................................................................... 5.04
317(a).................................................................... 5.02
317(b)................................................................. 3.04(a)
318(a)....................................................................13.08



         THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.







                               TABLE OF CONTENTS

                                    ARTICLE 1
                                   DEFINITIONS

                                                                                 
SECTION 1.01.   Definitions ......................................................    1

                                       ARTICLE 2
                                      SECURITIES

SECTION 2.01.   Forms Generally ..................................................    7
SECTION 2.02.   Form of Trustee's Certificate of Authentication ..................    8
SECTION 2.03.   Amount Unlimited; Issuable in Series .............................    8
SECTION 2.04.   Authentication and Dating ........................................   10
SECTION 2.05.   Date and Denomination of Securities ..............................   11
SECTION 2.06.   Execution of Securities ..........................................   13
SECTION 2.07.   Exchange and Registration of Transfer of Securities ..............   13
SECTION 2.08.   Mutilated, Destroyed, Lost or Stolen Securities ..................   14
SECTION 2.09.   Temporary Securities .............................................   15
SECTION 2.10.   Cancellation of Securities Paid, etc .............................   15
SECTION 2.11.   Global Securities ................................................   16
SECTION 2.12.   CUSIP Numbers ....................................................   17
SECTION 2.13.   Extension of Interest Payment Period .............................   17

                                       ARTICLE 3
                            PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.   Payment of Principal, Premium and Interest .......................   18
SECTION 3.02.   Offices for Notices and Payments, etc ............................   19
SECTION 3.03.   Appointments to Fill Vacancies in Trustee's Office ...............   19
SECTION 3.04.   Provision as to Paying Agent .....................................   19
SECTION 3.05.   Certificate to Trustee ...........................................   20
SECTION 3.06.   Compliance with Consolidation Provisions .........................   20
SECTION 3.07.   Limitation on Dividends ..........................................   20
SECTION 3.08.   Covenants as to Trusts ...........................................   21
SECTION 3.09.   Calculation of Original Issue Discount ...........................   22

                                       ARTICLE 4
              SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.   Securityholders' Lists ...........................................   22
SECTION 4.02.   Preservation and Disclosure of Lists .............................   22
SECTION 4.03.   Reports by Company ...............................................   23
SECTION 4.04.   Reports by the Trustee ...........................................   24

                                       ARTICLE 5
                      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

SECTION 5.01.   Events of Default ................................................   24
SECTION 5.02.   Payment of Securities on Default; Suit Therefor ..................   26
SECTION 5.03.   Application of Moneys Collected by Trustee .......................   28
SECTION 5.04.   Proceedings by Securityholders ...................................   29
SECTION 5.05.   Proceedings by Trustee ...........................................   30



                                       i



                               TABLE OF CONTENTS

                                                                               
SECTION 5.06.    Remedies Cumulative and Continuing ............................. 30
SECTION 5.07.    Direction of Proceedings and Waiver of Defaults by Majority of
                 Securityholders ................................................ 30
SECTION 5.08.    Notice of Defaults and Nonpayments ............................. 31
SECTION 5.09.    Undertaking to Pay Costs ....................................... 31

                                   ARTICLE 6
                            CONCERNING THE TRUSTEE

SECTION 6.01.    Duties and Responsibilities of Trustee ......................... 32
SECTION 6.02.    Reliance on Documents, Opinions, etc ........................... 33
SECTION 6.03.    No Responsibility for Recitals, etc ............................ 34
SECTION 6.04.    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                 Registrar May Own Securities ................................... 34
SECTION 6.05.    Moneys to be Held in Trust ..................................... 35
SECTION 6.06.    Compensation and Expenses of Trustee ........................... 35
SECTION 6.07.    Officers' Certificate as Evidence .............................. 35
SECTION 6.08.    Conflicting Interest of Trustee ................................ 36
SECTION 6.09.    Eligibility of Trustee ......................................... 36
SECTION 6.10.    Resignation or Removal of Trustee .............................. 36
SECTION 6.11.    Acceptance by Successor Trustee ................................ 37
SECTION 6.12.    Succession by Merger, etc ...................................... 38
SECTION 6.13.    Limitation on Rights of Trustee as a Creditor .................. 39
SECTION 6.14.    Authenticating Agents .......................................... 39

                                   ARTICLE 7
                        CONCERNING THE SECURITYHOLDERS

SECTION 7.01.    Action by Securityholders ...................................... 41
SECTION 7.02.    Proof of Execution by Securityholders .......................... 41
SECTION 7.03.    Who Are Deemed Absolute Owners ................................. 42
SECTION 7.04.    Securities Owned by Company Deemed Not Outstanding ............. 42
SECTION 7.05.    Revocation of Consents; Future Holders Bound ................... 42

                                   ARTICLE 8
                           SECURITYHOLDERS' MEETINGS

SECTION 8.01.    Purposes of Meetings ........................................... 43
SECTION 8.02.    Call of Meetings by Trustee .................................... 43
SECTION 8.03.    Call of Meetings by Company or Securityholders ................. 43
SECTION 8.04.    Qualifications for Voting ...................................... 44
SECTION 8.05.    Regulations .................................................... 44
SECTION 8.06.    Voting ......................................................... 44

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.    Supplemental Indentures without Consent of Securityholders ..... 45
SECTION 9.02.    Supplemental Indentures with Consent of Securityholders ........ 47
SECTION 9.03.    Compliance with Trust Indenture Act; Effect of Supplemental
                 Indentures ..................................................... 48



                                       ii



                               TABLE OF CONTENTS

                                                                                      
SECTION 9.04.      Notation on Securities .............................................. 48
SECTION 9.05.      Evidence of Compliance of Supplemental Indenture to be
                   Furnished Trustee ................................................... 48

                                         ARTICLE 10
                      CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01      Company May Consolidate, etc., on Certain Terms ..................... 49
SECTION 10.02      Successor Corporation to be Substituted for Company ................. 49
SECTION 10.03      Opinion of Counsel to be Given Trustee .............................. 49

                                         ARTICLE 11
                           SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01      Discharge of Indenture .............................................. 50
SECTION 11.02      Deposited Moneys and U.S. Government Obligations to be Held in
                   Trust by Trustee .................................................... 50
SECTION 11.03      Paying Agent to Repay Moneys Held ................................... 51
SECTION 11.04      Return of Unclaimed Moneys .......................................... 51
SECTION 11.05      Defeasance Upon Deposit of Moneys or U.S. Government Obligations..... 51

                                         ARTICLE 12
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01      Indenture and Securities Solely Corporate Obligations ............... 53

                                         ARTICLE 13
                                  MISCELLANEOUS PROVISIONS

SECTION 13.01      Successors .......................................................... 53
SECTION 13.02      Official Acts by Successor Corporation .............................. 53
SECTION 13.03      Surrender of Company Powers ......................................... 53
SECTION 13.04      Addresses for Notices, etc .......................................... 53
SECTION 13.05      Governing Law ....................................................... 54
SECTION 13.06      Evidence of Compliance with Conditions Precedent .................... 54
SECTION 13.07      Legal Holidays ...................................................... 54
SECTION 13.08      Trust Indenture Act to Control ...................................... 54
SECTION 13.09      Table of Contents, Headings, etc .................................... 55
SECTION 13.10      Execution in Counterparts ........................................... 55
SECTION 13.11      Separability ........................................................ 55
SECTION 13.12      Assignment .......................................................... 55
SECTION 13.13      Acknowledgment of Rights ............................................ 55

                                         ARTICLE 14
                                  REDEMPTION OF SECURITIES

SECTION 14.01      Applicability of Article ............................................ 56
SECTION 14.02      Notice of Redemption; Selection of Securities ....................... 56
SECTION 14.03      Payment of Securities Called for Redemption ......................... 57



                                      iii



                               TABLE OF CONTENTS

                                                                              
                                   ARTICLE 15
                           SUBORDINATION OF SECURITIES

SECTION 15.01.    Agreement to Subordinate ..................................... 57
SECTION 15.02.    Default on Senior Obligations ................................ 58
SECTION 15.03.    Liquidation; Dissolution; Bankruptcy ......................... 58
SECTION 15.04.    Subrogation .................................................. 59
SECTION 15.05.    Trustee to Effectuate Subordination .......................... 60
SECTION 15.06.    Notice by the Company ........................................ 60
SECTION 15.07.    Rights of the Trustee; Holders of Senior Obligations.......... 61
SECTION 15.08.    Subordination May Not Be Impaired ............................ 61



                                       iv



     THIS INDENTURE, dated as of October 1, 2001, between BANK OF AMERICA
CORPORATION, a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "Trustee"),

                              W I T N E S S E T H :

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue from time to time of its subordinated unsecured debentures, notes or
other evidence of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to time be
authorized by the Company and, to provide the terms and conditions upon which
the Securities are to be authenticated, issued and delivered, the Company has
duly authorized the execution of this Indenture; and

     WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

     NOW, THEREFORE:

     In consideration of the premises, and the purchase of the Securities by the
holders thereof, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective holders from time to time of the
Securities or of a series thereof, as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.01.  Definitions.

     The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,



controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

     "Authenticating Agent" shall mean any agent or agents of the Trustee which
at the time shall be appointed and acting pursuant to Section 6.14.

     "Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

     "Board of Directors" shall mean the Board of Directors or the Executive
Committee or any other duly authorized designated officers of the Company.

     "Board Resolution" shall mean a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors or by a committee acting under authority of or appointment by the
Board of Directors and to be in full force and effect on the date of such
certification.

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

     "Capital Securities" shall mean undivided preferred beneficial interests in
the assets of a Trust having the liquidation value specified in a supplemental
indenture.

     "Capital Securities Guarantee" shall mean any guarantee that the Company
may enter into with the Trustee or other Persons that operate directly or
indirectly for the benefit of holders of Capital Securities of a Trust.

     "Certificate" shall mean a certificate signed by the Chief Executive
Officer, President, Chief Financial Officer, any Vice President, Treasurer,
Assistant Treasurer or Associate General Counsel of the Company (each, an
"Authorized Officer").

     "Commission" shall mean the Securities and Exchange Commission.

     "Common Securities" shall mean undivided common beneficial interests in
the assets of a Trust having the liquidation value specified in a supplemental
indenture.

     "Common Securities Guarantee" shall mean any guarantee that the Company may
enter into with any Person or Persons that operates directly or indirectly for
the benefit of holders of Common Securities of a particular Trust.

     "Company" shall mean Bank of America Corporation, a Delaware corporation,
and, subject to the provisions of Article 10, shall include its successors and
assigns.

                                        2



     "Company Common Stock" shall mean the Common Stock of the Company or any
other class of stock resulting from changes or reclassifications of such Common
Stock consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value. Subject to the anti-dilution
provisions of any convertible Security, however, shares of Company Common Stock
issuable on conversion of a Security shall include only shares of the class
designated as Common Stock of the Company at the date of the supplemental
indenture, Board Resolution or other instrument authorizing such Security or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of the payment
of dividends or the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject
to redemption by the Company, provided that if at any time there shall be more
than one such resulting class, the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of such classes resulting from all such reclassifications.

     "Compounded Interest" shall have the meaning set forth in Section 2.13.

     "Custodian" shall mean any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

     "Declaration", with respect to a specific Trust, shall mean the Amended and
Restated Declaration of Trust of that Trust or the equivalent governing
instrument of a Trust.

     "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Deferred Interest" shall have the meaning set forth in Section 2.13.

     "Depositary" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.04 or 2.11.

     "Event of Default" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

     "Extended Interest Payment Period" shall have the meaning set forth in
Section 2.13.

     "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "Indenture" shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented, or
both, and shall include the form and terms of particular series of Securities
established as contemplated hereunder.

                                        3



         "Interest" shall mean, when used with respect to non-interest bearing
Securities, interest payable after maturity.

         "Interest Payment Date", when used with respect to any installment of
interest on a Security of a particular series, shall mean the date specified in
such Security or in a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an installment of
interest with respect to Securities of that series is due and payable.

         "Maturity Date" shall mean the date on which any Securities mature and
on which the principal shall be due and payable together with all accrued and
unpaid interest thereon.

         "Mortgage" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "Nonpayment" shall have the meaning set forth in Section 5.08.

         "Officers' Certificate" shall mean a certificate signed by an
Authorized Officer and delivered to the Trustee. Each such certificate shall
include the statements provided for in Section 13.06 if and to the extent
provided by the provisions of such Section.

         "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or may be other
counsel satisfactory to the Trustee.

         "Original Issue Date" of any Security (or any portion thereof) shall
mean the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution of the first
such Security.

         "Original Issue Discount Security" shall mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.01.

         The term "outstanding", when used with reference to Securities, shall,
subject to the provisions of Section 7.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

                  (a)   Securities theretofore canceled by the Trustee or the
                        Authenticating Agent or delivered to the Trustee for
                        cancellation;

                  (b)   Securities, or portions thereof, for the payment or
                        redemption of which moneys in the necessary amount shall
                        have been deposited in trust with the Trustee or with
                        any paying agent (other than the Company) or shall have
                        been set aside and segregated in trust by the Company
                        (if the Company shall act as its own paying agent);
                        provided that, if such Securities, or portions thereof,
                        are to be redeemed prior to maturity thereof, notice of
                        such redemption shall have been given as provided in

                                       4



                  Article 14 or provision satisfactory to the Trustee shall have
                  been made for giving such notice; and

             (c)  Securities paid pursuant to Section 2.08 or in lieu of or in
                  substitution for which other Securities shall have been
                  authenticated and delivered pursuant to the terms of Section
                  2.08 unless proof satisfactory to the Company and the Trustee
                  is presented that any such Securities are held by bona fide
                  holders in due course.

         In determining whether the holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 5.01.

         "Person" shall mean 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.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt and as that evidenced by
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Principal Office of the Trustee", or other similar term, shall mean
the principal office of the Trustee, at which at any particular time its
corporate trust business shall be administered.

         "Property Trustee" has the meaning set forth in the Declaration of the
applicable Trust.

         "Responsible Officer", when used with respect to the Trustee, shall
mean the chairman and vice chairman of the board of directors, the chairman or
vice chairman of the executive committee of the board of directors, the
president, any vice president, any assistant vice president, the cashier, any
assistant cashier, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, any senior trust officer, any trust officer, the
controller, any assistant controller or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by
the persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject.

         "Security" or "Securities" shall have the meaning stated in the first
recital of this Indenture and more particularly means any and all debentures,
notes or other evidence of indebtedness authenticated and delivered under this
Indenture.

         "Securityholder", "holder of Securities", or other similar terms, shall
mean any person in whose name at the time a particular Security is registered on
the register kept by the Company or the Trustee for that purpose in accordance
with the terms hereof.

                                       5



         "Senior Obligations" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of such
obligor for money borrowed or purchased and similar obligations (whether or not
denominated as senior or subordinated), and (B) indebtedness evidenced by
securities, debentures, bonds or other similar instruments (whether or not
denominated as senior or subordinated) issued by such obligor; (ii) all capital
lease obligations of such obligor; (iii) all obligations of such obligor issued
or assumed as the deferred purchase price of property, all conditional sale
obligations of such obligor and all obligations of such obligor under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such obligor for the
reimbursement on any letter of credit, banker's acceptance or similar credit
transaction; (v) all obligations of the Company arising from off-balance sheet
guarantees by the Company and direct credit substitutes and obligations of the
Company associated with derivative products such as interest and foreign
exchange rate contracts, commodity contracts, swap agreements (including
interest rate and foreign exchange swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange rate
agreements, options, commodity futures contracts and commodity option contracts;
(vi) all obligations and financial instruments of the type referred to in
clauses (i) through (v) of other Persons for the payment of which such obligor
is responsible or liable as obligor, guarantor or otherwise; and (vii) all
obligations of the type referred to in clauses (i) through (vi) of other Persons
secured by any lien on any property or asset of such obligor (whether or not
such obligation is assumed by such obligor), except for (1) any such
indebtedness that is by its terms subordinated to or pari passu with the
Securities, and (2) any indebtedness between or among such obligor and its
Affiliates, including all other debt securities and guarantees in respect of
those debt securities, which is issued to (x) any Trust or trustee for such
Trust, or (y) any other trust, or a trustee of such trust, partnership or other
entity affiliated with the Company or its predecessor entities which is a
financing vehicle of the Company or its predecessor entities (a "Financing
Entity") in connection with the issuance by such Financing Entity of Capital
Securities.

         "Subsidiary" shall mean with respect to any Person, (i) any corporation
at least a majority of whose outstanding voting stock of which is owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner. For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

         "Trust" shall mean each of the BAC Capital Trust I, BAC Capital Trust
II, BAC Capital Trust III and BAC Capital Trust IV, each a Delaware business
trust, as well as any other similar trust created for the purpose of issuing
Trust Securities in connection with the issuance of Securities under this
Indenture.

                                       6



         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939 as in
force at the date of execution of this Indenture, except as provided in Section
9.03.

         "Trust Securities" shall mean the Common Securities and the Capital
Securities of a Trust or any equivalent security issued by a Trust.

         "Trustee" shall mean The Bank of New York, and, subject to the
provisions of Article 6 hereof, shall also include its successors and assigns as
Trustee hereunder. The term "Trustee" as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.

         "U.S. Government Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

         "Vice President" when used with respect to the Company or the Trustee
shall mean any vice president, whether or not designated by a number or word or
words added before or after the title "vice president," including any Executive
or Senior Vice President.

         "Yield to Maturity" shall mean the yield to maturity on a series of
Securities, calculated at the time of issuance of such series of Securities, or
if applicable, at the most recent redetermination of interest on such series and
calculated in accordance with accepted financial practice.

                                   ARTICLE 2

                                   SECURITIES

         SECTION 2.01.     Forms Generally.

         The Securities of each series shall be in substantially the form as
shall be authorized by or pursuant to (1) a Board Resolution and as set forth in
an Officers' Certificate of the Company or (2) one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or all as may, consistently

                                       7



herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities.

         In the event the Securities are issued in definitive form pursuant to
this Indenture, such Securities shall be typewritten, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

         SECTION 2.02.  Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication on all Securities shall be
in substantially the following form:

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

                                             The Bank of New York
                                             as Trustee

                                             By_________________________________
                                              Authorized Signatory

         SECTION 2.03.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture or otherwise by the Company is unlimited.

         The Securities may be issued in one or more series up to the aggregate
principal amount of securities of that series from time to time authorized by or
pursuant to a Board Resolution of the Company or pursuant to one or more
indentures supplemental hereto. Prior to the initial issuance of Securities of
any series, there shall be established in or pursuant to a Board Resolution of
the Company and set forth in an Officers' Certificate of the Company or
established in one or more indentures supplemental hereto:

                  (1) the title of the Securities of the series (which shall
                      distinguish the Securities of the series from all other
                      Securities);

                  (2) any limit upon the aggregate principal amount of the
                      Securities of the series which may be authenticated and
                      delivered under this Indenture (except for Securities
                      authenticated and delivered upon registration of transfer
                      of, or in exchange for, or in lieu of, other Securities of
                      the series pursuant to Section 2.07, 2.08, 2.09 or 14.03);

                  (3) the date or dates on which the principal of and premium,
                      if any, on the Securities of the series is payable;

                                       8



                  (4)   the rate or rates at which the Securities of the series
                        shall bear interest, if any, or the method by which such
                        interest may be determined; whether the interest rate is
                        fixed or floating; the interest payment period (whether
                        quarterly, semi-annual or otherwise); the date or dates
                        from which such interest shall accrue, the Interest
                        Payment Dates on which such interest shall be payable or
                        the manner of determination of such Interest Payment
                        Dates and the record dates for the determination of
                        holders to whom interest is payable on any such Interest
                        Payment Dates;

                  (5)   the place or places where the principal of, and premium,
                        if any, and any interest on Securities of the series
                        shall be payable;

                  (6)   the right, if any, to extend the interest payment
                        periods and the duration of such extension;

                  (7)   the price or prices at which, the period or periods
                        within which and the terms and conditions upon which
                        Securities of the series may be redeemed, in whole or in
                        part, at the option of the Company, pursuant to any
                        sinking fund or otherwise;

                  (8)   the obligation, if any, of the Company to redeem,
                        purchase or repay Securities of the series at the option
                        of a Securityholder thereof and the price or prices at
                        which and the period or periods within which, and the
                        terms and conditions upon which Securities of the series
                        shall be redeemed, purchased or repaid, in whole or in
                        part, pursuant to such obligation;

                  (9)   if other than in denominations of $25 and any integral
                        multiple thereof, the denominations in which Securities
                        of the series shall be issuable;

                  (10)  if other than the principal amount thereof, the portion
                        of the principal amount of Securities of the series
                        which shall be payable upon declaration of acceleration
                        of the maturity thereof pursuant to Section 5.01 or
                        provable in bankruptcy pursuant to Section 5.02;

                  (11)  any Events of Default with respect to the Securities of
                        a particular series, if not set forth herein;

                  (12)  the form of the Securities of the series including the
                        form of the Certificate of Authentication of such
                        series;

                  (13)  any trustee, authenticating or paying agents, warrant
                        agents, transfer agents or registrars with respect to
                        the Securities of such series;

                  (14)  whether the Securities of the series shall be issued in
                        whole or in part in the form of one or more Global
                        Securities and, in such case, the Depositary for such
                        Global Security or Securities, and whether beneficial
                        owners of interests in any such Global Securities may
                        exchange such

                                       9



                        interests for other Securities of such series in the
                        manner provided in Section 2.07, and the manner and the
                        circumstances under which and the place or places where
                        any such exchanges may occur if other than in the manner
                        provided in Section 2.07, and any other terms of the
                        series relating to the global nature of the Global
                        Securities of such series and the exchange, registration
                        or transfer thereof and the payment of any principal
                        thereof, or interest or premium, if any, thereon;

                  (15)  any right of the Company to shorten or extend the
                        Maturity Date of the Securities of such series, as well
                        as the method for determining a Maturity Date;

                  (16)  any subordination terms of the Securities of a series
                        which may be different from those contained in Article
                        15; and

                  (17)  any other terms of the series (which terms shall not be
                        inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate of the Company setting forth the terms of the series.

         SECTION 2.04.   Authentication and Dating.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery said Securities to or upon the
written order of the Company, signed by any Authorized Officer, without any
further action by the Company hereunder. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

                  (1)   a copy of any Board Resolution or Resolutions relating
                        thereto and, if applicable, an appropriate record of any
                        action taken pursuant to such resolution, in each case
                        certified by the Secretary or an Assistant Secretary of
                        the Company;

                  (2)   an executed supplemental indenture, if any;

                  (3)   an Officers' Certificate setting forth the form and
                        terms of the Securities as required pursuant to Sections
                        2.01 and 2.03, respectively; and

                                       10



          (4)  an Opinion of Counsel which shall also state:

               (a)  that the form of such Securities has been established by or
                    pursuant to a Board Resolution or by a supplemental
                    indenture as permitted by Section 2.01 in conformity with
                    the provisions of this Indenture;

               (b)  that the terms of such Securities have been established by
                    or pursuant to a Board Resolution or by a supplemental
                    indenture as permitted by Section 2.03 in conformity with
                    the provisions of this Indenture;

               (c)  that such Securities, when authenticated and delivered by
                    the Trustee and issued by the Company in the manner and
                    subject to any conditions specified in such Opinion of
                    Counsel, will constitute valid and legally binding
                    obligations of the Company;

               (d)  that all laws and requirements in respect of the execution
                    and delivery by the Company of the Securities have been
                    complied with in all material respects and that
                    authentication and delivery of the Securities by the Trustee
                    will not violate the terms of the Indenture; and

               (e)  such other matters as the Trustee may reasonably request.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing holders.

     SECTION 2.05. Date and Denomination of Securities.

     The Securities shall be issuable as registered Securities without coupons
and in such denominations as shall be specified or established under Section
2.03. In the absence of any such specification pursuant to Section 2.03 with
respect to the Securities of any series, the Securities of a series shall be
issuable in the denominations of $25 and any multiple thereof. The Securities
shall be numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plans as the officers of the Company executing the same may
determine with the approval of the Trustee as evidenced by the execution and
authentication thereof.

     Every Security shall be dated the date of its authentication, shall bear
interest, if any, from such date and shall be payable on such dates, in each
case, as contemplated by Section 2.03. The interest installment on any Security
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date for Securities of that series shall be paid to the Person in whose
name said Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment. In
the event that any Security of a particular series or portion thereof is called
for redemption and the redemption date

                                       11



is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid
upon presentation and surrender of such Security as provided in Section 3.02.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for Security of the same series
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:

          (1) The Company may make payment of any Defaulted Interest on
     Securities to the Persons in whose names such Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on a special record date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner: the Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each such Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such Defaulted Interest
     which shall not be more than 15 nor less than 10 days prior to the date of
     the proposed payment and not less than 10 days after the receipt by the
     Trustee of the notice of the proposed payment. The Trustee shall promptly
     notify the Company of such special record date and, in the name and at the
     expense of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the special record date therefor to be mailed, first
     class postage prepaid, to each Securityholder at his or her address as it
     appears in the Security Register (as hereinafter defined), not less than 10
     days prior to such special record date. Notice of the proposed payment of
     such Defaulted Interest and the special record date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
     in whose names such Securities (or their respective Predecessor Securities)
     are registered on such special record date and shall be no longer payable
     pursuant to the following clause (2).

          (2) The Company may make payment of any Defaulted Interest on any
     Securities in any other lawful manner not inconsistent with the
     requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustees of the proposed payment
     pursuant to this clause, such manner of payment shall be deemed practicable
     by the Trustee.

     Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series

                                       12



pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is
the first day of a month, or the last day of the month immediately preceding the
month in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth
day of a month, whether or not such date is a Business Day.

     Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.

     SECTION 2.06. Execution of Securities.

     The Securities shall be signed in the name and on behalf of the Company by
the manual or facsimile signature of its Chief Executive Officer, President or
one of its Vice-Presidents and, at the option of the Company, may be attested by
the manual or facsimile signature of its Secretary or one of its Assistant
Secretaries, under its corporate seal which may be affixed thereto or printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise, and which
need not be attested. Only such Securities as shall bear thereon a certificate
of authentication substantially in the form hereinbefore recited, executed by
the Trustee or the Authenticating Agent, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee or the Authenticating Agent upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

     In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Securities had not ceased to be such officer of the Company; and any Security
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.

     SECTION 2.07. Exchange and Registration of Transfer of Securities.

     Subject to Section 2.05, Securities of any series may be exchanged for a
like aggregate principal amount of Securities of the same series of other
authorized denominations. Securities to be exchanged may be surrendered at the
principal corporate trust office of the Trustee or at any office or agency to be
maintained by the Company for such purpose as provided in Section 3.02, and the
Company or the Trustee shall execute and register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in
exchange therefor the Security or Securities which the Securityholder making the
exchange shall be entitled to receive. Upon due presentment for registration of
transfer of any Security of any series at the principal corporate trust office
of the Trustee or at any office or agency of the Company maintained for such
purpose as provided in Section 3.02, the Company or the Trustee shall execute
and register

                                       13



and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the transferee or transferees a new
Security or Securities of the same series for a like aggregate principal amount.
Registration or registration of transfer of any Security by the Trustee or by
any agent of the Company appointed pursuant to Section 3.02, and delivery of
such Security, shall be deemed to complete the registration or registration of
transfer of such Security.

     The Company or the Trustee shall keep, at the Principal Office of the
Trustee, a register for each series of Securities issued hereunder in which,
subject to such reasonable regulations as it may prescribe, the Company or the
Trustee shall register all Securities and shall register the transfer of all
Securities as in this Article 2 provided. Such register shall be in written form
or in any other form capable of being converted into written form within a
reasonable time.

     All Securities presented for registration of transfer or for exchange or
payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by, the holder or his
attorney duly authorized in writing.

     No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

     The Company or the Trustee shall not be required to exchange or register a
transfer of (a) any Security for a period of 15 days next preceding the date of
selection of Securities of such series for redemption, or (b) any Securities of
any series selected, called or being called for redemption in whole or in part,
except in the case of any Securities of any series to be redeemed in part, the
portion thereof not so to be redeemed.

     SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.

     The Trustee may authenticate any such substituted Security and deliver the
same upon the written request or authorization of any officer of the Company.
Upon the issuance of any substituted Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Security which has matured or is about to mature or has been called
for redemption in full shall become mutilated or be destroyed, lost or stolen,
the Company

                                       14



may, instead of issuing a substitute Security, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated Security)
if the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as may be required by them to save each of them
harmless and, in case of destruction, loss or theft, evidence satisfactory to
the Company and to the Trustee of the destruction, loss or theft of such
Security and of the ownership thereof.

     Every substituted Security of any series issued pursuant to the provisions
of this Section 2.08 by virtue of the fact that any such Security is destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be found at
any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of the same series duly
issued hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by applicable law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.09. Temporary Securities.

     Pending the preparation of definitive Securities of any series the Company
may execute and the Trustee shall authenticate and make available for delivery
temporary Securities (typed, printed or lithographed). Temporary Securities
shall be issuable in any authorized denomination, and substantially in the form
of the definitive Securities but with such omissions, insertions and variations
as may be appropriate for temporary Securities, all as may be determined by the
Company. Every such temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Securities and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.02, and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Securities a like aggregate principal
amount of such definitive Securities. Such exchange shall be made by the Company
at its own expense and without any charge therefor except that in case of any
such exchange involving a registration of transfer the Company may require
payment of a sum sufficient to cover any tax, fee or other governmental charge
that may be imposed in relation thereto. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series authenticated
and delivered hereunder.

     SECTION 2.10. Cancellation of Securities Paid, etc.

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer, shall, if surrendered to the Company or any paying
agent, be surrendered to the Trustee and promptly cancelled by it, or, if
surrendered to the Trustee or any

                                       15



Authenticating Agent, shall be promptly cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. All Securities cancelled by any Authenticating Agent shall be
delivered to the Trustee. The Trustee shall deliver all cancelled Securities to
the Company. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

     SECTION 2.11. Global Securities.

     (a) If the Company shall establish pursuant to Section 2.03 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, one or more Global Securities that (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the outstanding Securities of such series, (ii)
shall be registered in the name of the Depositary or its nominee, (iii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to the following effect:

     This Security is a global security within the meaning of the
     Indenture hereinafter referred to and is registered in the name
     of a Depositary or a nominee of a Depositary. This Security is
     not exchangeable for Securities registered in the name of a
     person other than the Depositary or its nominee, except in the
     limited circumstances described in the Indenture, and no transfer
     of this Security (other than a transfer of this Security as a whole
     by the Depositary to a nominee of the Depositary or by a nominee of
     the Depositary to the Depositary or another nominee of the
     Depositary) may be registered except in the limited circumstances
     described in the Indenture.

     (b) Notwithstanding the provisions of Section 2.07, the Global Security of
a series may be transferred, in whole but not in part and in the manner provided
in Section 2.07, only to another nominee of the Depositary for such series, or
to a successor Depositary for such series selected or approved by the Company or
to a nominee of such successor Depositary.

     (c) If at any time the Depositary for a series of the Securities notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series 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, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.07, the Trustee will authenticate and make
available for delivery the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in
exchange for such Global Security. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the

                                       16



provisions of this Section 2.11 shall no longer apply to the Securities of such
series. In such event the Company will execute and subject to Section 2.07, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and make available for delivery the Securities
of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) 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 Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.

     So long as the system of registration described in this Section 2.11 is in
effect, the Depositary, or its nominee, will be considered the sole owner of the
Securities and (a) the records of the Depositary will be determinative for all
purposes and (b) neither the Company, the Trustee nor any paying agent, Security
registrar or transfer agent for such Securities will have any responsibility or
liability for (i) any aspect of the records relating to or payments made on
account of owners of beneficial interests in the Securities of such series, (ii)
maintaining, supervising or reviewing any records relating to such beneficial
interests, (iii) receipt of notices, voting and requesting or directing the
Trustee to take, or not to take, or consenting to, certain actions hereunder, or
(iv) the records and procedures of the Depositary.

     SECTION 2.12. CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Securityholders; provided that any such notice
                                                   --------
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

     SECTION 2.13. Extension of Interest Payment Period.

     The Company shall have the right, at any time and from time to time during
the term of any series of the Securities, to defer payments of interest by
extending the interest payment period of all Securities of that series for that
number of periods established and described in a supplemental indenture or Board
Resolution establishing the series (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 2.13, will bear interest thereon at the rate of
interest specified in the applicable Security compounded periodically for each
interest payment period of the Extended Interest Payment Period

                                       17



("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
Compounded Interest (together, "Deferred Interest"), together with all other
amounts due thereon, 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 further extensions
thereof shall not exceed the maximum Extended Interest Payment Period
established and described in the supplemental indenture or Board Resolution
establishing a series of Securities, 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. 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.

     (a) If the Property Trustee (as defined in the Declaration) 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 (as defined in the Declaration), the Property Trustee and the Trustee
of its selection of such Extended Interest Payment Period 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 the Trust is
required to give notice of the record date, or the date such Distributions are
payable, to the New York Stock Exchange or any other exchange upon which the
Securities or Trust Securities are listed or 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.

     (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 Securities and the Trust Securities and the Trustee written
notice of its selection of such Extended Interest Payment Period at least 10
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 Securities or Trust Securities are listed or other
applicable self-regulatory organization or to holders of the Securities.

     (c) The interest payment period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 2.13 shall be counted as one of the
interest payment periods permitted in computing the maximum Extended Interest
Payment Period.

                                   ARTICLE 3

                      PARTICULAR COVENANTS OF THE COMPANY.

     SECTION 3.01. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest on

                                       18



each of the Securities of that series at the place, at the respective times and
in the manner provided in such Securities. Each installment of interest on the
Securities of any series may be paid by mailing checks for such interest payable
to the order of the holders of Securities entitled thereto as they appear on the
registry books of the Company.

     SECTION 3.02. Offices for Notices and Payments, etc.

     So long as any of the Securities remains outstanding, the Company will
maintain in New York, New York, an office or agency where the Securities of each
series may be presented for payment, an office or agency where the Securities of
that series may be presented for registration of transfer and for exchange as in
this Indenture provided and an office or agency where notices and demands to or
upon the Company in respect of the Securities of that series or of this
Indenture may be served. The Company will give to the Trustee written notice of
the location of any such office or agency and of any change of location thereof.
Until otherwise designated from time to time by the Company in a notice to the
Trustee, or specified as contemplated by Section 2.03, any such office or agency
for all of the above purposes shall be the office or agency of the Trustee. In
case the Company shall fail to maintain any such office or agency in New York,
New York, or shall fail to give such notice of the location or of any change in
the location thereof, presentations and demands may be made and notices may be
served at the principal corporate trust office of the Trustee.

     In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside New York, New York, where the
Securities may be presented for registration of transfer and for exchange in the
manner provided in this Indenture, and the Company may from time to time rescind
such designation, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain any such office or agency in New York, New
York, for the purposes above mentioned. The Company will give to the Trustee
prompt written notice of any such designation or rescission thereof.

     SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

     SECTION 3.04. Provision as to Paying Agent.

     (a) If the Company shall appoint a paying agent other than the Trustee with
respect to the Securities of any series, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provision of this Section 3.04,

               (1)  that it will hold all sums held by it as such agent for the
                    payment of the principal of and premium, if any, or
                    interest, if any, on the Securities of such series (whether
                    such sums have been paid to it by the Company or by any
                    other obligor on the Securities of such

                                       19



                    series) in trust for the benefit of the holders of the
                    Securities of such series; and

               (2)  that it will give the Trustee notice of any failure by the
                    Company (or by any other obligor on the Securities of such
                    series) to make any payment of the principal of and premium,
                    if any, or interest, if any, on the Securities of such
                    series when the same shall be due and payable.

     (b) If the Company shall act as its own paying agent, it will, on or before
each due date of the principal of and premium, if any, or interest, if any, on
the Securities of any series, set aside, segregate and hold in trust for the
benefit of the holders of the Securities of such series a sum sufficient to pay
such principal, premium or interest so becoming due and will notify the Trustee
of any failure to take such action and of any failure by the Company (or by any
other obligor under the Securities of such series) to make any payment of the
principal of and premium, if any, or interest, if any, on the Securities of such
series when the same shall become due and payable.

     (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Trustee or any paying agent hereunder, as
required by this Section 3.04, such sums to be held by the Trustee upon the
trusts herein contained.

     (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.

     SECTION 3.05. Certificate to Trustee.

     The Company will deliver to the Trustee on or before 120 days after the end
of each fiscal year in each year, so long as Securities of any series are
outstanding hereunder, a Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance of any
covenants contained herein, stating whether or not they have knowledge of any
such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

     SECTION 3.06. Compliance with Consolidation Provisions.

     The Company will not, while any of the Securities remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article 10 are complied with.

     SECTION 3.07. Limitation on Dividends.

     (a) If Securities are held by a Trust or a trustee of such trust in
connection with the issuance of Trust Securities by such Trust and (i) there
shall have occurred and be continuing

                                       20



any event that would constitute an Event of Default or Nonpayment or (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or Common Securities Guarantee relating to such
Trust, then:

         (x) 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 or make any
guarantee payment with respect thereto (other than (i) 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, (ii) 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 (iii) 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 payments with respect to the foregoing, and

         (y) 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 such Securities.

         (b) If the Company shall exercise its right to defer payment of
interest as provided in Section 2.13, and such Extended Interest Payment Period
is continuing, then (a) 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 or make any
guarantee payment with respect thereto (other than (i) 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, (ii) 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 Company
capital stock or (iii) 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 payments with respect thereto and (b) 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 Securities.

         SECTION 3.08. Covenants as to Trusts.

         In the event Securities are issued to a Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such Trust, for so
long as such Trust Securities remain outstanding, the Company will (i) maintain
100% direct or indirect ownership of the Common Securities of such Trust, (ii)
use its reasonable efforts to cause such Trust (a) to remain a business trust,
except in connection with a distribution of Securities, the redemption of all of
the Trust Securities of such Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such Trust, and (b) to
otherwise continue not to be treated as an association taxable as a corporation
or partnership for United States federal income tax purposes and (iii) use its
reasonable efforts to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Securities.

                                       21



         SECTION 3.09. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of any original issue
discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year.

                                   ARTICLE 4

       SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.

         SECTION 4.01. Securityholders' Lists.

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

                  (a)      on a monthly basis on each regular record date for
                           each series of Securities, a list, in such form as
                           the Trustee may reasonably require, of the names and
                           addresses of the Securityholders of such series of
                           Securities as of such record date (and on dates to be
                           determined pursuant to Section 2.03 for non-interest
                           bearing securities in each year); and

                  (b)      at such other times as the Trustee may request in
                           writing, within 30 days after the receipt by the
                           Company, of any such request, a list of similar form
                           and content as of a date not more than 15 days prior
                           to the time such list is furnished,

except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for such
series.

         SECTION 4.02. Preservation and Disclosure of Lists.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
each series of Securities (1) contained in the most recent list furnished to it
as provided in Section 4.01 or (2) received by it in the capacity of Securities
registrar (if so acting) hereunder. The Trustee may destroy any list furnished
to it as provided in Section 4.01 upon receipt of a new list so furnished.

         (b) In case three or more holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other holders of Securities of such series or with holders of
all Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within five business days after the receipt of such application, at its
election, either:

                                       22



                  (1)      afford such applicants access to the information
                           preserved at the time by the Trustee in accordance
                           with the provisions of subsection (a) of this Section
                           4.02, or

                  (2)      inform such applicants as to the approximate number
                           of holders of such series or all Securities, as the
                           case may be, whose names and addresses appear in the
                           information preserved at the time by the Trustee in
                           accordance with the provisions of subsection (a) of
                           this Section 4.02, and as to the approximate cost of
                           mailing to such Securityholders the form of proxy or
                           other communication, if any, specified in such
                           application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder of such series or all Securities, as the case may
be, whose name and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section
4.02 a copy of the form of proxy or other communication which is specified in
such request with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the holders of Securities of such series or all Securities, as the
case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

         (c) Each and every holder of Securities, by receiving and holding the
same, agrees with Company and the Trustee that neither the Company nor the
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under subsection 4.02(b).

         SECTION 4.03. Reports by Company.

         (a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section

                                       23



15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

         (c) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Certificates and Officers' Certificates).

         SECTION 4.04. Reports by the Trustee.

         (a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each March 31 following the date of this
Indenture deliver to Securityholders a brief report, dated as of such March 31,
which complies with the provisions of such Section 313(a).

         (b) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with each stock exchange, if any,
upon which the Securities are listed, with the Commission and with the Company.
The Company will promptly notify the Trustee when the Securities are listed on
any stock exchange.

                                   ARTICLE 5

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

         SECTION 5.01. Events of Default.

         In case one or more of the following Events of Default with respect to
Securities of any series or such other events as may be established with respect
to the Securities of that series as contemplated by Section 2.03 hereof shall
have occurred and be continuing:

             (a)    a court having jurisdiction in the premises shall enter a
                    decree or order for relief in respect of the Company in an
                    involuntary case under any applicable bankruptcy, insolvency
                    or other similar law now or hereafter in effect, or
                    appointing a receiver, liquidator, assignee, custodian,
                    trustee,

                                       24



                    sequestrator (or similar official) of the Company or for any
                    substantial part of its property, or ordering the winding-up
                    or liquidation of its affairs and such decree or order shall
                    remain unstayed and in effect for a period of 90 consecutive
                    days; or

             (b)    the Company shall commence a voluntary case under any
                    applicable bankruptcy, insolvency or other similar law now
                    or hereafter in effect, shall consent to the entry of an
                    order for relief in an involuntary case under any such law,
                    or shall consent to the appointment of or taking possession
                    by a receiver, liquidator, assignee, trustee, custodian,
                    sequestrator (or other similar official) of the Company or
                    of any substantial part of its property, or shall make any
                    general assignment for the benefit of creditors, or shall
                    fail generally to pay its debts as they become due; or

             (c)    in the event Securities are held by a Trust or a trustee of
                    such Trust, such Trust shall have voluntarily or
                    involuntarily dissolved, wound-up its business or otherwise
                    terminated its existence except in connection with (i) the
                    distribution of Securities to holders of Trust Securities in
                    liquidation of their interests in such Trust, (ii) the
                    redemption of all of the outstanding Trust Securities of
                    such Trust or (iii) certain mergers, consolidations or
                    amalgamations, each as permitted by the Declaration of such
                    Trust;

then, and in each and every such case, unless the principal of all of the
Securities of such series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities of that series then outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Securities of that series and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series (or of all the Securities, as the case may be) and
the principal of and premium, if any, on any and all Securities of such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series, (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to

                                       25



the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith, and if any and all Events of Default under the Indenture, shall have
been cured, waived or otherwise remedied as provided herein -- then and in every
such case the holders of a majority in aggregate principal amount of the
Securities of such series (or of all the Securities, as the case may be) then
outstanding, by written notice to the Company and to the Trustee, may waive all
defaults with respect to that series (or with respect to all Securities, as the
case may be, in such case, treated as a single class) and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the holders of the Securities shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the holders of the
Securities shall continue as though no such proceeding had been taken.

         SECTION 5.02. Payment of Securities on Default; Suit Therefor.

         The Company covenants that:

                  (a)      in case of nonpayment of any installment of interest
                           upon any of the Securities of any series as and when
                           the same shall become due and payable, and such
                           nonpayment shall have continued for a period of 30
                           days, or

                  (b)      in case of nonpayment of any of the principal of or
                           premium, if any, on any of the Securities of any
                           series as and when the same shall have become due and
                           payable, whether at maturity of the Securities of
                           that series or upon redemption or by declaration or
                           otherwise, or

                  (c)      in case there shall have occurred a failure in the
                           performance, or breach, of any covenant or warranty
                           of the Company in this Indenture (other than those
                           set forth exclusively in terms of any particular
                           series of Securities established as contemplated in
                           this Indenture), and continuance of such failure or
                           breach for a period of 90 days after there has been
                           given, by registered or certified mail, to the
                           Company by the Trustee or to the Company and the
                           Trustee by the holders of at least 25% in aggregate
                           principal amount of the outstanding Securities a
                           written notice specifying such failure or breach and
                           requiring it to be remedied and stating that such
                           notice is a "Notice of Default" hereunder;

then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the amount that then
shall have become due and payable

                                       26



on all such Securities of that series for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law and, if the Securities are held by a Trust or a
trustee of such trust, without duplication of any other amounts paid by a Trust
or trustee in respect thereof) upon the overdue installments of interest at the
rate or Yield to Maturity (in the case of Original Issue Discount Securities)
borne by the Securities of that series; and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including a reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any expenses or liabilities incurred by the Trustee hereunder other
than through its negligence or bad faith.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on such
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on such Securities wherever situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities of any
series under the Bankruptcy Law, or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Securities of any series, or
to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of any series shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 5.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal and interest (or, if the Securities of
that series are Original Issue Discount Securities such portion of the principal
amount as may be specified in the terms of that series) owing and unpaid in
respect of the Securities of such series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities of any series, or
to the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities or any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the Securityholders to make
such

                                       27



payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith.

         Nothing herein contained shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any holder thereof or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities, and it shall not be necessary to make any holders of the
Securities parties to any such proceedings.

         Notwithstanding any provision in this Section 5.02, neither the Trustee
nor the Securityholders shall have the right to accelerate payment of any series
of the Securities or otherwise to declare such Securities due and payable except
as specifically set forth in Section 5.01.

         SECTION 5.03. Application of Moneys Collected by Trustee.

         Any moneys collected by the Trustee shall be applied in the following
order, at the date or dates fixed by the Trustee for the distribution of such
moneys, upon presentation of the several Securities in respect of which moneys
have been collected, and stamping thereon the payment, if only partially paid,
and upon surrender thereof if fully paid:

         First: To the payment of costs and expenses of collection applicable to
such series and reasonable compensation to the Trustee, its agents, attorneys
and counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith;

         Second: To the payment of all Senior Obligations of the Company if and
to the extent required by Article 15;

         Third: In case the principal of the outstanding Securities in respect
of which moneys have been collected shall not have become due and be unpaid, to
the payment of the amounts then due and unpaid upon Securities of such series
for principal (and premium, if any), and

                                       28



interest on the Securities of such series, in respect of which or for the
benefit of which money has been collected, ratably, without preference or
priority of any kind, according to the amounts due on such Securities for
principal (and premium, if any) and interest, respectively.

         SECTION 5.04. Proceedings by Securityholders.

         Subject to the rights granted to the holder of a series under Section
13.13, no holder of any Security of any series shall have any right by virtue of
or by availing of any provision of this Indenture to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of that series then outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(iv) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding,
and (v) during such 60 day period the holders of a majority in principal amount
of the Securities of that series do not give the Trustee a direction
inconsistent with the request; it being understood and intended, and being
expressly covenanted by the taker and holder of every Security with every other
taker and holder and the Trustee, that no one or more holders of Securities of
any series shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities of the applicable
series.

         Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of
(premium, if any) and interest, if any, on such Security, on or after the same
shall have become due and payable, or to institute suit for the enforcement of
any such payment, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

                                       29



         SECTION 5.05. Proceedings by Trustee.

         In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

         SECTION 5.06. Remedies Cumulative and Continuing.

         Except as otherwise provided in Section 2.08, all powers and remedies
given by this Article 5 to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to such series, and no delay or omission of the Trustee
or of any holder of any of the Securities to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section
5.04, every power and remedy given by this Article 5 or by law to the Trustee or
to the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.

         SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders.

         The holders of a majority in aggregate principal amount of the
Securities of any or all series affected (voting as one class) at the time
outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that (subject to
the provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of any series of
the Securities, or of all the Securities, as the case may be, the holders of a
majority in aggregate principal amount of the Securities of that series at the
time outstanding may on behalf of the holders of all of the Securities of such
series waive any past default or Event of Default including any default
established pursuant to Section 2.03 and its consequences except a default (a)
in the payment of principal of, premium, if any, or interest on any of the
Securities, (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the holder of each Security affected,
or (c) a default of the covenants contained in Section 3.07; provided, however,
that if the Securities of such series are

                                       30



held by a Trust or a trustee of such trust, such waiver or modification to such
waiver shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable Trust shall have consented to
such waiver or modification to such waiver; provided further, that if the
consent of the Holder of each outstanding Security is required, such waiver
shall not be effective until each holder of the Trust Securities of the
applicable Trust shall have consented to such waiver. Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Securities of such
series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon. Upon any such waiver the Company, the
Trustee and the holders of the Securities of that series (or of all Securities,
as the case may be) shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.
Whenever any default or Event of Default hereunder shall have been waived as
permitted by this Section 5.07, such default or Event of Default shall for all
purposes of the Securities of that series (or of all Securities, as the case may
be) and this Indenture be deemed to have been cured and to be not continuing.

         SECTION 5.08.     Notice of Defaults and Nonpayments.

         The Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities of any series, mail to all Securityholders of
that series, as the names and addresses of such holders appear upon the Security
register, notice of all defaults with respect to that series and notice of
nonpayment of principal, premium, if any, or interest, when due on the
Securities of such series ("Nonpayments") known to the Trustee, unless such
defaults or Nonpayments shall have been cured before the giving of such notice
(the term "defaults" for the purpose of this Section 5.08 being hereby defined
to be the events specified in clauses (a) and (b) of Section 5.01, not including
periods of grace, if any, provided for therein).

         SECTION 5.09.     Undertaking to Pay Costs.

         All parties to this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders of any series, holding in the aggregate more than 10% in
principal amount of the Securities of that series outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security against the
Company on or after the same shall have become due and payable.

                                       31



                                    ARTICLE 6

                             CONCERNING THE TRUSTEE

         SECTION 6.01.     Duties and Responsibilities of Trustee.

         With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to Securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to Securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

                  (a)    prior to the occurrence of an Event of Default with
                         respect to Securities of a series and after the curing
                         or waiving of all Events of Default with respect to
                         that series which may have occurred

                         (1)    the duties and obligations of the Trustee with
                                respect to Securities of a series shall be
                                determined solely by the express provisions of
                                this Indenture, and the Trustee shall not be
                                liable except for the performance of such duties
                                and obligations with respect to such series as
                                are specifically set forth in this Indenture,
                                and no implied covenants or obligations shall be
                                read into this Indenture against the Trustee;
                                and

                         (2)    in the absence of bad faith on the part of the
                                Trustee, the 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 Trustee and conforming to the requirements
                                of this Indenture; but, in the case of any such
                                certificates or opinions which by any provision
                                hereof are specifically required to be furnished
                                to the Trustee, the Trustee shall be under a
                                duty to examine the same to determine whether or
                                not they conform to the requirements of this
                                Indenture;

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

                                       32



                  (c)    the 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
                         Securityholders pursuant to Section 5.07, relating to
                         the time, method and place of conducting any proceeding
                         for any remedy available to the Trustee, or exercising
                         any trust or power conferred upon the Trustee, under
                         this Indenture.

         None of the provisions contained in this Indenture shall require the
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 there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

         SECTION 6.02.     Reliance on Documents, Opinions, etc.

         Except as otherwise provided in Section 6.01:

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

                  (b)    any request, direction, order or demand of the Company
                         mentioned herein shall be sufficiently evidenced by an
                         Officers' Certificate (unless other evidence in respect
                         thereof be herein specifically prescribed); and any
                         Board Resolution may be evidenced to the Trustee by a
                         copy thereof certified by the Secretary or an Assistant
                         Secretary of the Company;

                  (c)    the Trustee may consult with counsel of its selection
                         and any advice or Opinion of Counsel shall be full and
                         complete authorization and protection in respect of any
                         action taken or suffered omitted by it hereunder in
                         good faith and in accordance with such advice or
                         Opinion of Counsel;

                  (d)    the Trustee shall be under no obligation to exercise
                         any of the rights or powers vested in it by this
                         Indenture at the request, order or direction of any of
                         the Securityholders, pursuant to the provisions of this
                         Indenture, unless such Securityholders shall have
                         offered to the Trustee reasonable security or indemnity
                         against the costs, expenses and liabilities which may
                         be incurred therein or thereby;

                  (e)    the Trustee shall not be liable for any action taken or
                         omitted by it in good faith and believed by it to be
                         authorized or within the discretion or rights or powers
                         conferred upon it by this Indenture; nothing contained
                         herein shall, however, relieve the Trustee of the
                         obligation, upon the occurrence of an Event of Default
                         with respect to a series of the Securities (that has
                         not been cured or waived) to exercise with respect to
                         Securities of that series such of the rights and powers
                         vested in it by this Indenture, and to

                                       33



                  use the same degree of care and skill in their exercise, as a
                  prudent man would exercise or use under the circumstances in
                  the conduct of  his own affairs;

             (f)  the 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,
                  consent, order, approval, bond, debenture, coupon or other
                  paper or document, unless requested in writing to do so by the
                  holders of not less than a majority in principal amount of the
                  outstanding Securities of the series affected thereby;
                  provided, however, that if the payment within a reasonable
                  time to the Trustee of the costs, expenses or liabilities
                  likely to be incurred by it in the making of such
                  investigation is, in the opinion of the Trustee, not
                  reasonably assured to the Trustee by the security afforded to
                  it by the terms of this Indenture, the Trustee may require
                  reasonable indemnity against such expense or liability as a
                  condition to so proceeding; and

             (g)  the Trustee may execute any of the trusts or powers hereunder
                  or perform any duties hereunder either directly or by or
                  through agents (including any Authenticating Agent) or
                  attorneys, and the Trustee shall not be responsible for any
                  misconduct or negligence on the part of any such agent or
                  attorney appointed by it with due care.

         SECTION 6.03.     No Responsibility for Recitals, etc.

         The recitals contained herein and in the Securities (except in the
certificate of authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of any Securities or the proceeds of any Securities authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

         SECTION 6.04.     Trustee, Authenticating Agent, Paying Agents,
Transfer Agents or Registrar May Own Securities.

         The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

                                       34



         SECTION 6.05.     Moneys to be Held in Trust.

         Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of Default shall have occurred and be continuing, all
interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by any Authorized Officer.

         SECTION 6.06.     Compensation and Expenses of Trustee.

         The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
to in writing between the Company and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify each of the Trustee or any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability in the
premises. The obligations of the Company under this Section 6.06 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(a) or Section 5.01(b), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 6.07.     Officers' Certificate as Evidence.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of

                                       35



negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

         SECTION 6.08.     Conflicting Interest of Trustee.

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

         SECTION 6.09.     Eligibility of Trustee.

         The Trustee hereunder shall at all times 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 other
Person permitted to act as trustee by the Commission 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 aforesaid supervising or examining authority, then for the purposes of
this Section 6.09 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.

         The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         SECTION 6.10.     Resignation or Removal of Trustee.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of such resignation to the Company and by mailing notice
thereof to the holders of the applicable series of Securities at their addresses
as they shall appear on the Security register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument, in duplicate,
executed under the authority of a Board Resolution, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed with respect to
any series of Securities and have accepted appointment within 60 days after the
mailing of such notice of resignation to the affected Securityholders, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court

                                       36



may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

         (b)      In case at any time any of the following shall occur --

                  (1)      the Trustee shall fail to comply with the provisions
                           of Section 6.08 after written request therefor by the
                           Company or by any Securityholder who has been a bona
                           fide holder of a Security or Securities for at least
                           six months, or

                  (2)      the Trustee shall cease to be eligible in accordance
                           with the provisions of Section 6.09 and shall fail to
                           resign after written request therefor by the Company
                           or by any such Securityholder, or

                  (3)      the Trustee shall become incapable of acting, or
                           shall be adjudged a bankrupt or insolvent, or a
                           receiver of the Trustee or of its property shall be
                           appointed, or any public officer shall take charge or
                           control of the Trustee or of its property or affairs
                           for the purpose of rehabilitation, conservation or
                           liquidation,

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed under the
authority of a Board Resolution, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 5.09, any Securityholder who has been a bona fide
holder of a Security or Securities of the applicable series for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

         (c)      The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and nominate a successor trustee with
respect to the applicable series of Securities or all series, as the case may
be, which shall be deemed appointed as successor trustee with respect to the
applicable series unless within 10 days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Securityholder of
the applicable series, upon the terms and conditions and otherwise as in
subsection (a) of this Section 6.10 provided, may petition any court of
competent jurisdiction for an appointment of a successor trustee with respect to
such series.

         (d)      Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

         SECTION 6.11.     Acceptance by Successor Trustee.

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such

                                       37



appointment hereunder, and thereupon the resignation or removal of the retiring
trustee with respect to all or any applicable series shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations with respect
to such series of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring trustee thereunder. Upon request of any such successor trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such trustee to secure any amounts
then due it pursuant to the provisions of Section 6.06.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Company, the retiring trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring trustee with respect to the
Securities of any series as to which the predecessor trustee is not retiring
shall continue to be vested in the predecessor trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trustee hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such trustee.

         No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be in compliance with the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities of any applicable series at their
addresses as they shall appear on the Security register. If the Company fails to
mail such notice within 10 days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

         SECTION 6.12.     Succession by Merger, etc.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

                                       38



         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver
such Securities so authenticated; and in case at that time any of the Securities
of any series shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or authenticate Securities of any series in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

         SECTION 6.13.     Limitation on Rights of Trustee as a Creditor.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

         SECTION 6.14.     Authenticating Agents.

         The Trustee may appoint one or more Authenticating Agents upon the
request of the Company with power to act on its behalf and subject to its
direction in the authentication and delivery of Securities of any series issued
upon exchange or transfer thereof as fully to all intents and purposes as though
any such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities of such series; provided, that the Trustee shall have no
liability to the Company for any acts or omissions of the Authenticating Agent
with respect to the authentication and delivery of Securities of any series.
Securities authenticated by an Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee. Each Authenticating Agent shall at all times be
a corporation organized and doing business under the laws of the United States
or of any state or territory thereof or of the District of Columbia authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of at least $50,000,000 and being 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
the requirements of such authority, then for the purposes of this Section 6.14
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. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect herein specified in this Section.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this

                                       39



Section 6.14 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

         Any Authenticating Agent may at any time resign with respect to one or
more or all series of Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any Authenticating Agent with respect to one or more or all series of Securities
by giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible under
this Section 6.14, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent with respect to the applicable
series eligible under this Section 6.14, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all
holders of the applicable series of Securities as the names and addresses of
such holders appear on the Security register. Any successor Authenticating Agent
with respect to all or any series upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities with
respect to such series of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein.

         The Company shall pay to any Authenticating Agent from time to time
reasonable compensation for its services as may be periodically agreed by them
in writing. Any Authenticating Agent shall have no responsibility or liability
for any action taken by it as such in accordance with the directions of the
Trustee.

         If an appointment with respect to one of more series of Securities is
made pursuant to this Section, the Securities of such series may have endorsed
thereon an alternative certificate of authentication in the following form:

         "This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

                                   THE BANK OF NEW YORK
                                             As Trustee

                                   By:__________________________________________
                                             As Authenticating Agent

                                   By:__________________________________________
                                             Authorized Officer"

                                       40



                                   ARTICLE 7

                         CONCERNING THE SECURITYHOLDERS

        SECTION 7.01.     Action by Securityholders.

        Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article 8, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

        If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
                                         --------  -------
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

        SECTION 7.02.     Proof of Execution by Securityholders.

        Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

        The record of any Securityholders' meeting shall be proved in the
manner provided in Section 8.06.

                                       41



        SECTION 7.03.   Who Are Deemed Absolute Owners.

        Prior to due presentment for registration of transfer of any Security,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and any Security registrar may deem the Person in whose name such
Security shall be registered upon the Security register (including a Depositary
in the case of a Global Security) to be, and may treat him as, the absolute
owner of such Security (whether or not such Security shall be overdue) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Security registrar shall be affected by any notice to
the contrary. All such payments so made to any holder for the time being or upon
his order shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

        SECTION 7.04.   Securities Owned by Company Deemed Not Outstanding.

        In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities which the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as outstanding for the purposes of this
Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee
the pledgee's right to vote such Securities and that the pledgee is not the
Company or any such other obligor or person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any such other obligor. In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

        SECTION 7.05.   Revocation of Consents; Future Holders Bound.

        At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Security specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                       42



                                   ARTICLE 8

                            SECURITYHOLDERS' MEETINGS

        SECTION 8.01.   Purposes of Meetings.

        A meeting of Securityholders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article 8 for any
of the following purposes:

                  (a)   to give any notice to the Company or to the Trustee, or
                        to give any directions to the Trustee, or to consent to
                        the waiving of any default hereunder and its
                        consequences, or to take any other action authorized
                        to be taken by Securityholders pursuant to any of the
                        provisions of Article 5;

                  (b)   to remove the Trustee and nominate a successor trustee
                        pursuant to the provisions of Article 6;

                  (c)   to consent to the execution of an indenture or
                        indentures supplemental hereto pursuant to the
                        provisions of Section 9.02; or

                  (d)   to take any other action authorized to be taken by or
                        on behalf of the holders of any specified aggregate
                        principal amount of such Securities under any other
                        provision of this Indenture or under applicable law.

        SECTION 8.02.   Call of Meetings by Trustee.

        The Trustee may at any time call a meeting of Securityholders of any or
all series to take any action specified in Section 8.01, to be held at such time
and in the Borough of Manhattan, New York, New York, or such other location as
the Trustee shall determine. Notice of every meeting of the Securityholders of
any or all series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
to holders of Securities of each series affected at their addresses as they
shall appear on the Securities of each series affected register. Such notice
shall be mailed not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

        SECTION 8.03.   Call of Meetings by Company or Securityholders.

        In case at any time the Company pursuant to a Board Resolution, or the
holders of at least 10% in aggregate principal amount of the Securities of any
or all series, as the case may be, then outstanding, shall have requested the
Trustee to call a meeting of Securityholders of any or all series, as the case
may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Securityholders may determine the time and the place in the
Borough of Manhattan, City of New York for such meeting and may call such
meeting to take any action authorized in Section 8.01, by mailing notice thereof
as provided in Section 8.02.

                                       43



        SECTION 8.04. Qualifications for Voting.

        To be entitled to vote at any meeting of Securityholders a person shall
(a) be a holder of one or more Securities with respect to which the meeting is
being held or (b) a person appointed by an instrument in writing as proxy by a
holder of one or more such Securities. The only persons who shall be entitled to
be present or to speak at any meeting of Securityholders shall be the persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

        SECTION 8.05. Regulations.

        Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

        The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

        Subject to the provisions of Section 7.04 and unless otherwise provided
in a Board Resolution or an indenture supplemental hereto, at any meeting each
holder of Securities with respect to which such meeting is being held or proxy
therefor shall be entitled to one vote for each $25 principal amount (in the
case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition "outstanding") of Securities held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not outstanding and ruled
by the chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities held by
him or instruments in writing as aforesaid duly designating him as the person to
vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

        SECTION 8.06. Voting.

        The vote upon any resolution submitted to any meeting of holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the meeting. A
record in duplicate of the

                                       44



proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that the notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

        Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

        SECTION 9.01. Supplemental Indentures without Consent of
Securityholders.

        The Company and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

                  (a)      to evidence the succession of another corporation to
                           the Company, or successive successions, and the
                           assumption by the successor corporation of the
                           covenants, agreements and obligations of the Company
                           pursuant to Article 10 hereof;

                  (b)      to add to the covenants of the Company such further
                           covenants, restrictions or conditions for the
                           protection of the holders of all or any series of
                           Securities (and if such covenants are to be for the
                           benefit of less than all series of Securities stating
                           that such covenants are expressly being included for
                           the benefit of such series) as the Company and the
                           Trustee shall consider to be for the protection of
                           the holders of such Securities, and to make the
                           occurrence, or the occurrence and continuance, of a
                           default in any of such additional covenants,
                           restrictions or conditions a default or an Event of
                           Default permitting the enforcement of all or any of
                           the several remedies provided in this Indenture as
                           herein set forth; provided, however, that in respect
                           of any such additional covenant, restriction or
                           condition such supplemental indenture may provide for
                           a particular period of grace after default (which
                           period may be shorter or longer than that allowed in
                           the case of other defaults) or may provide for an
                           immediate enforcement upon such default or may limit
                           the remedies available to the Trustee upon such
                           default;

                                       45



                  (c)      to provide for the issuance under this Indenture of
                           Securities in coupon form (including Securities
                           registrable as to principal only) and to provide for
                           exchangeability of such Securities with the
                           Securities issued hereunder in fully registered form
                           and to make all appropriate changes for such purpose;

                  (d)      to cure any ambiguity or to correct or supplement any
                           provision contained herein or in any supplemental
                           indenture which may be defective or inconsistent with
                           any other provision contained herein or in any
                           supplemental indenture, or to make such other
                           provisions in regard to matters or questions arising
                           under this Indenture; provided that any such action
                           shall not adversely affect the interests of the
                           holders of the Securities;

                  (e)      to add to, delete from, or revise the terms of
                           Securities of any series as permitted by Section 2.01
                           and 2.03, including, without limitation, any terms
                           relating to the issuance, exchange, registration or
                           transfer of Securities issued in whole or in part in
                           the form of one or more Global Securities and the
                           payment of any principal thereof, or interest or
                           premium, if any, thereon;

                  (f)      to evidence and provide for the acceptance of
                           appointment hereunder by a successor trustee with
                           respect to the Securities of one or more series and
                           to add to or change any of the provisions of this
                           Indenture as shall be necessary to provide for or
                           facilitate the administration of the trusts hereunder
                           by more than one trustee, pursuant to the
                           requirements of Section 6.11;

                  (g)      to provide for uncertificated Securities in addition
                           to or in place of certificated Securities;

                  (h)      to make any change that does not adversely affect the
                           rights of any Securityholder in any material respect;
                           or

                  (i)      to provide for the issuance of and establish the form
                           and terms and conditions of the Securities of any
                           series, to establish the form of any certifications
                           required to be furnished pursuant to the terms of
                           this Indenture or any series of Securities, or to add
                           to the rights of the holders of any series of
                           Securities.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                       46



         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

         SECTION 9.02.  Supplemental Indentures with Consent of Securityholders.

         With the consent (evidenced as provided in Section 7.01) of the holders
of not less than a majority in aggregate principal amount of the Securities at
the time outstanding of all series affected by such supplemental indenture
(voting as a class), the Company and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Securities of each
series so affected; provided, however, that no such supplemental indenture shall
without the consent of the holders of each security then outstanding and
affected thereby (i) extend the fixed maturity of any Security of any series, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Securities, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy
pursuant to Section 5.02, or impair or affect the right of any Securityholder to
institute suit for payment thereof or the right of repayment, if any, at the
option of the holder, without the consent of the holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities the holders of
which are required to consent to any such supplemental indenture, without the
consent of the holders of each Security then affected provided, further, that if
the Securities of such series are held by a Trust or a trustee of such trust,
such supplemental indenture shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of the applicable Trust
shall have consented to such supplemental indenture; provided further, that if
the consent of the Holder of each outstanding Security is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the applicable Trust shall have consented to such supplemental
indenture.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of Securityholders of such series with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture or the
Securityholders of any other series.

         Upon the request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture. The Trustee may receive an Opinion of Counsel
as conclusive evidence that any

                                       47



supplemental indenture executed pursuant to this Article 9 is authorized or
permitted by, and conforms to, the terms of this Article 9 and that it is proper
for the Trustee under the provisions of this Article 9 to join in the execution
thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, prepared by the
Company, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their names
and addresses appear upon the Security register. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         SECTION 9.03.  Compliance with Trust Indenture Act; Effect of
Supplemental Indentures.

         Any supplemental indenture executed pursuant to the provisions of this
Article 9 shall comply with the Trust Indenture Act, as then in effect. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article 9, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION 9.04.  Notation on Securities.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article 9 may bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company or
the Trustee shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee or the
Authenticating Agent and delivered in exchange for the Securities of any series
then outstanding.

         SECTION 9.05.  Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article 9.

                                     48



                                   ARTICLE 10

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

        SECTION 10.01.  Company May Consolidate, etc., on Certain Terms.

        The Company covenants that it will not merge into or consolidate with
any other corporation or sell or convey all or substantially all of its assets
to any person, firm or corporation, unless (1) either the Company shall be the
continuing corporation, or the successor corporation (if other than the Company)
shall be a corporation organized and existing under the laws of the United
States of America or a state thereof or the District of Columbia and such
corporation shall expressly assume the due and punctual payment of the principal
of (and premium, if any, on) and any interest on all Securities, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and (2) the Company or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition.

        SECTION 10.02.  Successor Corporation to be Substituted for Company.

        In case of any such consolidation, merger, conveyance or transfer and
upon any required assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the due and punctual payment of the principal of and premium, if
any, and interest on all of the Securities and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture or the
Declaration to be performed or observed by the Company, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and the
Company thereupon shall be relieved of any further liability or obligation
hereunder or upon the Securities. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor corporation instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee or the Authenticating
Agent for that purpose. All the Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Indentures had been issued at the date of the execution
hereof.

        SECTION 10.03.  Opinion of Counsel to be Given Trustee.

        The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, conveyance or transfer, and

                                       49



any assumption, permitted or required by the terms of this Article 10 complies
with the provisions of this Article 10.

                                   ARTICLE 11

                    SATISFACTION AND DISCHARGE OF INDENTURE.

        SECTION 11.01. Discharge of Indenture.

        When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) and not theretofore canceled, or (b) all the
Securities not theretofore canceled or delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Company shall deposit with the Trustee, in trust, funds sufficient to
pay at maturity or upon redemption all of the Securities (other than any
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08) not theretofore canceled or
delivered to the Trustee for cancellation, including principal and premium, if
any, and interest due or to become due to such date of maturity or redemption
date, as the case may be, but excluding, however, the amount of any moneys for
the payment of principal of, and premium, if any, or interest on the Securities
(1) theretofore repaid to the Company in accordance with the provisions of
Section 11.04, or (2) paid to any state or to the District of Columbia pursuant
to its unclaimed property or similar laws, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect except that the
provisions of Sections 2.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04
hereof shall survive until such Securities shall mature and be paid. Thereafter,
Sections 6.06 and 11.04 shall survive, and the Trustee, on demand of the Company
accompanied by any Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture, the Company, however, hereby
agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Securities.

        SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be
                       Held in Trust by Trustee.

        Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.05 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment of which
such moneys or U.S. Government Obligations have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section

                                       50



11.05 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the holders of
outstanding Securities.

        SECTION 11.03. Paying Agent to Repay Moneys Held.

        Upon the satisfaction and discharge of this Indenture all moneys then
held by any paying agent of the Securities (other than the Trustee) shall, upon
demand of the Company, be repaid to it or paid to the Trustee, and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.

        SECTION 11.04. Return of Unclaimed Moneys.

        Subject to the terms of any state escheat or unclaimed property laws,
any moneys deposited with or paid to the Trustee or any paying agent for payment
of the principal of, and premium, if any, or interest on Securities and not
applied but remaining unclaimed by the holders of Securities for three years
after the date upon which the principal of, and premium, if any, or interest on
such Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such paying agent on written demand; and
the holder of any of the Securities shall thereafter look only to the Company
for any payment which such holder may be entitled to collect and all liability
of the Trustee or such paying agent with respect to such moneys shall thereupon
cease.

        SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.

        The Company shall be deemed to have been Discharged (as defined below)
from its respective obligations with respect to any series of Securities on the
91st day after the applicable conditions set forth below have been satisfied
with respect to that series of Securities:

                  (1)      The Company shall have deposited or caused to be
                           deposited irrevocably with the Trustee or the
                           Defeasance Agent (as defined below) as trust funds in
                           trust, specifically pledged as security for, and
                           dedicated solely to, the benefit of the holders of
                           the Securities of such series (i) money in an amount,
                           or (ii) U.S. Government Obligations which through the
                           payment of interest and principal in respect thereof
                           in accordance with their terms will provide, not
                           later than one day before the due date of any
                           payment, money in an amount, or (iii) a combination
                           of (i) and (ii), sufficient, in the opinion (with
                           respect to (ii) and (iii)) of a nationally recognized
                           firm of independent public accountants expressed in a
                           written certification thereof delivered to the
                           Trustee and the Defeasance Agent, if any, to pay and
                           discharge each installment of principal (including
                           any mandatory sinking fund payments) of, and interest
                           and premium, if any, on, the outstanding Securities
                           of such series on the dates such installments of
                           principal, interest or premium are due;

                  (2)      if the Securities of such series are then listed on
                           any national securities exchange, the Company shall
                           have delivered to the Trustee and the Defeasance
                           Agent, if any, an Opinion of Counsel to the effect
                           that the

                                       51



                        exercise of the option under this Section 11.05 would
                        not cause such Securities to be delisted from such
                        exchange;

                 (3)    no Event of Default or event which with notice or
                        lapse of time would become an Event of Default with
                        respect to the Securities of such series shall have
                        occurred and be continuing on the date of such
                        deposit; and

                 (4)    the Company shall have delivered to the Trustee and
                        the Defeasance Agent, if any, an Opinion of Counsel
                        to the effect that holders of the Securities of such
                        series will not recognize income, gain or loss for
                        United States federal income tax purposes as a result
                        of the exercise of the option under this Section
                        11.05 and will be subject to United States federal
                        income tax on the same amount and in the same manner
                        and at the same times as would have been the case if
                        such option had not been exercised.

         "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
and the interest and premium, if any, on such Securities when such payments are
due; (B) the Company's obligations with respect to such Securities under
Sections 2.07, 2.08, 5.02 and 11.04; and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

         "Defeasance Agent" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the obligations of
the Trustee necessary to enable the Trustee to act hereunder. In the event a
Defeasance Agent is appointed pursuant to this section, the following conditions
shall apply:

                 1.     The Trustee shall have approval rights over the
                        document appointing such Defeasance Agent and the
                        document setting forth such Defeasance Agent's rights
                        and responsibilities;

                 2.     The Defeasance Agent shall provide verification to
                        the Trustee acknowledging receipt of sufficient money
                        and/or U. S. Government Obligations to meet the
                        applicable conditions set forth in this Section
                        11.05;

                 3.     The Trustee shall determine whether the Company shall
                        be deemed to have been Discharged from its respective
                        obligations with respect to any series of Securities.

                                       52



                                   ARTICLE 12

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

        SECTION 12.01.  Indenture and Securities Solely Corporate Obligations.

        No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation of
the Company, either directly or through the Company or any successor corporation
of the Company, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS.

        SECTION 13.01.  Successors.

        All the covenants, stipulations, promises and agreements in this
Indenture contained by the Company shall bind its successors and assigns whether
so expressed or not.

        SECTION 13.02.  Official Acts by Successor Corporation.

        Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the time be
the lawful sole successor of the Company.

        SECTION 13.03.  Surrender of Company Powers.

        The Company by instrument in writing executed by appropriate authority
of its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company, as the case may be, and as to any successor
corporation.

        SECTION 13.04.  Addresses for Notices, etc.

        Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company, Bank Of America Corporation, Bank Of America Corporate Center,

                                       53



NC1-007-23-01, 100 North Tryon Street, Charlotte, North Carolina 28255,
Attention: Corporate Treasury. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of
the Trustee, addressed to the Trustee, The Bank of New York, 101 Barclay Street,
21 West, New York, New York 10286, Attention: Corporate Trust Trustee
Administration.

         SECTION 13.05.  Governing Law.

         This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State, without regard to
conflicts of laws principles thereof.

         SECTION 13.06.  Evidence of Compliance with Conditions Precedent.

         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that in the opinion of
the signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

         Each certificate or opinion of the Company provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         SECTION 13.07.  Legal Holidays.

         In any case where the date of payment of interest on or principal of
the Securities will be in New York, New York or in Charlotte, North Carolina a
legal holiday or a day on which banking institutions are authorized or obligated
by law, executive order or regulation to close, the payment of such interest on
or principal of the Securities need not be made on such date but may be made on
the next succeeding Business Day, with the same force and effect as if made on
the date of payment and no interest shall accrue for the period from and after
such date, except that, if the next Business Day is in the next succeeding
calendar year, payment or interest shall be made on the immediately preceding
Business Day with the same force and effect.

         SECTION 13.08.  Trust Indenture Act to Control.

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by

                                       54



any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required
provision shall control.

        SECTION 13.09.  Table of Contents, Headings, etc.

        The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

        SECTION 13.10.  Execution in Counterparts.

        This 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.

        SECTION 13.11.  Separability.

        In case any one or more of the provisions contained in this Indenture
or in the Securities of any series (or the Board Resolution or supplemental
indenture establishing the series) 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 Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

        SECTION 13.12.  Assignment.

        The Company will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company, provided that, in the event of any such
                                        --------
assignment, the Company, as the case may be, will remain liable for all such
obligations. Otherwise, this Indenture may not be assigned by the parties
thereto. Subject to the foregoing, the Indenture is binding upon and inures to
the benefit of the parties thereto and their respective successors and assigns.

        SECTION 13.13.  Acknowledgment of Rights.

        The Company acknowledges that, with respect to any Securities held by a
Trust or a trustee of such trust, if the Property Trustee of such Trust fails to
enforce its rights under this Indenture as the holder of the series of
Securities held as the assets of such Trust, any holder of Capital Securities
may institute legal proceedings directly against the Company to enforce such
Property Trustee's rights under this Indenture without first instituting any
legal proceedings against such Property Trustee or any other person or entity.
Notwithstanding the foregoing, if a Nonpayment has occurred and is continuing,
the Company acknowledges that a holder of Capital Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the applicable series of Securities having a
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such holder on or after the respective due date specified in the
applicable series of Securities.

                                       55



                                   ARTICLE 14

                            REDEMPTION OF SECURITIES

        SECTION 14.01.  Applicability of Article.

        The provisions of this Article shall be applicable to the Securities of
any series which are redeemable before their maturity or to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.

        SECTION 14.02.  Notice of Redemption; Selection of Securities.

        In case the Company shall desire to exercise the right to redeem all,
or, as the case may be, any part of the Securities of any series in accordance
with their terms, it shall fix a date for redemption and shall mail a notice of
such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the holders of Securities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Security
register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the holder of any Security of
a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

        Each such notice of redemption shall specify the CUSIP number of the
Securities to be redeemed, the date fixed for redemption, the redemption price
at which Securities of such series are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. If less than all
the Securities of such series are to be redeemed the notice of redemption shall
specify the numbers of the Securities of that series to be redeemed. In case any
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of that series in principal amount equal
to the unredeemed portion thereof will be issued.

        Prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Securities so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption.

        If all, or less than all, the Securities of a series are to be
redeemed, the Company will give the Trustee notice not less than 45 or 60 days,
respectively, prior to the redemption date as to the aggregate principal amount
of Securities of that series to be redeemed; and, if less than all, Securities
of a series are held in the form of a Global Security, the Trustee shall select,
in such

                                       56



manner as in its sole discretion it shall deem appropriate and fair, the
Securities of that series or portions thereof (in integral multiples of $25,
except as otherwise set forth in the applicable form of Security, a Board
Resolution or an indenture supplemental hereto) to be redeemed.

         SECTION 14.03. Payment of Securities Called for Redemption.

         If notice of redemption has been given as provided in Section 14.02,
the Securities or portions of Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
place or places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities of any series so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment specified in said notice, the said Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the
date fixed for redemption.

         Upon presentation of any Security of any series redeemed in part only,
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the holder thereof, at the expense of the Company, a new
Security or Securities of such series of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

                                   ARTICLE 15

                           SUBORDINATION OF SECURITIES

         SECTION 15.01. Agreement to Subordinate.

         The Company covenants and agrees, and each holder of Securities issued
hereunder and under any supplemental indenture or by any resolutions by the
Board of Directors ("Additional Provisions") by such Securityholder's acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article 15; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

         The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Obligations of the Company, whether outstanding at the date of this Indenture or
thereafter incurred.

         No provision of this Article 15 shall prevent the occurrence of any
default or Event of Default hereunder.

                                       57



         SECTION 15.02. Default on Senior Obligations.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other payment due on any
Senior Obligations of the Company, as the case may be, or in the event that the
maturity of any Senior Obligations of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of,
or premium, if any, or interest on the Securities.

         Notwithstanding the foregoing, if any payment is received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.02, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of Senior Obligations or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Obligations may have been issued, as their
respective interests may appear, but only to the extent that the holders of the
Senior Obligations (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Obligations and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Obligations.

         SECTION 15.03. Liquidation; Dissolution; Bankruptcy.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Obligations
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal (and premium, if any) or interest on the Securities;
and upon any such dissolution or winding-up or liquidation or reorganization,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article 15, shall be paid by the Company or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Securityholders or by the Trustee
under the Indenture if received by them or it, directly to the holders of Senior
Obligations of the Company (pro rata to such holders on the basis of the
                            --- ----
respective amounts of Senior Obligations held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Obligations may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Obligations in full, in money
or money's worth, after giving effect to any concurrent payment or distribution
to or for the holders of such Senior Obligations, before any payment or
distribution is made to the Securityholders or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Obligations of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such

                                       58



payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Obligations or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Obligations
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Obligations of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Obligations in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Obligations.

         For purposes of this Article 15, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 15 with respect
to the Securities to the payment of all Senior Obligations of the Company, as
the case may be, that may at the time be outstanding, provided that (i) such
Senior Obligations is assumed by the new corporation, if any, resulting from any
such reorganization or readjustment, and (ii) the rights of the holders of such
Senior Obligations are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article 10 of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 15.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article 10 of this Indenture. Nothing in Section 15.02 or in this Section
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.05 of this Indenture.

         SECTION 15.04. Subrogation.

         Subject to the payment in full of all Senior Obligations of the
Company, the rights of the Securityholders shall be subrogated to the rights of
the holders of such Senior Obligations to receive payments or distributions of
cash, property or securities of the Company, as the case may be, applicable to
such Senior Obligations until the principal of (and premium, if any) and
interest on the Senior Obligation are paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of such Senior
Obligations of any cash, property or securities to which the Securityholders or
the Trustee would be entitled except for the provisions of this Article 15, and
no payment over pursuant to the provisions of this Article 15 to or for the
benefit of the holders of such Senior Obligations by Securityholders or the
Trustee, shall, as between the Company, its creditors other than holders of
Senior Obligations of the Company, and the holders of the Securities, be deemed
to be a payment by the Company to or on account of such Senior Obligations. It
is understood that the provisions of this Article 15 are and are intended solely
for the purposes of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of such Senior Obligations on the
other hand.

         Nothing contained in this Article 15 or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Obligations of the Company, and the
holders of the Securities, the obligation of the

                                       59



Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Securities and creditors of the Company, as the case may be, other than the
holders of Senior Obligations of the Company, as the case may be, nor shall
anything herein or therein prevent the Trustee or the holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under the Indenture, subject to the rights, if any, under this Article 15 of the
holders of such Senior Obligations in respect of cash, property or securities of
the Company, as the case may be, received upon the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 15, the Trustee, subject to the provisions of Article 6 of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Obligations
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 15.

         SECTION 15.05. Trustee to Effectuate Subordination.

         Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article 15 and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

         SECTION 15.06. Notice by the Company.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article 15. Notwithstanding the provisions of
this Article 15 or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article 15, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Obligations or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Article 6 of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
                                                             --------  -------
that if the Trustee shall not have received the notice provided for in this
Section 15.06 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Debenture), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and

                                       60



shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

         The Trustee, subject to the provisions of Article 6 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Obligations of the
Company, as the case may be (or a trustee on behalf of such holder), to
establish that such notice has been given by a holder of such Senior Obligations
or a trustee on behalf of any such holder or holders. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of such Senior Obligations to participate
in any payment or distribution pursuant to this Article 15, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Obligations held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 15, and, if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

         SECTION 15.07. Rights of the Trustee; Holders of Senior Obligations.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 15 in respect of any Senior Obligations at any
time held by it, to the same extent as any other holder of Senior Obligations,
and nothing in this Indenture or any Additional Provisions shall deprive the
Trustee of any of its rights as such holder.

         With respect to the holders of Senior Obligations of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 15, and no implied
covenants or obligations with respect to the holders of such Senior Obligations
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Obligations and,
subject to the provisions of Article 6 of this Indenture, the Trustee shall not
be liable to any holder of such Senior Obligations if it shall pay over or
deliver to Securityholders, the Company or any other Person money or assets to
which any holder of such Senior Obligations shall be entitled by virtue of this
Article 15 or otherwise.

         Nothing in this Article 15 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.06.

         SECTION 15.08. Subordination May Not Be Impaired.

         No right of any present or future holder of any Senior Obligations of
the Company to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company, as the case may be, or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Company, as the case may be,
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Obligations of the Company may, at any time and from time
to time, without the consent

                                       61



of or notice to the Trustee or the Securityholders, without incurring
responsibility to the Securityholders and without impairing or releasing the
subordination provided in this Article 15 or the obligations hereunder of the
holders of the Securities to the holders of such Senior Obligations, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Obligations, or
otherwise amend or supplement in any manner such Senior Obligations or any
instrument evidencing the same or any agreement under which such Senior
Obligations is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such Senior Obligations;
(iii) release any Person liable in any manner for the collection of such Senior
Obligations; and (iv) exercise or refrain from exercising any rights against the
Company, as the case may be, and any other Person.

                                       62



         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

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

                                                BANK OF AMERICA CORPORATION

                                                By     /s/ Karen A. Gosnell
                                                   ----------------------------
                                                   Name:  Karen A. Gosnell
                                                   Title: Senior Vice President



                                                THE BANK OF NEW YORK, as Trustee

                                                By    /s/ Derrick C. Kettel
                                                   ----------------------------
                                                   Name:   Derrick C. Kettel
                                                   Title:  Agent

                                       63

EX-4.11

                                                                    Exhibit 4.11

































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


                        [________] SUPPLEMENTAL INDENTURE

                                     between

                           BANK OF AMERICA CORPORATION

                                       and

                              THE BANK OF NEW YORK

                           Dated as of [_______, ____]


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




                                TABLE OF CONTENTS



                                                                      Page
                                                                   
ARTICLE 1   DEFINITIONS
   SECTION 1.1     Definition of Terms..............................     2

ARTICLE 2   GENERAL TERMS AND CONDITIONS OF THE NOTES
   SECTION 2.1     Designation and Principal Amount.................     4
   SECTION 2.2     Maturity.........................................     4
   SECTION 2.3     Form and Payment.................................     4
   SECTION 2.4     Global Form......................................     5
   SECTION 2.5     Interest.........................................     6

ARTICLE 3   PREPAYMENT OF THE NOTES.................................
   SECTION 3.1     Special Event Prepayment.........................     7
   SECTION 3.2     Optional Prepayment by Company...................     7
   SECTION 3.3     No Sinking Fund..................................     7

ARTICLE 4   EXTENSION OF INTEREST PAYMENT PERIOD
   SECTION 4.1     Extension of Interest Payment Period.............     8
   SECTION 4.2     Notice of Extension..............................     8
   SECTION 4.3     Limitation of Transactions.......................     9

ARTICLE 5   EXPENSES
   SECTION 5.1     Payment of Expenses..............................     9
   SECTION 5.2     Payment Upon Resignation or Removal..............    10

ARTICLE 6   COVENANT TO LIST ON EXCHANGE
   SECTION 6.1     Listing on an Exchange...........................    10

ARTICLE 7   FORM OF NOTE
   SECTION 7.1     Form of Note.....................................    10

ARTICLE 8   ORIGINAL ISSUE OF NOTES
   SECTION 8.1     Original Issue of Notes..........................    17

ARTICLE 9   MISCELLANEOUS
   SECTION 9.1     Ratification of Indenture........................    18
   SECTION 9.2     Trustee Not Responsible for Recitals.............    18
   SECTION 9.3     Governing Law....................................    18
   SECTION 9.4     Separability.....................................    18
   SECTION 9.5     Counterparts.....................................    18


                                       i



                        [________] SUPPLEMENTAL INDENTURE


          THIS [________] SUPPLEMENTAL INDENTURE, dated as of [_______,
____] (the "[________] Supplemental Indenture"), between BANK OF AMERICA
CORPORATION, a Delaware corporation (the "Company"), and THE BANK OF NEW YORK,
as trustee (the "Trustee"), under an Indenture dated as of October 1, 2001
between the Company and the Trustee (the "Indenture").

         WHEREAS, the Company desires to provide for the establishment,
under the terms of the Indenture, of a series of its securities to be known as
    its [__%] Junior Subordinated Deferrable Interest Notes due [____] (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
[________] Supplemental Indenture; and

         WHEREAS, under the terms of an Underwriting Agreement dated as
of October __, 2001 (the "Underwriting Agreement"), among the Company, BAC
Capital Trust [_] (the "Trust") and the Underwriters named therein (the
"Underwriters"), the Trust has agreed to sell to the Underwriters $__ aggregate
liquidation amount of its [___%] Capital Securities (such securities being of
the type referred to in the Indenture as the "Preferred Securities" and in this
[________] Supplemental Indenture as the "Capital Securities"); and

          WHEREAS, under the terms of a Subscription Agreement dated as
of October __, 2001 between the Trust and the Company (the "Subscription
Agreement"), the Company has committed to purchase all of the common securities
of the Trust (the "Common Securities") which Common Securities represent at
least 3% of the capital of the Trust; 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 to the Company of the Common Securities, in the
Notes, as a result of which the Trust will initially purchase
[$_________________] aggregate principal amount of the Notes; and

           WHEREAS, the Company has requested that the Trustee execute
and deliver this [________] Supplemental Indenture; and

           WHEREAS, all requirements necessary to make this [________]
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 [________] 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:




                                    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 [________] Supplemental Indenture unless otherwise provided herein;

             (b) a term defined anywhere in this [________] 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 [________] 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) Clearing Agency; (iii) Delaware Trustee;
(iv) Depositary; (v) Capital Security Certificate; (vi) Property Trustee; (vii)
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.

             "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 Federal Reserve Board, 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.
              -----------

             "Declaration" means the Amended and Restated Declaration of Trust
              -----------
of BAC Capital Trust [_], a Delaware statutory business trust, dated as of
[________, ____].

                                       2



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

          "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 interest on the, Notes.

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

          "Optional Prepayment Price" means 100% of the outstanding principal
           -------------------------
amount of the Notes to be redeemed, 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 [________, ____].

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

          "Special Event Prepayment" means a prepayment of the Notes prior to
           ------------------------
[________, ____], in whole but not in part, pursuant to a Tax Event, a Capital
Treatment Event or an Investment Company Event.

                                       3



             "Special Event Prepayment Price" means 100% of the outstanding
              ------------------------------
principal amount of the Notes, 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.

                                   ARTICLE 2
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.1  Designation and Principal Amount.
             --------------------------------

             There is hereby authorized and established under the terms of the
Indenture a series of the Company's securities designated the "[__%] Junior
Subordinated Deferrable Interest Notes due [____]" limited in aggregate
principal amount to [$_________________], which amount shall be as set forth in
any written order of the Company for the authentication and delivery of the
Notes pursuant to Section 2.04 of the Indenture as well as in any subsequent or
supplemental written order of the Company.

SECTION 2.2  Maturity.
             --------

             The Maturity Date for the Notes is [________, ____].

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,

                                       4



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 [________] 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 toI
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 [________] 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.

             (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 II 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

                                       5



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 the rate of [__%] per annum
(the "Coupon Rate") from October __, 20[__] 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 at the Coupon Rate, compounded quarterly [semi-annually], payable
(subject to the provisions of Article IV) quarterly [semi-annually] in arrears
on January 15, April 15, July 15 and October 15 [January 15 and July 15] of each
year (each, an "Interest Payment Date"), commencing on January 15, [____], 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 next preceding
that Interest Payment Date. Notwithstanding the foregoing sentence, if the
Capital Securities are no longer in book-entry only form, the relevant record
dates shall be January 1, April 1, July 1 and October 1 [January 1 and July 1]
prior to the regular Interest Payment Date.]

             (b) The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. Except as provided in
the following sentence, the amount of interest payable for any period shorter
than a full quarterly [semi-annual] period for which interest is computed, will
be computed on the basis of the actual number of days elapsed in such a 30-day
period. 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 (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

             (c) 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

                                       6



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 prior to
[________, ____], 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 repayment 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.
             ------------------------------

             (a) Subject to the provisions of Section 3.2(b) and 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 [________, ____], at a redemption price equal to 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 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.

             (b) If a partial prepayment of the Notes would result in the
delisting of the Capital Securities issued by the Trust from any national
securities exchange or other organization on which the Capital Securities are
then listed, the Company shall not be permitted to effect such partial
prepayment and may only prepay the Notes in whole.

SECTION 3.3  No Sinking Fund.
             ---------------

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

                                       7



                                    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 not exceeding 20 [10]
consecutive quarterly [semi-annual] periods (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 bear interest thereon at the
Coupon Rate compounded quarterly [semi-annually] for each quarterly
[semi-annual] period 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 [10] consecutive quarterly [semi-annual] periods, 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.

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 are
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.

             (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
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

                                       8



Notes or Trust Securities are listed or any other applicable
self-regulatory organization or to Holders of the Notes.

             (c) The quarterly [semi-annual] period 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 [10] quarterly [semi-annual] periods permitted in computing the maximum
Extended Interest Payment Period permitted under Section 4.1.

SECTION 4.3  Limitation of Transactions.
             --------------------------

             If (i) 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 (ii) there shall have occurred and be continuing any Event of
Default or Nonpayment, as defined in the Indenture, then (a) 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 (i) 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, (ii) 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 (iii) 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 (b) 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.

                                   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 and 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),

                                       9



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 [________] 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.

                                    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:

                                       10



                             (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, as Property Trustee of BAC
Capital Trust [_] (the "Trust"). This Note is exchangeable for Notes registered
in the name of a person other than The Bank of New York, as Property Trustee of
BAC Capital Trust [_] 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. __ __
No._____________


                           BANK OF AMERICA CORPORATION

               [__%] JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTES
                                   DUE [____]

          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 ______________, or
registered assigns, the principal sum of _____________ Dollars ($___________) on
[________, ____] (the "Maturity Date"), and to pay interest on said principal
sum from [________, ____] or from the most recent interest payment date (each
such date, an "Interest Payment Date") to which interest has been paid or duly
provided for, quarterly [semi-annually] (subject to deferral as set forth
herein) in arrears on January 15, April 15, July 15 and October 15 [January 15
and July 15] of each year commencing January 15, [____], at the rate of [__%]
per annum 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) on any
overdue installment of interest at the same rate per annum compounded quarterly
[semi-annually]. The amount of interest payable on any Interest Payment Date
shall be

                                       11



computed on the basis of a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. 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 next preceding such Interest Payment Date.
[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER
REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business on January
1, April 1, July 1 or October 1 [January 1 and July 1]]. 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.

          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 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.

                                       12



          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.

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

                                   BANK OF AMERICA CORPORATION

                                   By: ______________________
                                   Name:_____________________
[Seal]                             Title:____________________


Attest:

By:  ______________________
Name: _____________________
Title: ____________________

                                       13



                     (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 ___________________

                                           The Bank of New York,
                                           as Trustee


                                           By _________________________
                                                Authorized Signatory

                                       14



                            (FORM OF REVERSE OF NOTE)


          This Note is one of a duly authorized series of 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 October __, 2001, duly executed and delivered between the Company
and The Bank of New York, as Trustee (the "Trustee"), as supplemented by the
________ Supplemental Indenture dated as of [________, ____] (the "____
Supplemental Indenture"), between the Company and the Trustee (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 ________ 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, 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. 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 [________, ____] (an "Optional
Prepayment"), or at any time in certain circumstances upon the occurrence of a
Special Event, at a redemption price equal to 100% of the outstanding principal
amount of the Junior Subordinated Notes, 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 unrepaid portion hereof 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 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

                                       15



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 payment of interest by extending the
interest payment period of such Notes for a period not exceeding 20 [10]
consecutive quarterly [semi-annual] periods (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 rate specified for the
Notes 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 [10]
consecutive quarterly [semi-annual] periods 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 office or agency of the Trustee in the City and
State of New York 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 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.

                                       16



             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 $__ 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 CONFLICT OF LAW PROVISIONS THEREOF.

                                    ARTICLE 8
                             ORIGINAL ISSUE OF NOTES

SECTION 8.1  Original Issue of Notes.
             -----------------------

             Notes in the aggregate principal amount of [$_________________]
may, upon execution of this [________] 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.

                                       17



                                    ARTICLE 9
                                  MISCELLANEOUS

SECTION 9.1  Ratification of Indenture.
             -------------------------

             The Indenture, as supplemented by this [________] Supplemental
Indenture, is in all respects ratified and confirmed, and this [________]
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 [________] Supplemental Indenture.

SECTION 9.3  Governing Law.
             -------------

             This [________] 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  Separability.
             ------------

             In case any one or more of the provisions contained in this
[________] 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
[________] Supplemental Indenture or of the Notes, but this [________]
Supplemental Indenture and the Notes shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

SECTION 9.5  Counterparts.
             ------------

             This [________] 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]

                                       18



          IN WITNESS WHEREOF, the parties hereto have caused this [________]
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:_______________________________________
                              Name: Karen A. Gosnell
                              Title: Vice President

                           THE BANK OF NEW YORK
                           as Trustee

                           By _______________________________________
                           Name:_____________________________________
                           Title:____________________________________

                                       19

EX-4.14

                                                                    Exhibit 4.14







































                     CAPITAL SECURITIES GUARANTEE AGREEMENT

                            BAC Capital Trust [____]

                             Dated as of [____, ___]



                                TABLE OF CONTENTS
                                                                                             
                                           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



                                       i



                                                                                             

                                           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



                                       ii



                     CAPITAL SECURITIES GUARANTEE AGREEMENT

            This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"), dated
as of [_____, ____], is executed and delivered by BANK OF AMERICA CORPORATION, a
Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK, a New York
banking corporation, 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 ________, a Delaware
statutory business trust (the "Issuer").

            WHEREAS, pursuant to an Amended and Restated Declaration of Trust
(the "Declaration"), dated as of _______, 2001, 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 _________ Capital Securities representing undivided
preferred beneficial interests in the assets of the Issuer, having an aggregate
liquidation amount of $_____________, designated the___% Capital Securities (the
"Capital Securities");

            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.

            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;

                                        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;

            (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 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, a
             ------------------------------------
New York banking corporation, 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 ___% Capital
             ------------------
Securities (liquidation amount $___ per Capital Security) issued pursuant to the
Declaration representing undivided preferred beneficial interests in the assets
of the Issuer.

            "Common Securities" means the securities 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, 21 West, New York, New York 10286.

                                        2



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

            "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 Indenture dated as of October 1, 2001 among
             ---------
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 ____% Junior Subordinated Deferrable Interest Notes
due [___] 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 secretary, the treasurer, 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 March 31 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 Capital
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 of the
Capital Securities.

            (b)    The Capital Securities Guarantee Trustee shall not be deemed
to have knowledge of any Event of Default unless 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 of the
Capital Securities, 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

                                       6



Trustee. The right, 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 of the Capital Securities.

            (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 Capital 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 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 or any extension of the maturity date of the Notes permitted by the
Indenture);

             (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;

                                       12



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

             (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 Capital
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 of Capital Securities 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

                                       13



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.

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) 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 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 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 of Capital
Securities 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, telecopied 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 of the Capital Securities):

                      The Bank of New York
                      101 Barclay Street, 21 West
                      New York, New York 10286
                      Attention: Corporate Trust Trustee Administration
                      Telecopy: (212)815-5915

       (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
                      100 North Tryon Street
                      NC1-007-23-01
                      Charlotte, North Carolina 28255
                      Attention: Corporate Treasury
                      Telecopy: (704) 386-0270

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

SECTION 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.

                                       17



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

                                    BANK OF AMERICA CORPORATION, as
                                    Guarantor


                                    By: _______________________________________
                                        Name: Karen A. Gosnell
                                        Title: Senior Vice President


                                    THE BANK OF NEW YORK, as Capital
                                    Securities Guarantee Trustee


                                    By: _______________________________________
                                        Name:
                                        Title:

                                       18

EX-5.1

                                                                     Exhibit 5.1

               [Letterhead of Smith Helms Mulliss & Moore, L.L.P.]

                                 October 4, 2001

Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

     Re:  Registration Statement on Form S-3 with respect to an Aggregate of
          $2,000,000,000 of Junior Subordinated Notes and Guarantees

Ladies and Gentlemen:

     We have acted as counsel for Bank of America Corporation (the
"Corporation") in connection with the registration by the Corporation of up to
an aggregate of $2,000,000,000 of its junior subordinated notes (the "Notes")
and guarantees of preferred securities of certain trusts (the "Guarantees", and,
together with the Notes, the "Securities") as set forth in the Registration
Statement on Form S-3 (the "Registration Statement") that is being filed on the
date hereof with the Securities and Exchange Commission (the "Commission") by
the Corporation pursuant to the Securities Act of 1933, as amended. This opinion
letter is Exhibit 5.1 to the Registration Statement.

     The Securities are to be issued, separately or together, in one or more
series and are to be sold from time to time as set forth in the Registration
Statement, the Prospectus contained therein (the "Prospectus") and any
amendments or supplements thereto.

     We have relied upon an officer's certificate as to corporate action
heretofore taken with respect to the Securities.

     Based on the foregoing, we are of the opinion that when (1) the
Registration Statement shall have been declared effective by order of the
Commission, (2) the terms of any class or series of such Securities have been
authorized by appropriate corporate action of the Corporation and (3) such
Securities have been issued, sold and delivered upon the terms and conditions
set forth in the Registration Statement, the Prospectus and the applicable
supplement(s) to such Prospectus (including, in the case of the Notes, due
authentication thereof by the Trustee or by the authenticating agent, in
accordance with the provisions of the Indenture under which the Notes are to be
issued), then the Securities will be validly authorized and issued and binding
obligations of the Corporation.

     We are licensed to practice law in the State of North Carolina. The
opinions expressed herein are limited to the Federal laws of the United States
of America, the laws of the State of North Carolina and the General Corporation
Law of the State of Delaware, and we express no opinion concerning the laws of
any other jurisdiction.



Bank of America Corporation
Page 2

     This opinion is rendered to you and for your benefit solely in connection
with the registration of the Securities. This opinion may not be relied upon by
you for any other purpose and may not be relied upon by, nor may copies thereof
be provided to, any other person, firm, corporation or entity for any purposes
whatsoever without our prior written consent. We hereby consent to be named in
the Registration Statement and in the Prospectus as attorneys who passed upon
the legality of the Securities and to the filing of a copy of this opinion as
Exhibit 5.1 to the Registration Statement.

                                         Very truly yours,



                                         SMITH HELMS MULLISS & MOORE, L.L.P.
                                         /s/ SMITH HELMS MULLISS & MOORE, L.L.P.

EX-5.2

                                                                     Exhibit 5.2

                  Letterhead of Richards, Layton & Finger, P.A.
                  ---------------------------------------------

                                 October 4, 2001



BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
c/o Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina 28255

                  Re:      BAC Capital Trust I, BAC Capital Trust II,
                           ------------------------------------------
                           BAC Capital Trust III and BAC Capital Trust IV
                           ----------------------------------------------

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Bank of America
Corporation, a Delaware corporation (the "Company"), BAC Capital Trust I, a
Delaware business trust ("Trust I"), BAC Capital Trust II, a Delaware business
trust ("Trust II"), BAC Capital Trust III, a Delaware business trust ("Trust
III") and BAC Capital Trust IV, a Delaware business trust ("Trust VI") (Trust I,
Trust II, Trust III and Trust IV are hereinafter collectively referred to as the
"Trusts" and sometimes hereinafter individually referred to as a "Trust"), in
connection with the matters set forth herein. At your request, this opinion is
being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a)      The Certificate of Trust of Trust I, as filed with
                           the office of the Secretary of State of the State of
                           Delaware (the "Secretary of State") on September 27,
                           2001;

                  (b)      The Certificate of Trust of Trust II, as filed with
                           the Secretary of State on September 27, 2001;



BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
October 4, 2001
Page 2

                  (c)      The Certificate of Trust of Trust III, as filed with
                           the Secretary of State on September 27, 2001;

                  (d)      The Certificate of Trust of Trust IV, as filed with
                           the Secretary of State on September 27, 2001;

                  (e)      The Declaration of Trust of Trust I, dated as of
                           September 27, 2001, among the Company and the
                           trustees named therein;

                  (f)      The Declaration of Trust of Trust II, dated as of
                           September 27, 2001, among the Company and the
                           trustees named therein;

                  (g)      The Declaration of Trust of Trust III, dated as of
                           September 27, 2001, among the Company and the
                           trustees named therein;

                  (h)      The Declaration of Trust of Trust IV, dated as of
                           September 27, 2001, among the Company and the
                           trustees named therein;

                  (i)      The Registration Statement (the "Registration
                           Statement") on Form S-3, including a preliminary
                           prospectus (the "Prospectus"), relating to the
                           Capital Securities of the Trusts representing
                           preferred undivided beneficial interests in the
                           assets of the Trusts (each, a "Capital Security" and
                           collectively, the "Capital Securities"), filed by the
                           Company and the Trusts with the Securities and
                           Exchange Commission on or about October 4, 2001;

                  (j)      A form of Amended and Restated Declaration of Trust
                           for each of the Trusts, to be entered into between
                           the Company, the trustees of the Trust named therein,
                           and the holders, from time to time, of the undivided
                           beneficial interests in the assets of such Trust
                           (collectively, the "Declarations of Trust" and
                           individually, a "Declaration of Trust"), attached as
                           an exhibit to the Registration Statement; and

                  (k)      A Certificate of Good Standing for each of the
                           Trusts, dated October 4, 2001, obtained from the
                           Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declarations of Trust.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (k) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (k) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists



BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
October 4, 2001
Page 3

no provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that each of
the Declarations of Trust will constitute the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the creation, operation and termination of the applicable Trust, and that the
Declarations of Trust and the Certificates of Trust will be in full force and
effect and will not be amended, (ii) except to the extent provided in paragraph
1 below, the due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Capital Security is to be issued by the Trusts (collectively, the "Capital
Security Holders") of a Capital Security Certificate for such Capital Security
and the payment for such Capital Security, in accordance with the Declarations
of Trust and the Registration Statement, and (vii) that the Capital Securities
are authenticated, issued and sold to the Capital Security Holders in accordance
with the Declarations of Trust and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Business Trust Act.



BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
October 4, 2001
Page 4

                  2. The Capital Securities of each Trust will represent valid
and, subject to the qualifications set forth in paragraph 3 below, legally
issued, fully paid and nonassessable undivided beneficial interests in the
assets of the applicable Trust.

                  3. The Capital Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Capital
Security Holders may be obligated to make payments as set forth in the
Declarations of Trust.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                              Very truly yours,
                                            /s/ Richards, Layton & Finger, P.A.

EAM/gmh

EX-8.1

                                                                     Exhibit 8.1

                   Letterhead of Stroock & Stroock & Lavan LLP
                   -------------------------------------------

October 4, 2001


Bank of America Corporation
BAC Capital Trust I
BAC Capital Trust II
BAC Capital Trust III
BAC Capital Trust IV
Bank of America Corporate Center
Charlotte, North Carolina 28255

Ladies and Gentlemen:

We have acted as tax counsel to each of Bank of America Corporation (the
"Corporation"), a Delaware Corporation, BAC Capital Trust I, a Delaware Business
Trust, BAC Capital Trust II, a Delaware Business Trust, BAC Capital Trust III, a
Delaware Business Trust, and BAC Capital Trust IV, a Delaware Business Trust
(each a "Trust" and collectively the "Trusts"), in connection with the filing of
a shelf registration statement on Form S-3 by the Corporation and the Trusts
(the "Registration Statement") registering up to an aggregate of $2,000,000,000
of capital securities (the "Capital Securities") which may be issued by any of
the Trusts. The Corporation will issue junior subordinated notes ("Junior
Subordinated Notes," and, together with the Capital Securities, the
"Securities"), which will be purchased by the Trusts, in an aggregate principal
amount equal to the aggregate liquidation amount of the capital securities
issued by the Trusts.

In furnishing this opinion, we have examined copies of the Registration
Statement, the Articles of Incorporation, organizational documents and By-Laws
of the Corporation and for each of the Trusts, the Amended and Restated
Declaration of Trust, as amended to date, and the minutes of the meeting of the
Board of Directors of the Corporation authorizing the issuance of the junior
subordinated notes and the filing of the Registration Statement in connection
with the issuance by the Trusts of the capital securities. We also have examined
such other documents, papers, statutes and authorities as we deemed necessary to
form a basis for the opinion hereinafter expressed. In our examinations of such
material, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as original documents and the conformity to
original documents of all documents supplied to us as copies. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Corporation and others.

Based upon and subject to the foregoing, it is our opinion that:

     1.   The Junior Subordinated Notes issued by the Corporation will be
          classified as indebtedness of the Corporation for United States
          Federal income tax purposes;



          2.   Each Trust will be classified as a grantor trust, and not as an
               association taxable as a corporation, for United States Federal
               income tax purposes; and

          3.   The information in the Prospectus under the heading "United
               States Federal Income Taxation", to the extent that it
               constitutes matters of law, summaries of legal matters or legal
               conclusions, has been reviewed by us and is accurate in all
               material respects.

To the extent that the obligations of the Corporation as obligor under an
indenture may be dependent upon such matters, we have assumed for purposes of
this opinion (i) that the applicable trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization and is
duly qualified to engage in the activities contemplated by the indenture, (ii)
that such indenture has been duly authorized, executed and delivered by and
constitutes the legal, valid and binding obligation of such trustee, enforceable
in accordance with its terms, (iii) that such trustee is in compliance,
generally and with respect to acting as a trustee under the indenture, with all
applicable laws and regulations, and (iv) that such trustee has the requisite
organizational and legal power and authority to perform its obligations under
the indenture.

We hereby consent to be named in the Registration Statement to be filed by the
Corporation with the Securities and Exchange Commission as attorneys who have
passed upon the tax aspects of the Securities to be registered by the
Registration Statement. We further consent to your filing a copy of this opinion
as Exhibit 8.1 to the Registration Statement. In giving such permission, we do
not admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,



STROOCK & STROOCK & LAVAN LLP
/s/ STROOCK & STROOCK & LAVAN LLP

EX-23.1

                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 12, 2001 relating to the
financial statements, which appears in Bank of America Corporation's Annual
Report on Form 10-K for the year ended December 31, 2000. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
October 2, 2001

EX-24.1

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that Bank of America Corporation, a
Delaware corporation the "Corporation", and each undersigned Director and
Officer of the Corporation whose signature appears below hereby makes,
constitutes and appoints Paul J. Polking and Charles M. Berger, and each or any
of them, the undersigned's true and lawful attorneys-in-fact and agents, with
full power of substitution, for the undersigned and in the undersigned's name,
place and stead and in any and all capacities, to sign and affix the
undersigned's name as such Director and Officer of the Corporation to a
Registration Statement or Registration Statements on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, and all Registration Statements for the same offering that are to be
effective upon filing pursuant to Rule 462b under the Securities Act of 1933, as
amended, to be filed by the Corporation with the Securities and Exchange
Commission, Washington, D.C. in connection with the registration under the
Securities Exchange Act of 1934, as amended, of debt and equity securities,
including preferred and other securities herein, "Trust Securities" issued by
one or more trusts herein, "Trusts" formed and controlled by the Corporation,
guarantees, limited guarantees and similar purchase and other obligations of the
Corporation of or relating to Trust Securities, and common stock and associated
stock purchase rights of the Corporation, and other securities related thereto,
in an aggregate amount not to exceed $2,000,000,000, proposed to be sold by the
Corporation and one or more Trusts from time to time, and file the same, with
all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their,
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                            {signatures on next page}



     IN WITNESS WHEREOF, Bank of America Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below.

                                           BANK OF AMERICA CORPORATION

                                              By: /s/ Kenneth D. Lewis
                                                  --------------------
                                               Kenneth D. Lewis
                                               Chairman of the Board,
Dated:   September 26, 2001                    Chief Executive Officer and
                                               President



                 Signature                         Title                  Date
                 ---------                         -----                  ----
                                                                    
/s/ Kenneth D. Lewis                Chairman of the Board,                September 26, 2001
------------------------------      Chief Executive Officer,
Kenneth D. Lewis                    Director, and President
                                    Principal Executive Officer

/s/ James H. Hance, Jr.             Vice Chairman, Chief                  September 26, 2001
------------------------------      Financial Officer and
James H. Hance, Jr.                 Director Principal Financial
                                    Officer

/s/ Marc D. Oken                    Executive Vice President              September 26, 2001
------------------------------      and Principal Financial
Marc D. Oken                        Executive Principal
                                    Accounting Officer


/s/ John R. Belk                    Director                              September 26, 2001
------------------------------
John R. Belk



/s/ Charles W. Coker                Director                              September 26, 2001
------------------------------
Charles W. Coker


/s/ Frank Dowd, IV                  Director                              September 26, 2001
------------------------------
Frank Dowd, IV






         Signature                        Title          Date
         ---------                        -----          ----

----------------------------        Director             September 26, 2001
Kathleen Feldstein


      /s/ Paul Fulton
----------------------------        Director             September 26, 2001
Paul Fulton


----------------------------        Director             September 26, 2001
Donald E. Guinn


      /s/ C. Ray Holman
----------------------------        Director             September 26, 2001
C. Ray Holman


    /s/ C. Steven McMillan
----------------------------        Director             September 26, 2001
C. Steven McMillan


   /s/ Walter E. Massey
----------------------------        Director             September 26, 2001
Walter E. Massey


  /s/ Patricia E. Mitchell
----------------------------        Director             September 26, 2001
Patricia E. Mitchell


  /s/ O. Temple Sloan, Jr.
----------------------------        Director             September 26, 2001
O. Temple Sloan, Jr.


  /s/ Meredith R. Spangler
----------------------------        Director             September 26, 2001
Meredith R. Spangler


----------------------------        Director             September 26, 2001
Ronald Townsend



           Signature                         Title           Date
           ---------                         -----           ----

  /s/ Peter V. Ueberroth                Director             September 26, 2001
----------------------------
Peter V. Ueberroth


     /s/ Jackie M. Ward                 Director             September 26, 2001
----------------------------
Jackie M. Ward


   /s/ Virgil R. Williams               Director             September 26, 2001
----------------------------
Virgil R. Williams

EX-24.2

                                                                   Exhibit 24.2

                                 RESOLUTIONS OF
                            THE BOARD OF DIRECTORS OF
                           BANK OF AMERICA CORPORATION

                               September 26, 2001

     RESOLVED FURTHER, that Paul J. Polking and Charles M. Berger hereby are
appointed attorneys-in-fact for, and each of them with full power to act without
the other hereby is authorized and empowered to sign the Registration Statement
and any amendment or amendments (including any pre-effective or post-effective
amendments) thereto on behalf of, the Corporation and any of the following: the
Principal Executive Officer, the Principal Financial Officer, the Principal
Accounting Officer and any other officer of the Corporation;

     RESOLVED FURTHER, that Paul J. Polking is hereby designated as Agent for
Service of the Corporation with all such powers as are provided by the Rules and
Regulations of the Securities and Exchange Commission.



                            CERTIFICATE OF SECRETARY

     I, Allison L. Gilliam, Assistant Secretary of Bank of America Corporation,
a corporation duly organized and existing under the laws of the State of
Delaware (the "Corporation"), do hereby certify that the foregoing is a true and
correct copy of the resolutions duly adopted by the Board of Directors of the
Corporation at a meeting of the Board of Directors held on September 26, 2001,
at which meeting a quorum was present and acting throughout and that said
resolutions are in full force and effect and have not been amended or rescinded
as of the date hereof.

     IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of the
Corporation as of this 4th day of October, 2001.

                                                /s/ ALLISON L. GILLIAM
                                               ---------------------------
                                               Assistant Secretary

(CORPORATE SEAL)

EX-25.1

                                                                   Exhibit 25.1

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]


                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)


                           BANK OF AMERICA CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                    56-0906609
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                   28255
(Address of principal executive offices)                    (Zip code)

                                ________________

                            Junior Subordinated Notes
                       (Title of the indenture securities)

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



1.        General information. Furnish the following information as to the
          Trustee:

     (a) Name and address of each examining or supervising authority to which it
         is subject.


--------------------------------------------------------------------------------
                     Name                                Address
--------------------------------------------------------------------------------

     Superintendent of Banks of the State of    2 Rector Street, New York,
     New York                                   N.Y. 10006, and Albany, N.Y.
                                                12203

     Federal Reserve Bank of New York           33 Liberty Plaza, New York,
                                                N.Y. 10045

     Federal Deposit Insurance Corporation      Washington, D.C. 20429

     New York Clearing House Association        New York, New York 10005

     (b) Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      -2-



                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of September, 2001.

                                          THE BANK OF NEW YORK

                                          By:     /s/ STACEY POINDEXTER
                                              -------------------------------
                                              Name:   STACEY POINDEXTER
                                              Title:  ASSISTANT TREASURER



                                                                       EXHIBIT 7
                                                                       ---------

--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                                Dollar Amounts
ASSETS                                                                            In Thousands
                                                                             
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .....................        $ 2,811,275
   Interest-bearing balances ..............................................          3,133,222
Securities:
   Held-to-maturity securities ............................................            147,185
   Available-for-sale securities ..........................................          5,403,923
Federal funds sold and Securities purchased under agreements to resell ....          3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale .........................................             74,702
   Loans and leases, net of unearned income ...............................         37,471,621
   LESS: Allowance for loan and lease losses ..............................            599,061
   Loans and leases, net of unearned income and allowance .................         36,872,560
Trading Assets ............................................................         11,757,036
Premises and fixed assets (including capitalized leases) ..................            768,795
Other real estate owned ...................................................              1,078
Investments in unconsolidated subsidiaries and associated companies .......            193,126
Customers' liability to this bank on acceptances outstanding ..............            592,118
Intangible assets .........................................................
   Goodwill ...............................................................          1,300,295
   Other intangible assets ................................................            122,143
Other assets ..............................................................          3,676,375
                                                                                   ===========




                                                                           
Total assets ..............................................................   $70,232,359
                                                                              ===========

LIABILITIES
Deposits:
   In domestic offices ....................................................   $25,962,242
   Noninterest-bearing ....................................................    10,586,346
   Interest-bearing .......................................................    15,395,896
   In foreign offices, Edge and Agreement subsidiaries, and IBFs ..........    24,862,377
   Noninterest-bearing ....................................................       373,085
   Interest-bearing .......................................................    24,489,292
Federal funds purchased and securities sold under agreements to
   repurchase .............................................................     1,446,874
Trading liabilities .......................................................     2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations under capitalized
   leases) ................................................................     1,381,512
Bank's liability on acceptances executed and outstanding ..................       592,804
Subordinated notes and debentures .........................................     1,646,000
Other liabilities .........................................................     5,373,065
                                                                              -----------
Total liabilities .........................................................   $63,658,235
                                                                              ===========

EQUITY CAPITAL
Common stock ..............................................................     1,135,284
Surplus ...................................................................     1,008,773
Retained earnings .........................................................     4,426,033
Accumulated other comprehensive income ....................................         4,034
Other equity capital components ...........................................             0
                                                                              -----------
Total equity capital ......................................................     6,574,124
                                                                              -----------
Total liabilities and equity capital ......................................   $70,232,359
                                                                              ===========



     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                           Thomas J. Mastro,
                                       Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi    ]
Gerald L. Hassell  ]  Directors
Alan R. Griffith   ]

EX-25.2

                                                                    Exhibit 25.2

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]



                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                               BAC CAPITAL TRUST I
               (Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                    28255
(Address of principal executive offices)                     (Zip code)

                                  _____________

                               Capital Securities
                       (Title of the indenture securities)

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



1.             General information.  Furnish the following information as to the
               Trustee:

        (a) Name and address of each examining or supervising authority to which
            it is subject.


--------------------------------------------------------------------------------
                      Name                                Address
--------------------------------------------------------------------------------

        Superintendent of Banks of the State      2 Rector Street, New York,
        of New York                               N.Y. 10006, and Albany, N.Y.
                                                  12203

        Federal Reserve Bank of New York          33 Liberty Plaza, New York,
                                                  N.Y. 10045

        Federal Deposit Insurance Corporation     Washington, D.C. 20429

        New York Clearing House Association       New York, New York 10005

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.  A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

        6.  The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

        7.  A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                      -2-



                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of September, 2001.

                                          THE BANK OF NEW YORK


                                          By:    /s/ STACEY POINDEXTER
                                              --------------------------
                                              Name:  STACEY POINDEXTER
                                              Title: ASSISTANT TREASURER





                                                                       EXHIBIT 7
                                                                       ---------

--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                Dollar Amounts
                                                                 In Thousands
ASSETS
Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin ..........   $ 2,811,275
  Interest-bearing balances ...................................     3,133,222
Securities:
  Held-to-maturity securities .................................       147,185
  Available-for-sale securities ...............................     5,403,923
Federal funds sold and Securities purchased
   under agreements to resell .................................     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale .............................        74,702
   Loans and leases, net of unearned income....................    37,471,621
   LESS: Allowance for loan and lease losses...................       599,061

   Loans and leases, net of unearned income and allowance .....    36,872,560
Trading Assets ................................................    11,757,036
Premises and fixed assets (including capitalized
   leases) ....................................................       768,795
Other real estate owned .......................................         1,078
Investments in unconsolidated subsidiaries and
   associated companies .......................................       193,126
Customers' liability to this bank on acceptances
   outstanding ................................................       592,118
Intangible assets
  Goodwill ....................................................     1,300,295
  Other intangible assets .....................................       122,143
Other assets ..................................................     3,676,375
                                                                    =========



Total assets ............................................ $70,232,359
                                                          ===========

LIABILITIES
Deposits:
   In domestic offices .................................. $25,962,242
   Noninterest-bearing ..................................  10,586,346
   Interest-bearing .....................................  15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs .............................  24,862,377
   Noninterest-bearing ..................................     373,085
   Interest-bearing .....................................  24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase .............................   1,446,874
Trading liabilities .....................................   2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ............................   1,381,512
Bank's liability on acceptances executed and
   outstanding ..........................................     592,804
Subordinated notes and debentures .......................   1,646,000
Other liabilities .......................................   5,373,065
                                                          -----------
Total liabilities ....................................... $63,658,235
                                                          ===========

EQUITY CAPITAL
Common stock ............................................   1,135,284
Surplus .................................................   1,008,773
Retained earnings .......................................   4,426,033
Accumulated other comprehensive income ..................       4,034
Other equity capital components .........................           0
Total equity capital ....................................   6,574,124
                                                          -----------
Total liabilities and equity capital .................... $70,232,359

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                          Thomas J. Mastro,
                                     Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi        ]
Gerald L. Hassell      ]
Alan R. Griffith       ]                       Directors

EX-25.3

                                                                    Exhibit 25.3

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]


                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)


                              BAC CAPITAL TRUST II
               (Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                   28255
(Address of principal executive offices)                    (Zip code)


                                   __________

                               Capital Securities
                       (Title of the indenture securities)

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



1.             General information. Furnish the following information as to the
               Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.



--------------------------------------------------------------------------------
             Name                                        Address
--------------------------------------------------------------------------------
                                                
     Superintendent of Banks of the State of       2 Rector Street, New York,
     New York                                      N.Y. 10006, and Albany,
                                                   N.Y. 12203

     Federal Reserve Bank of New York              33 Liberty Plaza, New York,
                                                   N.Y. 10045

     Federal Deposit Insurance Corporation         Washington, D.C. 20429

     New York Clearing House Association           New York, New York 10005


     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      -2-



                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of September, 2001.

                                                  THE BANK OF NEW YORK

                                                  By: /s/  STACEY POINDEXTER
                                                     ---------------------------
                                                     Name:  STACEY POINDEXTER
                                                     Title: ASSISTANT TREASURER





                                                                   EXHIBIT 7
                                                                   ---------

-------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                 Dollar Amounts
ASSETS                                                             In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ........      $ 2,811,275
   Interest-bearing balances .................................        3,133,222
Securities:
   Held-to-maturity securities ...............................          147,185
   Available-for-sale securities .............................        5,403,923
Federal funds sold and Securities purchased under
   agreements to resell ......................................        3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ............................           74,702
   Loans and leases, net of unearned
     income ..................................................       37,471,621
   LESS: Allowance for loan and
     lease losses ............................................          599,061
   Loans and leases, net of unearned
     income and allowance ....................................       36,872,560
Trading Assets ...............................................       11,757,036
Premises and fixed assets (including capitalized
   leases) ...................................................          768,795
Other real estate owned ......................................            1,078
Investments in unconsolidated subsidiaries and
   associated companies ......................................          193,126
Customers' liability to this bank on acceptances
   outstanding ...............................................          592,118
Intangible assets
   Goodwill ..................................................        1,300,295
   Other intangible assets ...................................          122,143
Other assets .................................................        3,676,375
                                                                    ===========




Total assets .................................................    $70,232,359
                                                                  ===========

LIABILITIES
Deposits:
   In domestic offices .......................................    $25,962,242
   Noninterest-bearing .......................................     10,586,346
   Interest-bearing ..........................................     15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ..................................     24,862,377
   Noninterest-bearing .......................................        373,085
   Interest-bearing ..........................................     24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ..................................      1,446,874
Trading liabilities ..........................................      2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .................................      1,381,512
Bank's liability on acceptances executed and
   outstanding ...............................................        592,804
Subordinated notes and debentures ............................      1,646,000
Other liabilities ............................................      5,373,065
                                                                  -----------
Total liabilities ............................................    $63,658,235
                                                                  ===========

EQUITY CAPITAL
Common stock .................................................      1,135,284
Surplus ......................................................      1,008,773
Retained earnings ............................................      4,426,033
Accumulated other comprehensive income .......................          4,034
Other equity capital components ..............................              0
                                                                  -----------
Total equity capital .........................................      6,574,124
                                                                  -----------
Total liabilities and equity capital .........................    $70,232,359
                                                                  ===========

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                      Thomas J. Mastro,
                                 Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi       ]
Gerald L. Hassell     ]
Alan R. Griffith      ]                            Directors

EX-25.4

                                                                    Exhibit 25.4

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]



                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                              BAC CAPITAL TRUST III
               (Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                    28255
(Address of principal executive offices)                     (Zip code)

                                  _____________

                               Capital Securities
                       (Title of the indenture securities)

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






1.               General information. Furnish the following information as to
                 the Trustee:

        (a) Name and address of each examining or supervising authority to which
            it is subject.


--------------------------------------------------------------------------------
                     Name                                   Address
--------------------------------------------------------------------------------

        Superintendent of Banks of the State       2 Rector Street, New York,
        of New York                                N.Y. 10006, and Albany, N.Y.
                                                   12203

        Federal Reserve Bank of New York           33 Liberty Plaza, New York,
                                                   N.Y. 10045

        Federal Deposit Insurance Corporation      Washington, D.C. 20429

        New York Clearing House Association        New York, New York 10005

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.  A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

        6.  The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

        7.  A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                      -2-



                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of September, 2001.

                                        THE BANK OF NEW YORK


                                        By:    /s/ STACEY POINDEXTER
                                            ------------------------
                                            Name:  STACEY POINDEXTER
                                            Title: ASSISTANT TREASURER







                                                                       EXHIBIT 7
                                                                       ---------


--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                 Dollar Amounts
                                                                   In Thousands
ASSETS
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency
     and coin ...................................................   $ 2,811,275
   Interest-bearing balances ....................................     3,133,222
Securities:
   Held-to-maturity securities ..................................       147,185
   Available-for-sale securities ................................     5,403,923
Federal funds sold and Securities
   purchased under agreements to resell .........................     3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ...............................        74,702
   Loans and leases, net of unearned
     income......................................................    37,471,621
   LESS: Allowance for loan and
     lease losses................................................       599,061
   Loans and leases, net of unearned
     income and allowance .......................................    36,872,560
Trading Assets ..................................................    11,757,036
Premises and fixed assets (including
   capitalized leases) ..........................................       768,795
Other real estate owned .........................................         1,078
Investments in unconsolidated subsidiaries
   and associated companies .....................................       193,126
Customers' liability to this bank on acceptances
   outstanding ..................................................       592,118
Intangible assets
   Goodwill .....................................................     1,300,295
   Other intangible assets ......................................       122,143
Other assets ....................................................     3,676,375
                                                                    ============



Total assets .....................................   $70,232,359
                                                     ===========
LIABILITIES
Deposits:
   In domestic offices ...........................   $25,962,242
   Noninterest-bearing ...........................    10,586,346
   Interest-bearing ..............................    15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ......................    24,862,377
   Noninterest-bearing ...........................       373,085
   Interest-bearing ..............................    24,489,292
Federal funds purchased and securities sold
   under agreements to repurchase ................     1,446,874
Trading liabilities ..............................     2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .....................     1,381,512
Bank's liability on acceptances executed and
   outstanding ...................................       592,804
Subordinated notes and debentures ................     1,646,000
Other liabilities ................................     5,373,065
                                                     -----------
Total liabilities ................................   $63,658,235
                                                     ===========

EQUITY CAPITAL
Common stock .....................................     1,135,284
Surplus ..........................................     1,008,773
Retained earnings ................................     4,426,033
Accumulated other comprehensive income ...........         4,034
Other equity capital components ..................             0
                                                     -----------
Total equity capital .............................     6,574,124
Total liabilities and equity capital .............   $70,232,359
                                                     ===========


     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                       Thomas J. Mastro,
                                   Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi                ]
Gerald L. Hassell              ]            Directors
Alan R. Griffith               ]

EX-25.5

                                                                    Exhibit 25.5

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]



                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                              BAC CAPITAL TRUST IV
               (Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                    28255
(Address of principal executive offices)                     (Zip code)

                                  _____________

                               Capital Securities
                       (Title of the indenture securities)

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






1.               General information.  Furnish the following information as to
                 the Trustee:

        (a) Name and address of each examining or supervising authority to which
            it is subject.

--------------------------------------------------------------------------------
                  Name                                        Address
--------------------------------------------------------------------------------

        Superintendent of Banks of the State        2 Rector Street, New York,
        of New York                                 N.Y. 10006, and Albany, N.Y.
                                                    12203

        Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                                    N.Y. 10045

        Federal Deposit Insurance Corporation       Washington, D.C. 20429

        New York Clearing House Association         New York, New York 10005

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.  A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

        6.  The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

        7.  A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                      -2-



                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of September, 2001.

                                            THE BANK OF NEW YORK


                                            By:    /s/ STACEY POINDEXTER
                                                ------------------------
                                                Name:  STACEY POINDEXTER
                                                Title: ASSISTANT TREASURER





                                                                 EXHIBIT 7
                                                                 ---------

--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                 Dollar Amounts
ASSETS                                                             In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .........     $ 2,811,275
   Interest-bearing balances ..................................       3,133,222
Securities:
   Held-to-maturity securities ................................         147,185
   Available-for-sale securities ..............................       5,403,923
Federal funds sold and Securities purchased under
   agreements to resell .......................................       3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale .............................          74,702
   Loans and leases, net of unearned income ...................      37,471,621
   LESS: Allowance for loan and lease losses ..................         599,061
   Loans and leases, net of unearned
     income and allowance .....................................      36,872,560
Trading Assets ................................................      11,757,036
Premises and fixed assets (including capitalized leases) ......         768,795
Other real estate owned .......................................           1,078
Investments in unconsolidated subsidiaries and
   associated companies .......................................         193,126
Customers' liability to this bank on acceptances
   outstanding ................................................         592,118
Intangible assets
   Goodwill ...................................................       1,300,295
   Other intangible assets ....................................         122,143
Other assets ..................................................       3,676,375
                                                                    ===========



Total assets .................................................    $70,232,359
                                                                  ===========

LIABILITIES
Deposits:
   In domestic offices .......................................    $25,962,242
   Noninterest-bearing .......................................     10,586,346
   Interest-bearing ..........................................     15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ..................................     24,862,377
   Noninterest-bearing .......................................        373,085
   Interest-bearing ..........................................     24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ..................................      1,446,874
Trading liabilities ..........................................      2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .................................      1,381,512
Bank's liability on acceptances executed and outstanding .....        592,804
Subordinated notes and debentures ............................      1,646,000
Other liabilities ............................................      5,373,065
                                                                  -----------
Total liabilities ............................................    $63,658,235
                                                                  ===========
EQUITY CAPITAL
Common stock .................................................      1,135,284
Surplus ......................................................      1,008,773
Retained earnings ............................................      4,426,033
Accumulated other comprehensive income .......................          4,034
Other equity capital components ..............................              0
Total equity capital .........................................      6,574,124
                                                                  -----------
Total liabilities and equity capital .........................    $70,232,359
                                                                  ===========

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                        Thomas J. Mastro,
                                   Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi      )
Gerald L. Hassell    )
Alan R. Griffith     )                       Directors

EX-25.6

                                                                    Exhibit 25.6

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]



                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                           BANK OF AMERICA CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                     56-0906609
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                    28255
(Address of principal executive offices)                     (Zip code)

                                  _____________

                       Guarantee of Capital Securities of
                               BAC Capital Trust I
                      (Title of the indenture securities)

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






1.                General information.  Furnish the following information as to
                  the Trustee:

        (a) Name and address of each examining or supervising authority to which
            it is subject.


--------------------------------------------------------------------------------
                       Name                                   Address
--------------------------------------------------------------------------------

        Superintendent of Banks of the State        2 Rector Street, New York,
        of New York                                 N.Y. 10006, and Albany, N.Y.
                                                    12203

        Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                                    N.Y. 10045

        Federal Deposit Insurance Corporation       Washington, D.C. 20429

        New York Clearing House Association         New York, New York 10005

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.  A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

        6.  The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

        7.  A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                      -2-



                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of September, 2001.

                                            THE BANK OF NEW YORK


                                            By:    /s/ STACEY POINDEXTER
                                                ------------------------
                                                Name:  STACEY POINDEXTER
                                                Title: ASSISTANT TREASURER





                                                                       EXHIBIT 7
                                                                       ---------

--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                 Dollar Amounts
ASSETS                                                             In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin ...........  $ 2,811,275
   Interest-bearing balances ....................................    3,133,222
Securities:
   Held-to-maturity securities ..................................      147,185
   Available-for-sale securities ................................    5,403,923
Federal funds sold and Securities purchased under agreements to
   resell .......................................................    3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ...............................       74,702
   Loans and leases, net of unearned income .....................   37,471,621
   LESS: Allowance for loan and lease losses ....................      599,061
   Loans and leases, net of unearned income and allowance .......   36,872,560
Trading Assets ..................................................   11,757,036
Premises and fixed assets (including capitalized leases) ........      768,795
Other real estate owned .........................................        1,078
Investments in unconsolidated subsidiaries and associated
   companies ....................................................      193,126
Customers' liability to this bank on acceptances outstanding ....      592,118
Intangible assets
   Goodwill .....................................................    1,300,295
   Other intangible assets ......................................      122,143
Other assets ....................................................    3,676,375
                                                                   ===========



Total assets ...................................................... $70,232,359
                                                                    ===========

LIABILITIES
Deposits:
   In domestic offices ............................................ $25,962,242
   Noninterest-bearing ............................................  10,586,346
   Interest-bearing ...............................................  15,395,896
   In foreign offices, Edge and Agreement subsidiaries, and IBFs ..  24,862,377
   Noninterest-bearing ............................................     373,085
   Interest-bearing ...............................................  24,489,292
Federal funds purchased and securities sold under agreements to
   repurchase .....................................................   1,446,874
Trading liabilities ...............................................   2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations under
    capitalized leases) ...........................................   1,381,512
Bank's liability on acceptances executed and outstanding ..........     592,804
Subordinated notes and debentures .................................   1,646,000
Other liabilities .................................................   5,373,065
                                                                    -----------
Total liabilities ................................................. $63,658,235
                                                                    ===========

EQUITY CAPITAL
Common stock ......................................................   1,135,284
Surplus ...........................................................   1,008,773
Retained earnings .................................................   4,426,033
Accumulated other comprehensive income ............................       4,034
Other equity capital components ...................................           0
                                                                    -----------
Total equity capital ..............................................   6,574,124
                                                                    -----------
Total liabilities and equity capital .............................. $70,232,359
                                                                    ===========

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
                                                         Thomas J. Mastro,
                                     Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi         ]
Gerald L. Hassell       ]
Alan R. Griffith        ]            Directors

EX-25.7

                                                                    Exhibit 25.7

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]



                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                           BANK OF AMERICA CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                     56-0906609
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                    28255
(Address of principal executive offices)                     (Zip code)

                                  _____________

                       Guarantee of Capital Securities of
                              BAC Capital Trust II
                       (Title of the indenture securities)

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



1.                General information.  Furnish the following information as to
        the Trustee:

        (a) Name and address of each examining or supervising authority to which
            it is subject.


--------------------------------------------------------------------------------
                       Name                                 Address
--------------------------------------------------------------------------------

        Superintendent of Banks of the State        2 Rector Street, New York,
        of New York                                 N.Y. 10006, and Albany, N.Y.
                                                    12203

        Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                                    N.Y. 10045

        Federal Deposit Insurance Corporation       Washington, D.C. 20429

        New York Clearing House Association         New York, New York 10005

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.  A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

        6.  The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

        7.  A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                      -2-



                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of September, 2001.

                                          THE BANK OF NEW YORK


                                          By:    /s/ STACEY POINDEXTER
                                              ------------------------
                                              Name:  STACEY POINDEXTER
                                              Title: ASSISTANT TREASURER





                                                                       EXHIBIT 7
                                                                       ---------

--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                               Dollar Amounts
ASSETS                                                           In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency
     and coin ...............................................      $2,811,275
   Interest-bearing balances ................................       3,133,222
Securities:
   Held-to-maturity securities ..............................         147,185
   Available-for-sale securities ............................       5,403,923
Federal funds sold and Securities purchased
   under agreements to resell ...............................       3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ...........................          74,702
   Loans and leases, net of unearned
     income .................................................      37,471,621
   LESS: Allowance for loan and
     lease losses ...........................................         599,061
   Loans and leases, net of unearned
     income and allowance ...................................      36,872,560
Trading Assets ..............................................      11,757,036
Premises and fixed assets (including
   capitalized leases) ......................................         768,795
Other real estate owned .....................................           1,078
Investments in unconsolidated subsidiaries
   and associated companies .................................         193,126
Customers' liability to this bank on
   acceptances outstanding ..................................         592,118
Intangible assets
   Goodwill .................................................       1,300,295
   Other intangible assets ..................................         122,143
Other assets ................................................       3,676,375
                                                                   ==========




Total assets ............................................    $70,232,359
                                                             ===========
LIABILITIES
Deposits:
   In domestic offices ..................................    $25,962,242
   Noninterest-bearing ..................................     10,586,346
   Interest-bearing .....................................     15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs .............................     24,862,377
   Noninterest-bearing ..................................        373,085
   Interest-bearing .....................................     24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase .............................      1,446,874
Trading liabilities .....................................      2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ............................      1,381,512
Bank's liability on acceptances executed and
   outstanding ..........................................        592,804
Subordinated notes and debentures .......................      1,646,000
Other liabilities .......................................      5,373,065
                                                             -----------
Total liabilities .......................................    $63,658,235
                                                             ===========
EQUITY CAPITAL
Common stock ............................................      1,135,284
Surplus .................................................      1,008,773
Retained earnings .......................................      4,426,033
Accumulated other comprehensive income ..................          4,034
Other equity capital components .........................              0
                                                             -----------
Total equity capital ....................................      6,574,124
                                                             -----------
Total liabilities and equity capital ....................    $70,232,359
                                                             ===========

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                       Thomas J. Mastro,
                                   Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi            ]
Gerald L. Hassell          ]       Directors
Alan R. Griffith           ]

EX-25.8

                                                                    Exhibit 25.8

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]



                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                           BANK OF AMERICA CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                     56-0906609
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                    28255
(Address of principal executive offices)                     (Zip code)

                                  _____________

                       Guarantee of Capital Securities of
                              BAC Capital Trust III
                       (Title of the indenture securities)

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






1.               General information.  Furnish the following information as to
                 the Trustee:

        (a) Name and address of each examining or supervising authority to which
            it is subject.

--------------------------------------------------------------------------------
                       Name                                  Address
--------------------------------------------------------------------------------

        Superintendent of Banks of the State        2 Rector Street, New York,
        of New York                                 N.Y. 10006, and Albany, N.Y.
                                                    12203

        Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                                    N.Y. 10045

        Federal Deposit Insurance Corporation       Washington, D.C. 20429

        New York Clearing House Association         New York, New York 10005

        (b) Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     List of Exhibits.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.  A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

        4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

        6.  The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

        7.  A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                      -2-



                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of September, 2001.

                                             THE BANK OF NEW YORK


                                             By:    /s/ STACEY POINDEXTER
                                                 ------------------------
                                                 Name:  STACEY POINDEXTER
                                                 Title: ASSISTANT TREASURER






                                                                       EXHIBIT 7
                                                                       ---------

________________________________________________________________________________

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                  Dollar Amounts
                                                                    In Thousands
                                                               
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ............  $ 2,811,275
   Interest-bearing balances .....................................    3,133,222
Securities:
   Held-to-maturity securities ...................................      147,185
   Available-for-sale securities .................................    5,403,923
Federal funds sold and Securities purchased under agreements to
   resell ........................................................    3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ................................       74,702
   Loans and leases, net of unearned income.......................   37,471,621
   LESS: Allowance for loan and lease losses .....................      599,061
   Loans and leases, net of unearned income and allowance ........   36,872,560
Trading Assets ...................................................   11,757,036
Premises and fixed assets (including capitalized leases) .........      768,795
Other real estate owned ..........................................        1,078
Investments in unconsolidated subsidiaries and associated
   companies .....................................................      193,126
Customers' liability to this bank on acceptances outstanding .....      592,118
Intangible assets ................................................
   Goodwill ......................................................    1,300,295
   Other intangible assets .......................................      122,143
Other assets .....................................................    3,676,375
                                                                    ===========






                                                                  
Total assets .................................................       $70,232,359
                                                                     ===========
LIABILITIES
Deposits:
   In domestic offices .......................................       $25,962,242
   Noninterest-bearing .......................................        10,586,346
   Interest-bearing ..........................................        15,395,896
   In foreign offices, Edge and Agreement subsidiaries, and
     IBFs ....................................................        24,862,377
   Noninterest-bearing .......................................           373,085
   Interest-bearing ..........................................        24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ..................................         1,446,874
Trading liabilities ..........................................         2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .................................         1,381,512
Bank's liability on acceptances executed and
   outstanding ...............................................           592,804
Subordinated notes and debentures ............................         1,646,000
Other liabilities ............................................         5,373,065
                                                                     -----------
Total liabilities ............................................       $63,658,235
                                                                     ===========
EQUITY CAPITAL
Common stock .................................................         1,135,284
Surplus ......................................................         1,008,773
Retained earnings ............................................         4,426,033
Accumulated other comprehensive income .......................             4,034
Other equity capital components ..............................                 0
                                                                     -----------
Total equity capital .........................................         6,574,124
                                                                     -----------
Total liabilities and equity capital .........................       $70,232,359
                                                                     ===========


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.


                                                       Thomas J. Mastro,
                                   Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi        ]
Gerald L. Hassell      ]            Directors
Alan R. Griffith       ]

EX-25.9

                                                                    Exhibit 25.9


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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)


New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)



                           BANK OF AMERICA CORPORATION
               (Exact name of obligor as specified in its charter)


Delaware                                                  56-0906609
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina                                 28255
(Address of principal executive offices)                  (Zip code)

                                ________________

                       Guarantee of Capital Securities of
                              BAC Capital Trust IV
                       (Title of the indenture securities)

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



1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

     ---------------------------------------------------------------------------
                   Name                                  Address
     ---------------------------------------------------------------------------

     Superintendent of Banks of the State     2 Rector Street, New York,
     of New York                              N.Y. 10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York         33 Liberty Plaza, New York,
                                              N.Y. 10045

     Federal Deposit Insurance Corporation    Washington, D.C. 20429

     New York Clearing House Association      New York, New York 10005

     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission,
     are incorporated herein by reference as an exhibit hereto, pursuant to
     Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
     C.F.R. 229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains
          the authority to commence business and a grant of powers to
          exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
          Form T-1 filed with Registration Statement No. 33-6215, Exhibits
          1a and 1b to Form T-1 filed with Registration Statement No.
          33-21672 and Exhibit 1 to Form T-1 filed with Registration
          Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                       -2-



                                    SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of September, 2001.


                                      THE BANK OF NEW YORK



                                      By:       /s/ STACEY POINDEXTER
                                         ------------------------------------
                                         Name:   STACEY POINDEXTER
                                         Title:  ASSISTANT TREASURER



                                                                 EXHIBIT 7
                                                                 ---------

--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                              Dollar Amounts
ASSETS                                                          In Thousands
Cash and balances due from depository
   institutions:
   Noninterest-bearing balances and currency and coin .......    $ 2,811,275
   Interest-bearing balances ................................      3,133,222
Securities:
   Held-to-maturity securities ..............................        147,185
   Available-for-sale securities ............................      5,403,923
Federal funds sold and Securities purchased under
   agreements to resell .....................................      3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ...........................         74,702
   Loans and leases, net of unearned income .................     37,471,621
   LESS: Allowance for loan and
     lease losses ...........................................        599,061
   Loans and leases, net of unearned income and allowance ...     36,872,560
Trading Assets ..............................................     11,757,036
Premises and fixed assets (including capitalized leases) ....        768,795
Other real estate owned .....................................          1,078
Investments in unconsolidated subsidiaries and associated
   companies ................................................        193,126
Customers' liability to this bank on acceptances
   outstanding ..............................................        592,118
Intangible assets
   Goodwill .................................................      1,300,295
   Other intangible assets ..................................        122,143
Other assets ................................................      3,676,375
                                                                 ===========



Total assets ................................................  $70,232,359
                                                               ===========

LIABILITIES
Deposits:
   In domestic offices ......................................  $25,962,242
   Noninterest-bearing ......................................   10,586,346
   Interest-bearing .........................................   15,395,896
   In foreign offices, Edge and Agreement subsidiaries,
      and IBFs ..............................................   24,862,377
   Noninterest-bearing ......................................      373,085
   Interest-bearing .........................................   24,489,292
Federal funds purchased and securities sold under
      agreements to repurchase ..............................    1,446,874
Trading liabilities .........................................    2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations under
   capitalized leases) ......................................    1,381,512
Bank's liability on acceptances executed and outstanding ....      592,804
Subordinated notes and debentures ...........................    1,646,000
Other liabilities ...........................................    5,373,065
                                                               -----------
Total liabilities ...........................................  $63,658,235
                                                               ===========

EQUITY CAPITAL
Common stock ................................................    1,135,284
Surplus .....................................................    1,008,773
Retained earnings ...........................................    4,426,033
Accumulated other comprehensive income ......................        4,034
Other equity capital components .............................            0
                                                               -----------
Total equity capital ........................................    6,574,124
                                                               -----------
Total liabilities and equity capital ........................  $70,232,359
                                                               ===========

     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                    Thomas J. Mastro,
                                Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been



prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi          ]
Gerald L. Hassell        ]
Alan R. Griffith         ]               Directors