#1Filing 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 Growing America's Premier Financial Services Company Ken Lewis Chairman & Chief Executive Officer Bank of America Bank of America Higher Standards#2Forward 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. Bank of America Higher Standards#3Successful Track Record Diluted EPS Business exit costs Goodwill amortization 15% Compound Growth $7.07 $5.33 Versus First Call estimate in June '01 $5.25 $5.91 Versus First Call estimate in June '02 $5.66 Versus First Call estimate in June '03 $6.30 $4.18 Reported EPS 2001 2002 2001-$4.18 reported EPS has been adjusted to exclude $.77 impact of business exit costs as well as $.38 goodwill amortization expense eliminated in 2002 for comparability to other periods. 3 2003 Consensus Bank of America Higher Standards#4Customer Focus is Key to Success Improved processes . Enhanced products • Increased customer contact • Added convenience • Leveraged scale Improved customer metrics Increased Revenue $ Bank of America Higher Standards#5Achieving Success With Customers Customer Satisfaction Improvements 100% 80% 49.0% 42.5% 60% 40% 20% Extremely/Highly Satisfied (9-10) Delighted Satisfied (6-8) 10.2% Somewhat/Not At All Satisfied (1-5) Dissatisfied 12.6% 0% 4Q 2001 3Q 2003 5 Bank of America Higher Standards#6Achieving Success With Customers Growth in net new checking accounts - 2003 goal 1,000,000 (77,013) (89,574) 527,789 192,975 32,491 (200,500) 1997 1998 1999 2000 2001 2002 6 1,000,030 2003 9 mo. YTD Bank of America Higher Standards#7Growing Share of Deposits ($ in billions) June 30, 2002 June 30, 2003 Growth Total Market 4,613 5,166 12% Bank of America 326 Market Share 7.1% 389 7.5% 19% Source: FDIC domestic deposit data as of June 30, 2003 7 Bank of America Higher Standards#8Deposit Growth Momentum Continues Checking account is a key driver of relationship growth Key Factors For Continuing Momentum • " More robust product offering Competitive pricing models Focus on cross-sell . Advertising • New branches expanding distribution Customer satisfaction improvement 8 Bank of America Higher Standards#9Focused Client Strategy Producing Results Lead and Important Investment Bank Relationships Strategic & Priority Clients 78% 75% 60% 47% Overall Important Investment Bank Lead Investment Bank 26% 27% 18% 21% 2000 2001 2002 2003 Source: 2003 Greenwich Associates U.S. Investment Banking Study 9 Bank of America Higher Standards#10Gaining Market Share Momentum BAS Share of U.S. Issuer Investment Banking Fees 7.2% 6.7% 5.9% 4.7% 2000 2001 2002 1st Half 2003 Source: Banc of America Securities (BAS) market share analysis of U.S. estimated IB fee pools for completed deals. Fees include M&A, Equity, High Yield, High Grade, ABS, and Loan Syndications. 10 Bank of America Higher Standards#11Improving Core Processes Drives Customer Satisfaction " " " Credits & payments Fulfillment Deposit Service Cycle time Sales More than 64,000 associates have participated in Quality and Productivity training Now employ more than 2,000 certified "Green Belts" and "Black Belts" Six Sigma Error-free processing Customer Delight 11 Bank of America Higher Standards#12Expanding Delivery Channels Loan Solutions Delivery Through Web Enablement Intuitive interview process guides associates Dramatically increases distribution in scalable environment Shortens approval process with P-O-S approvals Increases revenue by cross-selling to customer need Link to fulfillment, servicing support Seamless and consistent end-to-end customer experience $33 billion funded loans through Sept. 2003 12 Bank of America Higher Standards#13Growing Importance of Payments Business ($ in millions) Managed Consumer Credit Card Receivables (EOP) $36,000 $29,453 $27,178 $27,000 $18,000 $9,000 50 2001 2002 9 mo. YTD 2003 YTD Card Purchasing Volumes $33,631 75,000 60,000 21% growth $56,590 10% growth 45,000 $39,857 30,000 15,000 0 2002 2003 2002 2003 Debit Card Credit Card Bill Payment Volume 80% $15,000 6,629 $12.683 $12,000 3,828 $8,000 Active On-line Subscribers (000's) 8,000 6,000 4,000 2,000 2801 $4.000 0 3002 4002 1003 2003 3003 50 3000 Bill-payers On-line only 13 4000 2001 1001 S volume % electronic Bank of America Higher Standards#14Scale as a Competitive Advantage • Unparalleled convenience • Vendor leverage • • National marketing Business reinvestment opportunities 14 Bank of America Higher Standards#15Success in the face of ...... Tough credit cycle " Volatile interest rate environment " Sub-prime business exits " Corporate loan reductions Rationalization of international business Weak equity markets Investment banking - Principal investing Trading Asset management 15 Bank of America Higher Standards#16Unlocking the Hidden Value of the FleetBoston Franchise Bank of America Fleet#17Financial Assumptions " Initial projections for base case reflect 1% accretion after 18 months Stepped-up share repurchases Realistic expense savings Opportunities for improvement 17 Bank of America Higher Standards#18Expense Efficiencies Overlapping business infrastructure Redundant processes Corporate overhead Marketing . Vendor leverage Occupancy $1.1 billion after-tax 18 Bank of America Higher Standards#19Impact of Expense Efficiencies Projected Combined Bank of America Fleet Boston Pre-tax Expense Expense Efficiencies Efficiencies Less 2003 annualized revenue S 38,320 S 11,133 S 49,453 2003 annualized expense 19,793 6,371 (1,600) 24,564 Expense efficiency ratio 52% 57% 50% * Bank of America efficiency ratio excluding Global Corporate & Investment Banking = 49% 19 Bank of America Higher Standards#20Enterprise-Wide Opportunities • Consumer customer platform - - Better customer identification Greater satisfaction - Higher retention Better risk profile alignment Better collection process Balance sheet management Asset / liability management - Funding $195 million after-tax 20 Bank of America Higher Standards#21Consumer Bank Opportunities • Mortgage banking Deposit impact (net new checking accounts) On-line banking • Bill-pay . Credit card • Debit card Hispanic initiatives Dealer financial services 21 Bank of America Higher Standards#22Product Penetration Opportunities Penetration ratio comparisons Bank of America penetration greater than FleetBoston Mortgage Credit card Debit card Active on-line banking Bill pay Double 42% 17% 77% Double FleetBoston penetration greater than Bank of America Home equity Brokerage Double Double Penetration defined as product held as a % of households 22 Bank of America Higher Standards#23Commercial Banking (Middle Market) Opportunities • Positioned for upturn (#1 national and regional) • Cross-sell investment banking Provide lead bank capabilities to improve client profitability Offer unique coast-to-coast cash management services Competitive size in asset-based lending and leasing 23 Bank of America Higher Standards#24. • Corporate Banking Opportunities No major customer overlap Investment banking Trading distribution 24 Bank of America Higher Standards#25• • Wealth Management Opportunities Addition of Quick & Reilly in Bank of America markets Selection of best practice of brands and styles Strengthened product set Major presence in attractive wealth markets Premier banking partnership for near-affluent 25 Bank of America Higher Standards#26Covering the Wealth Markets Bank of America and FleetBoston hold the #1,2 or 3 deposit market share position in 72% of the Top 25 MSAs by household income 5 5 Deposit Market Share Rankings 3 2 #1 #2 #3 Other Bank of America Fleet Source: 2003 FDIC deposit market share information 26 Bank of America Higher Standards#27Focus on Customer Retention " No branch disruption Emerging service culture of excellence evident in results Convenience Expanded breadth of products Continued investment in technology and brand Customer service & retention will be the highest priority in integration 27 Bank of America Higher Standards#28Growing America's Premier Financial Services Company • Expanding footprint for long-term growth Commitment to service excellence Continuing investments to drive growth Innovation to respond to customer needs Products - innovation Channels - convenience Tools and technology – enabling customers and associates Leveraging scale of national franchise Strong earnings and capital returns 28 Bank of America Higher Standards#29Bank of America Higher Standards#30APPENDIX A Bank of America Higher Standards#31BAC Segment Results: 2003 YTD vs 2002 YTD Consumer & Commercial Banking Global Corporate & Investment Banking Asset Management Equity Investments Other Up 12% Up 4% Up .8% Up 42% Up 16% Revenue to $19.5 B to $6.9 B to $1.8 B to to ($199 mm) $760 mm Up 16% Up 6% Up 53% Up 27% Up 85% Earnings to $5.6 B to $1.4 B to to $408 mm ($182 mm) to $815 mm ROE 38% 19% 20% 1-A Bank of America Higher Standards#32Capital Returned to Shareholders ($ in millions) " Returned more than $47 billion in capital since 1998 Improved Tier 1 capital ratio more than 100 basis points 1998 1999 2000 2001 2002 Dividends Repurchases EOP Common Shares 1,724 1,677 1,614 1,559 1,501 1,489 Tier 1 7.06% 2-A YTD 2003 Tier 1 8.25% $47,249 3,116 5,565 19,637 Cumulative 27,612 Bank of America Higher Standards#33Dividend Record $0.13 Д 13% annualized growth $2.88 " 26 consecutive years of dividend increases . 13% annualized dividend growth rate since 1977 3-A Bank of America Higher Standards