Exhibit 24.5

                                POWER OF ATTORNEY




KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Mitchell M. Cox and Stephen G. Bodhurta and each of
them, with full power to act without the other, her and his, respectively, true
and lawful attorneys-in-fact and agents with full and several power of
substitution, for her and him and in her and his name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, and supplements to the Registration Statements for each of the
Biotech HOLDRS(SM) Trust, B2B Internet HOLDRS(SM) Trust, Broadband HOLDRS(SM)
Trust, Europe 2001 HOLDRS(SM) Trust, Internet HOLDRS(SM) Trust, Internet
Architecture HOLDRS(SM) Trust, Internet Infrastructure HOLDRS(SM) Trust, Market
2000+ HOLDRS(SM) Trust, Oil Service HOLDRS(SM) Trust, Pharmaceutical HOLDRS(SM)
Trust, Regional Bank HOLDRS(SM) Trust, Semiconductor HOLDRS(SM) Trust, Software
HOLDRS(SM) Trust, Telecom HOLDRS(SM) Trust, Wireless HOLDRS(SM) Trust, Utilities
HOLDRS(SM) Trust and Retail HOLDRS(SM) Trust, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as she or he might or could do in person, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Signature                                         Title
         ---------                                         -----

         /s/ Candace M. Browning
---------------------------------------------              Director
         Candace M. Browning

         /s/ Gregory J. Fleming
---------------------------------------------              Director
         Gregory J. Fleming

         /s/ Do Woo Kim
---------------------------------------------              Director
         Do Woo Kim

         /s/ Joseph F. Regan
---------------------------------------------              Controller
         Joseph F. Regan