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-8
relating to the issuance of shares of the Common Stock of Bank of America
Corporation pursuant to the Bank of America Corporation 2002 Associates Stock
Option Plan, 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
/s/ Kenneth D. Lewis
--------------------------
Kenneth D. Lewis
Chairman and Chief Executive Officer
Dated: September 26, 2001
Signature Title Date
--------- ----- ----
/s/ Kenneth D. Lewis Chairman, Chief Executive September 26, 2001
- --------------------------- Officer and Director
Kenneth D. Lewis (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman, Chief September 26, 2001
- --------------------------- Financial Officer and Director
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and September 26, 2001
- --------------------------- Principal Financial Executive
Marc D. Oken (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
/s/ Kathleen F. Feldstein Director September 26, 2001
- -------------------------
Kathleen F. Feldstein
/s/ Paul Fulton Director September 26, 2001
- ---------------------------
Paul Fulton
/s/ Donald E. Guinn Director September 26, 2001
- ---------------------------
Donald E. Guinn
/s/ C. Ray Holman Director September 26, 2001
- ---------------------------
C. Ray Holman
/s/ Walter E. Massey Director September 26, 2001
- ---------------------------
Walter E. Massey
/s/ C. Steven McMillan Director September 26, 2001
- ---------------------------
C. Steven McMillan
/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 __, 2001
- ---------------------------
Ronald Townsend
/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
Bank of America Corporation
Extract of Board of Director Resolutions
September 26, 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 Registration Statements [relating
to the Bank of America Corporation 2002 Associates Stock Option 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 September 26, 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 31st day of January, 2002.
(SEAL)
/s/ Allison L. Gilliam
----------------------
Allison L. Gilliam
Assistant Secretary