0000895527-01-500073 Sample Contracts

BANK OF AMERICA CORPORATION UNDERWRITING AGREEMENT (4 3/4% Senior Notes, due 2006)
Underwriting Agreement • October 10th, 2001 • Bank of America Corp /De/ • National commercial banks • New York

Bank of America Corporation, a Delaware corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), the principal amount of its securities identified in Schedule I hereto (the "Securities"), to be issued under an indenture (the "Indenture") dated as of January 1, 1995 between the Company and The Bank of New York, as trustee (the "Trustee") as supplemented by the First Supplemental Indenture dated as of September 18, 1998 and the Second Supplemental Indenture dated as of May 7, 2001. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, each shall be deemed to refer to such firm or firms.

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