EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Bank of America
Corporation (the "Corporation"), and the undersigned Officers and Directors of
the Corporation whose signatures appear below, hereby makes, constitutes and
appoints Paul J. Polking and Charles M. Berger, 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)
a Registration Statement on Form S-3 (or other appropriate form) with respect to
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), in connection with up to $6,000,000,000 in aggregate initial offering
price of the Corporation's unsecured debt securities (the "Notes"), which Notes
may be offered in amounts, at prices and on terms to be determined at the time
of sale, all as authorized by the Board of Directors of the Corporation as of
July 24, 2002, and all documents in support thereof or supplemental thereto and
any and all amendments, including any and all pre-effective and post-effective
amendments, to the foregoing (collectively, the "Registration Statement"); and
(b) all other 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 Notes
covered by the Registration Statement under any and all securities laws,
regulations and requirements as may be applicable; and each of the Corporation
and the Officers and Directors hereby grants to each of the attorneys, full
power and authority to do and perform each and every act and thing whatsoever as
each of such attorneys 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
the Corporation might or could do, and as each of the Officers and Directors
might or could do personally in his or her capacity or capacities as aforesaid,
and each of the Corporation and the Officers and Directors hereby ratifies and
confirms all acts and things which the attorneys 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 the attorneys or attorney, or any of them, to any or all of the
following (and any and all amendments and supplements to any or all thereof):
such Registration Statement under the Securities Act 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.
[Balance of page intentionally left blank]
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 of the Board,
Dated: July 24, 2002 Chief Executive Officer and President
Signature Title Date
--------- ----- ----
Chairman of the Board, July 24, 2002
Chief Executive Officer,
/s/ Kenneth D. Lewis Director and President
- -------------------------------- (Principal Executive Officer)
(Kenneth D. Lewis)
Vice Chairman, Chief Financial July 24, 2002
/s/ James H. Hance, Jr. Officer and Director
- -------------------------------- (Principal Financial Officer)
(James H. Hance, Jr.)
Executive Vice President July 24, 2002
and Principal Financial
/s/ Marc D. Oken Executive (Principal
- ------------------------------- Accounting Officer)
(Marc D. Oken)
/s/ John R. Belk Director July 24, 2002
- --------------------------------
(John R. Belk)
/s/ Charles W. Coker Director July 24, 2002
- --------------------------------
(Charles W. Coker)
/s/ Frank Dowd, IV Director July 24, 2002
- --------------------------------
(Frank Dowd, IV)
2
/s/ Kathleen Feldstein Director July 24, 2002
- --------------------------------
(Kathleen Feldstein)
/s/ Paul Fulton Director July 24, 2002
- --------------------------------
(Paul Fulton)
/s/ Donald E. Guinn Director July 24, 2002
- --------------------------------
(Donald E. Guinn)
/s/ C. Ray Holman Director July 24, 2002
- --------------------------------
(C. Ray Holman)
Director , 2002
- --------------------------------
(Walter E. Massey)
/s/ C. Steven McMillan Director July 24, 2002
- --------------------------------
(C. Steven McMillan)
/s/ Patricia E. Mitchell Director July 24, 2002
- --------------------------------
(Patricia E. Mitchell)
/s/ O. Temple Sloan, Jr. Director July 24, 2002
- --------------------------------
(O. Temple Sloan, Jr.)
/s/ Meredith R. Spangler Director July 24, 2002
- --------------------------------
(Meredith R. Spangler)
/s/ Ronald Townsend Director July 24, 2002
- --------------------------------
(Ronald Townsend)
/s/ Peter V. Ueberroth Director July 24, 2002
- --------------------------------
(Peter V. Ueberroth)
3
/s/ Jackie M. Ward Director July 24, 2002
- --------------------------------
(Jackie M. Ward)
Director , 2002
- --------------------------------
(Virgil R. Williams)
4