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Filed Pursuant to Rule 424(b)(5)

Registration Nos. 333-123714, 333-123714-01

£850,000,000

BAC Capital Trust VII

5 ¹/4% Capital Securities

guaranteed to the extent set forth herein by

BAC Capital Trust VII will sell 17,000 of its 5 ¹/4% capital securities (£50,000 liquidation amount), representing undivided preferred beneficial interests in its assets, and will sell to Bank of America common securities representing undivided common beneficial interests in its assets. The Trust will use the sales proceeds to buy 5 ¹/4% Bank of America Corporation Junior Subordinated Notes, due 2035.

We have applied to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the capital securities to be admitted to the official list of the UK Listing Authority (the “Official List”), and to the London Stock Exchange plc (the “London Stock Exchange”) for the capital securities to be admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market. The London Stock Exchange’s Gilt Edged and Fixed Interest Market is a regulated market, as defined in Article 1(13) of Directive 92/22/EEC.

Investing in the capital securities involves risks that we describe in the “ Risk Factors” section beginning on page S-9 of this global prospectus supplement.

Our junior subordinated notes are unsecured. Our junior subordinated notes and the capital securities are not savings accounts, deposits, or other obligations of a bank, are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment risks, including possible loss of principal.

None of the Securities and Exchange Commission, any state securities commission, or the London Stock Exchange has approved or disapproved of the junior subordinated notes or the capital securities or passed on the adequacy or accuracy of this global prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the capital securities to purchasers through the book-entry facilities of Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about August 10, 2005.

The underwriters expect to offer the capital securities for sale primarily outside of the United States. Banc of America Securities Limited, acting through Banc of America Securities LLC, as its U.S. selling agent, and the other underwriters, acting through their U.S. affiliates or other U.S. broker-dealers, also may offer the capital securities in the United States.

Joint Book-Runners

Global Prospectus Supplement to Prospectus dated May 5, 2005

August 4, 2005

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ABOUT THIS GLOBAL PROSPECTUS SUPPLEMENT

This global prospectus supplement describes the specific terms of the capital securities, junior subordinated notes, and guarantee and supplements the description of each of those securities included in the attached prospectus. You should rely only on the information included or incorporated by reference in this global prospectus supplement and the attached prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. If information in this global prospectus supplement is inconsistent with the attached prospectus, the information in this global prospectus supplement supersedes the information in the attached prospectus. The delivery of this global prospectus supplement, at any time, does not create any implication that there has been no change in our affairs since the date of this global prospectus supplement or that the information contained in this global prospectus supplement is correct as of any time subsequent to that date.

This global prospectus supplement and the attached prospectus do not constitute an offer to sell or the solicitation of an offer to buy the capital securities in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this global prospectus supplement and the attached prospectus and the offering of these capital securities in some jurisdictions may be restricted by law. If you have received this global prospectus supplement and the attached prospectus, you should find out about and observe these restrictions. See “Underwriting.”

We are responsible for the accuracy of the information contained or incorporated by reference in this global prospectus supplement and the attached prospectus. We confirm, after reasonable inquiry, that, to the best of our knowledge and belief, we have not omitted any fact that would make any statement contained or incorporated by reference in this global prospectus supplement and the attached prospectus misleading in any material respect.

References in this global prospectus supplement to “$” and “dollars” are to the currency of the United States of America; references to “£,” “pounds sterling,” and “sterling” are to the currency of the United Kingdom.

For your convenience, this global prospectus supplement contains translations of pound sterling amounts into U.S. dollars. These U.S. dollar amounts have been translated from pound sterling amounts at the rate of £1.00 = $1.7808, the noon buying rate in New York City for cable transfers in pounds sterling as announced by the Federal Reserve Bank of New York for customs purposes on August 3, 2005.

Capitalized terms used, but not defined, in this global prospectus supplement are defined in the attached prospectus.

Unless otherwise indicated or unless the context requires otherwise, all references in this global prospectus supplement to “Bank of America,” “we,” “us,” or “our,” or similar references, mean Bank of America Corporation, any reference to the “Trust” means BAC Capital Trust VII, references to the “capital securities” mean the Trust’s 5 ¹/4% capital securities, and references to the “junior subordinated notes” mean our 5 ¹/4% junior subordinated notes, due 2035.

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SUMMARY

The following information concerning the Trust, the capital securities, Bank of America, the guarantee of the capital securities, and the junior subordinated notes, summarizes, and should be read in conjunction with, the information contained in this global prospectus supplement and in the attached prospectus.

BAC Capital Trust VII

The Trust is a statutory trust formed and operating under Delaware law under:

The Trust was formed on March 14, 2003, and its registration number is 3636556.

The Trust exists exclusively to:

The capital securities offered by this global prospectus supplement and the attached prospectus will be all of the outstanding capital securities of the Trust.

Bank of America has agreed to pay all fees and expenses related to the Trust and the offering of the capital and common securities.

The Bank of New York, a New York banking corporation, will act as the property trustee of the Trust. Two individuals who are our officers and employees or are officers and employees of our affiliates will act as regular trustees of the Trust. The regular trustees of the Trust have primary responsibility for the management of the Trust. The principal executive office of the Trust is c/o Bank of America Corporation, Corporate Treasury, Bank of America Corporate Center, 100 North Tryon Street, NC1-007-07-06, Charlotte, North Carolina 28255, U.S.A., telephone number (704) 386-5972. The registered office of the Trust is c/o The Bank of New York (Delaware), 502 White Clay Center, Route 273, Newark, Delaware 19711, U.S.A., telephone number (302) 283-8079.

The Bank of New York (Delaware) is the Delaware trustee of the Trust with the address of: The Bank of New York (Delaware), 502 White Clay Center, Route 273, Newark, Delaware 19711, U.S.A., telephone number (302) 283-8079.

Bank of America

Bank of America Corporation is a Delaware corporation, a bank holding company, and a financial holding company. Bank of America Corporation was incorporated in 1998 as part of the merger of BankAmerica Corporation with NationsBank Corporation. We provide a diversified range of banking and nonbanking financial services and products in 29 states, the District of Columbia, and 43 foreign countries. We provide services and products through four business segments: (1) Global Consumer and Small Business Banking, (2) Global Business and Financial Services, (3) Global Capital Markets and Investment Banking, and (4) Global Wealth and Investment Management. Our headquarters is located at Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255, U.S.A., and our telephone number is (704) 386-5972.

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The Offering

The Trust is offering the capital securities at a public offering price of £49,970 per security. The Trust will use the proceeds from the sale of its securities to purchase the junior subordinated notes. The junior subordinated notes will be the Trust’s only assets. Bank of America will irrevocably and unconditionally guarantee the obligations of the Trust to the extent described in this global prospectus supplement and the attached prospectus. See “Relationship Among the Capital Securities, the Junior Subordinated Notes, and the Guarantee” on page S-35.

The Capital Securities

The liquidation amount for each capital security is £50,000. If you purchase capital securities, you will be entitled to receive cumulative cash distributions at an annual rate of £2,625 for each capital security. This amount represents 5 ¹/4% of the £50,000 liquidation amount for each capital security. If the Trust is terminated and its assets distributed, you will be entitled to receive the £50,000 liquidation amount for each capital security you own, or a like principal amount of junior subordinated notes, in each case plus accumulated but unpaid distributions, from the assets of the Trust available for distribution after payment of liabilities owed to its creditors. If the Trust does not have sufficient funds, you may not receive the full liquidation amount and accumulated but unpaid distributions. For a complete description of the capital securities, see “Description of Capital Securities” on page S-21.

Distributions on the capital securities will accumulate from August 10, 2005. The Trust will pay distributions semi-annually in arrears on February 10 and August 10 of each year, beginning February 10, 2006. The Trust will pay distributions only when it has funds available for payment.

Holders of the capital securities will have no voting rights, except as described in the sections of the attached prospectus entitled “Description of the Capital Securities — Voting Rights” and “Description of Guarantee — Amendment and Assignment” on pages 20 and 37 of the attached prospectus, respectively, and as otherwise required by law and the declaration of trust.

The Common Securities

Bank of America, or one of its affiliates, will purchase all of the common securities of the Trust, which will have an aggregate liquidation amount equal to at least 3% of the total capital of the Trust. Except as described under the heading “Ranking” below, the common securities will rank equally with the capital securities in payment priority. Normally, holders of the common securities will have sole voting power on matters to be voted upon by the Trust’s securityholders.

The Junior Subordinated Notes

The Trust will purchase £876,500,000 aggregate principal amount of junior subordinated notes from Bank of America. The junior subordinated notes will be issued under a junior subordinated indenture, which is described on page S-28, between Bank of America and The Bank of New York, as trustee. The junior subordinated notes will:

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The Guarantee of the Capital Securities

We will guarantee the capital securities on a limited basis. The guarantee will require us to pay accrued and unpaid distributions, redemption payments, and liquidation payments on the capital securities on behalf of the Trust only to the extent the Trust has funds available for payment. However, the guarantee will not require us to make payments on behalf of the Trust if the Trust does not have sufficient funds to make payments on the capital securities. The sole source of funds for the Trust will be payments we make on the junior subordinated notes held by the Trust.

Ranking

The capital securities generally will rank equally with the common securities in payment priority. The Trust will make distributions and other payments on the capital and common securities based on a proportionate allocation of the payments the Trust receives on the junior subordinated notes. However, upon the occurrence of any event of default under the declaration of trust, the rights of the holders of the common securities to receive payments of distributions and payment upon liquidation and redemption and other payments will be subordinated to the rights to payment of the holders of the capital securities. For a more detailed explanation, see “Description of the Capital Securities—Subordination of Common Securities” on page 17 of the attached prospectus.

The junior subordinated notes will be unsecured and rank subordinate and junior in right of payment to all of our current and future Senior Obligations, as defined in the attached prospectus. The guarantee will rank (a) subordinate and junior in right of payment to all of our other existing and future liabilities, including contingent liabilities; (b) equally with our most senior preferred or preference stock now outstanding or that we may issue in the future and with any guarantee now outstanding or that we may enter into in the future with respect to any preferred securities or preference stock of any of our affiliates (including other trust capital securities); and (c) senior to our common stock. For a more detailed explanation, see “Description of the Junior Subordinated Notes—Subordination” on page 27 of the attached prospectus and “Description of Guarantee—Status of the Guarantee” on page 38 of the attached prospectus. Please also see “Risk Factors—Risks Associated with the Terms of the Capital Securities and the Junior Subordinated Notes—We will pay holders of our Senior Obligations before we pay the Trust as the holder of our junior subordinated notes and before we make any payments under the guarantee.”

Deferral of Distributions

We will have the right to defer interest payments on the junior subordinated notes for up to 10 consecutive semi-annual periods, but not beyond the maturity date. After we make all interest payments that we have deferred, including any accrued interest on the deferred interest payments, we can defer interest payments again for up to another 10 consecutive semi-annual periods.

If we defer interest payments on the junior subordinated notes, the Trust will defer distributions on the capital securities for the same period. During any deferral period, distributions on the capital securities will continue to accumulate at an annual rate of 5 ¹/4% of the £50,000 liquidation amount per capital security. In addition, the deferred distributions will accrue additional interest, to the extent permitted by applicable law, at an annual rate of 5 ¹/4%, compounded semi-annually.

While we defer interest payments on the junior subordinated notes, we generally will not be permitted to take certain actions. See “Description of Junior Subordinated Notes—Option to Extend Interest Payment Period” on page S-29.

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If we defer interest payments on the junior subordinated notes, during the deferral period the capital securities will be treated for United States federal income tax purposes as having been issued with original issue discount. This means that you will be required to include accrued interest in your income for United States federal income tax purposes before you receive any cash distributions. Please see “United States Federal Income Taxation” on page 40 of the attached prospectus for a more complete discussion.

Redemption of Capital Securities and Prepayment of Junior Subordinated Notes

The capital securities have no stated maturity but must be redeemed upon the maturity of the junior subordinated notes or their earlier prepayment. The junior subordinated notes will mature on August 10, 2035, unless prepaid earlier.

Except as described under “—Ranking” on page S-6 or if an event of default occurs as described under “Description of the Capital Securities—Events of Default, Payment Failures, Waiver, and Notice” on page 18 of the attached prospectus, the aggregate liquidation amount of capital and common securities to be redeemed will be allocated proportionately, approximately 97% to the capital securities and approximately 3% to the common securities.

We also can cause the redemption of the capital and common securities by prepaying the junior subordinated notes subject to any required prior approval from the Federal Reserve Board:

The applicable formula for calculating the redemption price upon prepayment will depend upon which of the above two redemption rights we exercise. For a description of when we may prepay the junior subordinated notes and the applicable formula for calculating the redemption price, see “Description of Junior Subordinated Notes—Prepayment” on page S-33.

Distribution of Junior Subordinated Notes

We will have the right to terminate the Trust at any time. If we exercise our termination right, and after satisfaction of the Trust’s liabilities to its creditors, the Trust will distribute the junior subordinated notes to the holders of the capital and common securities based on their respective liquidation amounts. However, if an event of default under the declaration of trust has occurred and is continuing, holders of capital securities will have payment priority in connection with the distribution over holders of common securities as we describe under “—Ranking” on page S-6.

Events of Default

An event of default under the declaration of trust will occur when there is an event of default under the junior subordinated notes. These events of default are described under the heading “Description of the Junior Subordinated Notes—Events of Default, Waiver, and Notice” on page 31 of the attached prospectus and are limited to specified types of events involving our bankruptcy, insolvency, reorganization, and dissolution.

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The ability of holders of the capital securities to enforce any rights against us if an event of default occurs will be limited. See “Description of Junior Subordinated Notes—Events of Default and the Rights of Capital Securities Holders to Take Action Against Us” on page S-34 of this global prospectus supplement.

Form of Capital Securities

The capital securities will be represented by one or more global securities registered in the name of The Bank of New York Depository (Nominees) Limited, on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), or their nominees. You will not receive a certificate representing your capital securities, and the capital securities will not be registered in your name. In order to own a beneficial interest in the capital securities, you must be an organization that participates, directly or indirectly, in Euroclear or Clearstream, Luxembourg. The initial common depository for Euroclear and Clearstream, Luxembourg will be The Bank of New York, and The Depository Trust Company will not be the depository for the capital securities.

Listing

We have applied to the UK Listing Authority for the capital securities to be admitted to the Official List and to the London Stock Exchange for the capital securities to be admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market, which is a regulated market, as defined in Article 1(13) of Directive 92/22/EEC.

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RISK FACTORS

Your investment in the capital securities involves risks. This global prospectus supplement does not describe all of those risks.

In consultation with your own financial and legal advisors, you should consider carefully the following risks before deciding whether an investment in the capital securities is suitable for you. The capital securities are not an appropriate investment for you if you are not knowledgeable about significant elements of the capital securities or financial matters in general. You should not purchase capital securities unless you understand and know that you can bear these investment risks.

Because the Trust will rely only on the payments it receives on the junior subordinated notes to make all payments on the capital securities, and because the Trust may distribute the junior subordinated notes to you in exchange for the capital securities, you also are making an investment decision with regard to the junior subordinated notes. You should review carefully the information in this global prospectus supplement and the attached prospectus about the capital securities, the junior subordinated notes, and the guarantee.

The capital securities are not denominated in U.S. dollars—that is, the liquidation amount and distributions are payable in pounds sterling, and not U.S. dollars. Your decision to purchase the capital securities should be made only after carefully considering the currency risks and other risks of an investment in the capital securities, including those discussed below, with your advisors in light of your particular circumstances.

The information in this global prospectus supplement and the attached prospectus is directed primarily to investors who are U.S. residents. Investors who are not U.S. residents should consult their own financial and legal advisors about currency-related or other risks particular to their investment.

Risks Associated with the Terms of the Capital Securities and the Junior Subordinated Notes

We will pay holders of our Senior Obligations before we pay the Trust as the holder of our junior subordinated notes and before we make any payments under the guarantee.

Our obligations under the junior subordinated notes will be unsecured and rank junior in priority of payment to all of our current and future Senior Obligations, as defined in the attached prospectus. As of March 31, 2005, we had Senior Obligations outstanding of approximately $68.3 billion. The guarantee will rank senior only to our common stock.

As of March 31, 2005, approximately $11.5 billion of our other previously issued junior subordinated notes and corresponding guarantees were outstanding. Those notes rank equally with the junior subordinated notes offered by this global prospectus supplement.

The capital securities, the junior subordinated notes, and the guarantee will not limit our ability, or that of any of our subsidiaries, to incur additional indebtedness, liabilities, and obligations, including indebtedness, liabilities, and obligations that rank senior to or equal with the junior subordinated notes and the guarantee. The claims of the creditors of our subsidiaries will rank prior to our equity interest in those subsidiaries.

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You should not rely on receiving distributions from the capital securities through maturity. The Trust may redeem the capital securities prior to their maturity, which would be a taxable event to you. You may not be able to reinvest the proceeds at the same or a higher rate of return.

We may prepay the junior subordinated notes as we discuss under “Description of the Junior Subordinated Notes—Prepayment” on page S-33, subject to any required prior approval from the Federal Reserve Board. If we prepay the junior subordinated notes, the Trust will redeem the capital securities at the applicable redemption price described in “Description of the Capital Securities—Redemption” on page S-23, plus accumulated but unpaid distributions to the redemption date. Under current United States federal income tax law, the redemption of the capital securities would be a taxable event to you.

If the Trust redeems the capital securities, market conditions may prevent you from reinvesting the money you receive upon redemption at a rate equal to or higher than the rate of return on the capital securities.

If we do not make payments to the Trust on the junior subordinated notes, the Trust will not be able to pay distributions on the capital securities, and you will not be able to rely on the guarantee for payments.

The ability of the Trust to timely pay distributions on the capital securities and pay the liquidation amount of £50,000 per capital security will depend solely upon our making the related payments on the junior subordinated notes when due. If we default on our obligation to pay interest on, or the principal of, the junior subordinated notes, the Trust will not have sufficient funds to pay distributions on, or the liquidation amount of, the capital securities.

In addition, our guarantee applies only to the extent that the Trust has funds available for payment. Therefore, if we default on our interest and other payment obligations on the junior subordinated notes, the Trust will not have funds available for payment, and you will not be able to rely upon the guarantee for payment.

You may not be able to enforce your rights against Bank of America directly if an event of default occurs. You may have to rely on the property trustee to enforce your rights.

If an event of default under the junior subordinated notes occurs and is continuing, that event also will be an event of default under the capital securities. In that case, you may have to rely on the property trustee, as the holder of the junior subordinated notes, to enforce your rights against us.

You may bring a legal action against us directly only if an event of default under the declaration of trust occurs, or if we fail to pay, when due, interest on, or the principal of, the junior subordinated notes and, in either case, the property trustee fails to enforce its rights.

We may defer distributions on the capital securities. You may have to include interest on the capital securities in your taxable income before you receive cash distributions.

We may defer interest payments on the junior subordinated notes one or more times. Each deferral period may last for up to 10 consecutive semi-annual periods but may not last beyond the maturity date of the junior subordinated notes. During a deferral period, the Trust will defer the corresponding distributions on the capital securities.

If we defer interest payments on the junior subordinated notes and the Trust defers distributions on the capital securities, during the deferral period you will have to accrue and report as original issue discount for United States federal income tax purposes your proportionate

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share of deferred interest on the junior subordinated notes held by the Trust. As a result, you will have to include that accrued interest in your gross income for United States federal income tax purposes before you receive any cash distributions. You also will not receive payment of the accrued and unpaid interest following the deferral period if you sell the capital securities before the record date for the deferred distributions, even if you held the capital securities on the date that the payments would have been paid but for the deferral.

Currently, we do not intend to exercise our right to defer interest payments on the junior subordinated notes. However, if we exercise our deferral right, the market price of the capital securities may be adversely affected. If you sell your capital securities during a deferral period, you may not receive the same return on your investment as someone who continues to hold the capital securities. In addition, because of our right to defer interest payments, the market price of the capital securities may be more volatile than the market prices of other securities not subject to interest deferrals.

If you sell your capital securities between record dates for distribution payments, you will have to include accrued but unpaid distributions in your taxable income.

The capital securities may trade at prices that do not fully reflect the value of accrued but unpaid interest on the underlying junior subordinated notes.

If you sell your capital securities before the record date for a distribution payment, you will not receive the distribution payment for that period. However, you will have to treat a portion of your proceeds from the disposition as ordinary income for United States federal income tax purposes in an amount equal to the accrued but unpaid interest on your proportionate share of the junior subordinated notes through the date of your disposition.

When you sell your capital securities, you generally will recognize a capital loss if the amount you receive is less than your adjusted tax basis in the capital securities. The amount you receive for your capital securities may not fully reflect the value of any accrued but unpaid interest at the time of the sale, while your adjusted tax basis will include any accrued but unpaid interest. Normally, you may not apply capital losses to offset ordinary income for United States federal income tax purposes.

See “United States Federal Income Taxation—United States Holders” on page S-38 and “United States Federal Income Taxation—United States Holders—Sales of Capital Securities” on page 42 of the attached prospectus for more information.

The Trust may distribute the junior subordinated notes to the holders of the capital securities, and the junior subordinated notes may trade at a price lower than the price you paid for the capital securities.

If we terminate the Trust before the maturity of the junior subordinated notes, the property trustee may distribute the junior subordinated notes to the holders of the capital and common securities in liquidation of the Trust.

No one can predict accurately the market prices for the junior subordinated notes that may be distributed. Accordingly, the junior subordinated notes that you receive upon a distribution, or the capital securities you hold pending the distribution, may trade at a lower price than your purchase price.

Although we have agreed to use reasonable efforts to list the junior subordinated notes on the London Stock Exchange, or any other exchange on which the capital securities are then listed, if the junior subordinated notes are distributed upon a liquidation of the Trust, we cannot assure you that the London Stock Exchange will approve the junior subordinated notes for listing or that a trading market will exist for the junior subordinated notes.

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Under current United States federal income tax law, the distribution of junior subordinated notes upon the termination of the Trust will generally not be taxable to you. However, if the Trust is characterized for United States federal income tax purposes as an association taxable as a corporation at the time of the liquidation, the distribution of the junior subordinated notes will be taxable to you.

We generally control the Trust, and your voting rights will be very limited. Your interests may not be the same as our interests.

As holders of all of the common securities of the Trust, we will have substantially all of the voting rights for the Trust, including the right to amend the declaration of trust without your consent. The holders of capital securities will have no voting rights except as we describe in the attached prospectus or as otherwise required by law or the declaration of trust.

An active trading market for the capital securities may not develop.

The capital securities will be a new issue of securities with no established trading market. Although we have applied to the UK Listing Authority for the capital securities to be admitted to the Official List and to the London Stock Exchange for the capital securities to be admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market, it is not possible to predict how the capital securities will trade in the secondary market, or whether that market will be liquid or illiquid. The Trust will not list the capital securities on any other securities exchange. Even if a trading market for the capital securities does develop, we cannot provide any assurance as to the depth of that market or the ability of holders to sell their capital securities.

Risks Associated with Currencies and Withholding Taxes

Exchange rates and controls may affect the capital securities’ value or return.

The capital securities have significant risks that are not associated with a similar investment in securities payable solely in U.S. dollars. These risks include possible significant changes in rates of exchange between the U.S. dollar and the pound sterling and the imposition or modification of foreign exchange controls or other conditions by either the United States or non-U.S. governments. These risks generally are influenced by factors over which we have no control, such as economic and political events and the supply of and demand for the relevant currencies in the global markets.

Changes in currency exchange rates can be volatile and unpredictable.

Rates of exchange between the U.S. dollar and other currencies have been highly volatile. This volatility may continue and could spread to other currencies in the future. Fluctuations in currency exchange rates could affect adversely an investment in these sterling-denominated capital securities. Depreciation of the pound sterling against the U.S. dollar could result in a decrease in the U.S. dollar-equivalent value of payments on the capital securities, including distributions and the liquidation amount payable on redemption. That, in turn, could cause the market value of the capital securities to fall. Depreciation of the pound sterling against the U.S. dollar could result in a loss to you on a U.S. dollar basis.

Government policy can adversely affect currency exchange rates and an investment in the capital securities.

Currency exchange rates either can float or be fixed by sovereign governments. Governments or governmental bodies, including the Bank of England, may intervene in their economy to alter the exchange rates or exchange characteristics of their currency. For example, a central bank may intervene to devalue or revalue a currency or to replace an existing currency. In addition, a government may impose regulatory controls or taxes to affect the exchange rate of its currency. As a result, the yield or payout on the capital securities could be affected significantly and

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unpredictably by governmental actions. Changes in exchange rates could affect the value of the capital securities as participants in the global currency markets move to buy or sell pounds sterling or U.S. dollars in reaction to these developments.

If a governmental authority imposes exchange controls or other conditions, such as taxes on the transfer of pounds sterling, there may be limited availability of pounds sterling for payment on the junior subordinated notes and the capital securities at their maturity or on any other payment date. In addition, the ability of a holder to move currency freely out of the country in which payment in the currency is received or to convert the currency at a freely determined market rate could be limited by governmental actions.

We will make payments in U.S. dollars if we are unable to obtain or make payment in pounds sterling.

Under the terms of the junior subordinated notes and the capital securities, if at or about the time when a payment on the junior subordinated notes or the capital securities comes due, the pound sterling is subject to convertibility, transferability, market disruption, or other conditions affecting its availability because of circumstances beyond our control, we and the Trust may make the payment in U.S. dollars instead of pounds sterling. These circumstances could include the imposition of exchange controls or our inability to obtain pounds sterling because of a disruption in the currency markets for pounds sterling. The exchange rate used to make payment in U.S. dollars may be based on limited information and would involve significant discretion on the part of our exchange agent. As a result, the value of the payment in U.S. dollars may be less than the value of the payment you would have received in pounds sterling if pounds sterling had been available.

We will not adjust payments on the capital securities to compensate for changes in currency exchange rates.

Except as described above, we will not make any adjustment in or change to the terms of the junior subordinated notes or the capital securities for changes in the exchange rate for the pound sterling, including any devaluation, revaluation, or imposition of exchange, or other regulatory controls or taxes, or for other developments affecting the pound sterling, the U.S. dollar, or any other currency. Consequently, you will bear the risk that your investment may be adversely affected by these types of events.

In a lawsuit for payment on a capital security, you may bear currency exchange risk.

Depending on the applicable U.S. federal or state court where an action is brought, you may not be able to obtain judgment in a specified currency other than U.S. dollars. For example, a judgment for money in an action based on the junior subordinated notes or the capital securities in many U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of pounds sterling into U.S. dollars will depend upon various factors, including which court renders the judgment.

Holders in some jurisdictions may not receive payment of gross-ups for amounts withheld in order to comply with the EU Directive on the taxation of savings income.

On July 1, 2005, a new European Union (“EU”) Directive regarding the taxation of savings income became effective. The Directive requires a Member State to provide to the tax authorities of another Member State details of payments of interest or other similar income payments made by a person within its jurisdiction for the immediate benefit of an individual or to certain non-corporate entities resident in that other Member State (or for certain payments secured for their benefit). However, Austria, Belgium, and Luxembourg have opted out of the reporting requirements and are instead applying a special withholding tax for a transitional period in

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relation to such payments of interest, deducting tax at rates increasing over time to 35%. This transitional period began on July 1, 2005 and will terminate at the end of the first fiscal year following agreement by certain non-EU countries regarding the exchange of information relating to those payments.

Beginning July 1, 2005, a number of non-EU countries and certain dependent or associated territories of Member States have adopted similar measures (either provision of information or transitional withholding) in relation to payments of interest or other similar income payments made by a person in that jurisdiction for the immediate benefit of an individual or to certain non-corporate entities in any Member State. The Member States have entered into reciprocal provision of information or transitional special withholding tax arrangements with certain of those dependent or associated territories. These apply in the same way to payments by persons in any Member State to individuals or certain non-corporate residents of those territories.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, none of the Trust, any paying agent, or any other person would be obliged to pay additional amounts with respect to any capital security as a result of the imposition of such withholding tax. If a withholding tax is imposed on a payment made by a paying agent following implementation of the Directive, the Trust will be required to maintain a paying agent in a Member State that would not be obliged to withhold or deduct tax pursuant to the Directive.

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BANK OF AMERICA CORPORATION

General

Bank of America Corporation is a Delaware corporation, a bank holding company, and a financial holding company. Bank of America Corporation was incorporated in 1998 as part of the merger of BankAmerica Corporation with NationsBank Corporation. The Corporation’s registration number is 2927442. The Corporation’s headquarters and principal place of business are located at 100 North Tryon Street, Charlotte, North Carolina 28255, United States of America, telephone number (704) 386-5972.

Business Segment Operations

We provide a diversified range of banking and nonbanking financial services and products in 29 states, the District of Columbia, and 43 foreign countries. We provide services and products through four business segments: (1) Global Consumer and Small Business Banking, (2) Global Business and Financial Services, (3) Global Capital Markets and Investment Banking, and (4) Global Wealth and Investment Management.

FleetBoston Merger

On October 27, 2003, we entered into an Agreement and Plan of Merger with FleetBoston Financial Corporation, or “FleetBoston,” providing for the merger of FleetBoston with and into us (the “FleetBoston Merger”). The FleetBoston Merger closed on April 1, 2004, and we were the surviving corporation in the transaction. Immediately following the FleetBoston Merger, our principal banking subsidiaries were Bank of America, N.A. and Fleet National Bank. On June 13, 2005, Fleet National Bank was merged with and into Bank of America, N.A. Additional financial information in connection with the FleetBoston Merger is included in our current reports on Forms 8-K/A filed with the SEC on April 14, 2004, May 7, 2004, July 14, 2004, October 14, 2004, and January 18, 2005, which are available at the SEC’s website at http://www.sec.gov.

Acquisitions and Sales

As part of our operations, we regularly evaluate the potential acquisition of, and hold discussions with, various financial institutions and other businesses of a type eligible for financial holding company ownership or control. In addition, we regularly analyze the values of, and submit bids for, the acquisition of customer-based funds and other liabilities and assets of such financial institutions and other businesses. We also regularly consider the potential disposition of certain of our assets, branches, subsidiaries, or lines of businesses. As a general rule, we publicly announce any material acquisitions or dispositions when a definitive agreement has been reached.

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RECENT DEVELOPMENTS

Recent Financial information

On July 18, 2005, the Corporation reported earnings for the second quarter ended June 30, 2005. The press release containing that unaudited financial information was filed with the SEC in the Corporation’s current report on Form 8-K dated July 18, 2005, which is incorporated by reference into this global prospectus supplement.

Merger Agreement with MBNA Corporation

On June 30, 2005, the Corporation announced that it had entered into an Agreement and Plan of Merger dated June 30, 2005 with MBNA Corporation (“MBNA”) providing for the merger of MBNA with and into the Corporation (the “MBNA Merger”). Subject to customary closing conditions, including regulatory and shareholder approvals, the MBNA Merger is expected to close in the fourth quarter of 2005.

The press release containing information about the MBNA Merger was filed with the SEC in the Corporation’s current report on Form 8-K dated June 30, 2005. On July 6, 2005, the Corporation filed with the SEC a Form 8-K containing the form of the Agreement and Plan of Merger dated June 30, 2005. Each of these Forms 8-K contains additional information about the MBNA Merger and is incorporated by reference into this global prospectus supplement. Copies of the Forms 8-K are available at the SEC’s website at http://www.sec.gov.

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CAPITALIZATION

The following table sets forth: (1) our actual capitalization as of March 31, 2005 and (2) our capitalization as adjusted for the issuance of the capital securities offered by this global prospectus supplement and the issuance and the maturity of notes and other capital securities during the period beginning April 1, 2005 through July 28, 2005. As of the date of this global prospectus supplement, there has been no material change in our capitalization since March 31, 2005, except as described in the table below and related notes.

As of March 31, 2005, we had $93.4 billion of commercial paper and other short-term borrowings outstanding.

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RATIOS OF EARNINGS TO FIXED CHARGES AND RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS

The following table presents our consolidated ratio of earnings to fixed charges and our ratio of earnings to fixed charges and preferred stock dividend requirements for Bank of America for each of the years in the five-year period ended December 31, 2004 and for the three months ended March 31, 2005.

(net income before taxes and fixed charges – equity in undistributed earnings of unconsolidated subsidiaries)

fixed charges

(net income before taxes and fixed charges – equity in undistributed earnings of unconsolidated subsidiaries)

(fixed charges + preferred stock dividend requirements)

Fixed charges consist of:

Preferred stock dividend requirements represent dividend requirements on the outstanding preferred stock adjusted to reflect the pre-tax earnings that would be required to cover such dividend requirements.

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SELECTED FINANCIAL DATA

The following table contains our selected financial data (1) as of December 31, 2004 and 2003 and for each of the years in the three-year period ended December 31, 2004, derived from our audited financial statements; and (2) as of and for the three months ended March 31, 2005 and 2004, derived from our unaudited financial statements. Our unaudited financial statements include all adjustments, consisting only of normal recurring accruals, that are considered necessary for a fair statement of our financial position and our results of operations as of such dates and for such periods. Results for the three months ended March 31, 2005 and 2004 are not necessarily indicative of the results that might be expected for any other interim period or for the year as a whole. Certain prior period amounts have been reclassified to conform to current year classifications.

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ACCOUNTING TREATMENT AND REGULATORY CAPITAL

The Trust will not be consolidated on our balance sheet as a result of recent accounting changes reflected in Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, as revised in December 2003. Accordingly, for balance sheet purposes, we will recognize the junior subordinated notes that we will sell to the Trust as a liability and the amount we will invest in the Trust’s common securities as an asset. We will record the interest we pay on the junior subordinated notes as interest expense on our income statement.

We are required by the Federal Reserve Board to maintain certain levels of capital for bank regulatory purposes. On March 1, 2005, the Federal Reserve Board adopted amendments to its risk-based capital guidelines. Among other things, the amendments confirm the continuing inclusion of outstanding and future issuances of “qualifying trust preferred securities” in the Tier 1 capital of bank holding companies. However, the amendments make the quantitative limits applicable to the aggregate amount of trust preferred securities and other restricted core capital elements that may be included in Tier 1 capital of bank holding companies more restrictive. The stricter quantitative limits within Tier 1 capital do not become effective until March 31, 2009. We expect that the capital securities will be treated as Tier 1 capital of Bank of America.

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DESCRIPTION OF CAPITAL SECURITIES

The following, together with “Description of the Capital Securities” beginning on page 13 of the attached prospectus, describes the material terms of the capital securities. If the description of the capital securities in this global prospectus supplement differs in any way from the description in the attached prospectus, you should rely on the description in this global prospectus supplement. You also should read the declaration of trust, the Delaware Statutory Trust Act, and the Trust Indenture Act of 1939, as amended (which we refer to as the “Trust Indenture Act”). We have filed with the SEC a form of the declaration of trust as an exhibit to the registration statement pertaining to this global prospectus supplement and the attached prospectus.

The Trust will issue the capital securities under the terms of the declaration of trust. The declaration of trust is qualified under the Trust Indenture Act. The Bank of New York will act as the property trustee for purposes of complying with the Trust Indenture Act. The terms of the capital securities will include those stated in the declaration of trust and the Delaware Statutory Trust Act and those made part of the declaration of trust by the Trust Indenture Act.

General

The capital securities will be limited to £850,000,000 aggregate liquidation amount outstanding. The capital securities will rank equally with, and payments will be made on the capital securities on a proportionate basis with, the common securities. However, the capital securities will rank senior to the common securities as to payment if an event of default under the declaration of trust has occurred and is continuing, as described under “Description of the Capital Securities—Subordination of Common Securities” on page 17 of the attached prospectus. The declaration of trust does not permit the Trust to issue any securities other than the capital and common securities or to incur any indebtedness.

The property trustee will hold the junior subordinated notes in trust for the benefit of the holders of the capital and common securities.

Distributions

Distributions on the capital securities will be fixed at an annual rate of 5 ¹/4% of the stated liquidation amount of £50,000 per capital security. Distributions to which holders of the capital securities are entitled and that are past due will accumulate additional distributions, as permitted by applicable law, at an annual rate of 5 ¹/4% of the unpaid distributions, compounded semi-annually. The term “distribution” includes any additional distributions payable unless otherwise stated.

The amount of distributions payable for any period less than a full distribution period will be computed utilizing a day count fraction of the actual number of days in the distribution period divided by 365 or 366, as applicable.

Distributions on the capital securities:

Distributions will be payable to The Bank of New York, or its nominee, for remittance to Euroclear and Clearstream, Luxembourg as described below.

Funds available for distribution will be limited to payments received from us on the junior subordinated notes.

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Payments

The Trust generally will pay distributions on the capital securities to The Bank of New York, or its nominee, for remittance to Euroclear and Clearstream, Luxembourg. Euroclear and Clearstream, Luxembourg then will credit the relevant accounts at Euroclear and Clearstream, Luxembourg on the applicable payment dates. If the global securities certificates for the capital securities are not held by or on behalf of The Bank of New York or its nominee, the Trust will make the payments by check mailed to the addresses of the holders as those addresses appear on the books and records of the Trust on the relevant record dates. The record date for book-entry only capital securities will be the business day before the relevant payment date.

The Trust will pay distributions through the property trustee. The property trustee will hold payments received on the junior subordinated notes in the property account for the benefit of the holders of the capital and common securities.

If a distribution is payable on a day that is not a business day, then that distribution will be paid on the next day that is a business day, and without any interest or other payment for any delay. However, if the next succeeding business day is in the next calendar year, the distribution will be paid on the immediately preceding business day.

Payments of distributions and the liquidation amount on the capital securities normally will be made in pounds sterling. However, if pounds sterling are not available to us due to circumstances beyond our control, such as the imposition of exchange controls or a disruption in the currency markets, we and the Trust are entitled to satisfy our obligations to make the payments on the junior subordinated notes and the capital securities in pounds sterling by making the payments in U.S. dollars instead, using an exchange rate determined by Banc of America Securities Limited, as exchange rate agent, in its sole discretion.

The term “business day” means any weekday that (1) is not a legal holiday in New York, New York, Charlotte, North Carolina, or London, (2) is not a day on which banking institutions in those cities are authorized or required by law or regulation to be closed, and (3) is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (“TARGET”) System or any successor system is open for business.

Payment of Additional Amounts

At all times that the property trustee is the holder of the junior subordinated notes, we will pay additional interest on the junior subordinated notes to ensure that the property trustee will have sufficient funds to ensure that every net payment on a capital security will not be less, due to the payment of United States withholding tax, than the amount then otherwise due and payable. See “Description of the Junior Subordinated Notes—Payment of Additional Amounts” on page S-30 for a description of these additional payments, and the related exceptions from our obligation to pay them. However, the obligation to pay such additional amounts will constitute a “tax event” and will allow for the prepayment of the junior subordinated notes upon the terms described below.

Deferral of Distributions

We will have the right to defer interest payments on the junior subordinated notes at any time and from time to time by extending the interest payment period for a period of up to 10 consecutive semi-annual periods, but not beyond the maturity of the junior subordinated notes. We refer to this extended period as a “deferral period.”

As a consequence of any interest deferral, the Trust will defer the semi-annual distribution payments on the capital securities during the applicable deferral period, as well as the payment of any additional amounts, as described above, that would be required to be paid on those deferred

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payments. The accumulated but unpaid distributions will continue to accumulate additional distributions, to the extent permitted by applicable law, at an annual rate of 5 ¹/4%, compounded semi-annually, during the deferral period. If any additional amounts are required to be paid on those additional distributions as a result of any U.S. withholding taxes, as described above, those additional amounts will only be paid at the time that the related distribution is paid. During a deferral period, we will be subject to restrictions with respect to payments related to our capital stock and our indebtedness that is equal or junior to the junior subordinated notes. See “Description of the Junior Subordinated Notes—Option to Defer Interest Payments” and “—Certain Covenants of Bank of America” on pages 29 and 30 of the attached prospectus for more information regarding these restrictions and the applicable exceptions.

If the Trust defers distributions, the deferred distributions, including accumulated additional distributions, will be paid on the distribution payment date following the last day of the deferral period to the holders on the record date for that distribution payment date. Upon termination of a deferral period and payment of all amounts due on the capital securities, we may elect to begin a new deferral period.

Currently, we do not intend to exercise our right to defer interest payments by extending the interest payment period on the junior subordinated notes.

Redemption

The capital securities have no stated maturity but must be redeemed upon the maturity of the junior subordinated notes or their earlier prepayment. When we pay or prepay the junior subordinated notes, whether at their August 10, 2035 maturity date or upon earlier prepayment, the property trustee will apply the proceeds from that payment to redeem capital and common securities having an aggregate liquidation amount equal to that portion of the principal amount of junior subordinated notes being prepaid. The redemption price per security at maturity will equal the £50,000 liquidation amount, and the redemption price on a prepayment will equal the applicable prepayment price attributed to £50,000 in principal amount of the junior subordinated notes calculated as described below (the “Redemption Price”), in each case plus accumulated but unpaid distributions to the date of payment. See “Description of Junior Subordinated Notes—Prepayment” on page S-33.

If less than all of the junior subordinated notes are to be prepaid, then the aggregate liquidation amount of the capital and common securities to be redeemed will be allocated to the capital and common securities proportionately, except in the case of an event of default under the declaration of trust that is continuing. See “Description of the Capital Securities—Subordination of Common Securities” on page 17 of the attached prospectus.

We will have the right, subject to any required prior approval of the Federal Reserve Board, to prepay the junior subordinated notes:

For purposes of this global prospectus supplement, a “tax event” shall also be deemed to have occurred if we have or will become obligated to pay additional amounts as to the capital securities or the junior subordinated notes as a result of any change in, or amendment to, the laws or

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regulations of the United States or any political subdivision or any authority of the United States having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of this global prospectus supplement.

Optional Redemption Upon Prepayment

In the case of the first type of prepayment described above (an “optional prepayment”), the prepayment price (the “Optional Prepayment Price”) for the junior subordinated notes will be equal to the greater of:

(1) 100% of the principal amount of the junior subordinated notes being prepaid; or

(2) as determined by the quotation agent (as described below), the present value of scheduled payments of principal and interest from the prepayment date to August 10, 2035, on the junior subordinated notes being prepaid, discounted to the prepayment date on a semi-annual basis at a discount rate equal to the bond yield plus a spread of 0.10%.

Redemption in the Event of a Special Prepayment

In the case of the second type of prepayment described above, the prepayment upon an occurrence of a tax event, investment company event, or a capital treatment event (a “special event prepayment”), the prepayment price (the “Special Event Prepayment Price”) for the junior subordinated notes will be equal to the greater of:

(1) 100% of the principal amount of the junior subordinated notes being prepaid; or

(2) as determined by the quotation agent, the present value of scheduled payments of principal and interest from the prepayment date to August 10, 2035, on the junior subordinated notes being prepaid, discounted to the prepayment date on a semi-annual basis at a discount rate equal to the bond yield plus a spread of 0.35%.

However, in the case of a tax event resulting from the requirement to pay additional amounts described above, the Special Event Prepayment Price will be limited to 100% of the principal amount and accrued and unpaid interest on the junior subordinated notes being prepaid.

Because the spread percentage will be higher for a prepayment after a tax event (except as described above), an investment company event, or a capital treatment event than for a prepayment in other circumstances, the Redemption Price we will pay to redeem your capital securities will be lower if the redemption is due to a special event of this kind.

Definitions

The “quotation agent” means Banc of America Securities Limited or any successor appointed by us. Banc of America Securities Limited is our subsidiary and an affiliate of the Trust.

The “bond yield” means the rate per annum equal to the annual yield to maturity of the comparable bond issue, assuming a price equal to the comparable bond price, on the third business day preceding such redemption date.

The “comparable bond issue” means for any redemption date, the bond selected by the quotation agent as having a maturity comparable to the time period from the redemption date to August 10, 2035 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to this

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time period. If no such bond has a maturity that is within a period from three months before to three months after August 10, 2035, the two most closely corresponding bonds shall be used as the comparable bond issue, and the bond yield will be interpolated and extrapolated on a straight-line basis, rounding to the nearest month using those bonds.

The “comparable bond price” means (1) the average of five reference bond dealer quotations (as described below) for the applicable redemption date, after excluding the highest and lowest of those reference bond dealer quotations, or (2) if fewer than five such reference bond dealer quotations are obtained, the average of all of those quotations.

The “reference bond dealer quotations” means, with respect to each reference bond dealer (as described below) and any redemption date, the average of the bid and asked prices for the comparable bond issue, expressed in each case as a percentage of its principal amount, quoted in writing by that reference bond dealer at 11:00 a.m., London time, on the third business day preceding such redemption date.

The “reference bond dealer” will be (1) the quotation agent and (2) any other bond dealer selected by the property trustee after consultation with us.

“Bond dealer” means any credit institution or financial services institution that regularly deals in bonds and other debt securities.

Redemption Procedures

The Trust may redeem capital securities only to the extent it has funds on hand and legally available to pay the redemption price.

The regular trustee will mail written notice of the redemption of the capital securities to the registered holders at least 15 but not more than 60 days before the date fixed for redemption. If the Trust gives a redemption notice, then, by 12:00 noon, New York City time, on the redemption date, if the funds are available for payment, the property trustee will, for capital securities held in book-entry only form:

If the capital securities are no longer held in book-entry only form, and the funds are available for payment, then the property trustee will pay the redemption price by check mailed to the addresses of the holders of the capital securities as they appear in the register.

Distributions payable on or prior to the redemption date for any capital securities called for redemption will be payable to the holders of the capital securities on the relevant record dates.

Once a redemption notice is given and funds are deposited, then distributions on the capital securities being redeemed will cease to accrue, and all rights of the holders of the capital securities being redeemed will cease, except the right to receive the redemption price, but without any interest for any delay in receiving it.

If any date fixed for redemption is not a business day, then payment of the redemption price will be made on the next day that is a business day, without any interest or other payment for the delay. However, if the next succeeding business day is in the next calendar year, the Trust will make payment on the immediately preceding business day.

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If payment of the redemption price for the capital securities called for redemption is improperly withheld or refused and not paid either by the Trust or by us under the guarantee, then distributions on those capital securities will continue to accrue at the then-applicable rate from the original redemption date to the actual payment date. In this case, the actual payment date will be the redemption date for purposes of calculating the redemption price.

We may purchase at any time and from time to time, through a subsidiary or affiliate of ours, outstanding capital securities by tender, in the open market, or by private agreement.

If less than all the capital and common securities are redeemed, then the aggregate liquidation amount of the capital and common securities to be redeemed normally will be allocated to the common securities and to the capital securities proportionately. However, if an event of default under the declaration of trust has occurred and is continuing, holders of the capital securities will be paid in full before any payments are made to holders of the common securities. See “Description of the Capital Securities—Subordination of Common Securities” on page 17 of the attached prospectus for a more complete discussion. The property trustee will select the particular capital securities to be redeemed on the pro rata basis we described above by any method the property trustee deems fair and appropriate or, if the capital securities are then held in book-entry form, in accordance with the customary procedures of Euroclear and Clearstream, Luxembourg.

Liquidation Distribution Upon Dissolution

We can at any time dissolve and liquidate the Trust. The amount payable on the capital and common securities in the event of any liquidation of the Trust is the liquidation amount of £50,000 per security, plus accrued and unpaid distributions, subject to certain exceptions, which may be paid in the form of a distribution of junior subordinated notes to the holders of the capital and common securities.

The declaration of trust states that the Trust will terminate on January 1, 2058 or will dissolve earlier:

If the Trust dissolves as described in the preceding paragraph, after the Trust pays all amounts owed to creditors, holders of the capital and common securities will be entitled to receive:

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The holders of the common securities will be entitled to receive distributions upon any liquidation on a proportionate basis with the holders of the capital securities, except that if an event of default under the declaration of trust has occurred and is continuing, the Trust will pay the total amounts due on the capital securities before making any distribution on the common securities. If the Trust cannot pay the full amount due on the capital and common securities because it has insufficient assets for payment, then the amounts the Trust owes on the capital securities will be allocated proportionately. See “Description of the Capital Securities—Subordination of Common Securities” on page 17 of the attached prospectus for a more complete description.

After the distribution date of junior subordinated notes and dissolution of the Trust:

The Property Trustee

We and certain of our affiliates from time to time have maintained deposit accounts and conducted other banking transactions with the property trustee and its affiliates in the ordinary course of business. We expect to continue those business transactions. The property trustee also serves as trustee for certain series of our outstanding indebtedness under other indentures.

Paying Agent, Security Registrar, and Transfer Agent

Until the capital securities are paid, we will maintain a paying agent, security registrar, and transfer agent for the capital securities. Initially, The Bank of New York will serve in each of those capacities.

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DESCRIPTION OF JUNIOR SUBORDINATED NOTES

The following, together with the description of junior subordinated notes under “Description of the Junior Subordinated Notes” on page 26 in the attached prospectus, describes the material terms of the junior subordinated notes. If the description of the junior subordinated notes in this global prospectus supplement differs in any way from the description in the attached prospectus, you should rely on the description in this global prospectus supplement. The terms of the junior subordinated notes are set forth in the junior subordinated indenture, dated as of November 1, 2001, between Bank of America and The Bank of New York, as indenture trustee, and the seventh supplemental indenture to be dated August 10, 2005. You also should read the Trust Indenture Act which governs certain terms of the junior subordinated notes. The junior subordinated indenture is on file at the SEC as an exhibit to the registration statement pertaining to this global prospectus supplement and the attached prospectus.

The junior subordinated notes will be issued to the property trustee of the Trust on behalf of the holders of the capital and common securities. Under circumstances involving the dissolution of the Trust, the Trust may distribute the junior subordinated notes to the holders of the capital and common securities in liquidation of the Trust. See “Description of Capital Securities—Liquidation Distribution Upon Dissolution” on page S-26. If the junior subordinated notes are distributed to the holders of capital securities, we will use our reasonable efforts to have the junior subordinated notes admitted to the Official List and admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market or any other exchange on which the capital securities are then listed.

General

The junior subordinated notes will be unsecured, junior subordinated obligations of Bank of America in the principal amount of £876,500,000. These notes will be purchased with the funds received by the Trust from:

The junior subordinated notes will rank junior to our Senior Obligations, as defined in the attached prospectus. For information on the subordination of the junior subordinated notes, see “Description of the Junior Subordinated Notes—Subordination” on page 27 of the attached prospectus.

The entire principal amount of the junior subordinated notes will be due and payable, with any accrued and unpaid interest, on August 10, 2035. In certain circumstances, the junior subordinated notes may be prepaid prior to maturity. There is no sinking fund for the junior subordinated notes.

Interest

The junior subordinated notes will bear interest at an annual rate of 5 ¹/4%, from, and including, August 10, 2005 until the principal becomes due and payable. Interest will be payable semi-annually in arrears on February 10 and August 10 of each year, beginning February 10, 2006. Interest payments not paid when due will accrue additional interest, compounded semi-annually, at the annual rate of 5 ¹/4%, to the extent permitted by applicable law. We will pay interest on the junior subordinated notes to the holders of record on the relevant record date. If the property trustee is the holder of the global note, the record date will be one business day before the relevant payment dates.

The amount of interest payable for any period less than a full interest period will be computed utilizing a day count fraction of the actual number of days in the interest period divided by 365 or 366, as applicable.

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If any date on which interest is payable on the junior subordinated notes is not a business day, then payment of the interest payable on that date will be made on the next succeeding day that is a business day, without any interest or other payment as a result of the delay, with the same force and effect as if made on the date that payment was originally payable. However, if the next succeeding business day is in the next calendar year, payment will be made on the immediately preceding business day. Accrued interest that is not paid on the applicable interest payment date will bear additional interest at the rate per annum of 5 ¹/4%, compounded semi-annually, and computed utilizing a day count fraction of the actual number of days in the interest period divided by 365 or 366, as applicable.

The term “interest” as used in this global prospectus supplement and the attached prospectus includes semi-annual interest payments, interest on semi-annual interest payments not paid on the applicable interest payment date, compounded interest, and additional interest, as applicable.

The interest payment provisions for the junior subordinated notes correspond to the distribution provisions for the capital securities. See “Description of Capital Securities—Payments” on page S-22.

Option to Extend Interest Payment Period

We have the right, at any time and from time to time, to defer the payment of interest on the junior subordinated notes for a period of up to 10 consecutive semi-annual periods, but not beyond the maturity date of the junior subordinated notes. During a deferral period, interest will continue to accrue and you will be required to accrue interest income for United States federal income tax purposes. See “United States Federal Income Taxation—United States Holders—Interest Income and OID” on page 41 of the attached prospectus for further information on United States federal income taxation. On the interest payment date following the last day of any deferral period, we will pay all interest then accrued and unpaid, together with additional interest on the accrued and unpaid interest, compounded semi-annually, at the annual rate of 5 ¹/4%, to the extent permitted by law.

During a deferral period, we will be subject to restrictions with respect to payments related to our capital stock and our indebtedness that is equal or junior to the junior subordinated notes, as described on page 30 of the attached prospectus under “Description of the Junior Subordinated Notes—Certain Covenants of Bank of America.”

We may extend a deferral period further prior to the end of that deferral period, so long as the period, as extended, does not exceed 10 consecutive semi-annual periods, and does not extend beyond the maturity date of the junior subordinated notes. After the termination of any deferral period and the payment of all amounts due, we may begin a new deferral period, which must comply with the above requirements. Interest will not be payable during a deferral period, only at the end of the deferral period. We may prepay at any time all or any portion of the interest accrued during a deferral period.

If the junior subordinated notes are registered in the name of the property trustee, we will give the property trustee, the Delaware trustee, and the regular trustees written notice of our election of a deferral period at least one business day before the earlier of:

The property trustee will give notice of our election of a deferral period to the holders of the capital securities.

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If the junior subordinated notes are not registered in the name of the property trustee, we will give the holders of the junior subordinated notes and the indenture trustee written notice of our election of a deferral period at least 10 business days before the earlier of the next succeeding interest payment date or the date we are required to give notice of the record date or payment date of such interest payment to any exchange on which the junior subordinated notes or capital securities are listed or any other applicable self-regulatory organization, or to the holders of the junior subordinated notes.

Currently, we do not intend to exercise our right to defer payments of interest by extending the interest payment period on the junior subordinated notes.

Payment of Additional Amounts

Subject to the exemptions and limitations set forth below, we will pay additional amounts on the junior subordinated notes with respect to any beneficial owner of the capital securities (or the junior subordinated notes, following any liquidation of the Trust) that is a non-United States person to ensure that each net payment to that non-United States person on such capital securities (or junior subordinated notes, following such a liquidation) that it beneficially owns will not be less, due to the payment of United States withholding tax, than the amount then otherwise due and payable. We will not be obligated to make additional payments that exceed the amount required to do so. For this purpose, a “net payment” on a capital security or a junior subordinated note means a payment by the Trust, us, or any paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment, or other governmental charge of the United States. These additional amounts will constitute additional interest on the junior subordinated notes. At all times that the property trustee is the holder of the junior subordinated notes, the Trust will pay these additional amounts to the holders of the capital securities such that every net payment on a capital security will not be less due to the payment of United States withholding tax than the amount otherwise due and payable, as described in “Description of the Capital Securities—Payment of Additional Amounts.”

We will not be required to pay additional amounts, however, in any of the circumstances described in items (1) through (13) below.

(1) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:

(2) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:

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(3) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being or having been a:

(4) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote.

(5) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank extending credit under a loan agreement entered into in the ordinary course of business.

For purposes of items (1) through (5) above, “beneficial owner” includes a fiduciary, settlor, partner, member, shareholder, or beneficiary of the holder if the holder is an estate, trust, partnership, limited liability company, corporation, or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder.

(6) Additional amounts will not be payable to any beneficial owner of a capital security or the junior subordinated notes, as applicable, that is:

However, this exception to the obligation to pay additional amounts will apply only to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner, partner, or member of the partnership, limited liability company, or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, partner, or member received directly its beneficial or distributive share of the payment.

(7) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation, or other information reporting requirements. This exception to the obligation to pay additional amounts will apply only if compliance with these reporting requirements is required as a precondition to

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exemption from such tax, assessment, or other governmental charge by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party.

(8) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is collected or imposed by any method other than by withholding from a payment on the applicable security by the Trust, us, or any paying agent.

(9) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later.

(10) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later.

(11) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any:

(12) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on the applicable security if that payment can be made without such withholding by any other paying agent.

(13) Additional amounts will not be payable if a payment on a capital security or the junior subordinated notes, as applicable, is reduced as a result of any combination of items (1) through (12) above.

Except as specifically provided under “—Payment of Additional Amounts,” we will not be required to make any payment of any tax, assessment, or other governmental charge imposed by any government, political subdivision, or taxing authority of that government. In addition, the obligation to pay additional amounts will constitute a tax event and will allow for the prepayment of the junior subordinated notes upon the terms described herein.

As used in this global prospectus supplement, “United States person” means:

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Additionally, “non-United States person” means a person who is not a United States person, and “United States” means the United States of America, including each state of the United States and the District of Columbia, its territories, its possessions, and other areas within its jurisdiction.

Prepayment

We have the right, subject to any required prior approval from the Federal Reserve Board, to prepay the junior subordinated notes:

If we exercise our right to prepay the junior subordinated notes, in whole or in part, the prepayment price will be calculated as described below, plus any accrued and unpaid interest, to the date of prepayment.

In the case of an optional prepayment, the Optional Prepayment Price for the junior subordinated notes will be equal to the greater of:

(1) 100% of the principal amount of the junior subordinated notes being prepaid; or

(2) as determined by the quotation agent, the present value of scheduled payments of principal and interest from the prepayment date to August 10, 2035, on the junior subordinated notes being prepaid, discounted to the prepayment date on a semi-annual basis at a discount rate equal to the bond yield plus a spread of 0.10%.

In the case of a special event prepayment, the Special Event Prepayment Price for the junior subordinated notes will be equal to the greater of:

(1) 100% of the principal amount of the junior subordinated notes being prepaid; or

(2) as determined by the quotation agent, the present value of scheduled payments of principal and interest from the prepayment date to August 10, 2035, on the junior subordinated notes being prepaid, discounted to the prepayment date on a semi-annual basis at a discount rate equal to the bond yield plus a spread of 0.35%.

However, in the case of a tax event resulting from the requirement to pay additional amounts described above, the Special Event Prepayment Price will be limited to 100% of the principal amount and accrued and unpaid interest on the junior subordinated notes being prepaid.

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Registration, Denomination, and Transfer

The junior subordinated notes will be registered in the name of the property trustee, who will hold the junior subordinated notes in trust for the benefit of the holders of the capital and common securities.

The junior subordinated notes will be issued in denominations of £50,000 and integral multiples of £50,000.

If the junior subordinated notes are distributed to holders of capital securities, we anticipate that The Bank of New York or its nominee will act as securities depository for the junior subordinated notes.

Modification of Indenture

For a description of the provisions for modifying the junior subordinated indenture and the junior subordinated notes, see “Description of the Junior Subordinated Notes—Modification of Junior Subordinated Indenture” on page 33 of the attached prospectus.

Events of Default and the Rights of Capital Securities Holders to Take Action Against Us

See “Description of the Junior Subordinated Notes—Events of Default, Waiver, and Notice” on page 31 of the attached prospectus for a description of:

If there is a payment failure on the junior subordinated notes, and the property trustee fails to enforce its rights under the junior subordinated indenture, then a registered holder of capital securities may bring a legal action against us directly for enforcement of payment to you of amounts owed on the junior subordinated notes (a “direct action”). We can set-off against payments then due under the junior subordinated notes any corresponding payments we make to holders of capital securities under the guarantee in connection with a direct action.

The holders of the capital securities will not be able to exercise directly any remedies available to the holders of the junior subordinated notes except under the circumstance we describe in the preceding paragraph.

The Indenture Trustee

We and certain of our affiliates have from time to time maintained deposit accounts and conducted other banking transactions with the indenture trustee and its affiliates in the ordinary course of business. We expect to continue these business transactions. The indenture trustee also serves as trustee for certain series of our outstanding indebtedness under other indentures.

DESCRIPTION OF GUARANTEE

The following, together with the “Description of Guarantee” on page 36 of the attached prospectus, describes the material terms of the guarantee. If the description of the guarantee in this global prospectus supplement differs in any way from the description in the attached prospectus, you should rely on the description in this global prospectus supplement. The terms of the guarantee are set forth in the guarantee, to be dated as of August 10, 2005, executed and delivered by Bank of America and The Bank of New York, as guarantee trustee, and in the Trust

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Indenture Act. A form of guarantee is on file at the SEC as an exhibit to the registration statement pertaining to this global prospectus supplement and the attached prospectus.

The following payments on the capital securities, which are referred to as “guarantee payments,” if not fully paid by the Trust, will be paid by us under the guarantee, without duplication, on a junior subordinated basis:

Our obligation to make a guarantee payment may be satisfied by direct payment of the required amounts to the holders of capital securities or by causing the Trust to pay those amounts to such holders.

RELATIONSHIP AMONG THE CAPITAL SECURITIES, THE JUNIOR SUBORDINATED NOTES, AND THE GUARANTEE

We will guarantee distribution, redemption, and liquidation payments due on the capital securities to the extent the Trust has funds available for those payments, as described under “Description of Guarantee” above. No single document executed by us will provide for the full, irrevocable, and unconditional guarantee of the capital securities. It is only the combined operation of the guarantee, the declaration of trust, and the junior subordinated indenture that has the effect of providing a full, irrevocable, and unconditional guarantee on a junior subordinated basis of the Trust’s obligations under the capital securities.

As long as we pay interest and other payments when due on the junior subordinated notes, those payments will be sufficient to cover distributions and redemption and liquidation payments due on the capital securities, because:

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A default or event of default under any of our Senior Obligations would not necessarily constitute a default or event of default under the capital securities. However, if certain events of bankruptcy, insolvency, or reorganization occur, the junior subordinated indenture provides that no payments may be made on the junior subordinated notes until the Senior Obligations have been paid in full. See “Description of the Junior Subordinated Notes—Subordination” on page 27 of the attached prospectus.

Rights Upon Dissolution

The holders of the capital securities will be entitled to receive, out of assets of the Trust, a cash distribution upon any voluntary or involuntary dissolution, winding-up, or liquidation of the Trust that does not involve the distribution of the junior subordinated notes, after the Trust has paid the liabilities owed to its creditors as required by applicable law. See “Description of Capital Securities—Liquidation Distribution Upon Dissolution” on page S-26.

In the event of any voluntary or involuntary liquidation or bankruptcy of Bank of America, the Trust, as registered holder of the junior subordinated notes, would be a subordinated creditor of Bank of America, subordinated and junior in right of payment to all of our Senior Obligations, as defined in the attached prospectus, but entitled to receive payment in full of all amounts payable with respect to the junior subordinated notes before any of our common stockholders receive payments or distributions. Since we are the guarantor under the guarantee and have agreed to pay for all costs, expenses, and liabilities of the Trust (other than withholding taxes and the Trust’s obligations to the holders of the capital and common securities), the positions of a holder of the capital securities and a holder of the junior subordinated notes relative to other creditors and to our stockholders in the event of liquidation or bankruptcy are expected to be substantially the same.

REGISTRATION AND SETTLEMENT

Form of Capital Securities; Book-Entry System

The capital securities will be issued in book-entry only form. This means that we will not issue actual capital securities or certificates to each holder, except in limited circumstances. Instead, the capital securities will be in the form of a global security held in the name of The Bank of New York Depository (Nominees) Limited on behalf of Euroclear and Clearstream, Luxembourg. In order to own a beneficial interest in the capital securities, you must be an organization that participates, directly or indirectly, in Euroclear or Clearstream, Luxembourg. The initial common depository for Euroclear and Clearstream, Luxembourg will be The Bank of New York, and The Depository Trust Company will not be the depository for the capital securities.

No service charge will be made for any registration of transfer or exchange of capital securities issued in certificated form, but the Trust may require payment of a sum sufficient to cover any related tax, assessment, or other governmental charge. If the capital securities are listed on the London Stock Exchange and are subsequently issued in certificated form, we will appoint a paying and transfer agent in London and publish its name in a leading English language newspaper of general circulation in London, which is expected to be the Financial Times. Any capital securities in certificated form may be presented for payment and transfer at the paying and transfer agent’s office while they are outstanding. In addition, upon redemption of the capital securities, any capital securities in certificated form and listed on the London Stock Exchange may be presented for payment at the offices of the paying and transfer agent in London for up to two years after the redemption date.

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Same Day Settlement and Payment

We will settle the capital securities in immediately available funds. As long as the capital securities are represented by global securities, the Trust will make all distributions and liquidation payments in immediately available funds.

The distribution of the capital securities will be cleared through Euroclear and Clearstream, Luxembourg. Any secondary market trading of book-entry interests in the capital securities will take place through Euroclear and Clearstream, Luxembourg participants and will settle in same-day funds. Owners of book-entry interests in the capital securities will receive payments relating to their capital securities in pounds sterling.

Euroclear and Clearstream, Luxembourg have established electronic securities and payment transfer, processing, depository, and custodial links among themselves and others, either directly or through custodians and depositories. These links allow securities to be issued, held, and transferred among the clearing systems without the physical transfer of certificates. Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market.

The policies of Euroclear and Clearstream, Luxembourg will govern payments, redemptions, transfers, exchanges, and other matters relating to your interest in securities held by them. Neither we nor the Trust has any responsibility for any aspect of the records kept by Euroclear or Clearstream, Luxembourg or any of their direct or indirect participants. Neither we nor the Trust supervise these systems in any way.

You will be able to make and receive through Euroclear and Clearstream, Luxembourg payments, deliveries, transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day may need to act before the expiration date.

Euroclear and Clearstream, Luxembourg and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

Except as described in this global prospectus supplement, owners of beneficial interests in the capital securities will not be entitled to have the capital securities registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders of the capital securities. Accordingly, each person owning a beneficial interest in the capital securities must rely on the procedures of Euroclear and Clearstream, Luxembourg and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of capital securities.

Clearstream, Luxembourg is incorporated under the laws of Luxembourg. Euroclear is incorporated under the laws of Belgium.

Payment in U.S. Dollars

If pounds sterling are unavailable for a payment on the junior subordinated notes or the capital securities due to circumstances beyond our control, such as the imposition of exchange

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controls or a disruption in the currency markets, we and the Trust will be entitled to satisfy our obligations to make the payments on the junior subordinated notes and the capital securities in pounds sterling by making the payments in U.S. dollars instead, on the basis of the exchange rate determined by Banc of America Securities Limited, as exchange rate agent, in its sole discretion. We may change the exchange rate agent from time to time after the original issuance of the capital securities without your consent and without notifying you of the change.

Notices

Any notices required to be delivered to the holders of the capital securities will be given to Euroclear and Clearstream, Luxembourg for communication to their participants. In addition, for so long as the capital securities or the junior subordinated notes are listed on the London Stock Exchange, and the rules of the London Stock Exchange so require, notices will be deemed valid if published in a leading English language daily newspaper of general circulation in London, which is expected to be the Financial Times.

If capital securities or the junior subordinated notes are issued in certificated form, notices to their holders also will be given by mail to the addresses of the holders as they appear on the security register. However, until capital securities or the junior subordinated notes are issued in certificated form, notice by publication in a newspaper may be given to Euroclear and Clearstream, Luxembourg for communication to their participants.

Any notice so published shall be deemed to have been given on the date of publication or, if published more than once, on the date of the first publication. Any notice to Euroclear and Clearstream, Luxembourg shall be deemed to have been delivered to their participants on the seventh day after the day on which the notice was given to Euroclear and Clearstream, Luxembourg.

Neither the Trust nor the Corporation intends to provide any post-issuance information in relation to the capital securities.

UNITED STATES FEDERAL INCOME TAXATION

General

For a brief description of the tax effects of an investment in the capital securities, see “United States Federal Income Taxation” on page 40 of the attached prospectus. The following discussion supplements (and to the extent inconsistent with, supersedes), and should be read in conjunction with, the discussion in that section of the attached prospectus.

The junior subordinated notes will be issued with de minimis OID, as determined under the Internal Revenue Code of 1986, as amended (the “Code”). References to OID below and in the attached prospectus do not include de minimis OID, unless, as set forth in the attached prospectus, the junior subordinated notes would otherwise be treated as issued with OID. De minimis OID which is not treated as OID generally is treated as gain recognized upon receipt of the payment of principal. Eligible holders may elect to include this discount in gross income as it accrues.

You should consult with your own tax advisor before investing in the capital securities. An investment in the capital securities may not be appropriate for you.

United States Holders

United States holders should be aware that additional considerations will apply because the capital securities and the junior subordinated notes are payable in a currency other than U.S. dollars (“Foreign Currency”).

As set forth in the attached prospectus, for United States federal income tax purposes, each holder of capital securities generally will be considered the owner of an undivided interest in the junior subordinated notes, and each holder generally will be required to include in its gross

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income, in accordance with its method of accounting, all interest earned with respect to its allocable share of the junior subordinated notes. If the holder uses the cash method of accounting for United States federal income tax purposes, the holder will be required to include in income the U.S. dollar value of the interest payment (determined on the date the payment is made) regardless of whether the payment is in fact converted to U.S. dollars at that time. If the holder uses the accrual method of accounting for United States federal income tax purposes, or is otherwise is required to accrue interest prior to receipt, the holder will be required to include in income the U.S. dollar value of the amount of interest income that has accrued or is otherwise required to be taken into account during an accrual period. The U.S. dollar value of the accrued income generally will be determined by translating such income at the average rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the average rate for the partial period within the taxable year. United States holders should consult their own tax advisors regarding certain elections which may be available to them regarding the rate of exchange to be used for this purpose. In addition to the interest income described above, the holder using the accrual method of accounting or otherwise required to accrue interest prior to receipt will be required to recognize ordinary income or loss on the date interest is received or the capital security is disposed of equal to the difference, if any, between the U.S. dollar value of the Foreign Currency payment received (determined on the date such payment is received) in respect of such accrual period and the U.S. dollar value of interest income that has accrued during such accrual period (as determined above).

If the United States holder purchases a capital security with previously owned Foreign Currency, the holder will recognize currency gain or loss (which will be treated as ordinary income or loss) in an amount equal to the difference, if any, between the holder’s tax basis in the Foreign Currency and the U.S. dollar fair market value of the Foreign Currency used to purchase the capital security, determined on the date of purchase.

If the holder receives Foreign Currency on a sale, exchange, or retirement of a capital security, the amount realized will be based on the U.S. dollar value of the Foreign Currency on the date the payment is received or the capital security is disposed of (or deemed disposed of as a result of a material change in the terms of the junior subordinated notes). If, however, the capital securities are traded on an established securities market and you are a cash basis taxpayer (or an accrual basis taxpayer that has made an appropriate election), the U.S. dollar value of the amount realized will be determined by translating the foreign currency payment at the spot rate of exchange on the settlement date of the sale. Assuming that Bank of America does not exercise its option to defer payment of interest on the junior subordinated notes and that the junior subordinated notes are not deemed to be issued with OID, a holder’s adjusted tax basis in a capital security generally will be its initial purchase price. For this purpose, the amount of any payment in Foreign Currency generally will be equal to the U.S. dollar value of that Foreign Currency on the date of purchase.

Gain or loss realized upon the sale, exchange, or retirement of a capital security that is attributable to fluctuations in currency exchange rates will be ordinary income or loss which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange rates will equal the difference between the U.S. dollar value of the Foreign Currency principal amount of the junior subordinated note, determined on the date such payment is received or the capital securities are disposed of, and the U.S. dollar value of the Foreign Currency principal amount of the junior subordinated note, determined on the date the holder acquired the capital security. The Foreign Currency gain or loss will be recognized only to the extent of the total gain or loss the holder realized on the sale, exchange, or retirement of the capital security.

The holder will have a tax basis in any Foreign Currency received as interest or on the sale, exchange, or retirement of a capital security equal to the U.S. dollar value of that Foreign Currency, determined at the time the interest is paid or at the time of the sale, exchange, or

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retirement. Any gain or loss realized by the holder on a sale or other disposition of Foreign Currency (including its exchange for U.S. dollars) will be ordinary income or loss.

As set forth in the attached prospectus, this summary does not apply to United States holders who have a functional currency other than the U.S. dollar. Those holders should consult their own tax advisors.

Reportable Transactions

Applicable Treasury regulations require taxpayers that participate in “reportable transactions” to disclose their participation to the IRS by attaching Form 8886 to their United States federal tax returns and to retain a copy of all documents and records related to the transaction. In addition, “material advisors” with respect to such a transaction are required to file returns and maintain records, including lists identifying investors in the transactions, and to furnish those records to the IRS upon demand. A transaction may be a “reportable transaction” based on any of several criteria, one or more of which may be present with respect to an investment in the capital securities. Whether an investment in the capital securities constitutes a “reportable transaction” for any investor depends on that investor’s particular circumstances. The regulations provide that, in addition to certain other transactions, a “loss transaction” constitutes a “reportable transaction.” A “loss transaction” is any transaction resulting in the taxpayer claiming a loss under Section 165 of the Code, in an amount equal to or in excess of certain threshold amounts. The regulations specifically provide that a loss resulting from a “Section 988 transaction” will constitute a Section 165 loss. In general, a capital security will be subject to the rules governing foreign currency exchange gain or loss. Therefore, losses realized with respect to a capital security may constitute a Section 988 transaction, and a holder of capital securities that recognizes exchange loss in an amount that exceeds the loss threshold amount applicable to that holder may be required to file Form 8886. Investors should consult their own tax advisors concerning any possible disclosure obligation they may have with respect to their investment in the capital securities and should be aware that, should any “material advisor” determine that the return filing or investor list maintenance requirements apply to this transaction, they would be required to comply with these requirements.

EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME

On July 1, 2005, a new EU Directive regarding the taxation of savings income payments became effective. The Directive requires a Member State to provide to the tax authorities of another Member State details of payments of interest or other similar income payments made by a person within its jurisdiction for the immediate benefit of an individual or to certain non-corporate entities resident in that other Member State (or for certain payments secured for their benefit). However, Austria, Belgium, and Luxembourg have opted out of the reporting requirements and are instead applying a special withholding tax for a transitional period in relation to such payments of interest, deducting tax at rates increasing over time to 35%. This transitional period began on July 1, 2005 and will terminate at the end of the first fiscal year following agreement by certain non-EU countries regarding the exchange of information relating to those payments.

Beginning July 1, 2005, a number of non-EU countries and certain dependent or associated territories of Member States have adopted similar measures (either provision of information or transitional withholding) in relation to payments of interest or other similar income payments made by a person in that jurisdiction for the immediate benefit of an individual or to certain non-corporate entities in any Member State. The Member States have entered into reciprocal provision of information or transitional special withholding tax arrangements with certain of those dependent or associated territories. These apply in the same way to payments by persons in any Member State to individuals or certain non-corporate residents of those territories.

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CERTAIN ERISA CONSIDERATIONS

A fiduciary of a pension plan or other employee benefit plan, including a governmental plan, an IRA, or a Keogh plan, proposing to invest in the capital securities should consider this section carefully. This summary is based on provisions of Employee Retirement Income Security Act of 1974, as amended (commonly referred to as “ERISA”) and the Code as of the date of this prospectus supplement, and does not purport to be complete and is qualified in its entirety by reference to ERISA and the Code. No assurance can be given that future legislation, administrative regulations, or rulings or court decisions will not significantly modify the requirements summarized in this section. Any such changes may be retroactive and apply to transactions entered into prior to the date of their enactment or release.

The fiduciary investment considerations summarized in this section generally apply to private employee benefit plans, individual retirement accounts, or plans subject to Section 4975 of the Code (“Covered Plans”), but generally do not apply to employee benefit plans established and maintained by governmental units.

Before authorizing an investment in the capital securities, fiduciaries of a Covered Plan should consider (i) the fiduciary standards under ERISA, (ii) whether investment in the capital securities satisfies the prudence and diversification requirements of ERISA, and (iii) whether such fiduciaries have authority to make the investment under the appropriate plan investment policies and governing instruments and under Title I of ERISA.

In determining whether an investment is prudent for purposes of ERISA, the fiduciaries of a Covered Plan should consider all relevant facts and circumstances including, without limitation, whether the investment provides sufficient liquidity in light of the foreseeable needs of the Covered Plan, and whether the investment is reasonably designed, as part of the Covered Plan assets with respect to which the fiduciary has investment duties, to further the purposes of the Covered Plan, taking into consideration (a) the risk of loss and the opportunity for gain (or other return) associated with the investment, (b) the Covered Plan’s portfolio’s composition with regards to diversification, and (c) the projected return of the Covered Plan’s total portfolio relative to the anticipated cash flow needs of the Covered Plan. It is the obligation of the fiduciaries of a Covered Plan to consider whether an investment in the capital securities by the Covered Plan, when judged in light of the overall portfolio of the Covered Plan, will meet the prudence, diversification and other applicable standards of ERISA.

In addition, under regulations (the “Plan Asset Regulations”) issued by the U.S. Department of Labor, the Trust assets would be deemed to be “plan assets” for purposes of ERISA and Section 4975 of the Code if a Covered Plan makes an “equity” investment in the Trust and no exception were applicable under the Plan Asset Regulations. An “equity interest” is defined under the Plan Asset Regulations as any interest in an entity other than an instrument (a) that is treated as indebtedness under applicable local law, (b) which has no substantial equity features, and (c) which specifically includes a beneficial interest in a trust.

If the Trust assets were deemed to be “plan assets,” the persons providing services to the assets of the Trust may become parties in interest with respect to an investing Covered Plan and may be governed by the fiduciary responsibility provisions of Title I of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code with respect to transactions involving those assets.

In this regard, if anyone with discretionary responsibilities over the junior subordinated notes or the capital securities were affiliated with Bank of America, any discretionary actions undertaken by that person regarding those assets could be deemed to be a prohibited transaction under ERISA or the Code (e.g., the use of fiduciary authority or responsibility in circumstances

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under which that person has interests that may conflict with the interests of the investing Covered Plan and affect the exercise of that person’s best judgment as a fiduciary).

“Plan assets” is a term which is not defined in ERISA. In the case of a Covered Plan, the plan assets generally would be deemed to include both the capital securities and an undivided interest in each of the underlying assets of the capital securities because the capital securities are not a publicly offered security and do not qualify for the exemptions available to an investment company or an operating company under the Plan Asset Regulations. However, the Plan Asset Regulations provide that if the total interests in the capital securities held by “Benefit Plan Investors” (as defined below) is less than 25 percent of the value of the capital securities immediately after the most recent acquisition of capital securities, the assets in the capital securities would not be considered “plan assets” because the Plan Asset Regulations do not consider ownership at that level by “Benefit Plan Investors” to be significant. For the purpose of this rule, the term “Benefit Plan Investors” includes all employee benefit plans, regardless of whether or not they are subject to ERISA (for example, governmental plans and non-U.S. employee benefit plans), plans subject to Section 4975 of the Code, certain insurance company general and separate accounts, and other entities whose underlying assets are deemed to include “plan assets” by reason an investment in that entity by Benefit Plan Investors.

Although the equity participation by Benefit Plan Investors on any date may not be significant for purposes of the Plan Asset Regulations, this result cannot be assured, and if the plan assets of Covered Plans were used to purchase the capital securities, the Trust’s asset could be deemed to be plan assets of Covered Plans under the fiduciary responsibility provisions of ERISA and the Code. Under ERISA, any person who exercises any authority or control over the management or disposition of plan assets is considered to be a fiduciary. This could result in the Property Trustee becoming a fiduciary of the Covered Plans that invest in the capital securities and becoming subject to the general fiduciary requirements of ERISA in exercising authority with respect to the management of the assets of the Trust. However, the Property Trustee has only limited discretionary authority with respect to the Trust assets, and the remaining responsibilities performed by the Property Trustee primarily will be custodial and ministerial in nature.

Even if the assets of the Trust are not deemed to be “plan assets” of Covered Plans investing in the Trust, specified transactions involving the Trust could be deemed to constitute direct or indirect prohibited transactions under ERISA and Section 4975 of the Code regarding an investing Covered Plan.

ERISA and the Code prohibit certain transactions (referred to as “prohibited transactions”) involving plan assets and persons who have certain specified relationships to the Covered Plans (“parties in interest” within the meaning of ERISA or “disqualified persons” within the meaning of the Code). If we, the Trust or any of our affiliates are considered a party in interest or disqualified person with respect to Covered Plans, then the investment in capital securities by the Covered Plans may give rise to a prohibited transaction. There are several ways by which Bank of America, the Trust or our affiliates may be considered a party in interest or a disqualified person with respect to Covered Plans. For example, if we provide banking or financial advisory services to Covered Plans, or act as a trustee or in a similar fiduciary role for Covered Plans assets, we may be considered a party in interest or a disqualified person with respect to that Covered Plan.

Furthermore, if we were a party in interest with respect to an investing Covered Plan, either directly or by reason of the activities of one or more of our affiliates, sale of the capital securities by the Trust to the Covered Plan and/or extensions of credit between us and the Trust, as represented by the junior subordinated notes and the guarantee, would likely be prohibited by Section 406(a)(1) of ERISA and Section 4975(c)(1) of the Code, unless exemptive relief were available under an applicable administrative exemption.

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The U.S. Department of Labor has issued five prohibited transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the capital securities. Those class exemptions are:

The capital securities may not be purchased or held by any Covered Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Covered Plan, unless the purchaser or holder is eligible for the exemptive relief available under the class exemptions or the requirements of U.S. Department of Labor regulation section 2550.401c-1 are satisfied such that the capital securities held by the purchaser or holder do not constitute plan assets.

Any purchaser or holder of the capital securities or any interest in the capital securities will be deemed to have represented by its purchase and holding that it either:

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the capital securities on behalf of or with “plan assets” of any Covered Plans consult with their counsel regarding the potential consequences if the assets of the Trust were deemed to be “plan assets” and the availability of exemptive relief under the class exemptions. This summary does not include all of the investment considerations relevant to Covered Plans and should not be construed as legal advice or a legal opinion. Prospective investors should consult with their own counsel on these matters.

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UNDERWRITING

We and the Trust entered into an underwriting agreement dated August 4, 2005 with the underwriters named below. In the underwriting agreement, the Trust agreed to sell to each of the underwriters and each of the underwriters agreed to purchase from the Trust the respective number of capital securities shown opposite its name at the public offering price on the cover page of this global prospectus supplement.

The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the capital securities from the Trust, are several and not joint. These obligations also are subject to the satisfaction of conditions described in the underwriting agreement. The underwriters must purchase all of the capital securities if any of them are purchased. In the event of a default by any underwriter, the underwriting agreement provides that, in certain circumstances, non-defaulting underwriters may increase their purchase commitments or the underwriting agreement may be terminated.

The underwriters initially propose to offer the capital securities directly to the public at the public offering price set forth on the cover page of this prospectus supplement. Because the proceeds from the sale of the capital securities will be used to purchase our junior subordinated notes, the underwriting agreement provides that we will pay directly to the underwriters, as compensation for their services, a commission of £500 per capital security, or £8,500,000 in the aggregate. Our offering expenses, not including underwriting commissions, are estimated to be $700,000. No underwriter, nor any of their affiliates, may offer or sell the capital securities at a price that is less than 99.940% of the liquidation amount of those capital securities, until the specified time notified to such parties by Banc of America Securities Limited. After the initial offering of the capital securities, the offering price may change.

The underwriters expect to offer the capital securities for sale primarily outside of the United States.

The capital securities are a new issue of securities with no established trading market. The underwriters have advised the Trust that they presently intend to make a market in the capital securities. However, the underwriters are not obligated to do so and may discontinue making a market in the capital securities at any time without notice. There is no assurance that there will be a secondary market for the capital securities.

In connection with the offering of the capital securities, the underwriters may engage in over-allotment, stabilizing transactions, and syndicate covering transactions in accordance with Regulation M under the Securities Exchange Act. Over-allotment involves sales in excess of the offering size, which creates a short position for the underwriters. Banc of America Securities Limited, as stabilizing manager, may over-allot the capital securities, provided that the number of capital securities allotted does not exceed 105% of the number of capital securities to be offered. The underwriters may enter bids for, and purchase, capital securities in the open market in order to stabilize the price of the capital securities. Any stabilization action may begin on or after the date on which adequate public disclosure of this offering is made and, if begun, may be ended at

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any time, but must end no later than the earlier of 30 days after August 10, 2005 and 60 days after the date of allotment of the capital securities. Syndicate covering transactions involve purchases of the capital securities in the open market after the distribution has been completed in order to cover short positions. In addition, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the capital securities in the offering if the syndicate repurchases previously distributed capital securities in transactions to cover syndicate short positions, in stabilization transactions, or otherwise. These activities may cause the price of the capital securities to be higher than it would otherwise be. Those activities, if commenced, may be discontinued at any time.

The offer and sale of any capital securities by Banc of America Securities Limited or any of our other affiliates will comply with the requirements of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. regarding a member firm’s underwriting securities of an affiliate. As required by Rule 2720, any such offer and sale will not be made to any discretionary account without the prior approval of the customer.

Banc of America Securities Limited is a broker-dealer and our subsidiary. Following the initial distribution of the capital securities, our affiliates, including Banc of America Securities Limited, may buy and sell the capital securities in secondary market transactions as part of their business as broker-dealers. Any sale will be at negotiated prices relating to prevailing prices at the time of sale. The information about the original issue date, original issue price, and net proceeds to us on the front cover page relates only to the initial sale of the capital securities. If you have purchased a capital security in a market-making transaction after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale. This global prospectus supplement and attached prospectus may be used by one or more of our affiliates in connection with offers and sales related to secondary market transactions in the capital securities to the extent permitted by applicable law. Our affiliates may act as principal or agent in such transactions.

We expect that delivery of the capital securities will be made against payment therefor on or about August 10, 2005, which is the fourth business day following the date of this global prospectus supplement. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the capital securities on the date of this global prospectus supplement will be required, by virtue of the fact that the capital securities initially will settle on August 10, 2005, to specify an alternative settlement cycle at the time of the trade to prevent a failed settlement and should consult their own advisor in connection with that election.

Under the terms of the underwriting agreement, Bank of America and the Trust have agreed to indemnify the underwriters and certain other persons against certain liabilities, including liabilities under the Securities Act, or to contribute in respect of those liabilities.

This global prospectus supplement may be used by U.S. affiliates of the underwriters and other U.S. broker-dealers in connection with offers and sales of capital securities in the United States.

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Each of the underwriters or their affiliates provides or has provided investment or commercial banking services to Bank of America from time to time in the ordinary course of business.

Selling Restrictions

Each of the underwriters, severally and not jointly, has represented and agreed that it has not and will not offer, sell, or deliver any of the capital securities, directly or indirectly, or distribute this global prospectus supplement or the attached prospectus or any other offering material relating to the capital securities, in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligations on us except as set forth in the underwriting agreement.

Australia

No global prospectus supplement or prospectus or other disclosure document in relation to the capital securities has been or will be lodged with the Australian Securities and Investment Commission (“ASIC”). Each of the underwriters has represented and agreed, and any person who acquires any of the capital securities represents and agrees, that it:

unless (i) the aggregate consideration payable by each offeree is at least A$500,000, or its equivalent in another currency (disregarding moneys lent by the offeror or its associates), or the offer otherwise does not require disclosure to you under Part 6D.2 of the Corporations Act 2001 of Australia, and (ii) such action complies with all applicable laws and regulations and does not require any document to be lodged with ASIC.

Belgium

The capital securities have not been and will not be publicly offered in Belgium.

The offering of the capital securities is exclusively conducted under applicable Belgian private placement exemptions, and, therefore, it has not been and will not be notified to, and the global prospectus supplement, the attached prospectus, or any other offering material relating to the capital securities has not been and will not be approved by, the Belgian Banking, Finance and Insurance Commission (“Commission bancaire et financière et des assurances” / “Commissie voor het Bank, Financie- en Assurantiewezen”).

Accordingly, the offering of the capital securities may not be advertised, and each of the underwriters has represented, warranted, and agreed that it has not offered, sold, or resold, transferred, or delivered, and will not offer, sell, resell, transfer, or deliver, the capital securities and that it has not distributed, and will not distribute, any memorandum, information circular, brochure, or any similar documents, directly or indirectly, to any individual or legal entity in Belgium other than:

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This global prospectus supplement and the attached prospectus have been issued only for the personal use of the above-qualified investors and exclusively for the purpose of the offering of the capital securities. Accordingly, the information contained therein may not be used for any other purpose nor disclosed to any other person in Belgium.

France

The capital securities only may be offered or sold to qualified investors and/or to a restricted number of investors in the Republic of France in accordance with Article L.411-2 of the French Code Monetaire et Financier (“Monetary and Financial Code”) and with the Decree no. 98-880 dated 1 October 1998 (the “Decree”); neither this global prospectus supplement nor the attached prospectus, which have not been submitted to the Autorité des marchés financiers (the “AMF”), nor any information contained therein or any offering material relating to the capital securities, may be distributed or caused to be distributed to the public in France.

You are informed that:

Republic of Italy

The offering of the capital securities has not been registered pursuant to Italian securities legislation and, accordingly, each of the underwriters has represented and agreed that no action has or will be taken by it which would allow an offering (“sollecitazione all’investimento”) of the capital securities to the public in the Republic of Italy, and that sales of the capital securities to any persons in the Republic of Italy shall be effected in accordance with Italian securities, tax and other applicable laws and regulations. In the event that any Italian individual who is not a professional investor receives or comes into possession of this prospectus supplement and attached prospectus must immediately return the same to us.

Subject to the above, this prospectus supplement and attached prospectus and the subsequent offer, if any, is and will be made in compliance with the laws of Italy and is and will be:

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In relation to the capital securities, application has been made to the Bank of Italy pursuant to Article 129 of Legislative Decree no. 385 of September 1, 1993. There is no guarantee that the Bank of Italy will grant its approval to the offer of the capital securities.

The Netherlands

Bank of America Corporation is not a credit institution registered with the Dutch Central Bank (De Nederlandsche Bank N.V.) pursuant to Section 52(2) of the Netherlands Credit System Supervision Act 1992 (Wet toezicht kredietwezen 1992).

In respect of the capital securities, each underwriter has represented and agreed:

Singapore

This global prospectus supplement and the attached prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this global prospectus supplement and the attached prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the capital securities may not be circulated or distributed, nor may the capital securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act 2001 of Singapore (“SFA”), (b) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the SFA,

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or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Taiwan

The capital securities may not be sold, issued, or publicly offered in Taiwan and may only be made available to Taiwan investors on a private placement basis. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding, or otherwise intermediate the offering and sale of these capital securities.

United Arab Emirates

This global prospectus supplement and the attached prospectus have been provided to you at your request and are not intended to constitute an offer, sale, or delivery of securities, commodities, and financial instruments under the laws of the United Arab Emirates (“UAE”). The capital securities have not been and will not be registered under the laws of the UAE or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market, or any other UAE Exchange or regulatory body.

United Kingdom

Each underwriter has represented and agreed that:

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LISTING OF THE CAPITAL SECURITIES AND GENERAL INFORMATION

Listing

We have applied to the UK Listing Authority for the capital securities to be admitted to the Official List and to the London Stock Exchange for the capital securities to be admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market. The Trust does not intend to list the capital securities on any other securities exchange.

Copies of the Corporation’s Amended and Restated Certificate of Incorporation and Bylaws, the certificate of trust, the declaration of trust, the junior subordinated indenture, the guarantee, the underwriting agreement, and copies of the documents referenced under the section “—Incorporation by Reference” below will be available for inspection, and available free of charge, at the offices of our paying agent, currently The Bank of New York, located at One Canada Square, 48^th Floor, London E14 5AL, United Kingdom. These documents will be available for inspection at the offices of our paying agent or successor paying agent up to the date which is twelve months after the date of this global prospectus supplement.

Incorporation by Reference

We incorporate by reference the documents listed below which were filed with the SEC under the Securities Exchange Act and with the Financial Services Authority:

For purposes of U.S. securities laws only, we also incorporate by reference reports that we will file with the SEC prior to the termination of this offering under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act, other than those portions furnished on Form 8-K, but not deemed filed.

As long as the capital securities or junior subordinated notes are listed on the London Stock Exchange, copies of those reports, as well as all future annual, quarterly, and current reports, will be available, free of charge, at the offices of our paying agent, The Bank of New York.

You may request a copy of any filings referred to above (excluding exhibits), at no cost, by contacting us at the following address:

Bank of America Corporation

Corporate Treasury

NC1-007-07-06

100 North Tryon Street

Charlotte, North Carolina 28255

(704) 386-5972

U.S.A.

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Authorization

The capital securities are issued under authority granted by our Board of Directors on March 22, 2005 and by a committee appointed by our Board of Directors effective August 4, 2005.

Significant or Material Change

There has been no significant change in the financial or trading position and no material adverse change in the financial position or prospects of the Trust since March 14, 2003, the date of formation of the Trust.

There has been no significant change in our financial or trading position on a consolidated basis since March 31, 2005 and there has been no material adverse change in our financial position or prospects on a consolidated basis since December 31, 2004 except as disclosed in the “Recent Developments” section of this global prospectus supplement on page S-16.

You should assume that the information appearing in this prospectus is accurate only as of the date of this global prospectus supplement. Our business, financial position, and results of operations may have changed since that date.

Governing Law

The capital securities and the declaration of trust are governed by, and shall be construed in accordance with the laws of the State of Delaware, United States of America. The junior subordinated indenture, the guarantee, and the underwriting agreement are governed by, and shall be construed in accordance with, the laws of the State of New York, United States of America.

Clearing Systems

The capital securities have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The capital securities have been assigned Common Code No.: 022684922; and International Security Identification No. (ISIN): XS0226849221.

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ADDITIONAL INFORMATION REQUIRED BY THE UK LISTING AUTHORITY

Board of Directors

The Directors of Bank of America Corporation are:

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The business address of each Director is 100 North Tryon Street, Charlotte, North Carolina, 28255, United States of America.

The Regular Trustees

The regular trustees of the Trust are James T. Houghton and Karen A. Gosnell. Each of the regular trustees is a full time employee of Bank of America Corporation. The business address for each of the regular trustees is 100 North Tryon Street, NC1-007-07-06, Charlotte, North Carolina 28255, U.S.A.

Subsidiaries

Bank of America Corporation acts as holding company of over 1,200 subsidiaries worldwide, which all operate within the financial services sector. Details of our principal subsidiaries, each of which we wholly own directly or indirectly, are set out below:

Litigation and Regulatory Matters

In the ordinary course of business, the Corporation and its subsidiaries are routinely defendants in or parties to many pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. In certain of these actions and proceedings, claims for substantial monetary damages are asserted against the Corporation and its subsidiaries, and certain of these actions and proceedings are based on alleged violations of consumer protection, securities, environmental, banking, employment, and other laws.

In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants seek very large or indeterminate damages or where the cases present novel legal theories or involve a large number of parties, the Corporation cannot state with confidence what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be or what the eventual loss, fines or penalties related to each pending matter may be. Consequently, the Corporation has not quantified the potential loss associated with these matters if an adverse outcome were to occur. Based on current knowledge, management does not believe that liabilities, if any, arising from pending litigation or regulatory matters, including the litigation and regulatory matters described below, will have a material adverse effect on the consolidated financial position or liquidity of the Corporation, but may be material to the Corporation’s operating results for any particular reporting period.

Adelphia Communications Corporation (“Adelphia”)

Bank of America, N.A. and Banc of America Securities LLC (“BAS”) are defendants, among other defendants, in a putative class action and other civil actions relating to Adelphia. The first of these actions was filed in June 2002; these actions have been consolidated for pre-trial purposes in the U.S. District Court for the Southern District of New York. BAS was a member of seven underwriting syndicates of securities issued by Adelphia, and Bank of America, N.A. was an agent and/or lender in connection with five credit facilities in which Adelphia subsidiaries were borrowers. Fleet National Bank and Fleet Securities, Inc. (“FSI”) are also named as defendants in

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certain of the actions. FSI was a member of three underwriting syndicates of securities issued by Adelphia, and Fleet National Bank was a lender in connection with four credit facilities in which Adelphia subsidiaries were borrowers. The complaints allege claims under the Securities Act of 1933, the Securities Exchange Act of 1934 and various state law theories. The complaints seek damages of unspecified amounts. Bank of America, N.A., BAS, Fleet National Bank, and FSI have moved to dismiss all claims asserted against them, with the exception of certain claims brought under Sections 11 and 12 of the Securities Act of 1933. That motion is pending.

Bank of America, N.A., BAS, Fleet National Bank, and FSI are also defendants in an adversary proceeding pending in the U.S. Bankruptcy Court for the Southern District of New York. The proceeding is brought by the Official Committee of Unsecured Creditors on behalf of Adelphia; however, the bankruptcy court has not yet given the Creditors’ Committee authority to bring this lawsuit. The lawsuit names over 400 defendants and asserts over 50 claims under federal statutes, including the Bank Holding Company Act, state common law, and various provisions of the Bankruptcy Code. The Creditors’ Committee seeks avoidance and recovery of payments, equitable subordination, disallowance, and re-characterization of claims and recovery of damages in an unspecified amount. The Official Committee of Equity Security Holders has filed a motion seeking to intervene in the adversary proceeding and to file its own complaint. The proposed complaint is similar to the Creditors’ Committee complaint, and also asserts claims under RICO and additional state law theories. Bank of America, N.A., BAS, and FSI have filed objections to the standing of the Creditors’ and Equity Committees to bring such claims, and have also filed motions to dismiss. Those motions are pending.

American Express

On November 15, 2004, American Express Travel Related Services Company (“American Express”) brought suit in the U.S. District Court for the Southern District of New York against the Visa and MasterCard associations, as well as several banks, including Bank of America, N.A. (USA) and the Corporation. American Express alleges that it has incurred damages in an unspecified amount by reason of certain MasterCard and Visa rules that allegedly restricted their member banks from issuing American Express-branded debit and credit cards. Enforcement of the MasterCard and Visa rules was enjoined by the court in United States v. Visa USA, et al., in which none of the Corporation or its subsidiaries was a defendant.

On April 14, 2005, the U.S. District Court for the Southern District of New York heard argument on the defendants’ motions to dismiss. The Court denied in part the motions, noting that several motions, including the statute of limitations defense, could be re-filed after discovery. The Court also rejected American Express’ request to apply collateral estoppel principles to preclude the defendants from litigating issues American Express had claimed were resolved in the United States v. Visa USA litigation, with leave to repeat its request following discovery.

Argentine Re-Dollarization

In December 2001, the Argentine Government issued a decree imposing limitations on the ability of FleetBoston bank customers in Argentina to withdraw funds from their accounts in Argentine banks (the “corralito”). Since the corralito was issued, a large number of customers of the FleetBoston Argentine operations (“BankBoston Argentina”) have filed complaints in a number of Argentine federal and provincial courts against BankBoston Argentina seeking to invalidate the corralito on constitutional grounds and withdraw their funds. Since 2002, Argentine courts have ordered many of these deposits to be paid out at original dollar value.

Enron Corporation (Enron)

The Corporation was named as a defendant, along with a number of other parties, in a putative consolidated class action pending in the U.S. District Court for the Southern District of

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Texas filed on April 8, 2002 entitled Newby v. Enron. The amended complaint alleges claims against the Corporation and BAS under Sections 11, 12 and 15 of the Securities Act of 1933 related to the role of BAS as an underwriter of two public offerings of Enron debt and as an initial purchaser in a private placement of debt issued by an Enron-affiliated company.

On July 2, 2004, the Corporation reached an agreement to settle the above litigation. Under the terms of the settlement, which is subject to court approval, the Corporation will make a payment of approximately $69 million to the settlement class in Newby v. Enron. The class consists of all persons who purchased or otherwise acquired securities issued by Enron during the period from October 19, 1998 to November 27, 2001. On January 18, 2005, the lead plaintiff filed a motion seeking preliminary approval of the settlement, and on February 4, 2005, the court granted preliminary approval of the settlement. On April 11, 2005, the court held a hearing with respect to final approval to the class settlement entered into between the lead plaintiff and the Corporation. At the conclusion of the hearing, the court took the matter under advisement.

In addition, the Corporation and certain of its affiliates have been named as defendants or third-party defendants in various individual and putative class actions relating to Enron. These actions were either filed in or have been transferred to the U.S. District Court of the Southern District of Texas and consolidated or coordinated with Newby v. Enron. The complaints assert claims under federal securities laws, state securities laws and/or state common law or statutes, or for contribution. In nine cases, plaintiffs seek damages or contribution for damages ranging from at least $15,000 to $472 million from all defendants, including financial institutions, accounting firms, law firms and numerous individuals. In the remaining cases, the plaintiffs seek damages in unspecified amounts.

Fleet Specialist

On March 30, 2004, Fleet Specialist and certain other specialist firms entered into agreements with the SEC and the New York Stock Exchange (the “NYSE”) to settle charges that the firms violated certain federal securities laws and NYSE rules in the course of their specialist trading activity. The settlement, which involves no admission or denial of wrongdoing, includes disgorgement and civil penalties for Fleet Specialist totaling approximately $59.1 million, a censure, cease and desist order, and certain undertakings, including the retention of an independent consultant to review compliance systems, policies and procedures. Separately, putative class action complaints seeking unspecified damages have been filed in the U.S. District Court for the Southern District of New York against Fleet Specialist, FleetBoston, the Corporation, and other specialist firms (and their parent companies) on behalf of investors who traded stock on the NYSE between 1998 and 2003, and were allegedly disadvantaged by the improper practices of the specialist firms. These federal court actions have been consolidated. A multi-defendant motion to dismiss has been filed. The settlement with the SEC and NYSE does not resolve the putative class actions, although a portion of the payment is expected to be allocated to restitution for allegedly disadvantaged customers.

Foreign Currency

Bank of America, N.A. (USA) and the Corporation, together with Visa and MasterCard associations and several other banks, are defendants in a consolidated class action lawsuit pending in U.S. District Court for the Southern District of New York entitled In re Currency Conversion Fee Antitrust Litigation. The plaintiff cardholders allege that Visa and MasterCard, together with their member banks, conspired to set the price of foreign currency conversion services on credit card transactions and that each bank failed to disclose the applicable price in compliance with the Truth in Lending Act resulting in damages to the class of an unspecified amount. By decision dated July 3, 2003, the court granted the motion of the Corporation and Bank of America, N.A. (USA) to compel arbitration of the claims asserted by Bank of America, N.A.

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(USA) cardholders. However, the court denied a motion brought by all defendants to dismiss the antitrust claims, so Bank of America, N.A. (USA) and the Corporation remain as defendants with respect to antitrust claims alleged on behalf of certain co-defendants’ cardholders. By order dated October 15, 2004, the court granted plaintiffs’ motion to certify a class of cardholders of the defendant banks who used MasterCard- or Visa-branded credit cards for one or more transactions denominated in foreign currency.

On March 9, 2005, the court issued an order that narrowed the scope of the previously certified class, which had included all cardholders of the seven defendant bankcard issuers, including Bank of America, N.A. (USA) and Bank of America, N.A. The order, among other things, limited the class to Chase’s and Citibank’s cardholders. All defendants remain in the case because the class of Chase’s and Citibank’s cardholders brought claims against all defendants.

In re Initial Public Offering Securities

Beginning in 2001, Robertson Stephens, Inc. (an investment banking subsidiary of FleetBoston that ceased operations during 2002), BAS, other underwriters, and various issuers and others, were named as defendants in purported class action lawsuits alleging violations of federal securities laws in connection with the underwriting of initial public offerings (IPOs) and seeking unspecified damages. Robertson Stephens, Inc. and BAS were named in certain of the 309 purported class actions that have been consolidated in the U.S. District Court for the Southern District of New York as In re Initial Public Offering Securities Litig. The plaintiffs contend that the defendants failed to make certain required disclosures, manipulated prices of IPO securities through, among other things, alleged agreements with institutional investors receiving allocations to purchase additional shares in the aftermarket, and false and misleading analyst reports. On October 13, 2004, the court granted in part and denied in part plaintiffs’ motions to certify as class actions six of 309 cases filed. The underwriter defendants are currently seeking a discretionary appeal of that decision in the U.S. Court of Appeals for the Second Circuit. Discovery is proceeding in the underlying actions.

In addition, the plaintiffs have reached a settlement with 298 of the issuer defendants in which the issuer defendants guaranteed that the plaintiffs will receive at least $1 billion in the settled actions and assigned to the plaintiffs the issuers’ interest in all claims against the underwriters for “excess compensation.” On February 15, 2005, the court conditionally approved the settlement, with a fairness hearing still to be scheduled. The plaintiffs have not reached a settlement with any of the underwriter defendants, including Robertson Stephens, Inc. and BAS.

Robertson Stephens, Inc. and other underwriters also have been named as defendants in class action lawsuits filed in the U.S. District Court for the Southern District of New York under the antitrust laws alleging that the underwriters conspired to manipulate the aftermarkets for IPO securities and to extract anticompetitive fees in connection with IPOs. Those antitrust lawsuits have been dismissed. Plaintiffs have appealed that decision to the Court of Appeals for the Second Circuit.

Miller

On August 13, 1998, Bank of America, N.A.’s predecessor was named as a defendant in a class action filed in Superior Court of California, County of San Francisco entitled Paul J. Miller v. Bank of America, N.A. challenging its practice of debiting accounts that received, by direct deposit, governmental benefits to repay fees incurred in those accounts. The action alleges fraud, negligent misrepresentation and violations of certain California laws. On October 16, 2001, a class was certified consisting of more than one million California residents who have, had, or will have, at any time after August 13, 1994, a deposit account with Bank of America, N.A. into which payments of public benefits are or have been directly deposited by the government. The case proceeded to trial on January 20, 2004.

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On February 15, 2004, the jury found that Bank of America, N.A. violated certain California laws and imposed damages of approximately $75 million and awarded the class representative $275,000 in emotional distress damages. The jury also assessed a $1,000 penalty as to those members of the class suffering substantial economic or emotional harm as a result of the practice but did not determine which or how many class members are entitled to the penalty.

On December 30, 2004, the trial court issued a final ruling on claims tried to the court at the conclusion of the February 2004 jury trial. The ruling awarded the plaintiff class restitution in the amount of $284 million, plus attorneys’ fees. The ruling also concluded that any class members whose accounts were wrongfully debited and suffered substantial emotional or economic harm would be entitled to an additional $1,000 penalty, but did not determine which or how many class members are entitled to the penalty, and included injunctive relief, which was temporarily stayed.

On March 4, 2005, the trial court entered judgment on the jury verdict and the claims tried to the court. The judgment awards the plaintiff class restitution in the amount of $284 million, plus attorneys’ fees. The judgment also provides that any class members whose accounts were assessed an insufficient funds fee in violation of law suffered substantial emotional or economic harm and are entitled to an additional $1,000 penalty, and includes injunctive relief, which is temporarily stayed. Bank of America, N.A. has filed in the trial court post-judgment motions and a motion for a stay of the injunction, which motions are pending.

Mutual Fund Operations Matters

On March 15, 2004, the Corporation announced agreements in principle with the New York Attorney General (the “NYAG”) and the SEC to settle matters related to late trading and market timing of mutual funds. The Corporation agreed, without admitting or denying wrongdoing, to (1) pay $250 million in disgorgement and $125 million in civil penalties; (2) the issuance of an order against three subsidiaries of the Corporation, Banc of America Capital Management, LLC (“BACAP”), BACAP Distributors, LLC (“BACAP Distributors”), and BAS to cease and desist from violations of the federal securities laws, as well as the implementation of enhanced governance and compliance procedures; (3) retain an independent consultant to review BACAP’s, BACAP Distributor’s and BAS applicable compliance, control and other policies and procedures; and (4) exit the unaffiliated introducing broker/dealer clearing business. In addition, the agreement with the NYAG provides for reduction of mutual fund management fees of the Nations Funds by $80 million over five years. These settlements were finalized with the NYAG and the SEC on February 9, 2005.

On February 24, 2004, the SEC filed a civil action in the U.S. District Court for the District of Massachusetts against two FleetBoston subsidiaries, Columbia Management Advisors, Inc. and Columbia Funds Distributor, Inc. (the “Columbia Subsidiaries”), alleging that the Columbia Subsidiaries allowed certain customers to engage in short-term or excessive trading without disclosing this fact in the relevant fund prospectuses. The complaint alleged violations of federal securities laws in relation to at least nine trading arrangements pertaining to these customers during the period 1998-2003, and requested injunctive and monetary relief. A similar action was filed the same day in a state court in New York by the NYAG, claiming relief under New York state statutes. On March 15, 2004, FleetBoston and its subsidiaries announced agreements in principle with the NYAG and the SEC, agreeing, without admitting or denying wrongdoing, to (1) pay $70 million in disgorgement and $70 million in civil penalties; (2) the issuance of an order requiring the Columbia Subsidiaries to cease and desist from violations of the federal securities laws, as well as the implementation of enhanced governance and compliance procedures; and (3) retain an independent consultant to review the Columbia Subsidiaries’ applicable compliance, control and other policies and procedures. In addition, the agreement with the NYAG provides for reduction of mutual fund management fees of the Columbia funds by $80 million over five years. These settlements were finalized with the NYAG and the SEC on February 9, 2005.

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On February 9, 2005, the Corporation entered an agreement with the Federal Reserve Bank of Richmond, and Bank of America, N.A. entered an agreement with the Office of the Comptroller of the Currency (“OCC”). Under the agreements, the Corporation and Bank of America, N.A. agreed to continue with existing plans to implement remedial actions. The federal banking regulators did not impose any monetary penalties or fines under the agreements.

The Corporation is continuing to respond to inquiries from federal and state regulatory and law enforcement agencies concerning mutual fund related matters.

Private lawsuits seeking unspecified damages concerning mutual fund trading against the Corporation and its pre-FleetBoston-merger subsidiaries include putative class actions purportedly brought on behalf of shareholders in Nations Funds mutual funds, derivative actions brought on behalf of one or more Nations Funds mutual funds by Nations Funds shareholders, putative ERISA class actions brought on behalf of participants in the Corporation’s 401(k) plan, derivative actions brought against the Corporation’s directors on behalf of the Corporation by shareholders in the Corporation, class actions and derivative actions brought by shareholders in third-party mutual funds alleging that the Corporation or its subsidiaries facilitated improper trading in those funds, and a private attorney general action brought under California law. The lawsuits filed to date with respect to FleetBoston and its subsidiaries include putative class actions purportedly brought on behalf of shareholders in Columbia mutual funds, derivative actions brought on behalf of one or more Columbia mutual funds or trusts by Columbia mutual fund shareholders, and an individual shareholder action.

On February 20, 2004, the Judicial Panel on Multidistrict Litigation (“MDL Panel”) ordered that all lawsuits pending in federal court with respect to alleged late trading or market timing in mutual funds be transferred to the U.S. District Court for the District of Maryland for coordinated pre-trial proceedings. The private lawsuits have been transferred to the court with the exception of one case that was remanded to a state court in Illinois and two cases where motions to remand to state court remain pending. On September 29, 2004, plaintiffs filed consolidated amended complaints in the U.S. District Court for the District of Maryland.

On February 25, 2005, the Corporation and the other defendants filed motions to dismiss the claims in the pending cases.

Parmalat Finanziaria S.p.A.

On December 24, 2003, Parmalat Finanziaria S.p.A. was admitted into insolvency proceedings in Italy, known as “extraordinary administration.” The Corporation, through certain of its subsidiaries, including Bank of America, N.A., provided financial services and extended credit to Parmalat and its related entities. On June 21, 2004, Extraordinary Commissioner Dr. Enrico Bondi filed with the Italian Ministry of Production Activities a plan of reorganization for the restructuring of the companies of the Parmalat group that are included in the Italian extraordinary administration proceeding.

In July 2004, the Italian Ministry of Production Activities approved a restructuring plan, as amended, for the Parmalat group companies that are included in the Italian extraordinary administration proceeding. This plan will be voted on by creditors whose claims the Court of Parma recognizes as valid. Voting is expected to take place by June 30, 2005. In August 2004, the Extraordinary Commissioner filed objections to certain claims with the Court of Parma, Italy. In that filing, the Extraordinary Commissioner rejected all the Corporation’s claims on various grounds. On September 18, 2004, the Corporation filed its responses to the filing with the Court of Parma and on December 16, 2004, the court admitted and accepted the majority of the Corporation’s claims. The Corporation will appeal the court’s decision regarding the portion of its claims which were not admitted.

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On January 8, 2004, The Public Prosecutor’s Office for the Court of Milan, Italy identified Luca Sala, a former employee, as a subject of its investigation into the Parmalat matter. On March 2, 2004, the Public Prosecutor further advised the Corporation that the activities of the Corporation and two additional employees in Milan, Italy, Luis Moncada and Antonio Luzi, were also under investigation. These employees concurrently submitted letters of resignation.

On May 26, 2004, the Public Prosecutor’s Office filed criminal charges against the Corporation’s former employees, Antonio Luzi, Luis Moncada, and Luca Sala, alleging market manipulation in connection with Parmalat. The Public Prosecutor’s Office also filed a related charge against the Corporation asserting administrative liability based on an alleged failure to maintain an organizational model sufficient to prevent the alleged criminal activities of its former employees.

Preliminary hearings regarding the administrative charge against the Corporation and the criminal charges against the former employees have been held in the Court of Milan, Italy, the first of which took place on October 5, 2004. At this and subsequent hearings, a number of persons filed requests to participate in the proceedings as damaged civil parties under Italian law. Various preliminary hearings and pre-trial proceedings are on-going.

On March 5, 2004, a First Amended Complaint was filed in a putative securities class action pending in the U.S. District Court for the Southern District of New York entitled Southern Alaska Carpenters Pension Fund et al. v. Bonlat Financing Corporation et al., which names the Corporation as a defendant. The First Amended Complaint alleges causes of action against the Corporation for violations of the federal securities laws based upon the Corporation’s alleged role in the alleged Parmalat accounting fraud. This action was consolidated with several other class actions filed against multiple defendants, and on October 18, 2004, an Amended Consolidated Complaint was filed. Unspecified damages are being sought. The Corporation filed a motion to dismiss the Amended Consolidated Complaint. The motion to dismiss is pending.