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EXHIBIT 4
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BANC OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, N.A.,
as Servicer,
and
WELLS FARGO BANK, N.A.,
as Trustee
AMENDMENT NO. 1
Dated March 25, 2005
to
POOLING AND SERVICING AGREEMENT
Dated May 27, 2004
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Banc of America Alternative Loan Trust 2004-5
Mortgage Pass-Through Certificates
Series 2004-5
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<PAGE>
AMENDMENT NO. 1, dated March 25, 2005, (the "Amendment"), to
the
Pooling and Servicing Agreement dated May 27, 2004 (the
"Agreement") among BANC
OF AMERICA MORTGAGE SECURITIES, INC., as depositor (the
"Depositor"), BANK OF
AMERICA, N.A., as servicer (the "Servicer") and WELLS FARGO
BANK, N.A., as
trustee (the "Trustee").
WHEREAS, Section 11.01(i) of the Agreement provides, among
other
things, that the Depositor, the Servicer and the Trustee may
amend the
Agreement, subject to certain provisos, without the consent of
the Holders of
Certificates, for the purpose of curing any ambiguity or mistake
to the
provisions of the Agreement.
WHEREAS, the Depositor, the Servicer and the Trustee desire to
amend
the Agreement, as set forth in this Amendment to correct a
mistake.
NOW THEREFORE, in consideration of the mutual agreements
herein
contained, the Depositor, the Master Servicer and the Trustee
agree as follows:
All terms used in this Amendment which are defined in the
Agreement,
either directly or by reference therein, have the meanings
assigned to them
therein, except to the extent such terms are defined or modified
in this
Amendment or the context clearly requires otherwise.
Section 1. Amendment of Section 5. Section 5.02(b)(iv) is
hereby
deleted and replaced in its entirety with the following:
On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 4, the amount distributable to the
Group 4 Senior
Certificates pursuant to Section 5.02(a)(iii) for such
Distribution Date, will
be distributed sequentially, to the Class 4-A-1 and Class 4-A-2
Certificates, in
that order, until their Class Certif
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