Filed Pursuant to Rule 433
Registration Nos. 333-123714 and 333-123714-02
BAC CAPITAL TRUST XII
6 7/8% CAPITAL SECURITIES
FINAL TERM SHEET
Dated July 26, 2006
| Issuer: | BAC Capital Trust XII | |
| Ratings: | Aa3(Moody’s)/A(S&P)/A+(Fitch) | |
| Size: | 30,000,000 capital securities | |
| Issue Price and Liquidation Amount: | $25 per capital security | |
| Issue Amount of Capital Securities: | $750,000,000 | |
| Cash Distributions: | Annual rate of 6 7/8% of the stated liquidation amount of $25 per capital security | |
| Distribution Dates: | February 2, May 2, August 2 and November 2 of each year, beginning November 2, 2006 | |
| Cumulative: | Yes | |
| Day Count: | 30/360 | |
| Maturity of BAC Junior Subordinated Notes: | August 2, 2055, unless prepaid earlier | |
| Interest Rate of BAC Junior Subordinated Notes: | Annual rate of 6 7/8% per $25 principal amount, from and including August 2, 2006 | |
| Interest Payment Dates of BAC Junior Subordinated Notes: | February 2, May 2, August 2 and November 2 of each year, beginning November 2, 2006 | |
| Additional Interest on Deferred Distributions: |
Annual rate of 6 7/8% of the unpaid distributions, compounded quarterly | |
| Redemption Provisions: |
The capital securities have no stated maturity but must be redeemed upon the maturity of the Bank of America Corporation Junior Subordinated Notes on August 2, 2055 or their earlier prepayment. | |
| First Optional Call Date: |
August 2, 2011 | |
| Cash Payment Deferral: |
Up to 20 quarters | |
| Public Offering Price: |
$750,000,000 in the aggregate | |
| Bookrunning Manager |
Banc of America Securities LLC | |
| Joint Lead Manager |
Incapital LLC | |
| Senior Co-Managers: |
A.G. Edwards Citigroup Merrill Lynch & Co. Morgan Stanley UBS Investment Bank Wachovia Securities | |
| Junior Co-Managers |
Bear, Stearns & Co. Inc. Goldman, Sachs & Co. HSBC Lehman Brothers RBC Capital Markets Wells Fargo Securities | |
| Settlement Date: |
August 2, 2006 (DTC) | |
| Listing: |
NYSE | |
| CUSIP |
05633T 20 9 | |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free at 1-800-294-1322 or you may e-mail a request to dg.prospectus_distribution@bofasecurities.com.