Fitch Ratings Downgrades Bank of America; Upgrades FleetBoston.

Business Editors

CHICAGO--(BUSINESS WIRE)--April 1, 2004

Fitch Ratings has downgraded and removed from Rating Watch Negative the long-term senior debt ratings of Bank of America Corporation (BAC) and its affiliates. At the same time, Fitch has upgraded and removed from Rating Watch Positive the long-term, short-term and individual ratings of FleetBoston Financial Corporation (FBF) and its affiliates. Also, support ratings for all bank subsidiaries have been revised to '1'. Finally, Fitch has withdrawn certain FBF ratings as FBF itself is no longer an active entity. The Rating Outlook is now Stable for all entities. These actions follow the consummation of BAC's merger with FBF. A complete list of ratings follows at the end of this release.

The merger adds to BAC's already deep franchise and expansive footprint. Specifically, BAC will strengthen its lead in the U.S. retail banking sector, and will add to its market position in mortgage banking, credit card lending, commercial lending, small business lending and asset management. Due to BAC's increased importance to the U.S. banking system, Fitch has revised all bank support ratings to '1'.

Post-merger, BAC faces a number of challenging issues simultaneously. These include the integration issues inherent in a major merger, concurrent business unit and management team realignments, the resolution of existing regulatory issues and strengthening of risk management systems, and the need to achieve substantial cost saves. Fitch also notes that FBF had an overall higher risk profile as indicated by its lower long-term rating, and further observes that after the merger BAC will operate with a somewhat higher degree of leverage in the near term. While Fitch considers BAC management to be capable of resolving these issues, the firm's overall risk profile will be heightened until merger integration is completed. Consequently, Fitch has lowered BAC's long-term ratings. The current individual and short-term ratings remain appropriate for BAC's post-merger risk profile and are unchanged.

Ratings of FBF and its affiliates are upgraded, since the post-merger BAC is expected to be a significantly stronger organization than FBF had been previously.

Ratings downgraded, Stable Outlook:

Bank of America N.A.

Bank of America N.A. (USA)

-- Long-term deposits to 'AA' from 'AA+';

-- Long-term senior debt to 'AA-' from 'AA'.

Bank of America Corporation

-- Long-term senior debt to 'AA-' from 'AA';

-- Long-term subordinated debt to 'A+' from 'AA-';

-- Preferred stock to 'A+' from 'AA-'.

BankAmerica Capital II, III

BankAmerica Institutional Capital Trust A, B

NB Capital Trust II, III, IV

Barnett Capital Trust I, II, III

BAC Capital Trust I, II, III, IV

-- Trust preferred securities to 'A+' from 'AA-'.

Bank of America Preferred Funding Corp.

-- Auction-rate preferred stock to 'A+' from 'AA-'.

Ratings downgraded, Rating Outlook Stable, inactive affiliates with rated issues outstanding:

BankAmerica Corporation

-- Long-term senior debt to 'AA-' from 'AA';

-- Long-term subordinated debt to 'A+' from 'AA-'

-- Preferred stock to 'A+' from 'AA-';

NationsBank Corp

-- Long-term senior debt to 'AA-' from 'AA';

-- Long-term subordinated debt to 'A+' from 'AA-'.

Barnett Banks, Inc.

NCNB, Inc.

-- Long-term subordinated debt to 'A+' from 'AA-';

NationsBank, N.A.

-- Long-term senior to 'AA-' from 'AA'.

Ratings affirmed:

Bank of America N.A.

Bank of America N.A. (USA)

-- Short-term deposits 'F1+';

-- Other short-term obligations 'F1+';

-- Individual 'A/B';

-- Rating Outlook Stable.

Banc of America Securities LLC 

-- Short-term obligations 'F1+'.

Bank of America Corporation

-- Short-term obligations 'F1+';

-- Individual 'A/B';

-- Support '5';

-- Rating Outlook Stable.

Ratings upgraded

Bank of America, N.A.

Bank of America, N.A. (USA)

-- Support Rating to '1' from '2';

Fleet National Bank

-- Long-term deposits to 'AA' from 'A+';

-- Short-term deposits to 'F1+' from 'F1';

-- Senior long-term to 'AA-'from 'A';

-- Senior short-term to 'F1+' from 'F1';

-- Subordinated to 'A+' from 'A-';

-- Individual to 'A/B' from 'B';

-- Support to '1' from '3'

-- Rating Outlook Stable.

Fleet Bank (Rhode Island) NA:

-- Long-term deposits to 'AA' from 'A+';

-- Short-term deposits to 'F1+' from 'F1';

-- Senior long-term to 'AA-'from 'A';

-- Senior short-term to 'F1+' from 'F1'.

Fleet Capital Trust II, V-IX

BankBoston Capital Trust I-VI

Summit Capital Trust I

-- Preferred Stock to 'A+' from 'A-'.

Inactive affiliates with rated issues outstanding:

FleetBoston Financial Corp:

-- Senior long-term to 'AA-' from 'A';

-- Short-term Obligations to 'F1+' from 'F1'

-- Subordinated debt to 'A+' from 'A-';

-- Preferred stock to 'A+' from 'A-';

Fleet Business Credit Corp

Fleet Finance, Inc.

-- Senior long-term to 'AA-'from 'A'.

Fleet Credit Card LLC

-- Senior long-term to 'AA-'from 'A';

-- Subordinated debt to 'A+' from 'A-'.

BankBoston Corporation

-- Senior long-term to 'AA-'from 'A';

-- Subordinated debt to 'A+' from 'A-'.

Ratings upgraded and withdrawn:

FleetBoston Financial Corp:

-- Individual to 'A/B' from 'B'.

Ratings affirmed and withdrawn

FleetBoston Financial Corp

-- Support '5'.