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, $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 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 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 senior notes, initially in the
principal amount of $1,000,000,000 is advisable and in the best
interests of the Corporation; and
WHEREAS, no stop order suspending the effectiveness of
either 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 7/8% SENIOR NOTES, DUE 2005
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 U.S.
Bank Trust National Association, as trustee (the "Trustee"),
dated as of January 1, 1995, as supplemented by a First
Supplemental Indenture dated as of September 18, 1998 (the
"Indenture"), there is hereby authorized on behalf of the
Corporation a series of its senior unsecured indebtedness
initially in the aggregate principal amount of $1,000,000,000,
which series of senior notes shall be designated "7 7/8% Senior
Notes, due 2005" (the "Notes"), and which series 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 1999 Shelf;
RESOLVED FURTHER, that the amount of this series of Notes
shall initially be set at $1,000,000,000 (the "Initial
Series"), but may be increased at any time within the next 12
months (or as permitted by Internal Revenue Service regulations)
upon delivery of a Supplemental Officers Certificate setting
forth the terms of such additional amounts;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7 7/8% per annum, which interest shall accrue from May
30, 2000, and be payable semiannually on May 15 and November 15,
commencing November 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 May 16, 2005;
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
(the "Underwriters") named in the Underwriting Agreement dated
as of May 23, 2000 (the "Underwriting Agreement") among the
Corporation and the Representatives (as defined therein),
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 Initial Series of Notes shall be
sold to the Underwriters on May 30, 2000, at a price of 99.280%
of the principal amount, and that the Notes shall be initially
offered to the public at a price of 99.630% of the principal
amount;
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 .0.21% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .0.17% 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 May 30, 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 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 is
appointed the agent for the Corporation for the registration,
transfer, exchange and payment of the Notes (the "Paying
Agent"), and authorized to be appointed by the Trustee as
authenticating agent, and that the corporate trust office of the
Paying Agent located at 101 Barclay Street, New York, New York
10286, 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 any Authorized Officer or other proper officer of
the Corporation is hereby authorized and empowered to execute and
deliver any documents required by the Trustee under the
Indenture, or by the Paying Agent, with respect to such
appointment of The Bank of New York, or any other person as any
Authorized Officer shall determine, as Paying Agent for the
Corporation;
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 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
du Luxembourg 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 or 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 Officer's 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.
Doc. Number 345571.2
