BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENT (________ Notes, due ________)Underwriting Agreement • May 5th, 2006 • BAC Capital Trust XX • National commercial banks • New York
FORM OF REGISTERED SUBORDINATED NOTE]BAC Capital Trust XX • May 5th, 2006 • National commercial banks • New York
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.
] Capital Securities BAC CAPITAL TRUST [__] (a Delaware Trust) [__]% Capital Securities (Liquidation Amount of $[__] per Capital Security) UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2006 • BAC Capital Trust XX • National commercial banks • New York
CAPITAL SECURITIES GUARANTEE AGREEMENT BAC Capital Trust [ ] [ ]% Capital Securities Dated as of [ , ]Securities Guarantee Agreement • May 5th, 2006 • BAC Capital Trust XX • National commercial banks • New York
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 trust (the “Issuer”).
] SUPPLEMENTAL INDENTURE between BANK OF AMERICA CORPORATION and THE BANK OF NEW YORK Dated as of [ , ]BAC Capital Trust XX • May 5th, 2006 • National commercial banks • New York
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 a Restated Indenture dated as of November 1, 2001 between the Company and the Trustee (the “Indenture”).
BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2006 • BAC Capital Trust XX • National commercial banks • New York
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms.
