20,000,000 Capital Securities BAC CAPITAL TRUST I (a Delaware Trust) 7% Capital Securities (Liquidation Amount of $25 per Capital Security) UNDERWRITING AGREEMENT _______________Bank of America Corp /De/ • December 14th, 2001 • National commercial banks • New York
BAC Capital Trust I (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 "Initial Capital Securities") set forth
CAPITAL SECURITIES GUARANTEE AGREEMENT BAC Capital Trust I Dated as of December 14, 2001 <Page> <Page> i CROSS-REFERENCE TABLE* Section of Trust Indenture Act Section of of 1939, as amended Declaration _______________ * This Cross- Reference Table...Securities Guarantee Agreement • December 14th, 2001 • Bank of America Corp /De/ • National commercial banks • New York
This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"), dated as of December 14, 2001, 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 I, a Delaware statutory business trust (the "Issuer").
FIRST SUPPLEMENTAL INDENTURE between BANK OF AMERICA CORPORATION and THE BANK OF NEW YORK Dated as of December 14, 2001Bank of America Corp /De/ • December 14th, 2001 • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 14, 2001 (the "First 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").
