UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI Eastern Division

Transcription

1 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI Eastern Division IN RE BANKAMERICA CORP. SECURITIES LITIGATION X X MDL No Senior Judge Nangle ALL CASE S AFFIDAVIT OF MICHAEL E. HAMER REGARDING DISSEMINATION OF NOTICE/CLAIM FORMS TO THE CLASS I, Michael E. Hamer, being first duly sworn according to law, depose and say as follows : 1. I am a manager in the Certified Public Accounting firm of Heffler, Radetich & Saitt a L.L.P. ("HR&S"), the main offices of which are at Suite 1700, 1515 Market Street, Philadelphia, Pennsylvania I am over 21 years of age and not a party to this action. I have personal knowledge of the matters set forth in this affidavit and, if called upon as a witness, I could and would competently testify to these matters under penalty of perjury. 2. Since 2000, we have assisted Lead Counsel for the NationsBank and BankAmeric a Classes in the administration of this class action, including dissemination of the "Notice of Pendency of Class Action" dated May 9, 2000 (the "Notice of Pendency"). Based on responses to the Notice of Pendency and in preparation for mailing the "Notice of Proposed Class Action Settlement, Attorneys ' Fees and Expenses Applications, Application for Reimbursement of Class Representative Costs an d Expenses, Hearing Date, and Class Members' Right to Share in Settlement Fund" dated April 5, 2002 along with the "Claim Form and Substitute Form W-9" (hereinafter referred to jointly as th e "Notice/Claim Form," a copy of which is attached hereto as Exhibit A), we compiled a compute r database of names and addresses of potential Class Members supplied to us from various sources, a s follows :

2 Number of Names and Addresses a. Supplied by the transfer agent for NationsBank Corporation and BankAmerica Corporation (Exact duplicates eliminated): 276,535 b. Supplied by nominee firms: 185,342 c. Exact duplicates eliminated : (27,529) TOTAL : Under my supervision, these names and addresses were sent electronically to a license e of the U.S. Postal Service ("the USPS") requesting updated mailing addresses based on the USPS' s National Change of Address database. Each record for which we received an updated address had th e new address applied to our database, which was used in the mailing described below. 4. We also compiled the names and addresses of 97,092 potential Class members supplied to us by various nominee firms, through USPS updates, or by individuals. 5. Under my supervision, we verified the above counts and supervised the affixing of each of the 531,440 names and addresses described in paragraphs 2 through 4 above to : (i) a self-adhesive label which was subsequently affixed to a Notice/Claim Form ; or (ii) directly onto a Notice/Claim Form, and the mailings of addressed Notice/Claim Forms via postage prepaid, first-class mail, as follows : Date Mailed a. April 18, 2002 b. April 19, 2002 c. April 20, 2002 d. April 22, 2002 TOTAL : Number of Notice/ Claim Forms Mailed 98,907 78,962 84, ,

3 6. Also under my supervision, a Notice/Claim Form was mailed via postage prepaid, firstclass mail to each of the 133 banks, brokerage firms and other institutions (the "Institutions") on our Institution mailing file on April 23, This file is a compilation of Institutions that are typically sent a notice in securities class actions administered by us as a courtesy. 7. Also under my supervision, a Notice/Claim Form and a cover letter detailing the firm' s response (or non-response) to the Notice of Pendency were mailed via postage prepaid, first-class mai l to each of the 212 banks, brokerage firms and other nominees in our nominee file on April 23, This file is a compilation of firms that were sent a Notice of Pendency and from which we had received, or had expected to receive, a response. A summary of these firms and the number of Notice/Claim Forms shipped, based on their response (or non-response) to the Notice of Pendency is as follows : Number of Notice/ Claim Forms Shipped a. 50 Nominees supplied names or labels 50 b. 17 Nominees requested Notices of Pendency in bulk 208,370 c. 145 Nominees indicated no record of Class Member s or did not respond to our follow-up 145 TOTAL : 208,56 5 Subsequent to April 23, 2002 we have mailed or shipped additional Notice/Claim Forms to various banks, brokerage firms and individuals, as follows : Number of Notice/ Claim Forms Shipped a. To entities based on written, or telephone requests 779 b. To names supplied by Nominees 15,690 c. To Nominees that requested forms in bulk 33,589 TOTAL

4 9. Thus, through May 15, 2002, HR&S has mailed or shipped, or caused to be mailed or shipped, a total of 790,196 Notice/Claim Forms via postage prepaid, first-class mail as described above. 10. HR&S may continue to receive names and addresses from additional brokerage firms, nominees, individuals, etc. Notice/Claim Forms will be mailed to these entities as promptly as possible. 11. Additionally, we caused the publication of the "Summary Notice of Proposed Clas s Action Settlement with Bank of America Corporation, and Date of Hearing on the Proposed Settlement, Proposed Attorneys' Fee and Expense Application, and Class Member Right to Share in Settlemen t Fund" ("the Summary Notice") in the following periodicals on the dates specified, as follows : Periodica l The Wall Street Journal (Global Edition) Investor 's Business Daily USA Today (National Edition) San Francisco Chronicle (Jacksonville) Florida Times Union Charlotte Observer New York Times (National Edition) St. Louis Post-Dispatch Financial Times (Worldwide Edition) Dates April 30 and May 3, 2002 April 29 and May 3, 2002 April 26 and May 2, 2002 April 28 and May 2, 2002 April 28 and May 2, 2002 April 28 and May 2, 2002 April 28 and May 2, 2002 April 28 and May 2, 2002 April 29 and May 3, Statements obtained from the publishers of these periodicals are attached hereto as Exhibits B through J, respectively. 12. HR&S also caused the publication of the Summary Notice on the following national business wire services : (i) PR Newswire, for distribution over US 1 (the broadest national level of distribution they offer) on April 29, 2002 ; and (ii) Business Wire, for distribution over the National Newsline (the broadest national level of distribution they offer) on May 2, Statements obtained from the publishers of these wire services are attached hereto as Exhibits K and L, respectively. 4

5 13. In relation to the notification processes of both the Notice of Pendency and the Notice/Claim Form, HR&S has received funds via wire transfers from Counsel for the NationsBan k Classes in the amount of $552,549.02, and from Counsel for the BankAmerica Classes in the amount of $434,145.64, totaling $986, Of this, a total of $592, has been paid for fees and costs incurred directly related to the Notice of Pendency; a total of $113, has been paid for publication s of the Summary Notice as described in paragraphs 11 and 12 above ; a total of $248, has been paid directly related to mailings of the Notice/Claim Form ; leaving a balance of $31, anticipated to be used for postage to be incurred in the near future. We expect to incur additional fees and costs, and expect receive additional invoices from third parties (most notably for printing of the Notice/Clai m Forms and from nominee firms). At this point, we cannot estimate the extent of these additional fee s and costs, but will bill for them at the rates agreed to with Counsel and used to calculate the fund s received as described above. 14. On March 13, 2002, at the request of Counsel for the NationsBank and the BankAmeric a Classes, we prepared an estimate of fees and costs to be incurred in connection with claim s administration in this matter on a "per-claims received" basis. The estimate, covering review and analysis of the settlement funds and preparation and filing of all tax filings, corresponding with Clas s members (including telephone calls and written and correspondence), and claims administration (including one distribution to approved claimants), was to be dictated by the number of Claim Form s actually received. Based on our experience, we anticipate that we will receive approximately 250,000 t o 300,000 Claim Forms. Our estimate to complete the steps as described above and based on 270,00 0 Claim Forms being received, is $13.00 per claim. At this point, we cannot be absolutely sure of th e number of Claim Form ultimately received, but will bill at the rates agreed to with Counsel unles s unexpected and/or unusual circumstances are encountered. 5

6 15. If 270,000 Claim Forms are ultimately received, we estimate our fees and costs to total approximately $3,510,000.00, of which $1,965, would be borne by the NationsBank Classes an d $1,544, would be borne by the BankAmerica Classes. MICHAEL E. HAMER Sworn to and subscribed before me this / ~ day of May,

7 EXHIBIT "A"

8 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI Eastern Divisio n IN RE ) MDL No BANKAMERICA CORP. ) Senior Judge Nangle SECURITIES LITIGATION ) ALL CASE S NOTICE OF PROPOSED CLASS ACTION SETTLEMENT, ATTORNEYS' FEES AND EXPENSES APPLICATIONS, APPLICATION FOR REIMBURSEMENT OF CLAS S REPRESENTATIVE COSTS AND EXPENSES, HEARING DATE, AND CLASS MEMBERS' RIGHT TO SHARE IN SETTLEMENT FUN D Please read this notice carefully and completely. If you owned stock in either BankAmerica Corporation or NationsBank Corporation during the period August through October, 1998, you may be a member of one or more of the Classes in this action. If you are a member of any of the Classes in this action, your rights will be affected by this settlement. You may be entitled to share in the proceeds of the settlement. You will not be permitted to opt-out of this action if you have not previously opted-out. Claims Deadline: Claimants must submit written proofs of claim, on the Claim Form accompanying this notice, postmarked no later than July 15, Securities brokers and other nominees: Please see instructions Section XIII on page Summary of proposed settlement. This case was brought on behalf of the shareholders of the former NationsBank Corporation ("NationsBank") and the former BankAmerica Corporation ("BankAmerica") to assert claims arising out of the merger of the two corporations on September 30, 1998 (the "Merger"). The Merger formed the corporation now known as Bank of America Corporation ("Bank of America"). Under the settlement, defendants will pay the total sum of $490 million, plus interest from March 6, Of this sum, $333.2 million, plus interest, will be paid to the two NationsBank Classes, and $156.8 million, plus interest, will be paid to the two BankAmerica Classes. The membership of these four Classes is defined later in this notice in Section III on page 2. The settlement amount computes to an average per share recovery of $0.34 per share to eligible members of the NationsBank Classes and $0.22 per share to eligible members of the BankAmerica Classes, prior to adjustment for non-participating shares. These average share amounts are calculated before deduction of attorneys' fees and expenses. NationsBank Class members who owned their shares as of the close of the merger on September 30, 1998, but who sold their shares before October 14, 1998, will receive a reduced recovery as to their sold shares. Bank- America Class members who purchased shares between October 1, 1998 and October 13, 1998, inclusive, and who sold those shares before October 14, 1998, will receive a reduced recovery as to their sold shares. Class members who fail to submit properly completed Claim Forms to the Claims Administrator by July 15, 2002 will not be eligible to participate in the recovery, unless the Court extends the time for filing a claim for good cause shown. The settling parties do not agree on the issues of liability and damages and do not agree on the average amount of damages per share, if any, that would be recoverable if the case was not settled and plaintiffs, or any of them, prevailed at trial. The issues on which the parties disagree are stated in detail in Section VII on page 5. Counsel for each of the Classes intend to apply to the Court for an award of attorneys' fees and reimbursement of expenses incurred in the prosecution of the consolidated cases. The total attorneys' fees which will be sought will not exceed twenty-five percent (25%) of the recovery. The maximum total attorneys' fees to be sought to be paid by the NationsBank Classes will be $83.3 million, and the maximum total attorneys' fees to be sought to be paid by the BankAmerica Classes will be $39.2 million. The attorneys' fees will bear interest at the same rate and in the same manner as the settlement proceeds until paid out. Counsel for the NationsBank Classes will seek to have an award of actual costs and expenses, including the estimated expenses of notice and administration, to be reimbursed by those Classes in an amount not to exceed $7 million. Counsel for the BankAmerica Classes will seek to have an award of actual costs and expenses, including the estimated expenses of notice and administration, to be reimbursed by those Classes in an amount not to exceed $4.5 million. Up to an additional $200,000 will be sought to reimburse those plaintiffs who incurred costs and expenses directly related to class representation. The total requested fees and expenses amount to an average of $0.09 per NationsBank share and $0.06 per BankAmerica share, prior to adjustment for nonparticipating shares.

9 Additional information concerning the settlement can be obtained by accessing the Internet web-site established for this settlement by Class Counsel, by contacting the Claims Administrator, or by contacting the Lead Counsel for the respective Classes. The web-site can be accessed at : The Claims Administrator can be reached at : Claims Administrator BankAmerica Corp. Securities Litigation c/o Heffler Radetich & Saitta L.L.P. P.O. Box Mount Laurel, NJ Telephone : (215) Lead Counsel for the NationsBank Classes can be reached at: Martin M. Green Joe D. Jacobson Jonathan F. Andre s Green Schaaf & Jacobson, P.C Forsyth Blvd., Suite 700 St. Louis, MO Telephone: (314) Lead Counsel for the BankAmerica Classes can be reached at : Arthur N. Abbey Stephen T. Rodd James S. Notis Abbey Gardy, LLP 212 East 39th Street New York, NY Telephone : (212) The reasons for settlement relate primarily to the numerous and complex unresolved legal and factual issues in the case which, in combination, make the outcome of any trial and any subsequent appeal highly uncertain, and present a substantial possibility that one or more of the Classes would ultimately obtain either no recovery or a recovery of less than the amounts obtained through the proposed settlement. II. Important dates. On May 30, 2002, beginning at 9:30 a.m., the United States District Court for the Eastern District of Missouri will hold a hearing before the Honorable John F. Nangle, United States Senior District Judge, on the proposed settlement. This hearing will be held at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri The issues to be considered at the hearing will include : the proposed settlement agreement, the plans of allocation of settlement proceeds, Class Counsels' application for attorneys' fees, Class Counsels' application for reimbursement of expenses, reimbursement of expenses and lost wages for representative plaintiffs, and any objection to the foregoing. The deadline for filing objections is May 13, The Court may continue the date for the hearing, or for any portion thereof, to a subsequent date without further written notice. A Claim Form is included as part of this notice. If the Court approves the settlement, whether as proposed or as modified by the Court, each Class member who wishes to receive a payment from the settlement proceeds must deliver a properly completed and signed Claim Form to the Claims Administrator postmarked no later than the Claim Closing Date of July 15, If the Claims Administrator does not receive your properly completed and signed Claim Form postmarked no later than July 15, 2002, you may not receive any payment in the settlement. III. Are you eligible to share in the settlement proceeds? You may be eligible to share in the settlement proceeds if. (1) you are a member of one or more of the Classes certified by the Court; and (2) you timely complete, sign and deliver your Claim Form and supporting documents. If you do not timely complete, sign and deliveryour Claim Form and supporting documents, you will be bound by the terms of the Settlement even though you may not share in the settlement proceeds. A. The four Classes and who is included in them. (1) The "NationsBank Holder Class." All common and preferred shareholders of NationsBank who were entitled to vote on the Merger of NationsBank and BankAmerica or who held their shares in Nations- Bank as of the close of business on September 30, (2) The "NationsBank Purchaser Class." All purchasers of NationsBank securities between August 4, 1998 and September 30, (3) The `BankAmerica Holder Class." All common and preferred shareholders of BankAmerica who were entitled to vote on the Merger, or who held their shares in BankAmerica as of the close of business on September 30, (4) The `BankAmerica Purchaser Class." All purchasers of BankAmerica securities between August 4, 1998 and September 30, 1998, and all purchasers of Bank of America securities between October 1, 1998 and October 13, B. Persons excluded from the Classes. Certain persons who would otherwise fall within the definition of one or more of the Classes are excluded from the four Classes. The persons excluded from the Classes are : (1) the defendants ; (2) Bank of America, its subsidiaries and affiliates, both in its own right and as the successor in interest of BankAmerica and Nations- Bank ; (3) the officers and directors of Bank of America, BankAmerica, and NationsBank ; (4) members of the

10 immediate families of any of the defendants ; (5) any entity in which any of the defendants has a controlling interest; and (6) the legal representatives, heirs, successors, predecessors in interest, affiliates or assigns of any of the defendants. The defendants are Bank of America Corporation, David A. Coulter, James H. Hance Jr., John J. Higgins, Hugh L. McColl Jr., Marc D. Oken, and Michael E. O'Neill. The individual defendants were all officers or directors of Bank of America or its predecessors at times material to the allegations in the complaint. The phrase "officers and directors," as used in definitions of the Classes, means officers and directors of the respective corporations, and does not include branch bank officers. Also excluded from the Classes are all persons who requested exclusion or "opted-out" of this action pursuant to the Notice of Pendency of Class Action dated May 9, 2000 (the "Prior Notice"). IV. Nature of the action and status of the proceedings. The action and its status as of May 9, 2000, was described in detail in the Prior Notice, which was delivered by U.S. Mail to all persons identified as being a member of one or more of the Classes, as listed in the records of Bank of America's transfer agent, in the records of brokers and other nominees, and through other sources of information. A copy of the Prior Notice can be downloaded from the internet at : bankofamericasettlement.com. After the mailing of the Prior Notice, the following events of note occurred : Approximately 1,250 potential class members opted out of the class action. The opt-outs totaled less than one percent of the potential class members. The Consolidated Amended Complaint was further amended to include claims against defendants based on California state law. The NationsBank Classes and the BankAmerica Purchaser Class added claims that substantially overlapped the California state law claims asserted in the Desmond action, a California state court action. The Desmond action was discussed in the Prior Notice. The Court had issued a stay of the Desmond action. The United States Court of Appeals for the Eighth Circuit affirmed the stay, and the United States Supreme Court denied the Desmond plaintiffs' application for review by petition for writ of certiorari. The BankAmerica Holder Class added claims that substantially overlapped the California state law claims asserted in the Giorgetti action. These additional claims were asserted when, by agreement of the parties and by order of the Court and by order of the California Superior Court, the Giorgetti action was effectively transferred from California state court to federal court and consolidated with this action effective December 28, V. Background to the settlement. Before entering into settlement discussions, counsel for the NationsBank and BankAmerica Classes conducted a thorough investigation and extensive pretrial discovery relating to the events and transactions underlying the claims, including, among other things : inspecting and analyzing over one and one-half million pages of documents produced by defendants and non-parties (including the D.E. Shaw companies and their accountants; the financial advisors, accountants, and former employees of BankAmerica and NationsBank ; and more than 25 investment brokerage firms whose analysts followed the stock and financial performance of Bank- America and NationsBank) ; reviewing hundreds of hours of audiotape ; taking videotaped deposition testimony, primarily in New York, San Francisco and Charlotte, North Carolina, from over 75 fact witnesses between October 2000 and January 2002 ; reading and analyzing lengthy deposition transcripts of testimony given before the Securities and Exchange Commission ; defending over 55 videotaped depositions taken of representative plaintiffs between April 1999 and June 2001 ; employing a computer forensics company to copy and analyze the hard drives of computers used by and belonging to several individual defendants and one nondefendant senior executive of NationsBank ; serving defendants with extensive requests for admissions and submitting with defendants a joint stipulation to the Court of over 1,500 stipulations of fact ; retaining and consulting extensively between November 1998 and January 2002 with more than ten experts and consultants on accounting, discovery, regulatory, and damage issues, and disclosing the reports and rebuttal reports prepared by plaintiffs' designated experts, all of whom defendants deposed ; and analyzing the reports of defendants' seven designated expert witnesses and taking depositions of those expert witnesses. Counsel for the NationsBank Classes filed a motion for partial summary judgment on the issue of liability against defendants and filed numerous motions to exclude evidence at trial. Counsel for both Classes filed legal briefs in opposition to defendants' motions for summary judgment and motions to exclude plaintiffs' expert witnesses from testifying at trial. At the time the parties entered into the settlement discussions, the Court had not ruled on any of these motions. The parties also exhaustively briefed the issue of whether the Court should order a single trial or separate trials for the claims brought by the NationsBank and BankAmerica Classes, respectively. While the Court had ordered separate trials, it was reconsidering this order and, at the time the parties entered into the settlement discussions, the Court was scheduled to hear arguments from the parties on the issue of separate trials. Before agreeing to the proposed stipulation, the parties engaged in three days of mediation with the assistance of a retired United States District Judge, Nicholas H. Politan. Counsel and representatives of the defendants, their insurers, and of the NationsBank and

11 BankAmerica Classes, including three representative plaintiffs for the NationsBank Classes, participated in the mediation. On the third day of the mediation, which concluded January 31, 2002, counsel for the parties reached an agreement in principle on the terms of the proposed settlement. The mediator opined, in writing, that the terms of the proposed settlement are fair, reasonable and adequate. The NationsBank and BankAmerica Classes' counsels' decision to recommend the proposed settlement was made with knowledge of the facts and circumstances underlying each Classes' claims, and the strengths and weaknesses of those claims and of the various defenses defendants have asserted against the claims. In determining to recommend the proposed settlement, counsel for the NationsBank Classes and the BankAmerica Classes have separately and collectively evaluated the extensive pre-trial investigation, their factual and expert discovery, and have considered all of the known risks involved in prosecuting the claims through the pending pre-trial motions, trial, post-trial motions, and likely appeals. The risks considered by counsel include that some of the legal issues presented by the claims and the defenses are novel, and that there are no reported decisions to provide clear guidance on how a federal district court or appellate court would interpret certain provisions of the applicable law. Counsel for the Classes have also taken into account the uncertainty and risk inherent in any litigation, especially highly complex litigation such as this, and that several of the defenses asserted, if successful at trial or on appeal, would completely eliminate or severely reduce any recovery of damages by the Classes. Based upon counsels' consideration of all known risk factors, counsel determined that the proposed settlement was fair, reasonable and adequate, and in the best interests of each Class. The measure of damages resulting from defendants' actions or omissions, if any, that each of the Classes could prove was a matter of significant dispute and the subject of sharply conflicting expert opinion testimony. Defendants have vigorously defended against all of the claims, have consistently denied any liability to the Classes, and have disputed the existence of any damages to the Classes even if liability were established. VI. Terms of the settlement and related matters. The complete terms of the proposed settlement are set forth in the Stipulation and Agreement of Compromise and Settlement ("Stipulation") signed by the parties, which is on file with the Office of the Clerk, Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102, and is available for review on the Internet web-site The key financial terms are : The defendants will pay a total of $490 million, of which $333.2 million is to be paid to the NationsBank Classes and $156.8 million is to be paid to the Bank- America Classes. Attorneys' fees and all expenses will be paid out of these sums. The settlement funds will accrue interest at the 90-day Treasury Bill Rate, as adjusted from time to time, beginning March 6, 2002, until paid. NationsBank Classes. There are an estimated 962 million NationsBank shares potentially eligible to participate in the settlement for the NationsBank Classes. The number actually participating will be reduced by the number of shares held by: (a) persons who are excluded from the NationsBank Classes, such as defendants and their immediate family members; (b) persons who opted-out of the Classes ; and (c) persons who do not timely submit a properly completed and signed Claim Form. The average recovery per share of NationsBank stock held by members of the NationsBank Classes is estimated at $0.34 per share prior to deduction for attorneys' fees and reimbursement of expenses incurred in the prosecution of the consolidated actions and prior to deduction of any award of lost wages and reimbursable expenses paid to representative plaintiffs and prior to adjustment for non-participating shares. If the Court awards the maximum amount of attorneys' fees and expenses which may be requested, the average recovery per share is estimated at $0.25 per share prior to adjustment for non-participating shares. The per share recovery will be increased by the fact of non-participating shares; the amount of the resulting per share increase cannot be estimated at this time. The per share recovery will also be increased by accrued interest. Shares sold prior to the opening of trading on October 14, 1998, will receive a recovery equal to one-tenth (1/10) of the recovery for shares Class members continued to hold October 14, Persons who sold their shares prior to the closing of the Merger on September 30, 1998, will not receive any payment in the settlement. BankAmerica Classes. There are an estimated million BankAmerica shares and 7.5 million Bank of America shares potentially eligible to participate in the settlement for the BankAmerica Classes. The number actually participating will be reduced by the number of shares held by : (a) persons who are excluded from the BankAmerica Classes, such as defendants and their immediate family members ; (b) persons who opted-out of the Classes; and (c) persons who do not timely submit a properly completed and signed Claim Form. The average recovery per share of BankAmerica stock purchased and/or held by members of the BankAmerica Classes (subject to the variations in the allocation plan described below at Section X at page 7) is estimated to be $0.22 per share prior to deduction for attorneys' fees and reimbursement of expenses incurred in the prosecution of the consolidated actions and prior to deduction of any award of lost wages and reimbursable expenses paid to representative plaintiffs, and prior to adjustment for non-participating shares. If the Court awards the maximum amount of attorneys' fees and expenses which may be requested, the average recovery per share is estimated at $0.16 per share prior to adjustment for non-parti- 4

12 cipating shares. The per share recovery will be increased by the fact of non-participating shares ; the amount of the resulting per share increase cannot be estimated at this time. In consideration for these payments to the Nations- Bank Classes and the BankAmerica Classes, the defendants and others will be released by the members of the Classes from all claims that were asserted, or which could have been asserted, in the consolidated actions, and all claims of the class members, whether direct, class, or derivative, arising out of the Merger or from the bank's relationship with D.E. Shaw. This release will benefit, in addition to the defendants, Bank of America's present and former officers, directors, employees, agents, attorneys, financial advisors, commercial bank lenders, investment bankers, insurers, accountants, representatives, trustees, affiliates, associates, parents, subsidiaries, general and limited partners and partnerships, heirs, executors, administrators, successors and assigns. The Settlement will become effective at such time as a Judgment entered by the Court approving the Settlement is final and no longer subject to appeal. VII. Potential outcome of case if not settled. The settling parties disagree as to both liability and damages, and do not agree on the average amount of damages per share that would be recoverable by any of the Classes if plaintiffs were to have prevailed on each federal securities law claim alleged. The issues on which the settling parties disagree include: (a) the appropriate economic and statistical models for determining the amount the market price of BankAmerica and Bank of America stock was allegedly artificially inflated (if at all) during the relevant Class Periods, and the amount of any such inflation ; (b) the appropriate economic and statistical models for determining the amount the market price of Bank of America stock dropped, if at all, in reaction to its announcement of a $372 million loss on the D.E. Shaw credits, and the amount of any such drop ; (c) the appropriate accounting standards and regulatory asset classifications to be applied to the D.E. Shaw credits from time to time to determine the correct amount and appropriate time for disclosure of BankAmerica's loss related to D.E. Shaw ; (d) whether the D.E. Shaw credits should have been accounted for as a loan or an investment or otherwise ; (e) the applicability of the so-called "bounce back" provision of the Private Securities Litigation Reform Act ("PSLRA"), 15 U.S.C. 78u-4(3), and whether this provision eliminates the Classes' legal entitlement to damages; (f) the extent to which Class members who held both NationsBank stock and BankAmerica stock suffered any damages, specifically whether these cross shareholdings were offsetting for purposes of calculating damages; (g) the extent to which the NationsBank Class claims stand in direct contradiction to the BankAmerica Class claims so that none of the members of any of the Classes suffered any damages ; (h) the legal significance, if any, of an investigation conducted by the United States Securities and Exchange Commission ("SEC") concerning BankAmerica's reporting of its relationship with D.E. Shaw, and the extent to which Bank of America could deny, if at all, any finding of fact in a July 30, 2001 SEC Consent Order agreed to by it finding that it violated the reporting provisions of federal securities laws in failing to disclose the nature of the relationship and the risks inherent in it, or the extent to which Bank of America could create the impression that the Consent Order is without factual basis ; (i) the extent defendants' allegedly materially false and misleading statements affected the market price of BankAmerica stock, if at all, at various times during the Class Period ; (j) the extent the Joint Proxy-Prospectus and other filings by Bank- America with the SEC, including the August 28 and September 15, 1998 forms 8-K, were materially false and misleading, if at all ; (k) whether D.E. Shaw's trading losses would have been material to NationsBank shareholders voting on the Merger ; (1) the extent the non-disclosure of D.E. Shaw's trading losses influenced the market price of BankAmerica and Bank of America stock, if at all, during the Class Period; (m) whether and when the officers and directors of NationsBank were aware of D.E. Shaw's trading losses and the associated market risk, if any, to BankAmerica prior to the Merger ; (n) whether the Merger was a "true merger of equals" or an acquisition of BankAmerica by NationsBank; (o) whether, if the Merger was an acquisition and not a true merger of equals, BankAmerica's shareholders were entitled to a control premium and, if so, how much of a control premium; and (p) the applicability of California law to the Class claims and the impact of California law on the "bounce back" provision of the PSLRA. VIII. Statement of attorneys' fees and expenses, and reimbursement of costs and expenses of representative plaintiffs. Class Counsel intend to apply to the Court for an award of attorneys' fees and expenses. The total attorneys' fees which will be sought will not exceed twenty-five percent (25%) of the respective Classes' recovery. Thus, the maximum total attorneys' fees to be sought to be paid by the NationsBank Classes will be $83.3 million, and the maximum total attorneys' fees to be sought to be paid by the BankAmerica Classes will be $39.2 million. The attorneys' fees will bear interest at the same rate and in the same manner as the settlement proceeds until paid out. Counsel for the NationsBank Classes will seek to have an award of actual expenses incurred in the prosecution of the consolidated actions on behalf of the NationsBank Classes paid by those Classes from their settlement fund in an amount not to exceed $7 million. These expenses include the estimated expenses of the class notice and claims administration. The expenses equal approximately two percent (2%) of the NationsBank Classes' recovery. Total fees and expenses to be paid by NationsBank Classes would be approximately nine cents per share prior to adjustment for non-participating shares. Counsel for the Bank- America Classes will seek to have an award of expense s 5

13 incurred in the prosecution of the consolidated actions on behalf of the BankAmerica Classes paid by those Classes from their settlement fund in an amount not to exceed $4.5 million. These expenses include the estimated expenses of the class notice and claims administration. The expenses equal approximately three percent (3%) of the BankAmerica Classes' recovery. Total fees and expenses to be paid by BankAmerica Classes would be approximately six cents per share prior to adjustment for non-participating shares. Each of the above-referenced amounts would earn interest at the same rate and in the same manner as the settlement funds until paid. The expenses of notice and claims administration will be borne 56% by the NationsBank Classes and 44% by the BankAmerica Classes. The Classes are using joint notices and joint claims administration to minimize these expenses and are dividing the expenses proportionate to the relative numbers of estimated Class members. If the actual expenses for notice and claims administration exceed the estimate, Class Counsel will apply for reimbursement of the difference. Class Counsel intend to apply to the Court for an award of reasonable costs and expenses, including lost wages, to those plaintiffs who incurred such costs and expenses directly relating to representation of the class. The maximum award to be requested for any plaintiff who participated in discovery, including appearing at a deposition, will be $2,000. The maximum award to be requested for any plaintiff who participated directly in the mediation will be $15,000. The total amount of this costs and expenses reimbursement, if approved by the Court, will be less than one twentieth (1/20) of one percent of the gross recovery. Counsel believes that the requested percentage fee is fair, reasonable and appropriate, given the substantial commitment in time and expenses advanced by the lawyers involved, the extended period of time of their commitment, the fact that certain partners in the Lead Counsel firms devoted substantially all of their time for a period of years on the prosecution of the case, the high quality of the work performed and the successful results obtained throughout the litigation, the novelty and difficulty of the legal issues presented by the case, the quality of defendants' counsel and their vigorous defense on all issues in the case, and the very substantial risk throughout the time that the case has been pending that the claims would result in either no recovery, or in a minimal recovery, for the Classes. Counsel will be filing applications for attorneys' fees and for reimbursement of expenses with the Court prior to the settlement hearing. These applications will state the time expended by each lawyer and expenses incurred by each law firm, and will provide the lodestar calculation for fees on an hourly basis for comparison purposes. IX. Reasons for the settlement. The principal reasons for the proposed settlement are (a) the immediate and certain benefit it provides to the Classes and (b) the substantial risk that, absent a settlement, the Classes would ultimately recover a lesser amount or nothing, whether because of an adverse decision by the trial court on the pending motions for summary judgment or to exclude plaintiffs' expert witnesses, an adverse jury verdict, an adverse decision by the trial court on post-trial motions, or an adverse decision by an appellate court. David P. Oetting, a lead plaintiff and one of the class representatives for the NationsBank Holder Class, has indicated that he plans to object to the settlement on the ground that the amount to be paid to the NationsBank Classes is inadequate, both as a percentage of the settlement amount and in absolute terms. X. Allocation of settlement proceeds among members of the classes. Class Counsel are submitting to the Court plans for allocation of the settlement proceeds within each Class. Distribution of the settlement proceeds within each Class is conditioned upon the Court approving the settlement and approving the plans of allocation. The actual allocation will depend upon the decision of the Court. Submission, approval, implementation, or consummation of the plans of allocation are not conditions of the settlement, and any order or proceeding relating thereto will not operate to terminate the settlement or to affect its finality. A. NationsBank Classes. The plan of allocation for the NationsBank Classes is as follows : 1. The proceeds will be allocated on a pro rata basis among all shares eligible for a distribution of the settlement proceeds, except as provided in paragraph 3 below. 2. Members of the NationsBank Holder Class and members of the NationsBank Purchaser Class will be treated equally in the allocation of the settlement proceeds, and neither class will be preferred or disfavored compared to the other. 3. The only shares eligible to participate in the distribution of the settlement proceeds are those shares that were owned by a class member after the close of trading on September 30, The shares of class members sold prior to the commencement of trading on October 14, 1998, will receive a reduced payment from the settlement proceeds compared to shares continued to be held by class members after the commencement of trading on October 14, Shares sold prior to the commencement of trading on October 14, 1998 will receive one-tenth (1/10) of the payment made to shares held thereafter. 4. No set-off will be applied to reduce the amount of settlement proceeds payable to any class member who also owned shares in the former BankAmerica Corporation as of the close of trading on September 30,

14 B. BankAmerica Classes. The plan of a llocation for the BankAmerica Classes is as follows : 1. Each member of the BankAmerica Classes who timely submits a valid proof of claim will share in the settlement fund (net of any awards of attorneys' fees and expenses and related items) pro rata, based on the number of damaged shares held and/or purchased by that member of the BankAmerica Classes. 2. Damaged shares are calculated as follows for each member of the BankAmerica Classes : a. Each share of BankAmerica common stock, purchased at any time, and owned as of the close of business on September 30, 1998, equals one damaged share; b. Each share of BankAmerica common stock purchased between October 1, 1998 and October 13, 1998, and sold at a loss between October 1, 1998 and October 13, 1998, equals one-tenth of a damaged share ; and c. Each share of BankAmerica common stock purchased between October 1, 1998 and October 13, 1998, and sold at a loss between October 14, 1998 and December 31, 1998, equals two damaged shares. 3. Shares purchased during the period August 4, 1998 through September 30, 1998 and sold on or before September 30, 1998 will not be eligible to participate in the distribution of the settlement proceeds. For shares purchased between October 1, 1998 and October 13, 1998, and sold at a loss between October 14, 1998 and December 31, 1998, no Class member's recovery for those transactions will exceed their actual losses from those transactions. For the purposes of computing actual losses, a sale at a loss is determined by the difference between the purchase price and sales price. Commissions, taxes and fees shall not be included. The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date. 4. No set-off will be applied to reduce the amount of settlement proceeds payable to any member of the BankAmerica Classes who also owned shares in the former NationsBank Corporation as of the close of trading on September 30, C. Additional provisions. Class members who fail to submit to the Claims Administrator a properly completed and signed claim form, with supporting documents, postmarked on or before July 15, 2002 shall have their claims disallowed unless the Court orders otherwise for good cause shown. All checks made payable to Class members in payment of such members' share of the settlement distribution shall bear the endorsement that the check shall be void six months after the date of issuance. All settlement funds remaining unclaimed one year after the initial date of the settlement distribution, whether by reason of uncashed checks or otherwise, plus any funds designated for the expenses of administration which are not expended, may be contributed as a donation to one or more non-sectarian, not-for-profit Section 501(c)(3) organizations as determined by the Court in its sole discretion. If the unclaimed amounts are substantial, a second distribution may be made, on terms which cannot presently be determined, subject to the approval of the Court. M. Submission and processing of Claim Forms. In order to be eligible to receive any distribution from the settlement, you must complete and sign the attached Claim Form and deliver it to the Claims Administrator, along with the required supporting documentation, so that it is received by the Claims Administrator, or is postmarked by the United States Postal Service, no later than July 15, Your Claim Form must be received by the Claims Administrator or postmarked by this date or you will not share in the distribution of the settlement proceeds, unless the Court orders otherwise on good cause shown. XII. Settlement fairness, plan of allocation, and attorneys' fees and expenses application hearing. At the settlement hearing, to be held on May 30, 2002, at 9 :30 a.m., at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri, 63102, the Court will determine whether the proposed settlement is fair, reasonable and adequate, and whether it should be approved as written or as modified by the Court and agreed by the parties. At this hearing, Class Counsel will submit for the Court's consideration and approval their proposed plans of allocation, their applications for an award of attorneys' fees, and their applications for reimbursement of expenses. These submissions may be heard by the Court on the date set for the settlement hearing or on such future date or dates as the Court may announce. The Classes will not receive written notice of any future hearing dates. The Court's approval of the proposed plans of allocation or of the attorneys' fees or expenses applications is not a condition of the approval of the settlement. The Court may continue the date for the settlement hearing, or for any portion thereof, to a subsequent date without further written notice. Objections to the proposed Settlement Agreement, the proposed Plans of Allocation, and the applications for attorneys' fees and expenses, by Class members (who have not previously elected to exclude themselves from the Classes) will be considered by the Court, but only if such objections are filed in writing with the Clerk of Court on or before May 13, In their written objections, each Class member must provide : (a) proof of such person's membership in one or more of the Classes ;

15 (b) a statement or brief stating the basis for the person's objection ; and (c) an indication of whether the person wishes to be heard orally at the hearing. Objectors do not need to attend the hearing, either in person or by counsel. Similarly, Class members who support the proposed Settlement Agreement do not need to appear at the hearing. All papers filed with the Clerk of Court shall also be served on the following counsel : Martin M. Green Green Schaaf & Jacobson, P.C 7733 Forsyth Blvd., Suite 700 St. Louis, MO Lead Counsel, NationsBank Classes Arthur N. Abbey Abbey Gardy, LLP 212 East 39th Street New York, NY Lead Counsel, BankAmerica Classes Warren R. Stern Wachtell Lipton Rosen & Katz 51 West 52nd Street New York, NY Counsel for the Defendants XIII. Special notice to banks, securities brokers and other nominees. By Order of the Court, each bank, brokerage firm, trust company, trustee, depository, and other nominee, or former nominee, for a beneficial owner who is or may be a member of any of the Classes, is required within ten (10) business days of receipt of this notice to either: (1) forward to all such persons or other entities a copy of this notice and the Claim Form ; or (2) if you have not already done so in response to the Prior Notice, send to the Claims Administrator, at the address stated at the end of this notice, a computer file (i.e., Word or Excel files, text files, or other commonly available and compatible data formats) of the names and addresses of persons or entities for whom they purchased BankAmerica, NationsBank, or Bank of America securities, or for whom they held such securities, during the time periods described above. Copies of this notice and of the Claim Form will be mailed to all persons and entities so identified. Any nominee who has already provided the abovedescribed information to the Claims Administrator pursuant to the Prior Notice will be so notified in writing, and need not perform additional research unless such additional research may result in additional names and addresses of members of any of the Classes. Nominee holders of BankAmerica, NationsBank, or Bank of America securities will be reimbursed for their actual out-of-pocket expenses incurred in identifying or notifying Class members pursuant to the preceding paragraph to the extent that they provide appropriate documentation of the expenses claimed. The out-ofpocket expenses for which nominee holders shall be reimbursed does not include any service or handling fee. These reimbursement amounts are included in the estimated expenses for claim administration to be paid by the Classes. FOR MORE INFORMATION The foregoing information is not all-inclusive. You may obtain additional and more detailed information by any of the following means : (1) visiting the Office of the Clerk of the Court, Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102, during normal court hours, in order to inspect the pleadings and other papers maintained there in File No. MDL 1264 (Senior Judge Nangle) ; or (2) by contacting the Claims Administrator : Claims Administrator BankAmerica Corp. Securities Litigation c/o Heffler Radetich & Saitta L.L.P. P.O. Box Mount Laurel, NJ Tel : (215) or by visiting the web-site : DO NOT TELEPHONE THE OFFICE OF THE CLERK OF THE COURT. All inquiries concerning this notice or the Claim Form by members of the NationsBank and BankAmerica Classes should be made to the Claims Administrator or to the Lead Counsel for the Classes at the addresses previously stated, or by visiting the web-site established by Class Counsel at : Dated: April 5, BY ORDER OF THE COURT UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISIO N 8

16 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI Eastern Division IN RE: MDL No BANKAMERICA CORP. Senior Judge Nangle SECURITIES LITIGATION ALL CASE S CLAIM FORM AND SUBSTITUTE FORM W- 9 This Claim Form is for use by persons and entities entitled to seek distribution of a portion of the settlement proceeds in this case. Please fill in all of the blanks on this Claim Form. Please print in black ink or type your information. Accuracy and clarity are extremely important. This Claim Form is a filing with the Court and any false filings may be subject to serious penalties. Additional information and additional copies of this Claim Form can be obtained on the Internet web-site Please attach to this Claim Form documentary evidence establishing your ownership of the shares claimed to be owned by you on the various dates requested on this Claim Form. This documentary evidence can include brokerage account statements, purchase and sale confirmations, copies of stock certificates, and other documents clearly establishing your ownership of the specified securities on the specified days. This entire Claim Form, pages 1 through 8, and supporting documents must be received by the Claims Administrator, or be postmarked, no later than July 15, 2002 at the following address : Claims Administrator BankAmerica Corp. Securities Litigation c/o Heffler, Radetich & Saitta L.L.P. P.O. Box Mount Laurel, NJ Telephone : (215) If you fail to submit your Claim Form by July 15, 2002, your claim may be rejected and you may not receive any payment in the settlement. Do not mail or deliver your Claim Form to the Court or to any of the parties or lawyers. Submit your Claim Form and supporting documents only to the Claims Administrator. Any Claim Forms submitted to other persons or entities, including the Court, will be deemed not to have been submitted. If the record owner of the securities on the dates mentioned on this Claim Form has since died or become incapacitated, and you now own the securities as heir or in a capacity as personal representative, executor or trustee, or in a similar successor capacity, or now manage the securities as a conservator or trustee for an incapacitated person, please state that fact in the space provided and provide documentary evidence sufficient to show your right to file this Claim Form for the incapacitated record owner or the estate of the deceased former owner.

17 1. Identity of Claimant CLAIM FORM AND SUBSTITUTE FORM W-9 This Claim Form Must Be Postmarked by : July 15, Please type or print using black ink. [If using the peel-off label, skip to Address.] If the label is not completely correct you must If the information on the name and address label is complete this page, filling in all information that completely correct, peel off the label and affix here. applies. DO NOT USE THE LABEL UNLESS Using the label will speed the processing of claim THE INFORMATION ON IT IS COMPLETELY forms. Complete this page with any information not - included on the label, beginning with Address. CORRECT. Name: (If held in Joint Name, please write name of both owners.) If you are filing this claim on behalf of someone else as a successor -in-interest, conservator or trustee, the person or entity on whose behalf you are filing this claim is the Claimant, and his, her, or its name should be w ritten above. Your name and title should be written here : If you are a bank or other institution filing a claim on behalf of someone else, and an account number is needed to identify the claimant for your records, please write the account number here : Address : City : Country : Address: Telephone Number (Day) : State : Zip Code : (Evening) : Person to contact concerning this claim (if different than Claimant) : Name : Telephone Number (Day) : Claimant's Taxpayer Identification Number : (Evening) : OR Social Security Number Employer Identification Number The Social Security or Employer Identification number and the telephone number of the Claimant may be used to verify the claim. Failure to provide any of the requested information could delay verification of the claim or may result in rejection of the claim.

18 Claimant is : Individual Joint Owners Partnership IRA, Keogh or other type of retirement plan (specify type of plan) : Corporation Other (specify) : Trust H. Informational Question s Your must answer each of the following questions. 1. Have you previously sought exclusion from or "opted-out" from this class action? Yes No 2. Are you, or have you been at any time from 1998 to the present, a corporate officer or a director of Bank of America Corporation, NationsBank Corporation, or BankAmerica Corporation? Yes No 3. Are you preparing this Claim Form on behalf of any subsidiary or affiliate of Bank of America? Yes No 4. Are you an immediate family member, legal representative, heir, successor, predecessor in interest, affiliate or assignee of any one or more of the following defendants : Bank of America Corporation, David A. Coulter, James H. Hance Jr., John J. Higgins, Hugh L. McColl Jr., Marc D. Oken, and Michael E. O'Neill? Yes No 5. If you answer to any one or more of questions 2, 3, or 4 was "yes," please state in detail the nature of your relationship with the corporation(s) or defendant(s). If you need additional space, you may attach a sheet of paper on which you have printed your name and taxpayer identification number. 3

19 III. Information on Shares Held You should answer the questions in subpart A if you were a NationsBank shareholder, or if you purchased NationsBank stock, and believe that you may be entitled to a payment from the settlement funds payable to the members of the NationsBank Classes. If you do not answer the questions in subpart A, the Claims Administrator will assume that you are not making a claim for a payment from the NationsBank Classes' settlement. You should answer the questions in subpart B if you were a BankAmerica shareholder, or if you purchased BankAmerica stock, and believe that you may be entitled to a payment from the settlement funds payable to the members of the BankAmerica Classes. If you do not answer the questions in subpart B, the Claims Administrator will assume that you are not making a claim for a payment from the BankAmerica Classes' settlement. You should list all shares as whole numbers only ; for fractional shares, round to the next highest whole number (e.g., shares should be listed as 58 shares). A. NationsBank Corporation stock : 1. Did you own shares of NationsBank Corporation stock as of the close of business on September 30, 1998? Yes N o 2. How many shares of NationsBank stock did you own September 30, 1998, as of the close of business? 3. How many of the shares included in your answer to question 2, if any, did you sell during the period October 1 through October 13, 1998? 4. How many of the shares included in your answer to question 2, if any, did you continue to own as of the close of business October 13, 1998? 4

20 B. BankAmerica Corporation stock : 1. Shares held as of September 30, 1998 : a) Did you own shares of BankAmerica Corporation stock as of the close of business on September 30, 1998? Yes No b) How many shares of BankAmerica stock did you own o n September 30, 1998, as of the close of business? 2. Shares purchased during the period October 1 through October 13, 1998 : a) Did you purchase shares of BankAmerica Corporatio n (now Bank of America Corporation) stock during the period October 1, 1998 through October 13, 1998, inclusive? Yes No b) If your answer to question (a) above was "yes," list all purchases during the period October 1, 1998 through October 13, 1998, inclusive : Trade Date Number of Price Month/Day/Year Shares Purchased Per Share 1.m/m/m $m. 2.m/m/m $m. 3.m/m/m $m. 4.m/m/m $m. In stating your "price per share," please exclude the effects of commissions, taxes, fees, etc. If you need additional space for your answer, please attach additional sheets of paper on which you have printed your name and taxpayer identification number. c) Did you sell any of the shares of BankAmerica stock purchased during the period October 1, 1998 through October 13, 1998 (as listed in question (b) above), during the period October 1, 1998 through December 31, 1998, inclusive? Yes No d) If your answer to question (c) above was "yes," list all sales during the period October 1, 1998 through December 31, 1998, inclusive, of the shares purchased during the period October 1, 1998 through October 13, 1998 (as listed in question (b) above) : 1Y7adeDate Number of Price Month/Day/Year Shares Sold Per Shar e I.$m. 2.m/m/m $m. 3.m/m/m $m. 4.~1m1m $m. In stating your "price per share," please exclude the effects of commissions, taxes, fees, etc. If you need additional space for your answer, please attach additional sheets of paper on which you have printed your name and taxpayer identification number. e) How many shares of BankAmerica stock did you hold as of the close of business December 31, 1998, of the shares purchased during the period October 1, 1998 through October 13, 1998 (as listed in question (b) above)? 5

21 IV. Submission to Jurisdiction of the Cour t Claimant, and the person representing Claimant, if any, submits to the jurisdiction of the United States District Court for the Eastern District of Missouri, Eastern Division, and agrees to be bound by and subject to the terms of the Judgments and Orders of that Court in the consolidated actions, and to furnish such additional information or proof with respect to this Claim Form as the Court may require. V. Attestatio n I certify that I am NOT subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. Note: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the word "NOT" in the sentence above. The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding. I hereby swear or affirm, under penalty of perjury, that the foregoing answers stated in this Claim Form are true, accurate, and complete. I agree that if after submitting this Claim Form I learn that any of the information stated herein is not correct, I will promptly inform the Claims Administrator of the correct information. Date : Signature of Claimant. Type or print Claimant's name here. Signature of Joint Claimant. Type or print Joint Claimant's name here. ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME, POSSIBLY UP TO ONE YEAR FROM THE DATE THAT CLAIM FORMS ARE DUE TO BE FILED. THANK YOU FOR YOUR PATIENCE.

22 FOR ADMINISTRATIVE USE ONLY-DO NOT WRITE IN THIS SPAC E NationsBank Shares Held 09/30/1998 : BankAmerica Sold 10/01-10/13/1998 Held through 10/13/1998 Held 09/30/1998 Shares Shares Shares Claimed Deficient Rejected Allowed Claimed Deficient BankAmerica Purchased 10/01/1998 through 10/13/1998 and : Sold 10/01/199 8 through 10/13/1998 Sold 10/14/1998 through 12/31/1998 Shares Shares Loss Rejected Allowed Not Signed Claim Blank Claimant said "See Attached" CODE SHARES DATE P/S 1 :~ 2 :~ 3 :~ 4 :~ 5 :~ 6 :~ DUPE & BK UP : Reviewed By: Date: Verified By: Date : 7

23 REMINDER CHECKLIST 1. Please sign the Claim Form on page 6 of the Claim Form. 2. If this claim is being made on behalf of joint claimants, both must sign. 3. Please remember to return the entire Claim Form, pages 1 through 8, and attach supporting documents : NationsBank shareholders : Your documents must show all shares held as of September 30, 1998 and as of October 14, BankAmerica shareholders : Your documents must show all shares held as of September 30, 1998 and as of October 14, 1998, and as of the close of business December 31, 1998 ; all purchases of shares from October 1, 1998 through October 13, 1998; and all sales of shares from October 1, 1998 through December 31, Your supporting documents can include, but are not limited to, brokerage account statements, purchase and sale confirmations, and copies of stock certificates. 4. If you move, please send us your new address. 5. DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS. 6. Keep a copy of your Claim Form and all documentation submitted for your records. 7. You will not receive confirmation that your Claim Form has been received unless you send it via Certified Mail, Return Receipt Requested, or by some other means that will provide you with proof of receipt. QHSO13NH 1DILOM 11V9I 1I.LNV1MOdwI Vd `HIHd'IdQY'IIHd Z Z 'ON.LIWU Ed UIVd 3DV LSOd 'S'n ' TVW SSV'1D-.LSNI-4 1NOSd2id 1t'c IN `Ia.mE I tunow itls X09 'O'd d't'l Eaat~S ~8 gottapu21 `JOIJOH 0/0 u01jn8!f7 sazjzjndas droo vjzrauvo/ung.zotu.uslultupd stultjd

24 EXHIBIT "B"

25 .. ~,.., p r,n~rld n8 STATE OF TEXAS ) CITY AND COUNTY OF DALLAS ) ss : I, Gary Morris, being duly sworn, depose and say that I am the Advertising Clerk of the Publisher of THE WALL STREET JOURNAL (Global), a daily national newspaper published and of general circulation in Asia, Europe and The United States of Americ a and that the attached Notice has been regularly published in THE WALL STREET JOURNAL (Global) for two insertion(s) on the following date (s) : 4/30/02 & 5/3/02 advertiser : BankAmerica Corp. and that the foregoing statements are true and correct t o the best of my knowledge, information, and belief. Sworn to before me thi s 7 day of 2002 o//a/x Notary Public

26 STATE OF TEXA S CITY AND COUNTY OF DALLAS) I, Gal Morris, being duly sworn, depose and say that I ai Publisher of THE WALL STREET JOURNAL (Global), published and of general circulation in Asia, Europe and' and that the attached Notice has been regularly publishe d JOURNAL (Global) for two insertion(s) on the followin g advertiser : BankAmerica Corp. and that the foregoin g the best of my knowledge, information, and belief SS : UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI - Eastern Divisio n IN RE MDL No.1264 BANKAMERICA CORP. ) Senior Judge Nangle SECURITIES LITIGATION ALL CASE S SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEMENT WITH BANK OF AMERICA CORPORATION, AN D DATE OF HEARING ON THE PROPOSED SETTLE MENT, PROPOSED ATTORNEYS' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUND TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH SEPTEMBER 30,1998, INCLUSIVE ("NATIONSBANK CLASSES"). TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF BANKAMERICA CORPORATION DURING THE PERIOD AUGUST 4,1998 THROUGH OCTOBER 13,1998, IN CLUSIVE ("BANKAMERICA CLASSES"). YOU ARE HEREBY NOTIFIED that a Hearing will be held beginning on May 30, 2002, at 9:30 a.m., before the Honorable John F. Naugle, Senior United States District Judge, at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102, to determine, among other things, whether the proposed settlement of the above- captioned litigation should be approved by the Court as fair, reasonable and adequate to the certified classes. Under the proposed settlement, defendants will pay $490 million in cash, consisting of $ mi llion to the NationsBank Classes an d $156.8 million to the BankAmerica Classes, in accordance with the terms an d conditions of a Settlement Agreement dated as of March 8, 2002, on file with the Court. If the settlement should be approved, the above- captioned litiga tion w ill be dismissed on the merits and with prejudice as against all defend ants. Plaintiffs' counsel intend to make a request for an award of a ttorneys' fees, not to exceed 25% of the settlement funds, and reimbursement of costs and expenses incurred in this liti gation, not to exceed $11.5 million, to be heard at the time of the Hearing. Your rights may be affected by this litigation and the settlement thereof if you owned or purchased the stock of NationsBank or BankAmerica Corporation during the period August 4, 1998 through October 13, If you have not received a printed Notice of Proposed Class Action Settlement, Atto rneys' Fee and Expense Applicati ons, Hearing Date, and Class Members' Right to Share in Se ttlement Fund (the "Notice" ), you may obtain a copy of the Notice and of a Claim Form by writing to : Claims Adm inistrator, BankAmerica Corp. Securities Litigation, c/o Heffler, Radetich & Saitta L.L.P., P.O. Box 5413, Mount Laurel, NJ or by downloading a copy from the internet web-site, To receive a payment from the settlement funds, you must submit yourcompleted and signed Claim Form to the Claims Ad mi nistr ator no later than July 15, 2002, as desc ribed in the Notice. Any Class member may object to the proposed se tt lement, plan of allocation, applications for attomeys ' fees and expenses, or any part thereof, provided that. any objection must be submitted no later than May 13, 2002, in accord ance with the requirements stated in the Notice. The Lead Counsel for the The Lead Counsel for the NationsBank Classes BankAmerica Classes c an be reached at: can be reached at : Martin M. Green Arthur N. Abbey Joe D.Jacobson Stephen T. Rodd Jonath an F Andres James S. Notis Green Schaaf & Jacobson, P.C. Abbey Gardy, LLP 7733 Forsyth Blvd., Suite East 39th Street St. Louis, MO New York, NY PLEASE DO NOT CONTACT THE COURT OR THE CLERK' S OFFICE REGARDING THI S NOTICE. Sworn to before me this 7 day of 2002 Notary Public

27 EXHIBIT "C"

28 INVESTOR'S BUSINESS DAILY " Beatrice Street Ph Los Angeles, CA m April 29th 2002 SK ADVERTISING 1204 Landmark Road Yardley, PA This notice is a written affidavit confirming that on Monday April 29th, 2002, SK ADVERTISING ran a 2 column by 7-inch display advertisement for BANKAMERICA CORPORATION. The advertisement ran in the April 29th edition of Investor's Business Daily in the National Business Marketplace section of the newspaper. The advertisement ran one time. Loc Nguyen National Account Manager ~l.~s r2

29 INVESTOR' S BUSINESS DAILY"' Beatrice Street Ph Los Angeles, CA m May 3, SK ADVERTISING 1204 Landmark Road Yardley, PA This notice is a written affidavit confirming that on Friday May 3rd, 2002, SK ADVERTISING ran a 2 column by 7-inch display advertisement for BANKAMERICA CORPORATION. The advertisement ran in the May 3rd edition of Investor's Business Daily in the National Business Marketplace section of the newspaper. The advertisement ran one time. Loc Nguyen National Account Manager

30 h'dfineeb~~b~rso~e~gd~fniq ~C r~.gsmlqs~mnm~'rmd~~~'ra.uoxkbe~c 6~ R~kymveai4'l6e~g Tzen~e~ log )FESSIONAL TRADING nt opportunities 'for ers - Check us out! ading.com ng for 2002 iow Available! 11 19M 0 MUCH MORE! he U.S. and Canada ir Serious Traders Only! not solicit retail customers Coin mallet, Puce Roper[..FECH (877) U.S. coin &currency information. GOLD RUSH! In 2002, Wall Street is Rediscovering Gold Find out why! Free Newsletter Offer RBAi. Mori v PEizsrrcssvts 1-8oo VENIUBE CAPITAL Business Start-Up s Unsecured Lines of Credit tures.com o An unheard of 80% profit margin Incredible Money beck Guarante e Returns o No selling or addertising required NrmereInleenatleooaWls excltlng ' pr able 6osloess oaon I41 t888) CAL rsnv.ci II1~ ies~ua'~e m STOCK. NEWSLETTER "Jim"Wyckof on Stocks" will help you become a more profitable trader and investor. If you take an active role in your own investments, our bi-weekly newsletter is a MUST! Our website has : FREE educational features FREE weekly "Hot Stock " FREE "Prudent Bear" features Sign up now for a FREE TRIAL subscription to our newsletter INYESTMENi BpPWUNIiIES 1, LEBAL NO116~8 UNITED STATES DISTRICF OURT EAS TERN DISTRICT OF MISSOURI -.Eastern Division. IN RE MDL No BANKAMERICA CORP. ) Senior Judge Naugle SECURITIES LITIGATION ALL CASES SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEMENT WITH BANK OF AMERICA CORPORATION, AND, DATE OF HEARING ON THE PROPOSED SETTLEMENT,.. PROPOSED ATTORNEYS' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUND TO : ALL PERSONS WHO OWNED OR PURCHASED CommoN OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH SEPTEMBER 30,1998, IN CLUSIVEM ATIONSBANK CLASSES"). TO : ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF BANKAMERICA CORPORATION DURING THE PERIOD AUGUST 4,1998 THROUGH OCTOBER 13,1998, INCLUSIVE (' BANKAMERICA CLASSES"). YOU ARE HEREBY NOTIFIED that a Hearing wi ll be held beginning on May 30, 2002, at 9 :30 am., befo re the Honorable John E N angle, Semor Uni ed States Distri ct Judge, at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missou ri 63102, to determine, among other things, whether the proposed settlement of the above-cap tioned litigation should be approved by the Court as fair, reasonable and adequate to the certi fied classes. Under the pro posed settlement, defendants wi ll pay $490 million in cash, consisting of $333.2 million to the NationsBank Classes and $156.8 milli on to the BankAmerica Classes, in accordance with the terms and conditions of a Settlement Agreement dated as of March 8, 2002, on file with the Court If the settlement should be app roved, the above~aptioned litigation will be dismissed on the merits and with prejudice as against all defendants. Plaintiffs' counsel intend to make a request for an award of attorneys' fees,.not to exceed 25% of the settlement funds, and. reimbursement of costs. and expenses incurred in this litigation, not to exceed $1`1.5 million, to be heard at the time of the Hearing. Your rights may be affected by this litigation and the settlement thereof if you owned or purchased the. stock of Nati onsbank or BankAmerica Corporation during the period August 4, 1998 through October 13,1998. If you have not received a p rinted Notice of Proposed Class Action Settlement, Attorneys' Fee and Expense App li cations, Hearing Date, and Class Members ' Right to Shale in Settlement Fund (the "Notice"), you may obtain a copy of the Notice and of a Claim Form by writing to : Claims Administrator, BankAmerica Corp. Secu rities Litigatiod ; do Heftler, Radetich & Saitta L.L.P., P.O. Box 5413, Mount Laurel, NJ' or by downloading a copy from the internet web-site, hop :// To receive a payment from the settlement funds, you must submit your completed and signed Claim Form to the Claims Administrator no later than July 15, 2002, as descri bed in the Notice. Any Class member may object to the proposed. settlement, plan of allocation, applications for attorneys' fees and expenses, or any part thereof, provided that any objection must be submitted no later than May 13, 2002, in accordance with the requirements stated in the No tice. The Lead Counsel for the The Lead Counsel for the NationsBank Classes BankAmerica Classes canbe reached at can be reached at Ma rtin M. Green Arthur N. Abbey Joe D.Jacobson Stephen T Rodd - Jonathan F. Andres James S. Notis. Green Schaaf & Jacobson, P.C. Abbey Gardy, LLP 7733 Forsyth Blvd., Suite East 39th Street St.Louis, MO New Ydrk, NY PLEASE DO NOT CONTACT THE COURT OR THE-CLERK'S OFFICE REGARDING THIS NOTICE 90 BUSINESS OPPORTUNITIES INVESTMENT OPPORTUNITIES Get in on the ground floor of ri exciting new program that wa l not only put big money in yoilr Expresso Cappu c h-tech Advertising Display pocket from day one but will.also7 Potential!! Units. Ground Floor make you feel great about w' t ow Overhead! ' Training Opportunity, $250K Pot Yea r you re doing. Exclusive a. 0 oin fast. lnv$14,90 ccounts! Min. Invest. $14,900. owl!! (888) dwoodall obal who.rr.com t

31 EXHIBIT "D"

32 Marketplace Today 7950 Jones Branch Drive McLean, Virginia OAS VERIFICATION OF PUBLICATION COMMONWEALTH OF VIRGINIA COUNTY OF ARLINGTON Being duly sworn Cheryl Rothlein says that she is the principal clerk of USA TODAY, and is duly authorized by USA TODAY to make this affidavit, and is fully acquainted with the facts stated herein: on Thursday, May 2, 2002 the following advertisement- United States District Court Eastern District Of Missouri - Eastern Division was published in USA TODAY. ~w (~_ Princip Clerk of USA TODAY May 6, 2002 Subscribed and sworn to before me This V day of Mo-11 month year. Notary Public My Commission Expires a 30 o1-6

33 Marketplace Toda y 7950 Jones Branch Drive McLean, Virginia I'llJ1 GANIEl i VERIFICATION OF PUBLICATION COMMONWEALTH OF VIRGINIA COUNTY OF ARLINGTO N Being duly sworn Cheryl Rothlein says that she is the principal clerk of USA TODAY, and is duly authorized by USA TODAY to make this affidavit, and is fully acquainted with the facts stated herein: on Thursday, May 2, 2002 the following advertisement- United States District Court Eastern District Of Missouri - Eastern Division was published in USA TODAY. Principa Clerk of USA TODAY May 6, Subscribed and sworn to before me This Le m' day of _ month 'd off- year. Notary Public My Commission Expires t{ a(?d~

34 trs Needed for Top High Income /1 val 1-OW-oz -ou I q STOP SNORING NOW WITH Z-SNORE ALL NATURAL SPRAY VIAGRA TODAY! Call Today! Pickup at your local pharmacy TODAYI #1 VIAGRA #1 $79 & $99 SPECIALS m More POTENT THAN VIAGRA WORKS IMMEDIATELY 1 MONTH FREE CALL VIAGRA Affordable, discreet. Toll-free ResearchLin e (Reader Research at USA TODAY) Top researchers - navigate hundreds of databases to locate the information you need. We are fast and accurate. Fees are reasonable. Monday through Friday 11am - 4pm EST Tel : Fax : l ibra ry usatoday com Ask about our other services : Reprint permissions an d Photo resale.. 7 A GOLDEN TICKETS Derby US Open All Star Baseballs Wimbledon 2002WORLDCUP ORDER ONUNE goldentldretscom ICKETC111Y Derby World Cu p NBA/NHL Nascar USOpen BUY/SELL 800-SOLD-OUT BD BRAVES KYDERBY TYSON CHARLOTTE/ALL NASCAR All Events aaatix.com Buy/Sell FE ED RED We Buy Timeshares A " S Btn'SE`L only '1 $1796 r10 Years RCI $500 ' Call For Offer CONDO Buy$Sell. timesharetravel.com Ca ri bbean, Mexico, Hawaii, East Coast, TRAVEL Orlando, Europe... ust One Phone Calt i... Xan save YOU 1000 '.On YOUR Timesh a Call Toda 1 Y -8OO 3`4 USA TODAY NOTE TO READERS : Many airilne ddrets and awards a re not transferable. Please check befo re purchasing. LEGAL NOTIC E UNITED STATES DISTRICT COURT EA STERN DISTRICT OF MISSOURI- Eastern Division EUROPE/ORIENT/USA/S. PACIFI C AIRAWARDS Hoteis.com Up to 70% Off! NY, Las Vegas, Florida & More IN RE MDL No Senior Judge Naugle BANKAMERICA CORP. SECURITIES LITIGATION ALL CASES SUMMARY NOTICE OF PROPOSED CLASS ACTIO N SETTLEMENT WITH BANK OF AMERICA CORPORATION, AND DATE OF HEARING ON THE PROPOSED SETTLEMENT, PROPOSED ATTORNEYS' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUND TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURIN G THE PERIOD AUGUST 4,1998 THROUGH SEPTEMBER 30,1998, INCLUSIVE ( `NATIONSBANK CLASSES"). TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF BANKAMERICA CORPORATION DURIN G THE PERIOD AUGUST 4,1998 THROUGH OCTOBER 13,1998, INCLUSIVE ( BANKAMERICA CLASSES"). YOU ARE HEREBY NOTIFIED that a Hearing will be held beginning on May 30, 2002, at 9 :30 a.m., before the Honorable John F. Nangle, Senior United States District Judge, at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102, to determine, among other things, whether the proposed settlement of the above-captioned litigation should be approved by the Court as fair, reasonable an d adeq uate to the certified classes. Under the proposed settlement, defendants will pay $490 million in cash, consistin g of $333.2 million to the NationsBank Classes and $156.8 million to the BankAmerica Classes, in accordance with the terms and conditions of a Settlement Agreement dated as of March 8, 2002, on file with the Court. If the settlement should be approved, the above-captioned litigation will be dismissed on the merits and with prejudice a s against all defendants. Plaintiffs' counsel intend to make a request for an award of attorneys' fees, not t o exceed 25% of the settlement funds, and reimbursement of costs and expenses incurred in this litigation, not to exceed $11.5 million, to be heard at the time of the Hearing. Your rights may be affected by this litigation and the settlement thereof if yo u owned or purchased the stock of NationsBank or BankAmerica Corporation durin g the period August 4, 1998 through October 13, If you have not received a printed Notice of Proposed Class Action Settlement, Attorneys' Fee and Expense Applications, Hearing Date, and Class Members' Right to Share in Settlement Fund (the "Notice"), you may obtain a copy of the Notice an d of a Claim Form by writing to : Claims Administrator, BankAmerica Corp. Securities Litigation, c/o Heftier, Radetich & Saitta L.L.P., P.O. Box 5413, Mount Laurel, NJ or by downloading a copy from the internet web-site, http.-iavww.bankofamericasettlement.com. To receive a payment from the settlement funds, you must submit your completed and signed Claim Form to the Claims Administrator no later than July 15, 2002, a s described in the Notice. Any Class member may object to the proposed settlement, plan of allocation, applications for attorneys' fees and expenses, or any part thereof, provided that an y objection must be submitted no later than May 13, 2002, in accordance with th e requirements stated in the Notice. The Lead Counsel for the The Lead Counsel for th e NationsBank Classes can be reached at BankAmerica Classes can be reached at : Martin M. Green Arthur N. Abbe y Joe D. Jacobson Stephen T. Rod d Jonathan F. Andres James S. Noti s Green Schaaf & Jacobson, P.C. Abbey Gardy, LLP 7733 Forsyth Blvd., Suite East 3.9th Stree t St. Louis, MO New York, NY PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFIC E REGARDING THIS NOTICE. vpig BG$4e Is eager to purchase merchandise from your Internet and at home to make purchases. E-Commerce Today USA-3433 (Toll-free in the U.S. only) usatoday.com rs prior to publication date at 4:00 P.M., EST. L

35 Marketplace Today 7950 Jones Branch Drive McLean,Virginia p Ef VERIFICATION OF PUBLICATION COMMONWEALTH OF VIRGINIA COUNTY OF ARLINGTON Being duly sworn Cheryl Rothlein says that she is the principal clerk of USA TODAY, and is duly authorized by USA TODAY to make this affidavit, and is fully acquainted with the facts stated herein: on Friday, April 26, 2002 the following advertisement- United States District Court Eastern District Of Missouri-Eastern Division In Re Bankamerica Corp Securities Litigation was published in USA TODAY., Phli'd 6&tL-,-- Principal lerk of USA TODAY April 29, 2002 Subseri d and sworr~to before me This ~r,-dayof month year. Nota Pu li c My Commission Expires a,~

36 Marketplace Today 7950 Jones Branch Drive McLean, Virginia GANVEIT VERIFICATION OF PUBLICATION COMMONWEALTH OF VIRGINIA COUNTY OF ARLINGTO N Being duly sworn Cheryl Rothlein says that she is the principal clerk of USA TODAY, and is duly authorized by USA TODAY to make this affidavit, and is fully acquainted with the facts stated herein: on Friday, April 26, 2002 the following advertisement- United States District Court Eastern District Of Missouri-Eastern Division In Re Bankamerica Corp. Securities Litigation was published in USA TODAY. ku~ Vfi L Princip l Clerk of USA TODAY April 29, 2002 Subscribed and sworn to,before me Tbis 'i - =lay of month year. No.a Public My Commission Expires 1 &

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For weekly & wvnxtimesharewhoksalers com weekend rates cell LEGAL NOTIC E GreatSeats.Com UNITED STATES DISTRICT COURT NHLONBAtM ata.co.ncaa EASTERN DISTRICT OF MISSOURI - Eastern Division ALL CONCERTS ) MDL No com IN RE ) Senior Judge Nangle BANKAMERICA CORP. SECURITIES LITIGATION ) ALL CASES ProducerssYank Mamma M00 ees SUMMARY NOTICE OF PROPOSED CLASS ACTIO N X600 www. mvetix. comm 888X06 SETTLEMENT WITH BANK OF AMERICA CORPORATION, AND DATE OF HEARING ON THE PROPOSED SETTLEMENT, PROPOSED ATTORNEYS' FEE AND EXPENSE APPLICATION (The Rumble on the, River Tickets) Lewis vs. Tyso n AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUN D June 8, 2002 Memphis, TN TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR Call T-ray Tickets PREFERRED STOCK OF NATIONSBANK CORPORATION DURIN MBE3125@MB G.com THE PERIOD AUGUST 4,1998 THROUGH SEPTEMBER 30,1998, INCLUSIVE ("NATIONSBANK CLASSES"). 11CKerSGUARANTEED.COM TO LAS N1Cia CO M : ALL PERSONS WHO OWNED OR PURCHASED COMMON OR All Ve gas gas & d National l Events PREFERRED STOCK OF BANKAMERICA CORPORATION DURIN G _7409 THE PERIOD AUGUST 4,1998. THROUGH OCTOBER 13, 1998, INCLUSIVE (`BANKAMERICA CLASSES"). TYSONLEWIS TICKETS YOU ARE HEREBY NOTIFIED that a Hearing will be held beginning on May 30, only lower-level seats 2002, at 9 :30 a.m., before the Honorable John F. Naugle, Senior United States District INFO Judge, at the Thomas F. Eagleton Courthouse, 111 South Tenth. Street, St. Loui s, Missouri 63102, to determine, among other things, whether the proposed settlement o f the above-captioned litigati on should be approve d by the C ourt as fair, reasonable and REAL ESTATE adequate to the certified classes. Under the proposed settlement, defendants will pay $490 million in'cash, consistin g of $333.2 million to the NationsBank Classes and $156.8 million to the BankAmeric a Classes, in accordance with the terms and conditions of a Settlement Agreement dated Daytona Beach Shores. 2Bedroom as of March 8, 2002, on file with the Court. If the settlement should be approved, th e condo on beach, 14'"fl.1700 sq. ft. above-captioned litigation will be dismissed on the merits and with prejudice as Ocean's Four. Close to everything. aga inst all defendants. Sale by owner $209K Plaintiffs' counsel intend to make a request for an award of attorneys' fees, not to 9 exceed 25% of the settlement funds, and reimbursement of costs and expenses incurred i n this li tigati on, not to exceed $11.5 million, to be heard at the time of the Hearing. Southern Colorado Your rights may be affected by this litigation and the settlement thereof if yo u Spring Ranch Bargain! owned or purchased the stock of NationsBank or BankAmerica Corporation durin g 40 AC- $36,900 the period August 4, 1998 through October 13, Priced rolling meadows to sell!, near Spectacular La Vote Vets CO. views & If you have not received a printed Notice of Proposed Class Action Settlement, Excellent financing. Attorneys' Fee and Expense Applications, Hearing Date, and Class Members' Righ t r Call River Ridge Ranch to Share in Settlement Fund (the "Notice"), you may obtain a copy of the Notice an d x 248 of a Claim Form by writing to : Claims Administrator, BankAmerica Corp. Securities ARK Litig ation, do Heiner, Radetich & Sa itt a L. L. P., P. O. B o x 541 3, Mount Laurel, NJ L 0 E I or by downloading a copy from the internet web-site, E T E 20 ACRE 2 CRE REPOSSESSIONS X O N Take AOver $89.8 Payment To receive a payment from the settlement funds, you must submit your complete d SAVE $1,000! Only 30 Miles East of and si g ned Clai m Form t o the Claims Administrator no later. than July 15, 2002, as ONE Bustling El Paso, Texas. Roads, described in the Notice. U S H Surveyed, Money Back Guarantee Any Class member may object to the proposed. settlement, plan of allocation, applications provide d for attorneys' fees and expenses, or any part N C 0 J art there Y o Jection must be submitted no later than Ma y 13, 2002, in ac cord ance w ith the I E R requirements stated in the Notice. NATIONAL BUILDING LOTS AN D O N S LAND AT WHOLESALE PRICING The Lead Counsel for the The Lead Counsel for th e N T E Guaranteed financing available. NationsBank Classes can be reached at, BankAmerica Classes can be reachedat : Martin. M. Green Arthur N. Abbey Joe D. Jacobson Stephen T. Rodd ATE Texas Hill Country Jonath an F. Andre s James S. Noti s W E R Spectacular land close to New Green Schaaf & Jacobson, P.C. Abbey Gardy, LL P R L S Braunfels, Boerne, Canyon 7733 Forsyth Blvd., Suite East 39th Stree t Lake, San Antonio & Salado. St. Louis, MO New York, NY 1001 Y L E 6 4/ 2 9. Golf, properties river access,. Visit, creek & view PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFIC E wwwsoutherlandpro perti es.com REGARDING THIS NOTICE. your Ices. 1-8OO- USA-3433 ) Maetplace MTMW (Toll-free in the U. S. only rk coin s prior to publication date at 4 :00 P.M., EST.

38 EXHIBIT "E"

39 DECLARATION OF PUBLICATION OF SAN FRANCISCO CHRONICLE Belinda Hayward UNITED STATES DISTRICT :000RT EASTERN DISTRICT O F MIS SOURI' Eastern Division MD No RE Senior Judge Nangle LNKAMERICA CORP. SECURITIES LITIGATION,, ALL CASES SUMMARY NOTICE OF. PROPOSED CLASS ACTION AND DATE PROPOSEIJ Mr declares that: The annexed advertisement has been regularly published in the SAN FRANCISCO CHRONICL E THE-PERIOD INCLUSIVE (' RCIIASED COMMON OR RICA' CORPORATIONI)URING UGH OCTOBER 13,1998, ;SES"). : Ming will,be, held. beginning on May 2002, at 9:30 a. m., before the Honorable John F.'Nang le, Senior United States strict Judge, at the Thomas F.Eagleson Couithousc. Ill South Tenth Street, St. Buis, Missou ri 63102, to determine, among other things, whether the proposed.tlement of-the above -captioned litigation should heapproved. by the Court as fair, w.wonable and adequate to the certified classes. Under the proposed settlement, defendants will pay $ 490 million in cash, consisting $333.2 million to the NationsBank,Classes- and $156.8 million to the BankAme ri ca asses, in accordance with.the terms and conditions of a Settlement Agre ement dated of March 8, 2002, on file with the Court. If the settlement should be approved, the ove eapboned litigation Will be dismissed on the merits and with prejudice as lams[ all defendants. Plaintiffs counsel intend to make `s request for an award of attorneys fees, not to seed 25c of the` settlement funds, and reimbursement of costs and'expenses.' incwtcd this litigation, not to exceed $ 1! 5-million, to be heard at the time of the Hearing. Your rights may be affected by this litigation and the settlement thereof if you vned or purchased the stock of NationsBank '' or BankAmerica Corporation during e period August 4; 1998 through October 13; If you have not received a pri nted Notice of Proposed Class Action Settlement, ttorneys' Fee and Expense Appli cations, Hearing Date. and Class Members'. Right Share in Settlement Fund, (the Notice ) you may obtain a copy,of the Notice and, '.a Claim Form by, writing to Claims Adm inistrator, B,ankAnwricu,Carp Securities tiganon, c% Heftler,.Radetich & Saitta L L P., P.O. Box, 5413, Mount Laurel, NJ or by downloading a copy from the interne[ web=site, lp //wow bankofaniericasettlenment.com To receive apayment from the settlement funds you must submit your completed id : signed Claim Form to the Claims Administrator no later than July, 15, 2002, as scribed in the Notice. Any Class member may object to the proposed settlement, plan of allocation, )Qlieations for attorneys ' fees and expenses, or an y 11 part thereof; provided that any section must be submitted no later than May 13, 2(102,'.in accordance with the quirements stated in the Notice. The Lead Counsel for the The Lead Counsel for the Nation; sbank Classe. can be reached at: BankAme rica Classes can be reached at : Martin M.Green Arthur N.'Abbey Joe D. Jacobson Stephen T. Rodd Jonathan F. Andres James S. Notis Green Schaaf & Jacobson, P.C. Abbey Garth yllp, 7733 Forsyth Blvd., Suite East 39th Street St. Louis, MO New York, NY PLEASE DO NOT CONTACT THE COURT OR ' THE CLERK'S OFFICE IEGARDING. THIS NOTICE which is and was at all times herein mentioned established as newspaper of general circulation in the City and County of San Francisco, State of California, as that term is defined by Section 6000 of the Government Code. SAN FRANCISCO CHRONICLE (Name of Newspaper) 901 Mission Street San Francisco, CA From "p t I 1 0, zo U To CL i 'i [ zo o Namely, on A n r r I ~~ t C DL N 2- `.' (Dates f Publication ) I declare under penalty of perjury that the foregoing is true and correct. t~~l4 f ~ Executed on.1j lo 0 at San Francisco, California. Belinda Hayward

40 EXHIBIT "F"

41 The Florida Times-Union Jacksonville, F l Affidavit of Publicatio n Heffler, Radetich & Saitta C/O SK Advertisin g REFERENCE: # R SK Advertisin g BANKAMERICA CORP. Securities Litigatio n State of Florida County of Duval Before the undersigned authority personally appeared Martha Aiken who on oath says she is an Advertising Representative of the Florida Times- Union, a daily newspaper published in Jacksonville in Duval County, Florida ; that the attached copy of advertisement is an ad published in The Florida Times-Union. Affiant further says that The Florida Times-Union is a newspaper published in Jacksonville, in Duval County, Florida, and that the newspaper has hertofore been continuously published in Duval County, Florida each day, has been entered as second class mail matter at the post office in Jacksonville, in Duval County, Florida for a period of one year preceeding the first publication of the attached copy of advertisement ; and affiant further says that he/she has neither paid nor promised any person, firm or corporation any discount, rebate, commision or refund for the purpose of securing this advertisement for publication in said newspaper. Published on April 28 and May 2, Filed on May 13, Name : Martha Aiken Title : Advertsing Representative ltu :~ 6A't~ In testimony whereof, I have hereunto set my hand and affixed my official seal, the day and year aforesaid. Notary : ER,

42 it major' airports see' hard drives of?y also use Wi-Fi ; take cess your file s the rest of the wireless net- rking options by providing a transfers from the start. is in the same price ranges HomeRF offer a maximum nsfer rate of 11 Mbps and n transmit their signals up 300 feet. )n the downside, microwave ens and other appliances Lng the same crowded 2.4 iz radio frequencies can erfere with connections. or travelers and other )bile workers, however, -Fi is hard to beat. t has been adopted by com-,rcial installers such as Way- unu uuwe computer networks - Knight-Tribune News Service port of Dallas, which has installed it inside Dallas/Fort Worth International Airport, and more than a dozen hotels. (See for locations). College campuses and businesses also have adopted Wi- Fi,leading many computer manufacturers to offer lb cards as installed equipment in new laptops and desktop computer models. More Wi-Fi hot spots are appearing nationwide every day, and some analysts have estimated they will proliferate from 3,700 this year to 41,000 Jvvv JG11GJ Vl VV4.1 1a p1uuui.rl, in September, and Proxim's line of W1-Fi 5 products just hit the market this month. PC cards and wireless Wi-Fi 5 access points on the market are about double the cost of lb products, but analysts expect prices to drop throughout this year and next. The range of Wi-Fi 5 products is considerably less, At top speeds, it can only transmit signals about 60 feet. And, experts point oft, products using this standard are not necessarily compatible with lb networks. Regardless of the technology selected, Foley and others say the freedom of connecting to the Net wirelessly is exhilarating. "My first reaction was, `Why doesn't everyone do this?' " said Foley. "It rocks." BE Br found it own CDs either for playmusic, or for backing up or hanging files. Cheape r dels come with only a sindrive. Better models come h separate DVD and -RW drives. igital connectors : Pick a PC h at least two USB connec- >. These connectors are d by digital cameras and st portable music players. connect a video camera I the newest high-capacity sic'players, you'll need an n faster port called 1394,,Wire or I-link. rands and models: All Winvs PCs are similar, but I A recommend no-name or.e brands unless you're a -de. Brand-name machines n't flawless, but they do e a track record. I advise king with brands such as vlett-packard, Compaq, 1, Sony, bell and Gateway. nputers by emachines, the Drain brand, can be had for 9 or $499 after rebate, withmonitor. But they lack an ernet port, have only 128 ;abytes of memory and re that memory with the 10 system. s fine to buy at a retail e, but it's easier to customi model, and sometimes to better prices, on the Web. falter S. Mossberg is the per. technology columnist for The Street Journal. His column are Sunday. UNITED STATES DISTRICT COURT EA S TERN DISTRICT OF MISSOURI - Eastern Division IN RE MDL No.1264 Senior JudgeNangle BANKAAMUCA CORP. SECURr1TFS LMGATION ALL CASES SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEMENT WITH BANK OF AMERICA CORPORATION, AND DATE OF HEARING ON THE PROPOSED SETTLEME NT, PROPOSED ATTORNEYS' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUND TO : ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH SEPTEMBER 30,1998, INCLUSIVE ("NATIONSBANK CLASSES"). TO : ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF BANKAMERICA CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH OCTOBER 13,1998, INCLUSIVE (`BANKAMERICA CLASSES"). YOU ARE HEREBY NOTIFIED that a Hea ri ng will be held beginning on Mz9 30, 2002, at 9:30 a.m., before the Honorable John F. Nangle, Senior United Stares District Judge, at the Thomas F. Eagleton Courthouse, III South Tenth Street St. Louis, Missou ri 63102, to determine, among other things, whether the proposed settlement of the above-captioned liti gation should be approved by the Court as fair, reasonable and adequate to the cer ti fied classes. Under the proposed settlement, defendants will pay $490 million in cash, ci nsisting of $333.2 mi ll ion to the Na tionsbank Classes and $156,. 8 m il lion to the BanlAmerica Classes, in accordance with the terms and conditions of a Settlement Agreement dated as of March 8, 2002, on file with the Cou rt. If the settlement should be approved, the above -ca ptioned li tigation will be dismissed on the meri ts and with ;prejudice as against all defendants. Plain ti ffs' counsel intend to make a request for an award of attorneys' fees, not to exceed 25% of the settlement funds, and reimbursement of costs and expenses incurred in this liti gation, not to exceed $ 11.5 mi llion, to be heard at the time o/the Hearing. Your ri ghts may be affected by this li tigation and the settlement thereof if you owned or purchased the stock of NationsBank or BankAmerica Corporation during the period August 4, 1998 through October 13, If you have not re ceived a pri nted Notice of Proposed Class Acti on Sett lemen t, A tt orneys ' Fee and Expense Applications, Hearing Date, and Class Members' Right to Share in Settlement Fund (the "Notice"), you may obtain a copy of the Notice and of a Claim Form by wri ting to: Claims Administrator, BankAmerica Corp. Securities Litigation, c/o Heffler, Radeti ch & Saitta L.L.P., P. O. Box 5413, Mount Laurel, NJ or by downloading a copy from the internet web-site, hup:// To receive a payment from the settlement funds, you must submit your com pleted and signed Claim Form to the Claims Administrator no later than July 15, 2002, as descri bed in the Notice. Any Class member may object to the proposed se ttlement, plan of allocation, applications for a tto rneys' fees and expenses, or any part thereof, provided that any objection must be submitt ed no later than May , in accordance with the requirements stated in the Notice. The Lead Counsel for the The Lead Counsel for the NationsBank Classes can be reached at: BankAmerica Classes can be reached at : Martin M.Green Arthur N. Abbey Joe D.Jacobson Stephen T. Rodd Jonathan F. Andres James S. Nous G re en Schaaf & Jacobson, P.C. Abbey Gardy, LLP 7733 Forsyth Blvd., Suite East 39th Street St. Louis, MO New York, NY REGARDS DO NO NO TA THE COURT OR THE CLERK'S OFFICE fl Bruz. Bra CIA : Cal

43 EXHIBIT "G"

44 The Knight Publishing Co Inc. Charlotte, N C North Carolina } ss Affidavit of Publication Mecklenburg County} THE CHARLOTTE OBSERVER SK ADVERTISING 1204 LANDMARK ROAD YARDLEY PA REFERENCE : bankamerica cor l Before the undersigned, a Notary Publi County and State, duly authorized to e oaths affirmations, etc., personally a being duly sworn or affirmed accordinc doth depose and say that he/she is a representative of the Knight Publishir corporation organized and doing busine laws of the State of Delaware, and put. newspaper known as The Charlotte Obser city of Charlotte, County of Mecklenbt of North Carolina and that as such he/ familiar with the books, records, file business of said Corporation and by re. the files of said publicatio n the attached advertisement was insert( following is correctly copied from th( files of the aforesaid Corporation an( Publication. PUBLISHED ON : 04/28 05/02 UN11'BD STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI Eastern Division MDL No 1264! Senior Judge Nangle BANKAMERICA CORP. SECURITIES L1ITGATION ) ALL CASES." SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEME NT WITH BANK OF AMERICA CORPORATION, AND DATE OF HEARING ON THE PROPOSED SETTLEMENT, PROPOSED ATTORNEYS ' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUND TO : ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DUR ING THE PERIOD AUGUST 4,1998 THROUGH SEPTEMBER 30,1998, INCLUSIVE ( "NATIONSBANK CLASSES!). TO : ALL PERSONS,WHO OWNED OR PURCHASED COMMON OR' PREFERRED STOCK OF BANKAMERICA CORPORATION DUR ING :THE PERIOD AUGUST 4, 1998 THROUGH OCTOBER 13,1998, INCLUSIVE.(`BANKAMERICA CLASSES")... YOU ARE HEREBY NOTIFIED, that a Heanng will be held be n_ ming on May 30, 2002,at 9 :30 am. before the Honorable John F Nangle,. Senior United States District Judge, at the Thomas F. Eagleton Courthouse, 111 South' Tenth Street,' St. Louis, Missouri 63102, to, determine, among other things, whether the proposed settlement of the above- captioned litigation should be approved by the Court as faii reasonable and adequate to the certified classes. Under the :proposed settlement, defendants will pay $490 million in cash, consisting of $333.2 mill ion to thenationsbankclasses and $156.8 million to the BankAmerica Classes, in'accordance with the terms -and conditions of a Settlement Agreement dated as. of March 8, 2002, on f ile with the Court. If the settlement should be approved, the abov tioned litigation will be dismissed on the merits and with prejudice as against all defe.. ; Plaintiffs' counsel intend to make :a request for an award of attorneys' fees, not to exceed 25% of the settlement funds, and reimbursement 'of costs and expensesincurred in this litigation, not to exceed $115.million, to be heard at the time of the Hearing. Yourrights,m y be affected by this litigation and the settlement thereof if you owned or purchased the stock of NationsBank or BankAmerica Corpora tion during the period August 4, 1998 through October:13, If you have not received a printed Notice of Proposed Class Action Settlement, Attorneys' Fee and Expense A plications, ;HearingDate, and Class Members' Right to Share in Settlement Fund (the `Notice"), you may obtain a copy of the Notice and, of a Claim Form ' b y writing to : ;.Claims Administrator, BankAmerica Corp. Securities Litigation,, c/o Heffler,, Radetich ;& Saitta L.L.P., P.O. Box 5413, Mount Laurel, NJ or by- downloading, a copy from the.; Internet web sites hankofamerica seitlement.cotn. To. receive 'a.paymentfivm"the settlement funds, you must submit your 'completed and signed Claim Form-to. the Claims Administrator no later than July. 15, 2002, as described in the Notice. Any Class,member may-object to the proposgd settlement, plan of allocati on,,applications for attorneys', fees and expenses, or any,part thereof, provided that any objection must be submitted no later than May 13, 2002, in accordance with- the, requirements stated'inihe Notice. The Lead Counsel for the The Lead Counsel for th e NationsBank Classes can be reached at: BankAmerica Classes can be reached at : Martin M Green Arthur N. Abbey Joe D.Jacobson Stephen T. Rodd Jonathan F. Andres James S. Notis Green Schaaf & Jacobson, P.C. Abbe -Gard LLP 7733 Forsyth Blvd., Suite East 39th Street St. Louis, MO New York, NY 1'0016 PLEASE DO NOT CONTACT THE'COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE. AD SPACE : INCH FILED ON : 05/07/ NAME: TITLE : DATE : Q In Testimony Whereof I have hereunto set my hand a d affixed my seal, the day and year aforesaid. Notary : ~ My Commission Expires : -- - t4 ContimisSion Expires May 27 9

45 EXHIBIT "H"

46 N Y T ghtneur Rork gimt 229 WEST 43RD STREET NEW YORK, NY M. 9 EASTERN DISTRICT OF MISSOURI - Eastern Division IN RE MDL No.1264 Senior Judge Naugle BANKAMERICA CORP. SECURITIES LITIGATION. ). ALL CASES SUMMARY NOTICE OF PROPOSED CLASS ACTION SEmxmENT WITH BAN K OF AMERICA CORPORATION, AND DATE OF HEARING ON THE PROPOSED SETTLEMENT, PROPOSED ATTORNEYS ' FEE AND EXPENSE APPLICATION, `.. AND CLASS MEMBER RIGHT TO SHARE IN SETT EMENT FUND TO : ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURING THE PERIOD AUGUST 4, THROUGH SEPTTEMBER3O1998, INCLUSIVE ("NATIONSBANK CLASSES). 'TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF BANKAMERI A CORPORATION DURINC THE PERIOD AUGUST 4, 1998 THROUGH OCTOBER 13,1998; INCLUSIVE ('BANKA MERICA CLASSES "J. YOU ARE HEREBY NOTIFIED that a Hearing wi ll be held beginning on May 30, 2002; at X9:30 a. m., before the Honorable John F. Nangle, Senior United States District Jud ge, at the Thomas F. Ea eton Courthouse, 111 South Tenth Street, SL Louis, Missouri 63102, to determine, among other ' things, whether the proposed settlement of the,above-captioned litigation should be approved by the Court as fait, reasonable and adequate to the cer tified classes. Under the proposed settlement, defendants will pay $490 million in cash ; consisting of $333.2 million to the Nations Bank Classgs and $156.8 mill ion to the BankAme ri ca Classes; in accordance with the terns and conditions of a Settlement Agreement dated as of March 8, 2002, on file with the Court. If the settlement should be approved, the above- captioned litigation will be dismissed on the merits and with prejudice as Against all defendants. Plaintiffs' counsel intend to make a request for an award of attorneys' fees, not to exceed 25% of the settlement funds; and reimbursement of costs and expenses incurred in this litigation, not to exceed $11.5 m illion, to be heard at the time ofthe Hearing. Your rights may be affected by this litigation and the settlement thereof if you owned or hased the stock of NationsBank or BankAmerica Corpora tion during the period August 4, 9 through October 13,1998. If you have not received a printed Notice of Proposed Class Action Settlement ; Attorneys Fee :and Ex~pense Applications, Hearing Date, and Class Members' Right to Share in Settlement Fund (die' Notice") you may obtain a copy of the Notice and of a Claim Form by writing to: Claims Administrator BankAmerica Corp.. Securities Litigation,clo Hefer, Radetich & Saitta LL.. PO. Box 5413, Mount Laurel, NJ or by. downloading 's copy ffmm the interact website, bankofamericdsenlement.corn io receive a payment 'from the settlement funds, you must submit your co mpleted and signed Claim Form to the Claims Administrator no later than July 15 ; 2002, as described. in the Notice. Any Class member may object to the proposed settlement plan of allocation ; apglications for attorneys' fees and experises, or any part then~f, provided; that any objection must be submitted no later than May 13, 2002 in accordance with the requirements stated m the Notice. The Lead Counsel for the The Lead Counsel for the " NatiorisBank Classes Szn be niched at BankAmerica Classes can be teachedat Mar ti n M. Green Arthur N. Abbey Joe D. Jacobson Stephen T. Rodd Jonathan F.Andres James S. Nott s Green Schaaf & Jacobson, P.C. AbbeyGardy LLP Forsyth Blvd., Suite East 39th Street. St. Louis, MO New York, NY PLEASE.DONOT CONTACT THE COURT OR THE ;CLERIC'S OFFICE RF, ARnINV T HIS Nnrnd'F.-, - CERTIFICATION OF PUBLICATIO N '" 4y 7 2O 1 I, Cathy Zi e, in my capacity as a Principal Clerk of the Publisher of Q;he,'c u f ork 0mes a daily newspaper of general circulation printed and published in the City, County and State of New York, hereby certify that the advertisement annexed hereto was published in the editions of 45lle Ne1v Rork 19 imes to wit on Approved: V on the following date or dates, z 20 JIL THIS CERTIFICATION NOT VALID WITHOUT NYT RAISED SEAL

47 N Y T 9heXtut pork elthu. SEC. P WEST 43RD STREET NEW YORK, NY INRE MDL No SeoiorJudgeNangle BANKAMERICA CORP. SECURITIES LITIGATION ) ALL ES SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEMENT WITH BANK OF AMERICA CORPORATION, AND DATE OF HEARING ON THE PROPOSED SETTLEMENT, PROPOSED. ATTORNEYS' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUND. TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH SEE EMBER30,1998, INCLUSIVE ("NATIONSBANK CLAMS"). TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR P REFERRED STOCK OF BANKAMERICA CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH OCTOBER 13, 1998, INCLUSIVE ('BANKAMERICA CLASSES"). YOU ARE,HEREBY NOTIFIED that a Hearing will be held be ~'nmng on May 30, 2002, at 9:30a.m., before the Honorable 'John F. Nanp] e, Senior United States District Judge, at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102, to determine, among other things, whether-the proposed settlement of the above captioned litigation should be approved by the Court as fair, n sonable and adequate to the certified classes. Under the proposed sewement, defendants will pay $490 million in cash consisting of $333.2 million to the NationsBank Classes and $156.8 million to the BankAmerica Classes, in accordance with the terms and conditions of a Settlement Agreement dated as of March 8, 2002, nn file with the Court If the settlement should be approved, the above captioned litigation will be dismissed on the merits and with'p ;ejudice as against all defendants. Plaintiffs' counsel intend to make a request for an award of attorneys' fees, not to exceed 25% of the settlement funds, and reimbursement of costs and expenses incurred in this litigation; not to exceed $11.5 million, to be heard at the time of the Hearing. Your rights may be affected by this litigation and the settlement thereof if you owned, or purchased the stock of NatiorisBank or BankAmerica Corporation during the period August'4, 1998 through October 13,1998. If you have not received a printed Notice of Proposed Class Action Settlement, Attorneys' Fee and Expense Applications, Hearing Date, and Class Members' Ri$ht to Share in Settlement Fund (the ' Notice' ), you may obtain a copy of the Notice and of a Claim Form by writing to : Claims Administrator, BankAmerica Corp. Securities Litigation, do Heffier, Radetich & Saitta L.L.P., P.O. Box 5413, Mount Laurel, NJ or by downloading a copy from the intemet website, htip:// To receive a payment from the settlement funds, you must submit your completed and signed Claim Form to the Claims Administrator no later than July 15, 2002, as described in the Notice. Any Class member may object to the proposed settlement, plan of allocation, applications fo r attorneys' fees and expenses, or any part thereof, provided that any objection must be submitted no later than MayA3, 2002,, in accordance with the requirements stated in the Notice. The Lead Counsel for the The Lead Counsel for the NationsBank Classes can be reached at BankAmerica Classes can be reached at Martin M. Green Arthur N. Abbey Joe D. Jacobson Stephen T. Rodd - Jonathan F. Andres James S. Notis Green Schaaf & Jacobson, P.C. Abbey Gardy, LLP 7733 Fossy~h Blvd.,~n to East 39th Street St. Louis, Mo 63105` New York,.NY '' 'PLEXSE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE. CERTIFICATION OF PUBLICATION Cathy Zike of the Publisher of 7 20(, in my capacity as a Principal Clerk Zlle ~I"e1v Vork!9imeo a daily newspaper of general circulation printed and published in the City, County and State of New York, hereby certify that the advertisement annexed he reto was pub lished in the editions of 19b XAv York 19imeo on the following date or dates, to wit on Approved : 7K~&~ 4,r C/ 20 el~w THIS CERTIFICATION NOT VALI D WITHOUT NYT RAISED SEAL

48 EXHIBIT "I"

49

50 collapse of energy trad- Corp. amid questionable Kmart said its review vendor allowances and well as general liability Details of the investigaae accounting will be inthe 10K, scheduled for r 15, a spokesman said. might restate its first trterly reports for 2001 It of the review. It has earnings. for the fourth nd the fiscal year. - The Associated Press lid not get a majority of um represented at the ;eyed Support revised asking that 1.15 million f common stock be allooptions for key employprevious proposal had r 1.75 million shares. The posal was outlined in a atement filed Wednesday )mpany. solders will meet to vote 4anat10am., June 4 at y headquarters, 201 ane in Cool Valley. esters protest usic royalties New York Times Co:'s mm and other Internet otested government-proates they would have to ord companies and musi- )r playing music on Web ation. (reds of Web sites shut off broadcast news about the l royalties or otherwise he U.S. Copyright Office to lower rates, said Kurt r, publisher of RAIN: Rad Internet Newsletter, a,eb news site. rtainment companies say eserve,compensation for iey take in the $40 billion ndustry. prise Bank parent ngiing its name rprise Holdings Corp., par- 'Enterprise Bank in, Clays changing the holding jay's name to Enterprise ial. Services Corp. Its new symbol is EFSC. The comsaid the new name de- 3 its services better. )piled from Bloomberg Associated Press and Post- `eh reports DETROIT - Led by a surge in truck sales, General Motors Corp. reported Wednesday that its U.S. vehiclc sales rose 12.6 percent in April, compared with the same month_a year ago. Sales edged up a more modest 3 percent at the Chrysler Group of DaimlerChrysler AG, and Ford Motor Co.'s sales slumped 7.8 percent, the automakers said Wednesday. Collectively, sales for GM, Ford and Chrysler rose 3.1 percent in April from a year earlier,. and their sales this year were down 5.3 'percent, compared with the first four months of Sales of GM light trucks rose 24.3 percent, compared with April 2001, and car sales edged up 1.1.percent. For the year, sales for the world's largest automaker were down 0.3 percent. The nation's second-biggest automaker said sales of Ford, Lincoln and Mercury cars were 13 percent lower than those during April 2001, and light-truck sales - including pickups, sport utility vehicles, vans and. minivans - For the lust sour inuuuib u, u,, year, sales of Ford vehicles were down 11.7 percent from the same period last year. Sales of Chrysler cars were 3.8 percent higher than those in April 2001, and, light-truck sales rose 2.7, percent. Chrysler's year-todate sales were down 5.3 percent. GM ends interest deals General Motors Corp. said it's ending the no-interest financing offer that the nation's biggest automaker used to boost sales of new cars and trucks after the terror attacks last year. In, its place, GM said, it is launching an incentive program it has dubbed "1-2-3." It offers $1,000, $2,000 or $3,000 in, cash, discounts to buyers and financing rates of 1.9 percent, 2.9 percent or 3.9 percent on loans of 36, 48 or 60 months. The offer excludes "zero," as in the zero-percent financing offer that led to a fourth-quarter spike in vehicle sales ' that made last year GM's second best on record., EA STERN DISTRICT OF MISSOURI = Eastern Division MDL No IN RE Senior Judge Nangle BANKAMERICA CORP. SECURITIES LITIGATION ) ALL CASES SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEMENT WITH BANK OF A MERICA CORPORATION, AND DATE OF HEARING ON THE PROPOSED SETTLEMENT, PROPOSED ATTORNEYS ' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUND TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH SEPTEMBER 3 0, 1998, INCLUSIVE ("NATIONSBANK CLASSES"). TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF BANKAMERICA CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH OCTOBER L3,1998, INCLUSIVE CBANKAMERICA CLASSES"). YOU ARE HEREBY NOTIFIED that a Hearing will be held beginning on May 30, 2002, at 9 :30 a.m., before the Honorable John F. Naugle, Senior United States District Jud ge, at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102, to determine, among other things, whether the proposed settlement of the above-captioned litigation should be approved by the Court as fair, reasonable and adequate to the certified classes. Under the proposed settlement, defendants will pay $490 million in cash, consisting of $333.2 million to the NationsBank Classes and $156.8 million to the BankAme rica Classes, in accordance with the temps and conditions of a Settlement Agreement dated as of March 8, 2002, on file with the Court. If the settlement should be approved, the above- captioned litigation will be dismissed on the merits and with prejudice as against all defendants. Plaintiffs' counsel intend to make a request for an award of attorneys ' fees, not to exceed 25% of the settlement funds, and reimbursement of costs and expenses incurred in this litiga ti on, not to exceed $11.5 million, to be heard at the time of the Hearing. Your rights may be affected by this litigation and the settlement thereof if you owned or purchased the stock of NationsBank or BankAmerica Corporation, duri ng the period August 4, 1998 th rough October 13,1998. If you have not received a printed Notice of Proposed Class Action Se ttlement, Attorneys' Fee and Expense Applications. Hea ring Date, and Class Members' Right to Share in Se ttlement Fund (the "Notice"), you may obtain a copy of the Noti ce and of a Claim Form by writing to: Claims Administrator, BankAmerica Corp. Securities litigation, clo Heffler, Radetich & Saitta L.L.P., P.O. Box 5413, Mount Laurel, NJ or by downloading a copy f ro m the internet website; hup:/iaww.bankofamericosettlement.com. To receive a payment from the settlement funds, you must submit your completed and signed Claim Form to the Claims Administrator no later than July 15, 2002, as described in the Notice. Any Class member may object to the proposed settlement,.plan of allocation, applications for a tt orneys' fees and axpeuses or any part thereof provided that any objection must be submitted no, later than May 13, 2 02, in accordance with the requirements stated in the Notice : The Lead Counsel for the The Lead Counsel for the NationsBank Classes can be ached at BankAmerica Classes can be reached at Martin M.Green Arthur N. Abbey Joe D.Jacobson Stephen T. Rodd Jonathan F. Andres James S. Notis Green Schaaf & Jacobson, P.C. Abbe LLP 7733 Forsyth Blvd., Suite East 39th Street St. Louis, MO New York, NY PLEASE DO NOT CONTACT THE COURT OR THE CLERK 'S OFFICE REGARD ING THIS NOTICE. ~JaIea p 3,w ss9*

51 EXHIBIT "J"

52 AFFIDAVITS IN THE MATTER OF : Bank America Corporation STATE OF NEW YORK : COUNTY OF NEW YORK : ss : I, Tim Hart, being duly sworn, hereby certify that (a) I am the Vice President - Financial Advertising of FT Publications, Inc., Publisher of the FINANCIAL TIMES, a daily newspaper general circulation in the City and County of New York, and (b) that the Notice of which the annexed is a copy was published in the said FINANCIAL TIMES in London, New York, Frankfurt, Paris, Tokyo, Los Angeles, Sweden, Madrid, and Hong Kong on th e 29th day of April 2002 SWORN TO BEFORE ME THIS : Tim Ha VICE-PRESIDENT OF ADVERTISING -FINANCIAL ADVERTISING : Hope Kaye NOTARY PUBLI C zd eoy Q~ w U ii#ji ~,! ^~ o'f a s r w z~ oy5" qc. 2 c ~ 04 Om v~ ~±~I~U`»o~ a aya po U F.,E pr d O".m -a ~'~ 'O.N c iluiiiii a~ m ~' u!ls7- W~"Q a U~~ 040 ~ 1 a o $ 17 V.~" 0 8 ~' ~ ova~ M a' 3. J x o Qi. OG pg a `d' oo a~ " o b a~ o ~; '~n A P O v~:. Q c i z p 0 j5 ` a 'o gw oai > '" V c~ ~ P3 a V y ~1 d mdna~ W.01 leajl~' 'M 0 O ~reqi.r w a a> d?~ a~ n 4. y. u P: v 3 z O a; kg : t 9~ 1..q~ i~ o:eu L~ pp~~.0. 0 a 22= n I7~.: O: O. W 8 x H a a~ i o o -9n.-,r~ a g ~,~" A APOd Oo. E ; o 8 a s $ 9 z v o~ > o 0 5 a~ dr Off ' T~ UA a8 g a 9 C gs a~~ a~ ~ w 5 $ 3 O W 3 11 G1 V ~ ~ Z 'y 0 PGO a0z '.O' A- ~ a o 9wv w rn o G~a a omvi ~ d..f.+ '.. ~,"; ZO~r" p0.' t.1 a ca '"N' S ' ~6 o ~ '8aob"c~a coo j zd L~ i=1 w Z W. z W ~i v~ ~~,,~S cy r~,a~ r7 > 04 ~ p `o ' ~ q Zj r7 : W o of Pte'., 6 a $ 0 ai,~ a~i o a v ~ in pc S 6 1 Q-! ~o cna q a~ J ep ~ ~ gl'8 ~ ;e~~.c `~ a H L~ > `~ q $ 5 R1,", u 4' y^fz1p o n aa3 Q v> >.U o a ~ ~,~~w ~ W Q o a~ ~a7 q~.a ~ otl~.oy POv~ F F ornu ~ 8 a~~ w $3,~ CO BUxo c~ ~~ 0

53 AFFIDAVITS IN THE MATTER OF : Bank America Corporation STATE OF NEW YORK : COUNTY OF NEW YORK : ss : I, Tim Hart, being duly sworn, hereby certify that (a) I am the Vice President - Financial Advertising of FT Publications, Inc., Publisher of the FINANCIAL TIMES, a daily newspaper general circulation in the City and County of New York, and (b) that the Notice of which the annexed is a copy was published in the said FINANCIAL TIMES in London, New York, Frankfurt, Paris, Tokyo, Los Angeles, Sweden, Madrid, and Hong Kong on th e 29th day of April 2002 Tim art Gipv' ~-- SWORN TO BEFORE ME THIS : VICE-PRESIDENT OF ADVERTISING -FINANCIAL ADVERTISING : Hope Kaye NOTARY PUBLIC too o ' d'o c y c d. 4, d o~ O O Qp d'.j ~ a>i"o '~ioob ao3 zy 'c, oar v~.'. 81, to z op V:, Z a 9 a Cg3 ~ Qr J * O"~ 8 ti c4 ~$ cps Aeo 10,.3.--, S ' az, Gj" U Zy _. " E V opt ~.. R, t 's Q` 0 d r4j AO 4' 7,.7:o U r~ Z el O W d` a ~ > -. Vii, a a v x fix.- Ẕ - o y a a u3 IN m p~ p a f~ia wa.e y a Q~ >r o ~+i :o'~. ~ > x a y~ o O _ z. 550 ~. '+007 aa~~ ay ;; : a~ 3 ow,ao~~~., ~ IJ1I1H11il11IJ1F11IbJU1 UU go -<C-4 I ~~ ~R+, C $~~CP - r _ ~U Iti oz i Z :OG- 3 a _ c g '~ f a~ 2 a: eon 5. Z-0. O. o0 F p A 'S~ ~o~8 w_ ~dofp o-'~' Gw zdm d~ eo ~ OC. pr,e7:~ O~G7 gv-' o 6bs ~1 > a o3~l ti c 1 a~r~t3w M 5Z I xpg '7 -.rte N :'" -g'o 5.es,J' K 9. g o X77 q ' ~ S. w~ QQOC w.o~ooah~' do. a itl~aaa M oai. a~ J 81 0ai 'o~.o2- > i.qi.. eo n 0.~ ~ o aai ~ 9 ~~ ~ >.U o a.~,- v~w ` AG,; g O~ r V UU ~.o ~. SAO m. ~ a f~ a o o >o 9 tfw4' y >,-'..r.,.. :~ '..~-Fn o:2.may _ W o y p --- ~ q`d O"~AO ~ '`7' : _~: N:~ I.y ~" vf o v~ c~ U m 8 w v~ v~ $3 b A am L~ UdCo 8 ~~~ O W go b~ a 0-30 g R:y ~

54 AFFIDAVITS IN THE MATTER OF : Bank America Corporation STATE OF NEW YORK : COUNTY OF NEW YORK: ss : I, Tim Hart, being duly sworn, hereby certify that (a) I am the Vice President - Financial Advertising of FT Publications, Inc., Publisher of the FINANCIAL TIMES, a daily newspaper general circulation in the City and County of New York, and (b) that the Notice of which the annexed is a copy was published in the said FINANCIAL TIMES in London, New York, Frankfurt, Paris, Tokyo, Los Angeles, Sweden, Madrid, and Hong Kong on th e 3rd day of May 2002 SWORN TO BEFORE ME THIS :,'~TTi art VICE-PRESIDENT OF ADVERTISING -FINANCIAL ADVERTISING : Hope Kaye NOTARY PUBLIC.2 A O 0 z pp /I10a Ebz ff` U ` ~ a ia : jj d~y ~ Gzv~ wcp [~7 ~ a~ y p a:-~ w y 71 S ~7 a U.zd'p oac a V V goo Opp afi VT. d 91 O W U,-gyn. A - -3 o. o 6 1 U m p d. " cai... 'qvp a o ~ y 4 w. `.! a A b "m 3.4 t w 1 oa7' ifl a~fq U: > o ox,- d- S ~od,r a_ yagiqguze Z' :~~s mow a'~ws~.sai: a~' a a ai Nao a~ Off.".. ~ Q. N L~' tiyti QN 7-, '19z ~~a na,d Z: $d~0oo04-s Fa O A U - w..z W. q ~Am N a,. AFfi-9.o Oyu m~ 7 N.t~ ~~ '. N d Fy ~'C 8 d 0.7 br' M -0 G lj 4P4 o a ' oa a~i`". o..g o a7 13 a~ q 0C L~ n I; t~ U ow + F.l M r~ toa ib y,~po q,rte ai. ~"~ d~'a d n' a a ~,~ O.~A':~ V / " ~jz -Sciq y. A.'J G y~ V]ro ~. UK q.. a ag A d.?p~~ ao a ~ =1 AP.a o p-0-1 9z ie -41;' 'O ~j ~G tc a~ p. yl _ Atn V1 i7

55 ~,o a ~n A vm o ~'o G a 1Pq AFFIDAVITS IN THE MATTER Bank America Corporation OF : STATE OF NEW YORK : COUNTY OF NEW YORK: ss : I I, Tim Hart, being duly sworn, hereby certify that (a) I am the Vice President - Financial Advertising of FT Publications, Inc., Publisher of the FINANCIAL TIMES, a daily newspaper general circulation in the City and County of New York, and (b) that the Notice of which the annexed is a copy was published in the said FINANCIAL TIMES in London, New York, Frankfurt, Paris, Tokyo, Los Angeles, Sweden, Madrid, and Hong Kong on th e 3rd day of May 2002 SWORN TO BEFORE ME THIS : T' Hart VICE-PRESIDENT OF ADVERTISING -FINANCIAL ADVERTISING : Hope Kaye NOTARY PUBLIC 01? m aoa~ a fl A :.0,n am - -..ca3 U01U ;U141I1 l3' E y.'.eop oo.a C~ o a Its.., o y.e moz o Z1 0 'd o p0.a. U o Q VJ~.' - v M -S U z~ A. >.~E N o.~n,,.- z 0y Uo G1 a a O~rr7 W r7 ~u $. yp ye, yya a rte., 8 OQ~j QD n+ wp' ~E ' 0 o.$..y '~ aai. U Op 0~ i Q~~+ ~dj v~ A PG q a,& ~ac~ ou w ' ' a~'o w., a b«~ S e n aaoazocs0uo iu~ Z~ s~~ ~'~ ~''~'~ a`~i ~a eu ' 'p dam' ~ a ~y '~3 a~ ~ E ~F~'.. cam' 04 GD:~, G7 ~i A 34.r a ' ~ > o ' ~ "~y ~ 9 `a3: U.. d. ay, o c ai W a ~ 1 ~ a U.~ QOWG O y~ fl C n '9 a~e-i 5 2, o ~r, ra.-- p Q af Z -,p 'Q O C.W W d'.. Z G'. y E : 7 4..'. ~~- p.~ U U CQ tj a d v~, ~o ~ o S a~ d a~ ll~~ qa~ p4~"'~ ; A ~ A 2,n r~~s ~ q,, w C ~ a~sjw2 3 ywz ~W" Z ~+ad 1ffillhiii1illbI1P4 '% ~ o.-grno q " ~t y ay~ 1as p > PG y d fj ~ o W. 7y.... E o c.p 5 u1 IO U ~on '~ a a^~ U.81 p.. fl N `~a Yg 4 4 ] ga ~o~podysp. P3> ~ ofbq~~z v~uc a 8$:y w.82 `4 m a~^

56 EXHIBIT "K"

57 PR Newswire United Business Medi a May 15, Ms. Alison Kauker SK ADVERTISING 1204 Landmark Drive Yardley, PA Dear Ms. Kauker, Here is the information you requested pertaining to a release that was sent by SK Advertising for Heffler, Radetich & Saitta L.L.P., on April 29, Please call if you need further assistance. Release headline : Green Schaaf & Jacobson, P.C. and Abbey Gardy, LLP Announce Proposed Class Action Settlement With Bank of America Corporation (BAC), and Date of Hearing On the Proposed Settlement, Proposed Attorneys' Fee and Expense Application, And Class Member Right to Share in Settlement Fun d Date and time release cleared PR Newswire : April 29, 2002 at 8 :06 a.m. Release was sent to PR Newswire on 26-April-2002 via (phhubs@prnewswire.com) and faxed to us by : Alison Kauker of SK Advertising Kindly Yours, Stephen Palacio Bureau Manager PR Newswire 1617 JFK Boulevard, Suite 1665 Philadelphia, PA

58 To : Line26@ PR Newswire cc : Subject : PHM <-----> Green Schaaf & Jacobson, P.C. and Abbey Gardy, LLP Announce Proposed Class Action Settlement With Bank of America Corporation (BAC), and Date of Hearing On the Proposed Settlement, Proposed Attorneys' Fee and Expense Application, And Class Member Right to Share in Settlement Fun d Content-Length : US1 IRW TNW RWB TBI (SK ADVERTISING PH/Heffler, Radetich & Saitta) bbka PHM003 /FROM PR NEWSWIRE PHILADELPHIA / >% [STK] [IN] FIN [SU] LAW TO BUSINESS EDITOR : Green Schaaf & Jacobson, P.C. and Abbey Gardy, LLP Announce Proposed Class Action Settlement With Bank of America Corporation (BAC), and Date of Hearing On the Proposed Settlement, Proposed Attorneys' Fee and Expense Application, And Class Member Right to Share in Settlement Fun d PHILADELPHIA, April 29 / PRNewswire/ -- The following was released today by Green Schaaf & Jacobson, P.C. and Abbey Gardy, LLP : UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, Eastern Divisio n IN RE BANKAMERICA CORP. SECURITIES LITIGATION MDL No Senior Judge Nangle ALL CASES SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEMENT WITH BANK OF AMERICA CORPORATION (BAC), AND DATE OF HEARING ON THE PROPOSED SETTLEMENT, PROPOSED ATTORNEYS' FEE AND EXPENSE APPLICATION, AND CLASS MEMBER RIGHT TO SHARE IN SETTLEMENT FUN D TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF NATIONSBANK CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH SEPTEMBER 30, 1998, INCLUSIVE ("NATIONSBANK CLASSES"). TO: ALL PERSONS WHO OWNED OR PURCHASED COMMON OR PREFERRED STOCK OF BANKAMERICA CORPORATION DURING THE PERIOD AUGUST 4, 1998 THROUGH OCTOBER 13, 1998, INCLUSIVE ("BANKAMERICA CLASSES"). YOU ARE HEREBY NOTIFIED that a Hearing will be held beginning on May 30, 2002, at 9 :30 a.m., before the Honorable John F. Nangle, Senior United States District Judge, at the Thomas F. Eagleton Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102, to determine, among other things, whether the proposed settlement of the above-captioned litigation should be approved b y the Court as fair, reasonable and adequate to the certified classes. Under the proposed settlement, defendants will pay $490 million in cash, consisting of $333.2 million to the NationsBank Classes and $156.8 million to the BankAmerica Classes, in accordance with the terms and conditions of a Settlement Agreement dated as of March 8, 2002, on file with the Court. If

59 the settlement should be approved, the above-captioned litigation will be dismissed on the merits and with prejudice as against all defendants. Plaintiffs' counsel intend to make a request for an award of attorneys ' fees, not to exceed 25% of the settlement funds, and reimbursement of costs and expenses incurred in this litigation, not to exceed $11.5 million, to be heard at the time of the Hearing. Your rights may be affected by this litigation and the settlement thereof if you owned or purchased the stock of NationsBank or BankAmerica Corporation during the period August 4, 1998 through October 13, If you have not received a printed Notice of Proposed Class Action Settlement, Attorneys' Fee and Expense Applications, Hearing Date, and Class Members' Right to Share in Settlement Fund (the "Notice"), you may obtain a copy of the Notice and of a Claim Form by writing to : Claims Administrator, BankAmerica Corp. Securities Litigation, c/o Heffler, Radetich & Saitt a L.L.P., P.O. Box 5413, Mount Laurel, NJ or by downloading a copy from the Internet website, http :// To receive a payment from the settlement funds, you must submit your completed and signed Claim Form to the Claims Administrator no later than July 15, 2002, as described in the Notice. Any Class member may object to the proposed settlement, plan of allocation, applications for attorneys' fees and expenses, or any par t thereof, provided that any objection must be submitted no later than May 13, 2002, in accordance with the requirements stated in the Notice. The Lead Counsel for the NationsBank Classes can be reached at : Martin M. Green, Joe D. Jacobson, Jonathan F. Andres, Green Schaaf & Jacobson, P.C., 7733 Forsyth Blvd., Suite 700, St. Louis, MO The Lead Counsel for the BankAmerica Classes can be reached at : Arthur N. Abbey, Stephen T. Rodd, James S. Notis, Abbey Gardy, LLP, 212 East 39th Street, New York, NY PLEASE DO NOT CONTACT THE COURT OR THE CLERK 'S OFFICE REGARDING THIS NOTICE. CONTACT : Joe D. Jacobson, Green Schaaf & Jacobson, P.C., 7733 Forsyth Blvd., Suite 700, St. Louis, MO 63105, (314) or James S. Notis, Abbey Gardy, LLP, 212 East 39th Street, New York, NY 10016, (212) MAKE YOUR OPINION COUNT - Click Here 2 SOURCE Heffler, Radetich & Saitta L.L.P /29/200 2 /CONTACT : Joe D. Jacobson of Green Schaaf & Jacobson, ; or James S. Notis of Abbey Gardy, LLP, / /Web site : htt p://www. bankofamericasettlement.com / CO: Hefer, Radetich & Saitta L.L.P.; Green Schaaf & Jacobson, P.C. ; Abbey Gardy, LLP ; Bank of America Corporation ; NationsBank ; BankAmerica Corporation ST: Pennsylvania, Missouri IN : FI N SU: LAW JA -- PHM /29/ :14 EDT http :// ******************* * WORD COUNT : 685 ********************