Filing pursuant to Rule 425 under the

Securities Act of 1933, as amended and

Deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Bank of America Corporation

Subject Company: FleetBoston Financial Corporation

Exchange Act File Number of

Subject Company: 1-6366

Creating America’s Premier

Financial Services Company

Ken Lewis & Jim Hance

Bank of America

Chad Gifford & Gene McQuade

FleetBoston Financial

Forward Looking Statements

This presentation contains forward-looking statements, including statements about the financial conditions, results of operations and earnings outlook of Bank of America Corporation and FleetBoston Financial. The forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include, among others, the following: 1) projected business increases following process changes and other investments are lower than expected; 2) competitive pressure among financial services companies increases significantly; 3) general economic conditions are less favorable than expected; 4) political conditions and related actions by the United States military abroad may adversely affect the company’s businesses and economic conditions as a whole; 4) changes in the interest rate environment reduce interest margins and impact funding sources; 5) changes in foreign exchange rates increases exposure; 6) changes in market rates and prices may adversely impact the value of financial products and assets; 7) legislation or regulatory environments, requirements or changes adversely affect the businesses in which the company is engaged; 8) litigation and regulatory liabilities, including costs, expenses, settlements and judgments, may adversely affect the company or its businesses; and 9) decisions to downsize, sell or close units or otherwise change the business mix of any of the company. For further information regarding either company, please read the Bank of America and FleetBoston Financial reports filed with the SEC and available at www.sec.gov.

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Creating America’s Premier

Financial Services Company

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Unique Opportunity

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Diversified Business Mix

New Bank of America

[Pie Chart]

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Unmatched Franchise

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Highly Compatible Philosophies

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The Long-Term Winners Possess. . . . . .

This Company has what it takes to win

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Superior Financial Strength

The financial strength and cash flow generation of the combined entity will mitigate risk while providing significant resources to support future growth

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The Businesses of Bank of America

[Pie Chart]

Based on 9 mo. YTD annualized revenue data

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Consumer & Small Business Highlights

Revenue and income represent 9 mo. YTD annualized data

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Consumer & Small Business Highlights

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Unrivaled Market Presence

State ranking and deposit share

[LOGO] MAP

Source: SNL Branch Data Source; Deposits as of June 2002, adjusted for pending transactions

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Increased Share of Domestic Deposit Base

($ in billions)

Source: Federal Reserve and SNL Financial Branch Data Source

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Presence Where Growth Matters

Deposit market share of Top 50 MSAs with largest expected population growth

[CHART]

Current deposit market share percentage of Top 50 MSAs with largest expected population growth from 2002 – 2007 taken from SNL securities data and Lehman Brothers research reports.

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Presence Where Wealth Matters

    Deposit market share of Top 50 MSAs with largest income concentration

[CHART]

Current deposit market share percentage of Top 50 MSAs with largest # of households with annual income of at least $50,000 taken from SNL Securities data and Lehman Brothers research reports.

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Enhancing Card Services

Top Bank Credit Card Issuers in the U.S.⁽¹⁾

($ in Billions)

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Leveraging Consumer Real Estate

First Mortgage Portfolio

[Bar Chart]

Home Equity Portfolio

[Bar Chart]

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Small Business is Big Business

Small business importance to the economy¹

¹ Statistics provided by Small Business Lending Administration

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Middle Market & Corporate Banking

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Wealth Management

¹ Investable assets in excess of $100,000.

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Top U.S. Wealth Managers by AUM and Asset Class

($’s in billions)

Source: Institutional Investor, July 2003; data as of 12/31/02. Rankings only include top 40 asset mangers ranked by total assets under management.

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The NEW Bank of America

($ in billions as of 9/30/03)

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Credit Quality

(as of 9/30/03)

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Transaction Summary

¹ Based on closing BAC stock price as of 10/22/03.

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Financial Overview

($ in millions)

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Financial Assumptions

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Investment in BAC Today

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Management Team

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Bank of America [Logo] Higher Standards

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Additional Information About this Transaction

Bank of America Corporation (“Bank of America”) and FleetBoston Financial Corporation (“FleetBoston”) will file a Joint Proxy Statement/Prospectus and other documents regarding this transaction with the Securities and Exchange Commission (“SEC”). Bank of America and FleetBoston will mail the Joint Proxy Statement/Prospectus to their respective stockholders. These documents will contain important information about the transaction, and Bank of America and FleetBoston urge you to read these documents when they become available.

You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Bank of America’s website (www.bankofamerica.com) under the tab “About Bank of America” and then under the heading “SEC Documents”. You may also obtain these documents, free of charge, from FleetBoston’s website (www.fleet.com) under the tab “About Fleet” and then under the heading “Investor Relations” and then under the item “SEC Documents”.

Participants in this Transaction

Bank of America and FleetBoston and their respective directors and executive officers may be deemed participants in the solicitation of proxies from stockholders in connection with this transaction. Information about the directors and executive officers of Bank of America and FleetBoston and information about other persons who may be deemed participants in this transaction will be included in the Joint Proxy Statement/Prospectus. You can find information about Bank of America’s executive officers and directors in their definitive proxy statement filed with the SEC on March 27, 2003. You can find information about FleetBoston’s executive officers and directors in their definitive proxy statement filed with the SEC on March 17, 2003. You can obtain free copies of these documents from Bank of America and FleetBoston using the contact information above.

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