36,000,000 Capital Securities BAC CAPITAL TRUST II (a Delaware Trust) 7% Capital Securities (Liquidation Amount of $25 per Capital Security) UNDERWRITING AGREEMENT _______________Bank of America Corp /De/ • January 31st, 2002 • National commercial banks • New York
BAC Capital Trust II (the "Trust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. §3801 et seq.), and Bank of America Corporation, a Delaware corporation (the "Company" and, together with the Trust, the "Offerors"), confirm their agreement (the "Agreement") with Banc of America Securities LLC and each of the several Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term also shall include any underwriter substituted as hereinafter provided in Section 8 hereof), for whom Banc of America Securities LLC is acting as the Representative (in such capacity, the "Representative"), with respect to the sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of 7% Capital Securities (liquidation amount of $25 per capital security) of the Trust (the "Capital Securities") set forth in Sche
CAPITAL SECURITIES GUARANTEE AGREEMENT BAC Capital Trust II Dated as of January 31, 2002 <Page>Securities Guarantee Agreement • January 31st, 2002 • Bank of America Corp /De/ • National commercial banks • New York
