Bond BANK OF AMERICA CORPORATION 0% ( XS0144762969 ) in USD

Issuer BANK OF AMERICA CORPORATION
Market price 100 %  ▲ 
Country  United States
ISIN code  XS0144762969 ( in USD )
Interest rate 0%
Maturity 04/01/2017 - Bond has expired



Prospectus brochure in PDF format

Minimal amount /
Total amount /
Detailed description Bank of America Corporation is a multinational financial services corporation headquartered in Charlotte, North Carolina, offering a wide range of financial products and services to individuals, small businesses, and large corporations worldwide.

The Bond issued by BANK OF AMERICA CORPORATION ( United States ) , in USD, with the ISIN code XS0144762969, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 04/01/2017







OFFERING CIRCULAR
U.S. $25,000,000,000
Euro Medium-Term Note Program
Bank of America Corporation
Bank of America, N.A.
This OÅering Circular, which replaces the OÅering Circular dated August 1, 2003, describes the Euro Medium-Term Note
Program (the ""Program'') operated by Bank of America Corporation (the ""Corporation'') and Bank of America, N.A. (the
""Bank'') and the notes issued under the Program after the date of this OÅering Circular (the ""Notes'').
Under this Program, the Corporation or the Bank (each, an ""Issuer'' and together, the ""Issuers'') periodically may issue
Notes denominated in any currency and having terms as may be agreed upon between the relevant Issuer and the relevant Dealers.
The relevant Issuer will disclose any additional terms and conditions of the Notes in a pricing supplement (""Pricing Supplement'')
to this OÅering Circular. The maximum principal amount of Notes that may be outstanding at any one time under the Program
will not exceed U.S. $15 billion for the Corporation and U.S. $10 billion for the Bank, provided that the Issuers reserve the right
to increase those amounts.
The Notes are unsecured and may be senior notes (""Senior Notes'') or subordinated notes (""Subordinated Notes''). The
Corporation also may issue its Senior Notes as European InterNotes (""InterNotes'') as described herein. The Corporation's Senior
Notes will rank equally with all other unsubordinated and unsecured indebtedness of the Corporation. The Corporation's
Subordinated Notes are subordinated and junior in right of payment to all senior indebtedness of the Corporation (including the
Corporation's Senior Notes). The Bank's Senior Notes will rank equally with the Bank's other unsubordinated and unsecured
obligations, except obligations, including U.S. deposit liabilities, that are subject to priorities or preferences by law. The Bank's
Subordinated Notes will be subordinated and junior in right of payment to the claims of depositors of the Bank, its obligations
under bankers' acceptances and letters of credit and its obligations to its other creditors (including the Bank's Senior Notes).
The Notes will be issued on a continuing basis to one or more of the Dealers listed below and any additional Dealer appointed
under the Program from time to time (each, a ""Dealer'' and together, the ""Dealers'').
Application has been made to list the Notes on the Luxembourg Stock Exchange.
Initially, each tranche of Notes (""Tranche of Notes'') will be represented by a temporary global note in bearer form
(""Temporary Global Note'') that will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator
of the Euroclear System (""Euroclear''), and Clearstream Banking, societe anonyme (""Clearstream, Luxembourg''). BeneÑcial
interests in a Temporary Global Note will be exchangeable for beneÑcial interests in a permanent global note in bearer form
(""Permanent Global Note'') upon certiÑcation as to non-United States beneÑcial ownership. Only under limited circumstances will
beneÑcial interests in a Temporary Global Note or a Permanent Global Note be exchangeable for deÑnitive notes (""DeÑnitive
Notes''), in each case as further described in ""Form of the Notes.''
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
""Securities Act''), and, except as stated under ""Subscription and Sale,'' may not be oÅered, sold, or delivered, directly or indirectly,
in the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the ""United States'') or to
a U.S. person (as deÑned in Regulation S under the Securities Act). In addition, unless otherwise agreed upon by the relevant
Issuer and the relevant Dealers and speciÑed in the applicable Pricing Supplement, the Notes will be in bearer form and will be
subject to United States tax law requirements.
The Notes are unsecured and are not and will not be savings accounts, deposits, obligations of, or otherwise guaranteed by, the
Bank (in respect of the Corporation's Notes) or the Corporation (in respect of the Bank's Notes). The Notes do not evidence
deposits of the Bank or any other banking aÇliate of the Corporation and are not insured by the Federal Deposit Insurance
Corporation (the ""FDIC'') or any other insurer or governmental agency or instrumentality. The Notes are subject to investment
risks, including possible loss of the principal amount invested. See ""Risk Factors.''
Arranger
Banc of America Securities Limited
Dealers
ABN AMRO
BA Asia Limited
Banc of America Securities Limited
Barclays Capital
Bear, Stearns International Limited
BNP PARIBAS
Citigroup
Credit Suisse First Boston
Deutsche Bank
Goldman Sachs International
Lehman Brothers
Merrill Lynch International
Morgan Stanley
European InterNotes Arrangers
Banc of America Securities Limited
Incapital Europe Limited
The date of this OÅering Circular is April 15, 2004.


This OÅering Circular must be read in conjunction with all documents deemed to be incorporated by
reference (see ""Incorporation by Reference'') and shall be construed accordingly.
No person has been authorized to give any information or to make any representation not contained
or incorporated by reference in this OÅering Circular and, if given or made, such information or
representation must not be relied upon as having been authorized by the Issuers or any Dealer. This
OÅering Circular does not relate to any securities other than the Notes or constitute an oÅer to any person
in any jurisdiction where such oÅer would be unlawful. Delivery of this OÅering Circular at any time does
not imply that the information in this OÅering Circular is correct as of any time subsequent to its date.
Each Issuer conÑrms that, as of the date hereof, this OÅering Circular (including the documents
incorporated by reference herein) contains all information that is material in the context of the issue and
sale of the Notes, is accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements herein, in the light of the
circumstances under which they are made, not misleading. The Dealers have not separately veriÑed the
information contained herein. Accordingly, no representation, warranty, or undertaking, express or implied,
is made and no responsibility is accepted by the Dealers as to the accuracy or completeness of the
information contained in this OÅering Circular or any other information provided by the Issuers. The
Dealers do not accept any liability in relation to the information contained in this OÅering Circular or any
other information provided by the Issuers in connection with the Program.
Neither the delivery of this OÅering Circular nor the oÅering, sale, or delivery of any Notes shall
imply in any circumstance that there has been no material adverse change, or any event reasonably likely
to involve any material adverse change, in the condition (Ñnancial or otherwise) of either Issuer or any of
its respective subsidiaries since the date hereof.
For so long as any Notes are listed on the Luxembourg Stock Exchange, this OÅering Circular may
only be used to oÅer the Notes for a period of 12 months from the date hereof. Each Issuer has
undertaken, in connection with the listing of the Notes, that if, while Notes are outstanding and listed on
the Luxembourg Stock Exchange, there shall occur any material adverse change in the business or
Ñnancial condition of, or any other material adverse change aÅecting, an Issuer which is not reÖected in
this OÅering Circular or in an incorporated document, the relevant Issuer will prepare an amendment or
supplement to this OÅering Circular or publish a new OÅering Circular for use in connection with any
subsequent oÅering by such Issuer of Notes to be listed on the Luxembourg Stock Exchange. For those
Notes listed on the Luxembourg Stock Exchange, the Issuers will prepare a further OÅering Circular on
an annual basis during the continuance of the Program. If the terms of the Program are modiÑed or
amended in a manner that would make the OÅering Circular, as supplemented, inaccurate, or misleading,
a new OÅering Circular will be prepared.
Neither this OÅering Circular nor any other information supplied in connection with the Program is
intended to provide the basis of any credit or other evaluation and any recipient of this OÅering Circular,
should not consider such receipt a recommendation to purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the Ñnancial condition and aÅairs
of the Issuers, and its own appraisal of the creditworthiness of the Issuers. None of the Dealers undertakes
to review the Ñnancial condition or aÅairs of the Issuers during the life of the arrangements contemplated
by this OÅering Circular or to advise any investor or potential investor in the Notes of any information
coming to the attention of any of the Dealers.
This OÅering Circular does not describe all of the risks and investment considerations (including
those relating to each investor's particular circumstances) of any investment in Notes of a particular
structure, including Indexed Notes (as deÑned herein). The risks and investment considerations identiÑed
in this OÅering Circular under ""Risk Factors'' are provided as general information only. Investors should
consult their own Ñnancial, legal, tax, and other professional advisors as to the risks and investment
considerations arising from an investment in an issue of Notes and should possess the appropriate
resources to analyze such investment and the suitability of such investment to such investor's particular
circumstances.
2


The Notes have not been, and will not be, registered under the Securities Act, are subject to United
States tax law requirements and may not be oÅered, sold, or delivered within the United States or to
U.S. persons.
An Issuer, subject to applicable laws and regulations, may agree to issue Notes in registered form to
non-United States persons (""Registered Notes''). With respect to any Tranche of Registered Notes, the
relevant Issuer will appoint, pursuant to a transfer, paying agency, and registry agreement, a transfer agent,
paying agent, and registrar, all as more fully described in the applicable Pricing Supplement.
Neither this OÅering Circular nor any Pricing Supplement constitutes, nor may be used for or in
connection with, an oÅer or solicitation by anyone in any jurisdiction in which that oÅer or solicitation is
not authorized or to any person to whom it is unlawful to make such an oÅer or solicitation. No action is
being taken to permit an oÅering of the Notes or the distribution of this OÅering Circular in any
jurisdiction where such action is required. For a further description of restrictions on oÅers and sales, see
""Subscription and Sale.'' The distribution of this OÅering Circular and the oÅering and sale of the Notes
may be restricted by law in certain jurisdictions. Persons into whose possession this OÅering Circular
comes are required by the Dealers and the Issuers to inform themselves about and to observe any such
restrictions.
In connection with any issuance, a speciÑed Dealer may act as a Stabilizing Manager and may
over-allot or eÅect transactions for a limited period with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there may be no obligation on
the Stabilizing Manager to do so. The identity of any Stabilizing Manager will be disclosed in the
applicable Pricing Supplement. That stabilizing, if commenced, may be discontinued at any time, and
must be brought to an end after a limited period and shall be in compliance with all applicable laws,
regulations, and rules.
The Issuers may use this OÅering Circular in the initial sale of any Notes. In addition, Banc of
America Securities Limited or any other aÇliate of the Issuers may use this OÅering Circular in market-
making transactions with respect to any Notes after their initial sale.
The Bank's Subordinated Notes are subordinated to the claims of depositors and general creditors of
the Bank, including the claims of holders of the Bank's Senior Notes, are unsecured and are ineligible as
collateral for a loan by the Bank. In accordance with the applicable regulations of the OÇce of the
Comptroller of the Currency of the United States (the ""Comptroller''), payment of the principal of the
Bank's Subordinated Notes may be accelerated only in the case of certain events involving the
appointment of a receiver or similar oÇcial for the Bank, and then only to the extent required under or
pursuant to applicable capital regulations, with the prior approval of the Comptroller. There is no right of
acceleration in the case of a default in the payment of interest on the Bank's Subordinated Notes or in the
performance of any other obligation of the Bank under the Bank's Subordinated Notes.
""InterNotes'' is the name informally given to certain Fixed-Rate or Floating-Rate Senior Notes that
the Corporation proposes to issue from time to time pursuant to sale arrangements to be entered into with
Banc of America Securities Limited and Incapital Europe Limited, as arrangers (the ""InterNotes
Arrangers'') and dealers to be identiÑed as InterNotes Dealers. The term ""InterNotes'' is a trademark
owned by Incapital Holdings LLC. See ""Summary of the European InterNotes.''
In this OÅering Circular, references to ""U.S. Dollars,'' ""$,'' ""U.S. $,'' ""U.S.D.,'' and ""U.S. Cents''
refer to the currency of the United States, those to ""Sterling,'' ""Pounds Sterling,'' and ""'' refer to the
currency of the United Kingdom, those to ""Japanese Yen,'' ""Yen,'' and ""Í'' refer to the currency of Japan
and those to ""EUR,'' ""euro,'' and ""4'' refer to the currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to Article 109g of the Treaty establishing the
European Communities, as amended by the Treaty on European Union, as amended by the Treaty of
Amsterdam (the ""EC Treaty''). References to any composite currency in any applicable Pricing
Supplement will be deÑned therein.
3


Introductory Note
On October 27, 2003, the Corporation and FleetBoston Financial Corporation (""FleetBoston'')
entered into an Agreement and Plan of Merger providing for the merger of FleetBoston with and into the
Corporation (the ""FleetBoston Merger''). The FleetBoston Merger closed on April 1, 2004, with the
Corporation as the surviving corporation in the transaction. Following the FleetBoston Merger, the
Corporation's principal banking subsidiaries are the Bank and Fleet National Bank. Only the Corporation
and the Bank may issue Notes under the Program. Neither FleetBoston nor Fleet National Bank are
issuing Notes under this OÅering Circular.
TABLE OF CONTENTS
Page
Incorporation by Reference ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5
General Description of the Program ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6
Use of ProceedsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7
Summary of the Notes Other than European InterNotes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
8
Summary of the European InterNotes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
15
Bank of America Corporation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
18
Regulatory Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
19
Recent Developments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
22
Bank of America Corporation Selected Financial Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
24
Bank of America Corporation Capitalization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
25
Bank of America Corporation Ratios of Earnings to Fixed ChargesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
26
Bank of America, N.A. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
27
Bank of America, N.A. Balance Sheets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
32
Bank of America, N.A. Income Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
33
Bank of America, N.A. Selected Financial Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
34
Bank of America, N.A. Capitalization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
35
Form of the Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
36
Terms and Conditions of the Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
38
United States Taxation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
66
Risk Factors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
69
Subscription and Sale ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
72
General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
76
Index of DeÑned Terms ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
84
Annex A: Form of Pricing Supplement for All Notes Other than European InterNotes ÏÏÏÏÏÏÏÏÏÏÏÏ
A-1
Annex B: Form of Pricing Supplement for European InterNotes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
B-1
Annex C: Dealers and European InterNotes Arrangers ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
C-1
Annex D: Audited Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
D-1
Annex E: Unaudited Pro Forma Condensed Combined Financial InformationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
E-1
Annex F: FleetBoston Financial Corporation Selected Financial DataÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
F-1
InterNotes» is a registered trademark of Incapital Holdings LLC.
4


INCORPORATION BY REFERENCE
The following documents shall be incorporated by reference in, and form part of, this OÅering
Circular:
, Filed with the United States Securities and Exchange Commission (the ""SEC''):
O the Corporation's Current Reports on Form 8-K Ñled January 2, 2004, January 15, 2004,
January 29, 2004, February 17, 2004, February 19, 2004, March 2, 2004, March 10, 2004,
March 15, 2004, March 18, 2004, March 22, 2004, March 23, 2004, March 30, 2004, April 1,
2004 (as amended on April 14, 2004, to include, among other things, audited Ñnancial
statements of FleetBoston, which are incorporated by reference in this OÅering Circular),
April 9, 2004, and April 14, 2004 (other than those portions furnished under Items 9 and 12 of
Form 8-K);
O the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003;
O all documents Ñled by the Corporation under Sections 13(c), 14, or 15(d) of the United States
Securities Exchange Act of 1934, as amended (the ""Exchange Act''), after the date of this
OÅering Circular and before the termination of the oÅering pursuant to this OÅering Circular,
other than those portions furnished under Items 9 and 12 of Form 8-K.
, Filed with banking regulators:
the publicly available portions of (1) the ""Consolidated Reports of Condition and Income'' (the
""Call Reports'') of the Bank submitted by the Bank to its primary U.S. federal regulator in
respect of its most recent complete Ñscal reporting period, and (2) any subsequent Call Report of
the Bank submitted by the Bank to its primary U.S. federal regulator.
, Other:
O any supplement to this OÅering Circular; and
O with respect to any Tranche of Notes, the applicable Pricing Supplement.
Investors in the Notes shall be deemed to have notice of all information contained in, or incorporated
by reference in, such documents as if all such information were included in this OÅering Circular.
Investors who have not previously reviewed such information should do so in connection with their
purchase of Notes. Copies of all such reports, including the applicable audited Ñnancial statements of the
Corporation and FleetBoston, will be available for inspection without charge at the oÇce of the Issuing
and Principal Paying Agent in London and, as long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such Exchange shall require, will be available without charge at the oÇce of
the Paying Agent in Luxembourg. Any statement contained herein or incorporated by reference shall be
deemed to be modiÑed or superseded for purposes of this OÅering Circular to the extent that a statement
in any subsequently Ñled document which also is or is deemed incorporated by reference in this OÅering
Circular modiÑes or supersedes such statement. Any such statement so modiÑed or superseded shall not be
deemed to constitute a part of this OÅering Circular, except as so modiÑed or superseded. All supplements
to this OÅering Circular circulated from time to time in accordance with the undertaking given by the
Issuers in the Amended and Restated Program Agreement, dated as of August 1, 2003, among the Issuers
and the Dealers named or to be appointed thereunder (the ""Program Agreement'') described under
""Subscription and Sale'' shall be deemed to be incorporated by reference into this OÅering Circular.
The Issuers will provide, without charge, to each person to whom a copy of this OÅering Circular has
been delivered, upon the oral or written request of such person, a copy of any or all of the documents
incorporated herein by reference. Written requests for such documents should be directed to: Bank of
America Corporation, Bank of America Corporate Center, 100 North Tryon Street, NC1-007-07-06,
Charlotte, North Carolina 28255-0065, Attention: Corporate Treasury. Telephone requests may be directed
to 1-704-386-5972. The Corporation's Ñlings with the SEC are available through (1) the SEC's website at
www.sec.gov, or by calling 1-800-SEC-0330 and (2) the Corporation's website at www.bankofamerica.com.
The publicly available portions of the Call Reports of the Bank are also on Ñle with and publicly available
from the FDIC over the Internet at its website, www.fdic.gov, or by calling 1-877-275-3342. References to
web addresses in this OÅering Circular are included as inactive textual references only. Except as
speciÑcally incorporated by reference into this OÅering Circular, information on these websites is not part
of this OÅering Circular.
5


GENERAL DESCRIPTION OF THE PROGRAM
Under the Program, an Issuer may issue Notes from time to time pursuant to the Amended and
Restated Agency Agreement (the ""Amended and Restated Agency Agreement'') dated as of August 1,
2003, among the Issuers, JPMorgan Chase Bank, London Branch, as issuing and principal paying agent
(the ""Agent'' and the ""Issuing and Principal Paying Agent,'' which term shall include any successor
agent) and the other paying agents named therein (together with the Issuing and Principal Paying Agent,
the ""Paying Agents,'' which term shall include any additional or successor paying agents). The Notes may
be denominated in any currency (each, a ""SpeciÑed Currency'') with such minimum or maximum
maturities as may be allowed or required from time to time by the relevant central bank (or equivalent
body) or any laws or regulations applicable to the SpeciÑed Currency. Unless otherwise permitted by then
current laws and regulations, the Notes issued by the Bank must have a minimum maturity of seven days.
The applicable terms of any Notes will be agreed upon between the relevant Issuer and the relevant
Dealers prior to the issue of the Notes and are set out in the Terms and Conditions of the Notes endorsed
on, or incorporated by reference into, the Notes as modiÑed and supplemented by the applicable Pricing
Supplement attached to, or endorsed on, such Notes, as more fully described under ""Form of the Notes.''
This OÅering Circular and any relevant supplement hereto will be valid only for listing Notes on the
Luxembourg Stock Exchange in an aggregate principal amount which, when added to the aggregate
principal amount then outstanding of all Notes previously or simultaneously issued under this Program
(including unlisted Notes), does not exceed U.S. $15 billion for the Corporation and U.S. $10 billion for
the Bank or its equivalent in other currencies.
For purposes of calculating the U.S. Dollar equivalent of the aggregate principal amount of Notes
issued under the Program from time to time:
(a) the U.S. Dollar equivalent of Notes denominated in another SpeciÑed Currency other than
U.S. Dollars shall be determined as of the Agreement Date for such Notes on the basis of the
spot rate for the sale of the U.S. Dollar against the purchase of the SpeciÑed Currency quoted by
a foreign exchange dealer selected by the relevant Issuer on the relevant calculation day. For
purposes of the preceding sentence, the term ""Agreement Date'' means, in respect of any Note,
the date on which agreement is reached to issue such Note as contemplated in Clause 2 of the
Program Agreement;
(b) the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes (other than Indexed
Redemption Amount Notes) (each as deÑned herein) shall be calculated as speciÑed above by
reference to the original nominal amount of such Notes;
(c) the U.S. Dollar equivalent of Zero Coupon Notes (as deÑned herein), other Notes issued at a
discount or premium and Indexed Redemption Amount Notes shall be calculated as speciÑed
above by reference to the net proceeds received by the relevant Issuer for the relevant issue; and
(d) the U.S. Dollar equivalent of Partly Paid Notes (as deÑned herein) shall be determined as
speciÑed above by reference to the original principal amount of such Notes regardless of the
amount paid on the Notes.
On September 30, 1998, the former BankAmerica Corporation, a Delaware corporation (""BA''),
merged with and into NationsBank Corporation, a Delaware corporation (""NationsBank''), with
NationsBank as the surviving corporation in this merger (the ""BA Merger''). Subsequently, NationsBank
changed its name to ""Bank of America Corporation.'' At the date of the BA Merger, BA had its own euro
medium-term note program. At December 31, 2003, the outstanding principal balance of the notes issued
under the BA program was $37 million.
At the date of the FleetBoston Merger, FleetBoston also had its own euro medium-term note
program. At December 31, 2003, the outstanding principal balance of the notes issued under the
FleetBoston program was $1.7 billion. Additional indebtedness is not expected to be issued under this
program.
6


While the Corporation, as the successor by merger to BA and FleetBoston, is liable for the payment
of these notes, notes issued under the BA program and the FleetBoston program will not be deemed to be
a part of the Notes issued under the Program and the amount of those notes will not be included in
determining the amount of Notes outstanding under the Program.
USE OF PROCEEDS
The net proceeds from the sale of the Notes by each Issuer will be used for general purposes,
including such Issuer's working capital needs, the funding of investments in, or extensions of credit to, its
subsidiaries, possible acquisitions of other Ñnancial institutions or their assets or liabilities, possible
acquisitions of or investments in other businesses, possible reduction of outstanding indebtedness or, in the
case of the Corporation, repurchases of its outstanding equity securities, or otherwise in the ordinary course
of such Issuer's business. Pending such use, an Issuer may temporarily invest the net proceeds. From time
to time, an Issuer may engage in additional capital Ñnancings of a character and in amounts to be
determined by such Issuer in light of its needs at such time or times and in light of prevailing market
conditions. If an Issuer elects at the time of issuance of Notes to make diÅerent or more speciÑc use of
proceeds other than those set forth in this OÅering Circular, the Issuer will describe that use in the
applicable Pricing Supplement.
7


SUMMARY OF THE NOTES OTHER THAN EUROPEAN INTERNOTES
The following summary, which describes the Notes other than the InterNotes, is qualiÑed in its
entirety by the remainder of this OÅering Circular and, with respect to each Tranche of Notes, by the
applicable Pricing Supplement. Terms deÑned in ""Form of the Notes'' and ""Terms and Conditions of the
Notes'' below shall have the same meanings in this summary, and references to a numbered ""Condition''
refer to the relevant Condition under ""Terms and Conditions of the Notes'' below. The Terms and
Conditions of any particular Notes may be supplemented, replaced, or modiÑed by an agreement with the
Issuer described in the applicable Pricing Supplement. For a summary of the terms of the InterNotes,
which may be issued only by the Corporation, and not by the Bank, please see ""Summary of the European
InterNotes'' below.
Issuers ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Bank of America Corporation and Bank of America, N.A.
Description ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Euro Medium-Term Notes.
Arranger ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Banc of America Securities Limited.
Dealers ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ABN AMRO Bank N.V., BA Asia Limited, Banc of America
Securities Limited, Barclays Bank PLC, Bear, Stearns International
Limited, BNP Paribas, Citigroup Global Markets Limited, Credit
Suisse First Boston (Europe) Limited, Deutsche Bank AG London,
Goldman Sachs International, Lehman Brothers International
(Europe), Merrill Lynch International, and Morgan Stanley & Co.
International Limited.
Calculation Agent ÏÏÏÏÏÏÏÏÏÏÏÏÏ
JPMorgan Chase Bank, London Branch, and such other agents as may
be appointed from time to time.
Issuing and Principal Paying
Agent ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
JPMorgan Chase Bank, London Branch.
Luxembourg Listing, Paying and
Intermediary Agent ÏÏÏÏÏÏÏÏÏÏ
J.P. Morgan Bank Luxembourg S.A.
SizeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Up to U.S. $15 billion for the Corporation and U.S. $10 billion for the
Bank (or the equivalent in any other currency or currency units as
described above under the caption ""General Description of the
Program'') aggregate principal amount of Notes may be outstanding at
any one time, subject to the right of the Issuers to increase such limit
in accordance with the terms of the Program Agreement.
Regulatory MattersÏÏÏÏÏÏÏÏÏÏÏÏ
The Issuers will issue only Notes denominated in a currency with
respect to which particular laws, guidelines, regulations, restrictions, or
reporting requirements apply if the relevant Issuer determines that it
may reasonably comply with such laws, guidelines, regulations,
restrictions, or reporting requirements. See ""Subscription and Sale.''
Unless permitted by then current laws and regulations, any Notes
issued by the Corporation (including Notes issued by the Corporation
denominated in Sterling) in respect of which the issue proceeds are to
be accepted by the Corporation in the United Kingdom and which
have a maturity of less than one year from their date of issue, shall
(a) be issued to a limited class of professional investors, (b) have a
redemption value of not less than 100,000 (or an amount of
equivalent value denominated wholly or partly in a currency other than
Sterling), and (c) provide that no part of any such Note may be
8


transferred unless the redemption value of that part is not less than
100,000 (or such an equivalent amount in other currencies).
Issues of Notes denominated in Swiss francs or carrying a Swiss franc
related element with a maturity of more than one year (other than
Notes privately placed with a single investor with no publicity) will be
eÅected in compliance with the relevant regulations of the Swiss
National Bank based on article 7 of the Federal Law on Banks and
Savings Banks of 1934 (as amended) and article 15 of the Federal
Law on Stock Exchange and Securities Trading of 24th March, 1995
in connection with article 2, paragraph 2 of the Ordinance of the
Federal Banking Commission on Stock Exchange and Securities
Trading of 2nd November, 1996. Under these regulations, the relevant
Dealer or, in the case of a syndicated issue, the lead manager (the
""Swiss Dealer''), must be a bank domiciled in Switzerland (which
includes a branch or subsidiary of a foreign bank located in
Switzerland or a securities dealer licensed by the Swiss Federal
Banking Commission as per the Federal law on Stock Exchange and
Securities Trading of 24th March, 1995). The Swiss Dealer must
report certain details of the transaction to the Swiss National Bank no
later than the relevant issue date for such transaction.
Distribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Notes may be distributed privately or publicly and, in each case, on a
syndicated or non-syndicated basis.
Selling Restrictions ÏÏÏÏÏÏÏÏÏÏÏ
There are restrictions on the oÅer, sale, and transfer of the Notes in
the United States, the United Kingdom, Japan, Germany, and the
Netherlands and such other restrictions as may be required in
connection with the oÅering and sale of a particular Tranche of Notes.
See ""Subscription and Sale.''
Currencies ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Subject to compliance with all applicable legal and regulatory
requirements, such currencies as may be agreed between the relevant
Issuer and the relevant Dealers, including, without limitation,
U.S. Dollars, Swiss Francs, Sterling, Japanese Yen, and euro.
Maturities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Any maturity, as may be agreed between the relevant Issuer and the
relevant Dealers or, in any case, such other minimum or maximum
maturity as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Issuer or to Notes denominated in the
relevant SpeciÑed Currency. Unless otherwise permitted by then
current laws and regulations, the Notes issued by the Bank must have
a minimum maturity of seven days.
Issue Price ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Notes may be issued at par or at a discount to, or at a premium over,
par. The Issue Price (as deÑned herein) of Partly Paid Notes will be
payable in two or more installments.
Form of NotesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Unless otherwise agreed to by the relevant Issuer and the relevant
Dealers, initially each Tranche of Notes will be represented by a
Temporary Global Note in bearer form to be held by a common
depositary on behalf of Euroclear and Clearstream, Luxembourg or
any other agreed upon clearance system. The Temporary Global Note
may be endorsed by the Issuing and Principal Paying Agent to reÖect
exchanges of beneÑcial interests in the Temporary Global Note for
9


interests in a Permanent Global Note in bearer form or, under limited
circumstances, for DeÑnitive Notes in bearer form, on or after the
date which is 40 calendar days after the completion of the distribution
of all Notes of each Tranche (the ""Exchange Date''), provided that,
certiÑcates as to non-United States beneÑcial ownership of interests in
the Temporary Global Note have been received by the Issuing and
Principal Paying Agent. Any interest in a Global Note (as deÑned
herein) will be transferable only in accordance with the rules and
procedures of Euroclear, Clearstream, Luxembourg or any other
agreed upon clearance system. An Issuer, subject to applicable laws
and regulations, may agree to issue Registered Notes. With respect to
any Tranche of Registered Notes, the relevant Issuer will appoint
pursuant to a transfer, paying agency, and registry agreement, a
transfer agent, paying agent, and registrar, all as more fully described
in the applicable Pricing Supplement.
Denomination of Notes ÏÏÏÏÏÏÏÏ
The relevant Issuer will issue Notes in such denominations as may be
agreed upon by the Issuer and the relevant Dealers. The minimum
denomination of each Note will be such as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the SpeciÑed Currency.
Unless otherwise permitted by then applicable laws and regulations,
the Notes issued by the Corporation (including Notes issued by the
Corporation denominated in Sterling) in respect of which the proceeds
are to be accepted by the Corporation in the United Kingdom and
have a maturity of less than one year from the date of issue must
(a) have a minimum redemption value of 100,000 (or its equivalent
in other currencies), and be issued only to persons (1) whose ordinary
activities involve them in acquiring, holding, managing, or disposing of
investments (as principal or agent) for the purposes of their businesses
or (2) who it is reasonable to expect will acquire, hold, manage, or
dispose of investments (as principal or agent) for purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services and
Markets Act 2000 (the ""FSMA'').
Unless otherwise speciÑed in the applicable Pricing Supplement, the
Notes issued by the Bank must have a minimum denomination of
$250,000 or its equivalent in other currencies.
Variation of Terms and
Conditions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The relevant Issuer and Dealers may agree that Notes may be issued
in a form and with terms diÅerent than those contemplated by the
""Terms and Conditions of the Notes.'' The applicable Pricing
Supplement will describe any changes.
Redenomination ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The relevant Issuer may specify in the applicable Pricing Supplement
that such Notes may be redenominated into euro. The relevant
provisions applicable to any such redenomination are contained in
Condition 6.
Fixed-Rate Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏ
Notes bearing interest at a Ñxed rate will pay interest on such date or
dates as the relevant Issuer and Dealers agree and on the maturity
date. Interest on Fixed-Rate Notes will be calculated on the basis of
10


Document Outline