BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENT CAD 500,000,000 5.15% Subordinated Notes, due May 2017Underwriting Agreement • June 1st, 2007 • Bank of America Corp /De/ • National commercial banks • New York
Bank of America Corporation, a Delaware corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you are acting as Representatives (the "Representatives"), the principal amount of one or more series of its subordinated debt securities (the "Securities"), as identified in Schedule I hereto. The Securities will be issued under an indenture dated as of January 1, 1995 between the Company and The Bank of New York Trust Company, N.A., as successor trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of August 28, 1998 and the Second Supplemental Indenture dated as of January 25, 2007 (as so supplemented, the "Indenture"). The Securities are described more fully in the Prospectus referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, each shall be deem
500,000 Capital Securities BAC CAPITAL TRUST XV (a Delaware Trust) Floating Rate Capital Securities (Liquidation Amount of $1,000 per Capital Security) UNDERWRITING AGREEMENT _______________Underwriting Agreement • June 1st, 2007 • Bank of America Corp /De/ • National commercial banks • New York
BAC Capital Trust XV (the "Trust"), a statutory trust organized under the Statutory Trust Act of the State of Delaware (the "Delaware Act"), 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 Floating Rate Capital Securities (liquidation amount of $1,000 per capital security) of the Trust (the "Capital Securities") set forth in Schedule A attached hereto. The Capital Securities will be guaranteed
CAPITAL SECURITIES GUARANTEE AGREEMENT BAC Capital Trust XV Floating Rate Capital Securities Dated as of May 31, 2007Capital Securities Guarantee Agreement • June 1st, 2007 • Bank of America Corp /De/ • National commercial banks • New York
This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"), dated as of May 31, 2007, is executed and delivered by BANK OF AMERICA CORPORATION, a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee (the "Capital Securities Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of BAC Capital Trust XV, a Delaware statutory trust (the "Issuer").
FIFTEENTH SUPPLEMENTAL INDENTURE between BANK OF AMERICA CORPORATION and THE BANK OF NEW YORK TRUST COMPANY, N.A. Dated as of May 31, 2007Supplemental Indenture • June 1st, 2007 • Bank of America Corp /De/ • National commercial banks • New York
ContractGlobal Security Note • June 1st, 2007 • Bank of America Corp /De/ • National commercial banks
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
