RESOLUTIONS OF
                    THE BOARD OF DIRECTORS OF
                   BANK OF AMERICA CORPORATION

                         February 8, 2000

     WHEREAS, the Board of Directors (the "Board") of Bank of
America Corporation (the "Corporation") previously has authorized
and approved the issuance and sale for cash, at any
time or from time to time, of (i) its unsecured debt securities
(the "Debt Securities"), (ii) shares of its preferred stock, including
depositary shares (the "Preferred Stock"), and (iii) shares of its
Common Stock (the "Common Stock"), (iv) warrants ("Warrants"),
and (v) units ("Units") in one or more public offerings,
$10,000,000,000 of which securities have been registered with the
Securities and Exchange Commission (the "Commission") pursuant to
the Corporation's registration statement on Form S-3, Registration
No. 333-51367, as amended (the "May 1998 Shelf");

     WHEREAS, the Corporation has issued and sold pursuant to the
May 1998 Shelf $3,450,000 of its Debt Securities in underwritten public
offerings and has presently reserved up to $5,000,000,000 of Debt
Securities for a medium-term note program, leaving an additional
$1,550,000,000 in aggregate principal amount of Debt Securities,
Preferred Stock, Common Stock, Warrants and Units that may be issued
and sold under the May 1998 Shelf; and

     WHEREAS, by resolutions adopted by the Board of the
Corporation at a meeting duly called and held on April 22, 1998,
this Committee was appointed by the Board (the
"Committee") with full authority to take action in connection
with the issuance of the Corporation's Debt Securities (either senior
or subordinated and including medium-term notes),
and Preferred Stock, Common Stock, Warrants and Units, including
those securities registered by the May 1998 Shelf, (collectively,
the "Securities") to be offered at the times and on terms to be
determined by the Committee; and

     WHEREAS, no stop order suspending the effectiveness of the
above described Registration Statement has been received by the
Corporation and no proceedings for that purpose have been instituted
or threatened against the Corporation; and

     WHEREAS, the Committee has determined that issuing a series
of its subordinated notes, initially in the aggregate principal amount
of $1,000,000,000, is advisable and in the Corporation's best interests;


               AUTHORIZATION OF SUBORDINATED NOTES

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on April 22, 1998, and the terms
and provisions of the Indenture between the Corporation
and The Bank of New York, as trustee (the "Trustee"), dated as of
January 1, 1995, as amended by First Supplemental Indenture dated
as of August 28, 1998  (the "Indenture "), the Corporation
shall issue a series of its subordinated unsecured indebtedness
initially consisting of $1,000,000,000 in aggregate principal amount
of its 7.80% Subordinated Notes, due 2010, which
series of subordinated notes shall be designated "7.80%
Subordinated Notes, due 2010" (the "Notes"), and which shall be subject
to the terms and entitled to the benefits of the Indenture;

  RESOLVED FURTHER, that the amount of this series of Notes shall
be initially limited to $1,000,000,000 (the "Initial Series"), but may
be increased upon delivery of a Supplemental Officers Certificate
setting forth the terms of such additional amount;

  RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7.80% per annum, which interest shall accrue from February 14, 2000,
and be payable semiannually on February 15 and August 15, commencing
August 15, 2000; and the record date for the interest payable shall be
the close of business on the last day of the calendar month next preceding
each interest payment date;

  RESOLVED FURTHER, that the maturity date of the Notes shall be
February 15, 2010;

  RESOLVED FURTHER, that, with respect to the Notes, a "Business
Day" shall mean any day, other than a Saturday or Sunday or a legal
holiday in New York, New York or Charlotte, North Carolina, that is
not a day on which banking institutions in New York, New York, or
Charlotte, North Carolina are authorized or required by law or
regulation to be closed;

  RESOLVED FURTHER, that the Initial Series of Notes shall be
sold to Banc of America Securities LLC and the other Underwriters
(as named in the Underwriting Agreement hereinafter described) (the
"Underwriters"), pursuant to the terms of the Underwriting Agreement,
who the Committee understands will reoffer the Notes for sale in a public
offering;

  RESOLVED FURTHER, that the Notes shall not be eligible for redemption
or entitled to any sinking fund and shall not be subject to the provisions
of Section 14.02 and 14.03 of the Indenture;

  RESOLVED FURTHER, that the Initial Series of Notes shall be
sold to the Underwriters on February 8, 2000, at a price of 99.233% of
the principal amount, and that the Initial Series of
Notes shall be initially offered to the public at a price of
99.733% of the principal amount;

  RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Initial Series of
Notes to certain dealers at the initial public offering price,
less a concession not in excess of 0.30% of the principal amount
of the Notes, and that the Underwriters may allow, and such dealers
may reallow, a concession not in excess of 0.25% of
such principal amount on sales to other dealers;

  RESOLVED FURTHER, that the Notes shall be issued as Registered
Securities (as defined in the Indenture) initially in book-entry only form,
represented by one or more global notes registered in the name of The
Depository Trust Company, or its nominee, and eligible to
trade through the facilities of Cedel Bank, societe anonyme, and
Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System, in the manner
requested by the Representatives (as defined in the Underwriting
Agreement), in denominations of $1,000 or integral multiples thereof,
and shall be dated the date of authentication and delivery
of the Initial Series of Notes, which date shall occur on or
about February 14, 2000 and the form of registered note presented
to this Committee and attached to the minutes hereof as Exhibit A,
together with such modifications as are appropriate to reflect
the determinations of the Committee, is hereby in all respects approved;

  RESOLVED FURTHER, that the Notes shall be executed in the name
of and on behalf of the Corporation by the Chief Executive Officer,
or any Senior or other Vice President, the corporate seal thereon shall
be attested by the Secretary or any Assistant Secretary, and the
signatures of the Chief Executive Officer, any Senior or other
Vice President, the Secretary and any Assistant Secretary may be
in the form of facsimile signatures of the present or any future
Chief Executive Officer, Senior or other Vice President, Secretary
or Assistant Secretary, and should any officer of the Corporation who
signs, or whose facsimile signature appears upon, any
of the Notes, cease to be such an officer prior to the issuance
of such Notes, the Notes so signed or bearing such facsimile signature
shall, nevertheless, be valid, and, without prejudice to the use
of the facsimile signatures of any other officer as hereinbefore
authorized, the facsimile signatures of Hugh L. McColl, Jr.,
Chairman and Chief Executive Officer of the Corporation,
John E. Mack, Senior Vice President of the Corporation, James W.
Kiser, Secretary of the Corporation, and Allison Gilliam, Assistant
Secretary of the Corporation, are hereby expressly approved and accepted;

  RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the Chairman and Chief Executive Officer, the Chief
Financial Officer, any Senior Vice President or any Associate General
Counsel of the Corporation (each, an "Authorized Officer") be, and each of
them is, hereby authorized and empowered to cause the Notes, upon
execution thereof, to be delivered to the Trustee under the Indenture,
or to any agent designated by the Trustee, for authentication and
delivery by it and to deliver to said Trustee or agent thereof, as
the case may be, the written order of the corporation for the
authentication and delivery of the Notes and to
negotiate, execute and deliver any and all agreements and other
documents and certificates necessary in connection with the issuance,
sale and delivery of the Notes;

  RESOLVED FURTHER, that, unless and until otherwise determined
by an Authorized Officer, The Bank of New York, as Trustee, shall
act as the agent for the Corporation for the registration, transfer,
exchange and payment of the Notes (the "Paying Agent"), and as
authenticating agent, and that the offices of the Trustee located
at 101 Barclay Street, New York, New York, hereby is designated,
pursuant to the provisions of the Indenture, as the office or
agency of the Corporation where the Notes may be presented for
registration, transfer, exchange and payment, and the proper officers
of the Corporation are hereby authorized and empowered to
execute and deliver any documents required by the Trustee under
the Indenture in connection with such duties;

  RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver, and this Committee hereby
approves, the underwriting agreement (the "Underwriting Agreement"),
dated as of February 8, 2000, among the Corporation
and the Representatives (as defined therein), in the form
presented to the Committee and attached to the minutes hereof as
Exhibit B, relating, among other things, to the sale of the Initial Series of
Notes, and to the indemnification of and contribution to the
Underwriters, and such Underwriting Agreement shall be, and it
hereby is, in all respects authorized and approved, the execution
thereof being conclusive evidence of such approval;


  RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to take all steps deemed necessary by such
officer to issue and sell the Initial Series and to increase the amount
of issued and outstanding Notes of this series up to the maximum
authorized hereunder, such actions to include delivery of appropriate
Officers Certificates and Company Orders; the execution and delivery
of additional Notes; the selection of one or more underwriters and
the negotiation, execution and delivery of an appropriate Underwriting
Agreement; the preparation of necessary amendments or supplements
to the Prospectus Supplement for the Notes; and the execution and
delivery of necessary closing documents; and

  RESOLVED FURTHER, that the officers of the Corporation be, and
they hereby are, authorized and directed to do any and all things
necessary, appropriate or convenient to carry into effect the foregoing
resolutions.