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 officers and directors 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