Bac Capital Trust V S-3 Shelf registration

EXHIBIT 4.2

CERTIFICATE OF TRUST

The undersigned, the trustees of BAC Capital Trust V, desiring to form a statutory trust pursuant to Delaware Statutory Trust Act, 12Del. C. § 3810, hereby certify as follows:

(a) The name of the statutory trust being formed hereby (the “Trust”) is “BAC Capital Trust V.”

(b) The name and business address of the trustee of the Trust which has its principal place of business in the State of Delaware is as follows:

The Bank of New York (Delaware)

502 White Clay Center, Route 273

Newark, Delaware 19711

(c) This Certificate of Trust shall be effective as of the date of filing.

Dated:  March 14, 2003

	/s/    JAMES T. HOUGHTON
Name:	James T. Houghton
Title:	Regular Trustee
	/s/    KAREN A. GOSNELL
Name:	Karen A. Gosnell
Title:	Regular Trustee
THE BANKOF NEW YORK
(Delaware), as Delaware Trustee
By:	/s/    PATRICK BURNS
Name:	Patrick Burns
Title:	Senior Vice President