RESOLUTIONS

Exhibit 24(b)

BANK OF AMERICA CORPORATION
CERTIFICATE OF SECRETARY
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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 attached is a true and correct copy
of resolutions duly adopted by a majority of the entire Board of Directors of
the Corporation at a meeting of the Board of Directors held on January 23,
2002, at which meeting a quorum was present and acted throughout and that said
resolutions are in full force and effect and have not been amended or rescinded
as of the date hereof.

IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of the Corporation this 13th day of March, 2002.

(SEAL)
/s/ Allison L. Gilliam
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Allison L. Gilliam
Assistant Secretary


BANK OF AMERICA CORPGRATION
BOARD OF DIRECTORS
RESOLUTIONS

January 23, 2002
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2001 Annual Report on Form 10-K
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WHEREAS, officers of Bank of America Corporation (the
"Corporation") have made presentations to the Board of Directors regarding the
Corporation's financial results for the year ended December 31, 2001;

WHEREAS, the Board of Directors has had adequate opportunity
to review and comment on such results;

WHEREAS, the December 31, 2001 audited financial statements
(the "2001 financial statements") will be included in the Corporation's 2001
Annual Report to Stockholders (the "2001 Annual Report") and incorporated by
reference in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 2001 (the "2001 Form 10-K"); and

WHEREAS, members of the Audit Committee have recommended to
the Board of Directors that the 2001 financial statements be included in the
2001 Annual Report and incorporated by reference in the 2001 Form 10-K;

NOW, THEREFORE, BE IT:

RESOLVED, that the proper officers of the Corporation be, and
they hereby are, authorized and empowered on behalf of the Corporation to
prepare, execute, deliver and file the 2001 Form 10-K, based upon the
information presented to and considered at this meeting, in such form and with
such content and attachment of exhibits as the officers signing the 2001 Form
10-K shall approve, their approval to be conclusively evidenced by their
signature thereof; and be it

FURTHER RESOLVED, that the proper officers of the Corporation
be, and they hereby are, authorized and empowered on behalf of the Corporation
to execute the 2001 Form 10-K and file it with the Securities


and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, and with such other governmental agencies or instrumentalities as such
officers deem necessary or desirable, and to prepare, execute, deliver and file
any amendment or amendments to the 2001 Form 10-K, as they may deem necessary
or appropriate; and be it

FURTHER 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 prepare, execute, deliver and file
the 2001 Form 10-K and any amendment or amendments thereto on behalf of and as
attorneys for the Corporation and on behalf of and as attorneys for any of the
following: the principal executive officer, the principal financial officer, the
principal accounting officer, and any other officer of the Corporation; and be
it

FURTHER RESOLVED, that, for the purposes of these resolutions,
the "proper officers" of the Corporation are the Executive Officers, the
Secretary, any Executive Vice President, and any Senior Vice President, and that
each of these officers is authorized, empowered and directed, in the name and on
behalf of the Corporation to execute and deliver or cause to be executed and
delivered any and all agreements, amendments, certificates, applications,
notices, letters, or other documents and to do or cause to be done any and all
such other acts and things as, in the opinion of any such officer, may be
necessary, appropriate or desirable in order to enable the Corporation fully and
promptly to carry out the intent of the foregoing resolutions, and any such
action taken by such officers shall be conclusive evidence of their authority.