Exhibit 24(a)
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 Timothy J. Mayopoulos, William J. Mostyn III and Teresa M. Brenner, 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 of Bank of America Corporation on Form S-4 (or other appropriate form) with respect to the registration under the Securities Act of 1933, as amended, of a number of shares of common stock of Bank of America Corporation to be issued in exchange for the outstanding shares of common stock, on a fully-diluted basis, of MBNA Corporation upon consummation of the proposed merger of MBNA Corporation with and into Bank of America Corporation, 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 Statement”), 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 Statement 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 Statement 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, President and Chief
Executive Officer
Dated: July 27, 2005

 


 

         
Signature   Title   Date
 
/s/ Kenneth D. Lewis
  Chairman, President,   July 27, 2005
 
Kenneth D. Lewis
  Chief Executive Officer and Director (Principal Executive Officer)    
 
       
/s/ Marc D. Oken
 
Marc D. Oken
  Chief Financial Officer
(Principal Financial Officer)
  July 27, 2005
 
       
/s/ Neil A. Cotty
 
Neil A. Cotty
  Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)   July 27, 2005
 
       
/s/ William Barnet, III
 
William Barnet, III
  Director   July 27, 2005
 
       
/s/ Charles W. Coker
 
Charles W. Coker
  Director   July 27, 2005
 
       
/s/ John T. Collins
 
John T. Collins
  Director   July 27, 2005
 
       
/s/ Gary L. Countryman
 
Gary L. Countryman
  Director   July 27, 2005
 
       
/s/ Paul Fulton
 
Paul Fulton
  Director   July 27, 2005
 
       
/s/ Charles K. Gifford
 
Charles K. Gifford
  Director   July 27, 2005
 
       
/s/ W. Steven Jones
 
W. Steven Jones
  Director   July 27, 2005

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Signature   Title   Date
 
/s/ Walter E. Massey
 
Walter E. Massey
  Director   July 27, 2005
 
       
/s/ Thomas J. May
 
Thomas J. May
  Director   July 27, 2005
 
       
/s/ Patricia E. Mitchell
 
Patricia E. Mitchell
  Director   July 27, 2005
 
       
/s/ Edward L. Romero
 
Edward L. Romero
  Director   July 27, 2005
 
       
/s/ Thomas M. Ryan
 
Thomas M. Ryan
  Director   July 27, 2005
 
       
/s/ O. Temple Sloan, Jr.
  Director   July 27, 2005
 
O. Temple Sloan, Jr.
       
 
       
/s/ Meredith R. Spangler
 
Meredith R. Spangler
  Director   July 27, 2005
 
       
/s/ Robert L. Tillman
 
Robert L. Tillman
  Director   July 27, 2005
 
       
/s/ Jackie M. Ward
 
Jackie M. Ward
  Director   July 27, 2005

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