Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of Bank of America Corporation,
and the several undersigned Officers and Directors thereof whose signatures
appear below, hereby makes, constitutes and appoints Charles M. Berger, Rachel
R. Cummings and Paul J. Polking, and each of them acting individually, its, his
and her true and lawful attorneys with power to act without any other and with
full power of substitution, to execute, deliver and file in its, his and her
name and on its, his and her behalf, and in each of the undersigned Officer's
and Director's capacity or capacities as shown below, (a) one or more
Registration Statements of Bank of America Corporation on Form S-3 relating to
the issuance of shares of the Common Stock of Bank of America Corporation
pursuant to the Bank of America Corporation Key Employee Stock Plan, as amended
and restated, and any and all documents in support thereof or supplemental
thereto and any and all amendments, including any and all post-effective
amendments, to the foregoing (hereinafter called the "Registration Statements"),
and (b) such registration statements, petitions, applications, consents to
service of process or other instruments, any and all documents in support
thereof or supplemental thereto, and any and all amendments or supplements to
the foregoing, as may be necessary or advisable to qualify or register the
securities covered by said Registration Statements under such securities laws,
regulations or requirements as may be applicable; and each of Bank of America
Corporation and said Officers and Directors hereby grants to said attorneys, and
to each of them, full power and authority to do and perform each and every act
and thing whatsoever as said attorneys or attorney may deem necessary or
advisable to carry out fully the intent of this power of attorney to the same
extent and with the same effect as Bank of America Corporation might or could
do, and as each of said Officers and Directors might or could do personally in
his or her capacity or capacities as aforesaid, and each of Bank of America
Corporation and said Officers and Directors hereby ratifies and confirms all
acts and things which said attorneys or attorney might do or cause to be done by
virtue of this power of attorney and its, his or her signature as the same may
be signed by said attorneys or attorney, or any of them, to any or all of the
following (and/or any and all amendments and supplements to any or all thereof):
such Registration Statements under the Securities Act of 1933, as amended, and
all such registration statements, petitions, applications, consents to service
of process and other instruments, and any and all documents in support thereof
or supplemental thereto, under such securities laws, regulations and
requirements as may be applicable.
IN WITNESS WHEREOF, Bank of America Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below.
BANK OF AMERICA CORPORATION
By: /s/ Kenneth D. Lewis
------------------------------------
Kenneth D. Lewis
Chairman and Chief Executive Officer
Dated: June 27, 2001
Signature Title Date
--------- ----- ----
/s/ Kenneth D. Lewis June 27, 2001
- ------------------------- Chairman, Chief Executive Officer
Kenneth D. Lewis and Director
(Principal Executive Officer)
/s/ James H. Hance, Jr. June 27, 2001
- ------------------------- Vice Chairman, Chief
James H. Hance, Jr. Financial Officer and Director
(Principal Financial Officer)
/s/ Marc D. Oken June 27, 2001
- ------------------------- Executive Vice President and
Marc D. Oken Principal Financial Executive
(Principal Accounting Officer)
/s/ John R. Belk Director June 27, 2001
- -------------------------
John R. Belk
/s/ Charles W. Coker Director June 27, 2001
- -------------------------
Charles W. Coker
/s/ Frank Dowd, IV Director June 27, 2001
- -------------------------
Frank Dowd, IV
/s/ Kathleen F. Feldstein Director June 27, 2001
- -------------------------
Kathleen F. Feldstein
/s/ Paul Fulton Director June 27, 2001
- -------------------------
Paul Fulton
/s/ Donald E. Guinn Director June 27, 2001
- -------------------------
Donald E. Guinn
_________________________
C. Ray Holman Director June __, 2001
/s/ Walter E. Massey Director June 27, 2001
- -------------------------
Walter E. Massey
/s/ C. Steven McMillan Director June 27, 2001
- -------------------------
C. Steven McMillan
/s/ Patricia E. Mitchell Director June 27, 2001
- -------------------------
Patricia E. Mitchell
/s/ O. Temple Sloan, Jr. Director June 27, 2001
- -------------------------
O. Temple Sloan, Jr.
/s/ Meredith R. Spangler Director June 27, 2001
- -------------------------
Meredith R. Spangler
/s/ Ronald Townsend Director June 27, 2001
- -------------------------
Ronald Townsend
/s/ Jackie M. Ward Director June 27, 2001
- -------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director June 27, 2001
- -------------------------
Virgil R. Williams
Exhibit 24.1 (continued)
Bank of America Corporation
Extract of Board of Director Resolutions
June 27, 2001
RESOLVED, that Charles M. Berger, Rachel R. Cummings and Paul J. Polking
be, and each of them with full power to act without the other hereby is,
authorized and empowered to sign the aforesaid Form S-3 Registration Statements
[relating to the Bank of America Corporation Key Employee Stock Plan] and any
amendment or amendments thereto (including any post-effective amendments) on
behalf of and as attorneys for the Corporation and on behalf of and as attorneys
for any of the following: the chief executive officer, the principal financial
officer, the principal accounting officer and any other officer of the
Corporation.
CERTIFICATE OF SECRETARY
------------------------
I, ALLISON L. GILLIAM, Assistant Secretary of Bank of America Corporation,
a corporation duly organized and existing under the laws of the State of
Delaware, do hereby certify that the foregoing is a true and correct extract of
resolutions duly adopted by a majority of the entire Board of Directors of said
Corporation at a meeting of said Board of Directors held on June 27, 2001, at
which meeting a quorum was present and acted throughout and that said resolution
is in full force and effect and has not been amended or rescinded as of the date
hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
said corporation this 28th day of June, 2001.
(SEAL)
/s/ Allison L. Gilliam
-----------------------
Allison L. Gilliam
Assistant Secretary