RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
BANK OF AMERICA CORPORATION
May 23, 2000
WHEREAS, the Board of Directors 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 its unsecured debt securities (the "Debt
Securities"), common stock and other securities in one or more
public offerings, (x) $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 "1998 Shelf"); and (y) $15,000,000,000 of which securities
have been registered with the Commission pursuant to the
Corporation's registration statement on Form S-3, Registration
No. 333-83503 (the "1999 Shelf");
WHEREAS, the Corporation has allocated an aggregate
principal amount of $5,000,000,000 of the 1998 Shelf to a medium
term note program, and has issued and sold pursuant to the 1998
Shelf $4,450,000,000 of its Debt Securities in underwritten
public offerings leaving an additional $550,000,000 in aggregate
principal amount of unallocated Debt Securities, common stock and
other securities that may be issued and sold pursuant to the 1998
Shelf; and
WHEREAS, the Corporation has not issued or sold any of its
Debt Securities under the 1999 Shelf; and
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at meetings duly called and
held on April 22, 1998 and June 23, 1999, this Committee (the
"Committee") was authorized by the Board to take action in
connection with the issuance of the Corporation's Debt
Securities, common stock and other securities to be offered at
the times and on terms to be determined by the Committee;
WHEREAS, this Committee has determined that "reopening" or
increasing by $900,000,000 the outstanding principal amount of 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; and
WHEREAS, no stop order suspending the effectiveness of any
of the above described Registration Statements has been received
by the Corporation and no proceedings for that purpose have been
instituted or threatened against the Corporation;
AUTHORIZATION OF 7.80% SUBORDINATED NOTES, DUE 2010
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on April 22, 1998 and June 23,
1999, 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 supplemented by a
First Supplemental Indenture dated as of August 28, 1998 (the
"Indenture"), the Corporation shall increase by $900,000,000
the outstanding principal amount of a series of its subordinated
indebtedness (initially in the aggregate principal amount of
$1,000,000,000), which series of subordinated notes is 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 Notes to be issued and sold under
the authority of these resolutions shall be those securities
previously authorized by the Board and registered for sale under
the following Registration Statements, which securities shall be
deemed sold from the oldest Registration Statement first as
follows:
SHELF AMOUNT
1998 $550,000,000
1999 $350,000,000
-------------
TOTAL: $900,000,000
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, Charlotte, North
Carolina or Luxembourg, that is not a day on which banking
institutions in New York, New York, Charlotte, North Carolina or
Luxembourg are authorized or required by law or regulation to be
closed;
RESOLVED FURTHER, that the 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 except in those situations in which
the Corporation may become obligated to pay Additional Amounts
(as described herein), the Notes shall not be eligible for
redemption or entitled to any sinking fund and shall not be
subject to the provisions of Sections 14.02 and 14.03 of the
Indenture;
RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on May 23, 2000, at a price of 95.908802% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 96.408802% of the principal amount
plus interest accrued at the rate of 7.80% per annum from
February 14, 2000 up to the date of sale;
RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of 0.300% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of 0.240% 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
Clearstream Banking, societe anonyme (successor to Cedelbank),
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, 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
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, 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.,
Chief Executive Officer of the Corporation, John E. Mack, Senior
Vice President, James W. Kiser, Secretary of the Corporation, and
Allison Gilliam, Assistant Secretary, are hereby expressly
approved and accepted;
RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York, as
Trustee, shall act as 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, 21 West,
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 whenever the Trustee or Paying Agent,
in its capacity as such, shall deem it expedient, it may apply to
counsel for the Corporation for advice or instructions, and, for
its actions and good faith in such capacity, including, but not
limited to, action in reliance on such advice or instructions or
on advice of its own counsel, the Corporation shall fully protect
and hold harmless that agent from and against any liability;
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 May 23, 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 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 the listing of the Notes on the
Luxembourg Stock Exchange (the "LSE") is hereby authorized (but
shall not be required) and the appointment of the Banque Generale
due Luxembourg S.A. as listing agent for such listing purposes is
hereby ratified, confirmed and approved;
RESOLVED FURTHER, that the officers of the Corporation,
including John E. Mack, Senior Vice President, and Karen A.
Gosnell, Senior Vice President, or any other Authorized Officer
be, and they hereby are authorized to take any and all steps
necessary or desirable to accomplish the LSE listing (or to
withdraw such application), including the preparation and filing
of all requisite applications, fee agreements and documents and
the payment of all applicable fees and expenses;
RESOLVED FURTHER, that the Corporation shall pay as
additional interest on the Notes such additional amounts
("Additional Amounts") as may be necessary in order that the
net payment by the Corporation of the principal of and interest
on the Notes to a holder who is a Non-United States Person (as
hereinafter defined), after deduction for any present or future
tax, assessment or governmental charge of the United States, or a
political subdivision or authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than
the amount provided for in such Note to be then due and payable;
provided, however, that the foregoing obligation to pay
Additional Amounts shall not apply to:
(i) any tax, assessment or other governmental charge which
would not have been so imposed but for:
(a) the existence of any present or former connection
between such holder (or between a fiduciary, settlor,
beneficiary, member or stockholder of, or a person holding a
power over, such holder, if such holder is an estate, trust,
partnership or corporation) and the United States,
including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, member, stockholder or
person holding a power) being or having been a citizen or
resident or treated as a resident thereof or being or having
been engaged in a trade or business therein or being or
having been present therein or having or having had a
permanent establishment therein;
(b) such holder's present or former status as a
personal holding company, foreign personal holding company,
passive foreign investment company, private foundation or
other tax-exempt entity or controlled foreign corporation
for United States tax purposes or a corporation which
accumulates earnings to avoid United States federal income
tax; or
(c) such holder's status as a bank extending credit
pursuant to a loan agreement entered into in the ordinary
course of business;
(ii) any tax, assessment or governmental charge that would
not have been imposed or withheld but for the failure of the
holder to comply with certification, identification or
information reporting requirements under United States income tax
laws, without regard to any tax treaty, with respect to the
payment, concerning the nationality, residence, identity or
connection with the United States of the holder or a beneficial
owner of such Note, if such compliance is required by United
States income tax laws, without regard to any tax treaty, as a
precondition to relief or exemption from such tax, assessment or
governmental charge;
(iii) any tax, assessment or governmental charge that
would not have been so imposed or withheld but for the
presentation by the holder of such Note for payment on a date
more than 30 days after the date on which such payment became due
and payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(iv) any estate, inheritance, gift, sales, transfer, excise,
wealth or personal property tax or any similar tax, assessment or
governmental charge;
(v) any tax, assessment or governmental charge which is
payable otherwise than by withholding by the Corporation or the
Trustee from the payment of the principal of or interest on any
Note;
(vi) any tax, assessment or governmental charge required to
be withheld from such payment of principal of or interest on any
Note, if such payment can be made without such withholding or any
liability on the part of the Corporation;
(vii) any tax, assessment or other governmental charge
imposed on interest received by a person holding, actually or
constructively, 10% or more of the total combined voting power of
all classes of stock of the Corporation entitled to vote; or
(viii) any combination of items (i), (ii), (iii), (iv),
(v), (vi) or (vii);
nor shall Additional Amounts be paid with respect to any payment
of the principal of or interest on any Note to a person other
than the sole beneficial owner of such payment or that is a
partnership or fiduciary to the extent such beneficial owner,
member of such partnership, beneficiary or settlor to the extent
either (i) such beneficial owner, member of such partnership or
beneficiary or settlor with respect to such fiduciary would not
have been entitled to the payment of Additional Amounts had such
beneficial owner, member, beneficiary or settlor held its
interest in the Note directly, or (ii) the person holding the
Note does not provide a statement in the form, manner and time
required by applicable United States income tax laws, from such
beneficial owner, member of such partnership, or beneficiary or
settlor with respect to such fiduciary concerning its
nationality, residence, identity or connection with the United
States.
"Non-United States Person" means any holder of the notes
other than a United States person. A "United States Person"
means a citizen or resident of the United States, a corporation
or a partnership (or other entity treated as a corporation or
partnership for federal income tax purposes, including certain
limited liability companies) created or organized under the laws
of the United States, an estate the income of which is subject to
United States federal income tax regardless of its source, or a
trust for which one or more United States persons have the
authority to control all substantial decisions and for which a
court of the United States can exercise primary supervision over
the trust's administration;
RESOLVED FURTHER, that the Notes may be redeemed at the
option of the Corporation in whole, but not in part, at any time,
on giving not less than 30 nor more than 60 days' notice to the
Trustee and the holders of the Notes, if the Corporation has or
may become obliged to pay Additional Amounts as a result of any
change in, or amendment to, the laws or regulations of the United
States or any political subdivision or any authority thereof or
therein having power to tax, or any change in the application or
official interpretation of such laws or regulations after the
date of the Prospectus Supplement;
Prior to the publication of any notice of redemption, the
Corporation shall deliver to the Trustee a certificate signed by
the Chief Financial Officer or a Senior Vice President of the
Corporation stating that the Corporation is entitled to effect
such redemption and setting forth a statement of facts showing
the conditions precedent to the right to redeem;
Notes so redeemed will be redeemed at 100% of their
principal amount together with interest accrued to (but
excluding) the date of redemption;
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.