30,000,000 Capital Securities1 BAC CAPITAL TRUST XII (a Delaware Trust) 6⅞% Capital Securities (Liquidation Amount of $25 per Capital Security) UNDERWRITING AGREEMENT _______________Bank of America Corp /De/ • August 2nd, 2006 • National commercial banks • New York
BAC Capital Trust XII (the "Trust"), a statutory trust organized under the Statutory 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 6⅞% Capital Securities (liquidation amount of $25 per capital security) of the Trust (the "Initial Capital Securities") set forth in Sc
CAPITAL SECURITIES GUARANTEE AGREEMENT BAC Capital Trust XII 6⅞% Capital Securities Dated as of August 2, 2006Capital Securities Guarantee Agreement • August 2nd, 2006 • Bank of America Corp /De/ • National commercial banks • New York
This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"), dated as of August 2, 2006, 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 XII, a Delaware statutory trust (the "Issuer").
