<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN 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 Paul J. Polking
and Charles M. Berger, 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
on Form S-3 (or other appropriate form) with respect to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), in connection
with $3,000,000,000 in aggregate initial offering price of Bank of America
Corporation's unsecured debt securities (the "Notes"), which Notes may be
offered in amounts, at prices and on terms to be determined at the time of sale,
all as authorized by the Board of Directors of Bank of America Corporation as of
September 27, 2000, and all documents in support thereof or supplemental thereto
and any and all amendments, including any and all pre-effective and
post-effective amendments, to the foregoing (hereinafter collectively called the
"Registration Statement"); and (b) all other 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 Notes covered by said Registration Statement under any and all
securities laws, regulations and 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 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.
[Balance of page intentionally left blank]
<PAGE> 2
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
By: /s/ Hugh L. McColl, Jr.
-------------------------------
Hugh L. McColl, Jr.
Chairman of the Board and
Chief Executive Officer
Dated: September 27, 2000
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Hugh L. McColl, Jr. Chairman of the Board, September 27, 2000
------------------------------- Chief Executive Officer and
(Hugh L. McColl, Jr.) Director (Principal Executive
Officer)
/s/ James H. Hance, Jr. Vice Chairman, Chief Financial September 27, 2000
------------------------------- Officer and Director (Principal
(James H. Hance, Jr.) Financial Officer)
/s/ Marc D. Oken Executive Vice President September 27, 2000
------------------------------- and Principal Financial Executive
(Marc D. Oken) (Principal Accounting Officer)
/s/ Charles W. Coker Director September 27, 2000
-------------------------------
(Charles W. Coker)
/s/ Alan T. Dickson Director September 27, 2000
-------------------------------
(Alan T. Dickson)
/s/ Frank Dowd, IV Director September 27, 2000
-------------------------------
(Frank Dowd, IV)
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C> <C>
/s/ Kathleen Feldstein Director September 27, 2000
-------------------------------
(Kathleen Feldstein)
/s/ Paul Fulton Director September 27, 2000
-------------------------------
(Paul Fulton)
/s/Donald E. Guinn Director September 27, 2000
-------------------------------
(Donald E. Guinn)
/s/ C. Ray Holman Director September 27, 2000
-------------------------------
(C. Ray Holman)
/s/ W. W. Johnson Director September 27, 2000
-------------------------------
(W. W. Johnson)
/s/ Kenneth D. Lewis President and Chief Operating September 27, 2000
------------------------------- Officer, Director
(Kenneth D. Lewis)
/s/ Walter E. Massey Director September 27, 2000
-------------------------------
(Walter E. Massey)
/s/ O. Temple Sloan, Jr. Director September 27, 2000
-------------------------------
(O. Temple Sloan, Jr.)
/s/ Meredith R. Spangler Director September 27, 2000
-------------------------------
(Meredith R. Spangler)
/s/ Ronald Townsend Director September 27, 2000
-------------------------------
(Ronald Townsend)
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
Director September 27, 2000
-------------------------------
(Solomon D. Trujillo)
Director September 27, 2000
/s/ Jackie M. Ward
-------------------------------
(Jackie M. Ward)
Director September 27, 2000
/s/ Virgil R. Williams
-------------------------------
(Virgil R. Williams)
</TABLE>
4
