GLOBAL CERTIFICATE

BANK OF AMERICA CORPORATION
GLOBAL CORPORATE AND INVESTMENT BANKING
EQUITY INCENTIVE PLAN

Effective January 1, 2000



1. Name and Purpose:

This plan shall be known as the "Bank of America Corporation Global
Corporate and Investment Banking Equity Incentive Plan" (the "Plan"). Bank of
America Corporation establishes this Plan effective January 1, 2000 for the
purpose of determining for certain associates employed in the Corporation's
Global Corporate and Investment Banking group the portion of incentive
compensation to be payable in the form of cash and the portion to be payable in
the form of "restricted stock units" awarded under the Corporation's Key
Employee Stock Plan ("Restricted Stock Units").

2. Definitions:

For purposes of the Plan, the following terms shall have the following
meanings:

"Associate" means a common law employee of the Corporation or one of
its subsidiaries who is identified as an employee in the personnel records of
the Corporation or the applicable subsidiary.

"Common Stock" means the common stock of the Corporation.

"Corporate Personnel Executive" means the Corporate Personnel Executive
of the Corporation.

"Corporation" means Bank of America Corporation, and its successors and
assigns.

"Covered Incentive" means, with respect to a GCIB Associate, any
incentive award payable to the GCIB Associate pursuant to any incentive
compensation plan of the Global Corporate and Investment Banking group approved
for purposes of this Plan by the Plan Administrator. Covered Incentives may be
payable annually, quarterly, or on such other basis as provided by the
applicable plan.

"Effective Date" means the effective date of the Plan: January 1, 2000.

"Fair Market Value" of a share of Common Stock means the closing price
on the relevant date of a share of Common Stock as reflected in the report of
composite trading of New York Stock Exchange listed securities for that day (or,
if no shares were publicly traded on that day, the immediately preceding day
that shares were so traded) published in The Wall Street Journal (Eastern
Edition) or in any other publication selected by the Plan Administrator;
provided, however, that if the shares are misquoted or omitted by the selected
publication(s), the Plan Administrator shall directly solicit the information
from officials of the stock exchanges or from

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other informed independent market sources. If shares of Common Stock shall not
have been publicly traded for more than ten (10) days immediately preceding such
date, then the Fair Market Value of a share shall be determined by the Plan
Administrator in such manner as he shall deem appropriate.

"GCIB Associate" means an Associate employed in the Corporation's
Global Corporate and Investment Bank, provided that "GCIB Associate" shall not
include any "Insider" or "Named Executive Officer" as defined under the Stock
Plan.

"Grant Date" means the date that Restricted Stock Units are awarded to
a GCIB Associate pursuant to the Plan, which date shall be either (i) the date
that the cash portion of the Covered Incentive is otherwise payable to the GCIB
Associate or (ii) such other date as the Plan Administrator, in its sole and
exclusive discretion, may determine at a time prior to such Covered Incentive
payment date.

"Plan Administrator" means the Corporate Personnel Executive.

"Retirement" means:

(a) for an Associate working in the United States, the Associate's
termination of employment with the Corporation and its
subsidiaries (other than due to the Associate's death or
disability) after the Associate has (i) attained at least age
fifty (50), (ii) completed at least fifteen (15) years of
"Vesting Service" under the tax-qualified Pension Plan
sponsored by the Corporation, and (iii) attained a combined
age and years of "Vesting Service" equal to at least
seventy-five (75); or

(b) for an Associate working outside the United States,
termination of the Associate's employment with the Corporation
and its subsidiaries (other than due to the Associate's death
or disability) as of the later of (i) the date of the
Associate's eligibility for retirement under the local program
or (ii) attainment of at least age fifty (50).

"Stock Plan" means the Bank of America Corporation Key Employee Stock
Plan, as the same may be in effect from time to time.

3. Administration:

The Plan Administrator shall be responsible for administering the Plan.
The Plan Administrator shall have all of the powers necessary to enable it to
properly carry out its duties under the Plan. Not in limitation of the
foregoing, the Plan Administrator shall have the power to construe and interpret
the Plan and to determine all questions that shall arise thereunder. The Plan
Administrator shall have such other and further specified duties, powers,
authority and discretion as are elsewhere in the Plan either expressly or by
necessary implication conferred upon it. The Plan Administrator may appoint such
agents as it may deem necessary for the effective performance of its duties, and
may delegate to such agents such powers and duties as the Plan Administrator may
deem expedient or appropriate that are not inconsistent with the

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intent of the Plan. The decision of the Plan Administrator upon all matters
within its scope of authority shall be final and conclusive on all persons,
except to the extent otherwise provided by law.

4. Operation:

This Plan shall apply to any Covered Incentive payable to a GCIB
Associate on or after the Effective Date. For any such Covered Incentive, a
portion shall be payable in cash and a portion shall be payable as Restricted
Stock Units awarded on the applicable Grant Date in accordance with the
following provisions:

(i) The amount to be payable as Restricted Stock Units shall equal
1.25 times the sum of (A) 20% of the portion of the Covered
Incentive that is greater than $250,000 but less than
$500,000, (B) 30% of the portion of the Covered Incentive that
is greater than or equal to $500,000 but less than $1,000,000,
and (C) 35% of the portion of the Covered Incentive that is
greater than or equal to $1,000,000. All Covered Incentives
payable to a GCIB Associate more frequently than annually
shall be aggregated within the calendar year paid for purposes
of applying the foregoing formula. For example, if a GCIB
Associate receives four quarterly payments of $250,000 each
during a calendar year, none of the first installment would be
included, 20% of the second installment would be included, and
30% of each of the last two installments would be included.

(ii) The number of Restricted Stock Units to be awarded as
described in subparagraph (i) above shall equal the amount
determined under subparagraph (i) above divided by the average
Fair Market Value of a share of Common Stock for the five
consecutive trading days ending on the applicable Grant Date.

(iii) The number of Restricted Stock Units determined in accordance
with subparagraph (ii) above shall be awarded under the Stock
Plan to the GCIB Associate and evidenced by an award
agreement. The award agreement shall include the following:
(A) the award shall be payable in three equal annual
installments beginning on the first anniversary of the Grant
Date; (B) the award shall be payable earlier upon the GCIB
Associate's death, "Disability" (as defined under the Stock
Plan), Retirement or workforce reduction, job elimination or
divestiture (as determined by the Plan Administrator); (C)
except as provided in clause (B), the unpaid portion of an
award shall be forfeited as of the date a GCIB Associate
terminates employment unless the applicable award agreement
provides for an additional right to receive payment following
termination; and (D) the Restricted Stock Units may include
dividend equivalents as the Plan Administrator may determine
and as set forth in the applicable award agreement.

(iv) For a GCIB Associate working inside the United States, if and
to the extent Restricted Stock Units become payable, they
shall be paid to the GCIB Associate by delivery of one (1)
share of Common Stock for each Restricted Stock Unit.

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(v) For a GCIB Associate working outside the United States, if and
to the extent Restricted Stock Units become payable, they
shall be payable in either shares of Common Stock or cash as
provided in the applicable award agreement. In addition for
such awards, and notwithstanding and provision of the Plan to
the contrary, in order to foster and promote achievement of
the purposes of the Plan or to comply with provisions of laws
in other countries in which GCIB Associates covered by the
Plan are located, the Plan Administrator, in its sole
discretion, shall have the power and authority to (a)
determine which GCIB Associates working outside the United
States are eligible to participate in the Plan, (b) modify the
terms and conditions of awards of Restricted Stock Units made
to such GCIB Associates and (c) establish subplans and
modified terms and procedures to the extent such actions may
be necessary or advisable.

(vi) Notwithstanding any provision herein to the contrary, the Plan
Administrator may in his discretion determine to modify the
percentages set forth in subparagraph (i) above or modify the
definition of Covered Incentive for a GCIB Associate or group
of GCIB Associates for a given period of time, so long as any
such modification does not result in a larger portion of the
GCIB Associate's Covered Incentive being payable as Restricted
Stock Units (compared to what would have been payable as
Restricted Stock Units without regard to such modification).

5. Amendment, Modification and Termination of the Plan:

The Plan Administrator shall have the right and power at any time and
from time to time to amend the Plan in whole or in part and at any time to
terminate the Plan; provided, however, that no such amendment or termination
shall adversely affect any award of Restricted Stock Units made in accordance
with the Plan prior to the effective date of such amendment or termination
without the consent of the affected GCIB Associate.

6. Applicable Law:

The Plan shall be construed, administered, regulated and governed in
all respects under and by the laws of the United States to the extent
applicable, and to the extent such laws are not applicable, by the laws of the
state of Delaware.

7. Miscellaneous:

A GCIB Associate's rights and interests under the Plan may not be
assigned or transferred by the GCIB Associate. Nothing contained herein shall be
deemed to create a trust of any kind or any fiduciary relationship between the
Corporation and any GCIB Associate. The Plan shall be binding on the Corporation
and any successor in interest of the Corporation.

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IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Corporation as of the 14th day of December, 2000.



BANK OF AMERICA CORPORATION



By: /s/ C. J. Cooley
----------------------
C. J. Cooley
Corporate Personnel Executive


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