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FEDERAL RESERVE SYSTEM Bank of America Corporation Charlotte, North Carolina Notice of Public Meetings Boston, Massachusetts San Francisco, California Background and Public Meeting Notice On November 14, 2003, Bank of America Corporation, Charlotte, North Carolina (“Bank of America”), requested the Board’s approval under the Bank Holding Company Act (12 U.S.C. § 1841 et seq.) (“BHC Act”) to merge with FleetBoston Financial Corporation, Boston, Massachusetts (“FleetBoston”). The Board hereby orders that public meetings on the Bank of America/FleetBoston proposal be held in Boston, Massachusetts; and San Francisco, California. The public meeting in Boston will be held at the Federal Reserve Bank of Boston, 600 Atlantic Avenue, Boston, Massachusetts, on Wednesday, January 14, 2004, beginning at 9:00 a.m. EST. The public meeting in San Francisco will be held at the Federal Reserve Bank of San Francisco, 101 Market Street, San Francisco, California, on Friday, January 16, 2004, beginning at 8:30 a.m. PST. In addition, the comment period has been extended for all members of the public through the close of business on Friday, January 16, 2004. Purpose and Procedures The purpose of the public meetings is to collect information relating to factors the Board is required to consider under the BHC Act. These factors are: (1) the effects of the proposal on the financial and managerial resources and future -2prospects of the companies and banks involved in the proposal, (2) competition in the relevant markets, and (3) the convenience and needs of the communities to be served. Convenience and needs considerations include a review of the records of performance of Bank of America and FleetBoston under the Community Reinvestment Act, which requires the Board to take into account in its review of a bank acquisition or merger proposal each institution’s record of meeting the credit needs of its entire community, including low- and moderate-income neighborhoods, consistent with the safe and sound operation of the institution. 12 U.S.C. § 2903. Testimony at the public meeting will be presented to a panel consisting of a Presiding Officer and other panel members appointed by the Presiding Officer. In conducting the public meeting, the Presiding Officer will have the authority and discretion to ensure that the meeting proceeds in a fair and orderly manner. In contrast to a formal administrative hearing, the rules for taking evidence in an administrative proceeding will not apply to this public meeting. Panel members may question witnesses, but no cross-examination of witnesses will be permitted. The public meeting will be transcribed and information regarding procedures for obtaining a copy of the transcript will be announced at the public meeting. All persons wishing to testify at a meeting must submit a written request no later than 5:00 p.m. PST, Wednesday, January 7, 2004. The request must include the following information: (i) identification of which meeting the participant wishes to attend, (ii) a brief statement of the nature of the expected testimony (including whether the testimony will support or oppose the proposed transaction, or provide other comment on the proposal), and the estimated time required for the presentation; (iii) address and telephone number (and facsimile number and e-mail address, if available) of the person testifying; and (iv) identification of any special needs, such as -3from persons desiring translation services, persons with a physical disability who may need assistance, or persons requiring visual aids for their presentation. To the extent feasible, translators will be provided to persons wishing to present their views in a language other than English if this information is included in the request to testify. Persons interested only in attending the meeting but not testifying need not submit a written request to attend. For those wishing to testify at the meeting to be held in Boston, requests should be submitted to Jonathan Fine, Assistant Vice President, Federal Reserve Bank of Boston, 600 Atlantic Avenue, Boston, Massachusetts 02106 (facsimile: 617/973-3219). For those wishing to testify at the meeting to be held in San Francisco, requests should be submitted to Joy Hoffmann, Community Affairs Officer, Federal Reserve Bank of San Francisco, 101 Market Street, San Francisco, California 94105 (facsimile: 415/393-1920). In the alternative, requests to testify at either meeting should be submitted to Jennifer J. Johnson, Secretary of the Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551 (facsimile: 202/452-3556). On the basis of the requests received, the Presiding Officer will prepare a schedule for persons wishing to testify and establish the order of presentation. To ensure an opportunity for all interested commenters to present their views, the Presiding Officer may limit the time for presentation. Persons not listed on the schedule may be permitted to speak at the public meeting if time permits at the conclusion of the schedule of witnesses at the discretion of the Presiding Officer. Copies of testimony may, but need not, be filed with the Presiding Officer before a person's presentation. By order of the General Counsel, acting pursuant to delegated authority, -4effective December 22, 2003. (signed) ________________________________ J. Virgil Mattingly General Counsel