HITS GUARANTEE AGREEMENT

Exhibit 4.12

HITS G UARANTEE A GREEMENT

by and between

BANK OF AMERICA CORPORATION,

as Guarantor

and

THE BANK OF NEW YORK,

as Guarantee Trustee

relating to

BAC CAPITAL TRUST XIII

Dated as of February 16, 2007

BANK OF AMERICA CORPORATION

Certain Sections of this HITS Guarantee Agreement relating to Sections 310 through 318,

inclusive, of the Trust

Indenture Act of 1939:

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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HITS G UARANTEE A GREEMENT , dated as of February 16, 2007, between Bank of America Corporation, a Delaware corporation (the “ Guarantor ”), having its principal office at 100 North Tryon Street, Charlotte, North Carolina 28255, and The Bank of New York, a Delaware banking corporation, as trustee (the “ Guarantee Trustee ”), for the benefit of the Holders from time to time of Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII, a Delaware statutory trust (the “ Trust ”).

R ECITALS OF THE G UARANTOR

The Trust may issue and initially is issuing on the date hereof 700,000 Preferred HITS (as defined herein) having the terms set forth in an Amended and Restated Declaration of Trust, of even date herewith (the “ Declaration ”), among Bank of America Corporation, as sponsor, the Property Trustee, the Delaware Trustee and the Regular Trustees (each as named therein) and the holders from time to time of the Trust Securities.

The Preferred HITS will be issued by the Trust, and the proceeds thereof, together with the proceeds from the issuance of the Trust’s Common Securities, will be used to purchase the Notes, which initially will be pledged by the Trust, acting through The Bank of New York, as Property Trustee for the Trust (the “ Property Trustee ”), to The Bank of New York Trust Company, N.A., as collateral agent for the Guarantor, pursuant to the Collateral Agreement, dated as of the date hereof, among the Guarantor, The Bank of New York Trust Company, N.A., as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust.

As an incentive for the Holders to purchase the Preferred HITS, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the HITS the Guarantee Payments and to make certain other payments on the terms and conditions set forth herein.

N OW , THEREFORE , THIS HITS G UARANTEE A GREEMENT W ITNESSETH : For and in consideration of the purchase of Preferred HITS by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this HITS Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I

Definitions

Section 1.1 Definitions.

For all purposes of this HITS Guarantee Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.

(b) All other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein.

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(c) The words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar import refer to this HITS Guarantee Agreement as a whole and not to any particular Article, Section or other subdivision.

(d) Unless the context otherwise requires, any reference to an “Article”, a “Section” or another subdivision refers to an Article, a Section or another subdivision, as the case may be, of this HITS Guarantee Agreement.

“ Affiliate ” has the same meaning as given that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule.

“ Authorized Officer ” of any Person means the Chief Executive Officer, President, Chief Financial Officer, any Vice President, Treasurer, Assistant Treasurer, Associate General Counsel or other Person authorized to bind such Person.

“ Base Indenture ” has the meaning specified in the Declaration.

“ Class ” has the meaning specified in the Declaration.

“ Common Security ” has the meaning specified in the Declaration.

“Contract Payments” has the meaning specified in the Stock Purchase Contract Agreement.

“ Corporate HITS ” has the meaning specified in the Declaration.

“ Declaration ” means the Amended and Restated Declaration of the Trust referred to in the recitals to this HITS Guarantee Agreement, as modified, amended or supplemented from time to time.

“ Distributions ” has the meaning specified in the Declaration.

“ Event of Default ” means (i) a default by the Guarantor in any of its payment obligations under this HITS Guarantee Agreement or (ii) a default by the Guarantor in any other obligation hereunder that remains unremedied for 30 days.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the HITS of any Class, to the extent not paid or made by or on behalf of the Trust: (i) any accumulated and unpaid Distributions required to be paid on the HITS of such Class, to the extent the Trust shall have funds on hand available therefor at such time; (ii) the Redemption Price with respect to any HITS called for redemption by the Trust (other than in connection with the redemption of Corporate HITS in exchange for Notes), to the extent the Trust shall have funds on hand available therefor at such time; and (iii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Trust, other than in connection with the distribution of a Like Amount of Corresponding Assets (as defined in the Declaration) to the Holders of Preferred HITS and Trust Common Securities, the lesser of (a) the Liquidation Distribution with respect to each Class of the HITS, to the extent that the Trust shall have funds on hand available therefor at such time and (b) the amount of assets of the Trust has remaining available for distribution to Holders of the HITS on liquidation of the Trust.

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“ Guarantee Trustee ” means The Bank of New York, solely in its capacity as Guarantee Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this HITS Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

“ Guarantor ” has the meaning specified in the first paragraph of this HITS Guarantee Agreement.

“ HITS ” means the Preferred HITS, Treasury HITS, and Corporate HITS.

“ HITS Guarantee Agreement ” means this HITS Guarantee Agreement, as modified, amended or supplemented from time to time.

“ Holder ” means any Holder (as defined in the Declaration) of any HITS; provided, however, that in determining whether the holders of the requisite percentage of HITS of any Class or Classes have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

“ Indenture ” has the meaning specified in the Declaration.

“ Indemnified Person ” has the meaning specified in Section 3.3(c).

“ Liquidation Distribution ” has the meaning specified in the Declaration.

“ List of Holders ” has the meaning specified in Section 2.2(a).

“ Majority in Liquidation Amount ” has the meaning specified in the Declaration.

“ Notes ” has the meaning specified in the Declaration.

“ Officers’ Certificate ” means, with respect to any Person, a certificate signed by an Authorized Officer of such person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this HITS Guarantee Agreement shall include:

(i) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(ii) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

(iii) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(iv) a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with.

“ Person ” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Preferred HITS ” has the meaning specified in the Declaration.

“ Redemption Price ” has the meaning specified in the Declaration.

“ Responsible Officer ” means, with respect to the Guarantee Trustee, any officer within the corporate trust department of the Guarantee Trustee, including any vice president, assistant vice president, assistant secretary, assistant secretary, assistant treasurer, trust officer or any other officer of the Guarantee Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Declaration.

“ Senior Obligations ” has the meaning specified in the Thirteenth Supplemental Indenture.

“ Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of the date hereof, between the Guarantor and the Trust, acting through The Bank of New York, as Property Trustee.

“ Successor Guarantee Trustee ” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

“ Thirteenth Supplemental Indenture ” has the meaning specified in the Declaration.

“ Treasury HITS ” has the meaning specified in the Declaration.

“ Trust ” has the meaning specified in the first paragraph of this HITS Guarantee Agreement.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbb), as amended and as in effect on the date of this HITS Guarantee Agreement, except as provided in Section 9.5 of the Indenture.

“ Vice President ” when used with respect to the Guarantor means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

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ARTICLE II

Trust Indenture Act

Section 2.1 Trust Indenture Act; Application.

Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a matter of contract to this HITS Guarantee Agreement for purposes of interpretation, construction and defining the rights and obligations hereunder, and this HITS Guarantee Agreement, the Guarantor and the Guarantee Trustee shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this HITS Guarantee Agreement were qualified under the Trust Indenture Act on the date hereof. Except as otherwise expressly provided herein, if and to the extent that any provision of this HITS Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 2.2 List of Holders.

(a) The Guarantor shall provide the Guarantee Trustee with a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (a “ List of Holders ”) as of such date, (i) within 10 days after each record date, and (ii) at any other time within 30 days of receipt by the Guarantor of a written request for a List of Holders as of a date no more than 10 days before such List of Holders is given to the Guarantee Trustee; provided that the Guarantor shall not be obligated to provide such List of Holders at any time the List of Holders does not differ from the most recent List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with the requirements of Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.3 Reports by the Guarantee Trustee.

Within 60 days after March 31 of each year (commencing with the year of the first anniversary of the issuance of the HITS), the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4 Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

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Section 2.5 Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this HITS Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

Section 2.6 Events of Default; Waiver.

The Holders of at least a Majority in Liquidation Amount of the HITS may, by vote, on behalf of the Holders of all the HITS, waive any past default or Event of Default and its consequences; provided that each Class of HITS shall be entitled, in the case of any default or Event of Default that affects such Class differently from the other Class or Classes, to vote separately as a Class with respect thereto. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this HITS Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 2.7 Events of Default; Notice.

(a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default actually known to a Responsible Officer of the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders of the HITS, notice of any such Event of Default known to the Guarantee Trustee, unless such Event of Default has been cured before the giving of such notice, provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this HITS Guarantee Agreement shall have obtained written notice, of such Event of Default.

Section 2.8 Conflicting Interests.

(a) The Declaration shall be deemed to be specifically described in this HITS Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

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ARTICLE III

Powers, Duties and Rights of the Guarantee Trustee

Section 3.1 Powers and Duties of the Guarantee Trustee.

(a) This HITS Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this HITS Guarantee Agreement to any Person except to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Guarantee Trustee hereunder. The right, title and interest of the Guarantee Trustee, as such, hereunder shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this HITS Guarantee Agreement for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this HITS Guarantee Agreement (including pursuant to Section 2.1), and no implied covenants shall be read into this HITS Guarantee Agreement against the Guarantee Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), t