Exhibit 24.1
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 Charles M.
Berger, James W. Kiser and Paul J. Polking, 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)
one or more Registration Statements of Bank of America Corporation on Form S-8
relating to the issuance of shares of the Common Stock of Bank of America
Corporation pursuant to the Bank of America Corporation Key Employee Stock Plan,
as amended and restated, 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 Statements"), 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 Statements 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 Statements 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
By: /s/ Hugh L. McColl, Jr.
----------------------------------------
Hugh L. McColl, Jr.
Chairman and Chief Executive Officer
Dated: June 29, 2000
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Hugh L. McColl, Jr. Chairman, Chief Executive Officer June 29, 2000
--------------------------- and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman, Chief June 29, 2000
--------------------------- Financial Officer and Director
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and June 29, 2000
--------------------------- Principal Financial Executive
Marc D. Oken (Principal Accounting Officer)
/s/ Charles W. Coker Director June 29, 2000
---------------------------
Charles W. Coker
/s/ Alan T. Dickson Director June 29, 2000
---------------------------
Alan T. Dickson
/s/ Frank Dowd, IV Director June 29, 2000
---------------------------
Frank Dowd, IV
/s/ Kathleen F. Feldstein Director June 29, 2000
---------------------------
Kathleen F. Feldstein
Director June , 2000
---------------------------
Paul Fulton
/s/ Donald E. Guinn Director June 29, 2000
---------------------------
Donald E. Guinn
Director June , 2000
---------------------------
C. Ray Holman
/s/ W.W. Johnson Director June 29, 2000
---------------------------
W. W. Johnson
/s/ Kenneth D. Lewis President, Chief Operating June 29, 2000
--------------------------- Officer and Director
Kenneth D. Lewis
/s/ Walter E. Massey Director June 29, 2000
---------------------------
Walter E. Massey
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ O. Temple Sloan, Jr. Director June 29, 2000
---------------------------
O. Temple Sloan, Jr.
/s/ Meredith R. Spangler Director June 29, 2000
---------------------------
Meredith R. Spangler
Director June , 2000
---------------------------
Ronald Townsend
Director June , 2000
---------------------------
Solomon D. Trujillo
/s/ Jackie M. Ward Director June 29, 2000
---------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director June 29, 2000
---------------------------
Virgil R. Williams
</TABLE>
<PAGE>
Bank of America Corporation
Extract of Board of Director Resolutions
June 29, 2000
RESOLVED, that Charles M. Berger, James W. Kiser and Paul J. Polking
be, and each of them with full power to act without the other hereby is,
authorized and empowered to sign the aforesaid Registration Statements [relating
to the Bank of America Corporation Key Employee Stock Plan] and any amendment or
amendments thereto (including any post-effective amendments) on behalf of and as
attorneys for the Corporation and on behalf of and as attorneys for any of the
following: the chief executive officer, the principal financial officer, the
principal accounting officer and any other officer of the Corporation.
CERTIFICATE OF SECRETARY
------------------------
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 the foregoing is a true and correct
extract of resolutions duly adopted by a majority of the entire Board of
Directors of said Corporation at a meeting of said Board of Directors held on
June 29, 2000, at which meeting a quorum was present and acted throughout and
that said resolution is in full force and effect and has not been amended or
rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
said corporation this 12th day of January, 2001.
(SEAL)
/s/ Allison L Gilliam
------------------------
Allison L. Gilliam
Assistant Secretary
