Exhibit 24(b)
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned officer of Bank
of America Corporation hereby makes, constitutes
and appoints Timothy J. Mayopoulos, William J. Mostyn III and Teresa M. Brenner, and each of them
acting individually, his true and lawful attorneys with power to act without any other
and with full power of substitution, to execute, deliver and file in his name and on
his behalf, and in the undersigned officers capacity 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 said officer 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 said officer might or could do personally in his
capacity as aforesaid, and said officer 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 his 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,
the undersigned officer in the capacity noted has hereunto set his hand as of the date indicated below.
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/s/ Alvaro G. deMolina |
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Alvaro G. de Molina
Chief Financial Officer
(Principal Financial Officer) |
Dated: September 8, 2005