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any party to whom it is delivered and BAC, of the determination and approval by
BAC of the matters described therein and of the transaction undertaken thereby,
unless such party has previously received written notice of the revocation of
this resolution.

(a)  Establishment and use of accounts
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     where any Officer deems it desirable for the operations of BAC, to
establish and maintain with Bank of America National Trust and Savings
Association and any other banks, checking, time deposit, and other bank
accounts, upon such terms and conditions as may be agreed upon with such banks;
to execute, endorse or deliver on behalf of BAC, remittances, checks, drafts or
other requests for withdrawal, transfer or deposit of funds from or to any of
such bank accounts as shall be maintained in the name of BAC, and any bank
maintaining any such account is hereby authorized and directed to honor
remittances, checks, drafts or other requests for withdrawal, transfer or
deposit of funds from or to any such account by or from such Officers;

(b)  Borrowing
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     to borrow, in each case for an original term not exceeding nine months,
from banks and other lenders, including subsidiaries of BAC, from time to time,
such sums of money as may be deemed desirable for BAC to conduct its general
business affairs and to grant security interests in existing and future assets
of BAC to assure repayment of such indebtedness; provided that no such borrowing
shall be permitted if, by reason of such new borrowing and after giving effect
thereto, the aggregate amount of all borrowings of BAC having at their inception
a term of nine months or less, other than such borrowings from subsidiaries of
BAC, but including borrowings through the issuance of commercial paper pursuant
to subparagraph (c) of this paragraph 1, would exceed the sum of SIX BILLION
DOLLARS ($6,000,000,000);

In computing compliance with the foregoing limitation:

     (i)       Borrowings subject to such limitation which are expressed in
               foreign currencies shall be valued in U.S. dollars at least
               monthly, and the most recent valuation shall govern the
               determination whether any additional borrowing complies with such
               limitation;

     (ii)      Obligations of BAC arising out of the issuance of travelers
               cheques, official checks and money orders, offered to the public
               as instruments of funds transmission and not bearing interest,
               are not subject to the foregoing limitation, nor shall they be
               included in computing compliance therewith; and

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