RESOLUTIONS OF COMMITTEE
          APPOINTED BY THE BOARD OF DIRECTORS OF
                BANK OF AMERICA CORPORATION

                   January 17, 2001

     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, $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 issued and sold pursuant to the
1999 Shelf $350,000,000 of its Debt Securities in underwritten
public offerings leaving an additional $14,650,000,000 in
aggregate principal amount of unallocated Debt Securities, common
stock and other securities that may be issued and sold pursuant
to the 1999 Shelf;

     WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on 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 issuing a series
of Debt Securities in the form of ten-year subordinated notes,
initially in the principal amount of $3,000,000,000 is advisable
and in the best interests of the Corporation; 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;

      AUTHORIZATION OF 7.40% SUBORDINATED NOTES, DUE 2011

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on June 23, 1999, and the terms
and provisions of the Indenture between the Corporation and The
Bank of New York, as trustee (the "Subordinated Trustee"),
dated as of January 1, 1995, as supplemented by a First
Supplemental Indenture dated as of August 28, 1998 (the
"Subordinated Indenture"), the Corporation may issue a series
of its subordinated indebtedness initially in the aggregate
principal amount of $3,000,000,000, which series of subordinated
notes is designated "7.40% Subordinated Notes, due 2011" (the
"Subordinated Notes"), and which shall be subject to the terms
and entitled to the benefits of the Subordinated Indenture;

     RESOLVED FURTHER, that the Subordinated 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 1999 Shelf;

     RESOLVED FURTHER, that the amount of this series of
Subordinated Notes shall initially be set at $3,000,000,000, but
may be increased at any time within the next 12 months (or as
permitted by Internal Revenue Services regulations) upon delivery
of a supplemental officers certificate setting forth the terms of
such additional amounts;

     RESOLVED FURTHER, that the Subordinated Notes shall bear
interest at the rate of 7.40% per annum, which interest shall
accrue from January 23, 2001, and be payable semiannually on
January 15 and July 15, commencing July 15, 2001; 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 Subordinated
Notes shall be January 15, 2011;

     RESOLVED FURTHER, that the initial series of Subordinated
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 dated as of January 17, 2001
between the Corporation and the Representatives named therein
(the "Underwriting Agreement"), who the Committee understands
will reoffer the Subordinated Notes for sale in a public
offering;

     RESOLVED FURTHER, that the Subordinated Notes shall be sold
to the Underwriters on January 23, 2001, at a price of 99.046% of
the principal amount, and that the Subordinated Notes shall be
initially offered to the public at a price of 99.496% of the
principal amount;

     RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Subordinated
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 Subordinated 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 Subordinated 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, 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, which date shall occur on or about January 23, 2001
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 any Authorized Officer (as described
herein) is hereby authorized and empowered to execute and
deliver, and this Committee hereby approves, the Underwriting
Agreement, 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 Subordinated 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, with respect to the Subordinated
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 except in those situations in which
the Corporation may become obligated to pay Additional Amounts
(as described herein), the Subordinated 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 Subordinated Indenture;

     RESOLVED FURTHER, that the Subordinated 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 Subordinated Notes, cease to
be such an officer prior to the issuance of such Subordinated
Notes, the Subordinated 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 of the Corporation, James T.
Houghton, Senior Vice President of the Corporation, James W.
Kiser, Secretary of the Corporation, and Allison L. Gilliam,
Assistant Secretary of the Corporation, are hereby expressly
approved and accepted;

     RESOLVED FURTHER, that pursuant to the provisions of the
Subordinated Indenture, the Chairman and Chief Executive Officer,
the Chief Financial Officer, any Senior Vice President or any
Associate General Counsel (each, an "Authorized Officer") be,
and each of them is, hereby authorized and empowered to cause the
Subordinated Notes, upon execution thereof, to be delivered to
the Subordinated Trustee under the Subordinated Indenture, or to
any agent designated by the Subordinated Trustee, for
authentication and delivery by it and to deliver to the
Subordinated Trustee or agent thereof, as the case may be, the
written order of the Corporation for the authentication and
delivery of the Subordinated 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 Subordinated Notes;

     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 Subordinated
Notes (the "Paying Agent"), and as authenticating agent, and
that the offices of the Subordinated 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 Subordinated 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 Subordinated Trustee under the Subordinated
Indenture in connection with such duties;

     RESOLVED FURTHER, that whenever the Subordinated 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 the listing of the Subordinated Notes
on the Luxembourg Stock Exchange (the "LSE") is hereby
authorized (but shall not be required) and the appointment of the
Banque Generale du 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, James T. Houghton,
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 Subordinated 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 Subordinated 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
Subordinated 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 Subordinated 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 Subordinated 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
Subordinated Trustee from the payment of the principal of or
interest on any Subordinated Note;

    (vi) any tax, assessment or governmental charge required to
be withheld from such payment of principal of or interest on any
Subordinated 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 Subordinated 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 Subordinated Note directly,
or (ii) the person holding the Subordinated 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 Subordinated 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 Subordinated Trustee and the holders of the
Subordinated 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
applicable global prospectus supplement;

     RESOLVED FURTHER, that prior to the publication of any
notice of redemption, the Corporation shall deliver to the
Subordinated 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;

     RESOLVED FURTHER, that the Subordinated 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 of the
Subordinated Notes, and to increase the amount of issued and
outstanding Subordinated Notes of this series up to the maximum
amount authorized hereunder, such actions to include delivery of
appropriate Officers Certificates and Company Orders; the
execution and delivery of additional Subordinated 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
applicable global prospectus supplement for the Subordinated
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.