EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Bank of America Corporation, a
Delaware corporation the "Corporation", and each undersigned Director and
Officer of the Corporation whose signature appears below hereby makes,
constitutes and appoints Paul J. Polking and Charles M. Berger, and each or any
of them, the undersigned's true and lawful attorneys-in-fact and agents, with
full power of substitution, for the undersigned and in the undersigned's name,
place and stead and in any and all capacities, to sign and affix the
undersigned's name as such Director and Officer of the Corporation to a
Registration Statement or Registration Statements on Form S-3 or other
applicable form, and all amendments, including post-effective amendments,
thereto, and all Registration Statements for the same offering that are to be
effective upon filing pursuant to Rule 462b under the Securities Act of 1933, as
amended, to be filed by the Corporation with the Securities and Exchange
Commission, Washington, D.C. in connection with the registration under the
Securities Exchange Act of 1934, as amended, of debt and equity securities,
including preferred and other securities herein, "Trust Securities" issued by
one or more trusts herein, "Trusts" formed and controlled by the Corporation,
guarantees, limited guarantees and similar purchase and other obligations of the
Corporation of or relating to Trust Securities, and common stock and associated
stock purchase rights of the Corporation, and other securities related thereto,
in an aggregate amount not to exceed $2,000,000,000, proposed to be sold by the
Corporation and one or more Trusts from time to time, and file the same, with
all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and perform any and all acts necessary or incidental to the performance
and execution of the powers herein expressly granted, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their,
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
{signatures on next page}
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: September 26, 2001 Chief Executive Officer and
President
Signature Title Date
--------- ----- ----
/s/ Kenneth D. Lewis Chairman of the Board, September 26, 2001
------------------------------ Chief Executive Officer,
Kenneth D. Lewis Director, and President
Principal Executive Officer
/s/ James H. Hance, Jr. Vice Chairman, Chief September 26, 2001
------------------------------ Financial Officer and
James H. Hance, Jr. Director Principal Financial
Officer
/s/ Marc D. Oken Executive Vice President September 26, 2001
------------------------------ and Principal Financial
Marc D. Oken Executive Principal
Accounting Officer
/s/ John R. Belk Director September 26, 2001
------------------------------
John R. Belk
/s/ Charles W. Coker Director September 26, 2001
------------------------------
Charles W. Coker
/s/ Frank Dowd, IV Director September 26, 2001
------------------------------
Frank Dowd, IV
Signature Title Date
--------- ----- ----
---------------------------- Director September 26, 2001
Kathleen Feldstein
/s/ Paul Fulton
---------------------------- Director September 26, 2001
Paul Fulton
---------------------------- Director September 26, 2001
Donald E. Guinn
/s/ C. Ray Holman
---------------------------- Director September 26, 2001
C. Ray Holman
/s/ C. Steven McMillan
---------------------------- Director September 26, 2001
C. Steven McMillan
/s/ Walter E. Massey
---------------------------- Director September 26, 2001
Walter E. Massey
/s/ Patricia E. Mitchell
---------------------------- Director September 26, 2001
Patricia E. Mitchell
/s/ O. Temple Sloan, Jr.
---------------------------- Director September 26, 2001
O. Temple Sloan, Jr.
/s/ Meredith R. Spangler
---------------------------- Director September 26, 2001
Meredith R. Spangler
---------------------------- Director September 26, 2001
Ronald Townsend
Signature Title Date
--------- ----- ----
/s/ Peter V. Ueberroth Director September 26, 2001
----------------------------
Peter V. Ueberroth
/s/ Jackie M. Ward Director September 26, 2001
----------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director September 26, 2001
----------------------------
Virgil R. Williams