-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HNt2QhcAb2miSBKs6OMzA/i84gJd2KjiA1hbnAv3A7iI5seH1P1LJD5Ub0dds1Fj Ze6J3FmddCruhP0GfzVvig== 0000929624-97-000638.txt : 19970528 0000929624-97-000638.hdr.sgml : 19970528 ACCESSION NUMBER: 0000929624-97-000638 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970527 EFFECTIVENESS DATE: 19970527 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27817 FILM NUMBER: 97614289 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CTR STREET 2: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1997 FILE NO. 333-______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- BANKAMERICA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-1681731 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) BANK OF AMERICA CENTER 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) TAKE OWNERSHIP! THE BANKAMERICA GLOBAL STOCK OPTION PROGRAM (FULL TITLE OF THE PLAN) CHERYL SOROKIN BANKAMERICA CORPORATION BANK OF AMERICA CENTER 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 TELEPHONE: 415/622-3530 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE ======================================================================================================= Proposed maximum Proposed maxi- Title of securities Amount to be offering price per mum aggregate Amount of to be registered registered (1) share (2) offering price (2) registration fee - ------------------------------------------------------------------------------------------------------- Common Stock, $1.5625 par value (3) 5,760,910 shares $116.50 $671,146,015 $203,377.58 =======================================================================================================
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers an additional indeterminate number of shares which by reason of certain events specified in the program may become subject to the program. (2) In accordance with Rule 457(h), the offering price per share of common stock is the price at which the stock options and stock appreciation rights awarded on May 19, 1997 under the program may be exercised. (3) Each share of common stock registered pursuant to this Registration Statement includes a preferred share purchase right. - ------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- Pursuant to General Instruction E to Form S-8, the contents of BankAmerica Corporation's Registration Statement on Form S-8 (File No. 333-16477) as filed with the Securities and Exchange Commission on November 20, 1996 are incorporated herein by reference, except as the same may be modified by the information set forth herein. This Registration Statement is being filed to register 5,760,910 additional shares of BankAmerica Corporation common stock in respect of stock options and stock appreciation rights awarded on May 19, 1997 under Take Ownership! The BankAmerica Global Stock Option Program. Item 8. Exhibits. -------- Exhibit Number Exhibit Description - ------ ------------------- 5 Opinion of Counsel 23.1 Consent of Independent Auditors, Ernst & Young LLP 23.2 Consent of Counsel (included in Exhibit 5) 24 Powers of Attorney 4158223 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of San Francisco, and the State of California, on this 27th day of May, 1997. BANKAMERICA CORPORATION (Registrant) By: /s/ JAMES S. WESTFALL ------------------------------ James S. Westfall Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on this 27th day of May, 1997 by the following persons in the capacities indicated. Signature Title - --------- ----- PRINCIPAL EXECUTIVE OFFICER: *David A. Coulter Chairman of the Board and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: *Michael E. O'Neill Vice Chairman and Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: *John J. Higgins Executive Vice President and Chief Accounting Officer DIRECTORS: (A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS:) *JOSEPH F. ALIBRANDI Director *JILL E. BARAD Director *PETER B. BEDFORD Director *RICHARD A. CLARKE Director *DAVID A. COULTER Director *TIMM F. CRULL Director *KATHLEEN FELDSTEIN Director *DONALD E. GUINN Director *FRANK L. HOPE, JR. Director *WALTER E. MASSEY Director *JOHN M. RICHMAN Director *RICHARD M. ROSENBERG Director *A. MICHAEL SPENCE Director *SOLOMON D. TRUJILLO Director *By: /s/ WILLIE C. BOGAN ------------------------------------------ Willie C. Bogan, Attorney-in-Fact Dated: May 27, 1997 3 INDEX TO EXHIBITS Exhibit Number Exhibit Description - ------ ------------------- 5 Opinion of Counsel 23.1 Consent of Independent Auditors, Ernst & Young LLP 23.2 Consent of Counsel (included in Exhibit 5) 24 Powers of Attorney 4 EX-5 2 OPINION OF COUNSEL [BANKAMERICA CORPORATION LETTERHEAD] EXHIBIT 5 BANKAMERICA CORPORATION Box 37000 San Francisco, CA 94137 May 23, 1997 JAMES N. ROETHE Executive Vice President and General Counsel Legal Department North 3017 (415) 622-2845 Fax (415) 953-0944 Members of the Board of Directors BankAmerica Corporation Bank of America Center 555 California Street San Francisco, CA 94104 Dear Board Members: I am the Executive Vice President and General Counsel of BankAmerica Corporation ("BAC") and in that capacity I have acted as counsel for BAC in connection with the registration under the Securities Act of 1933, as amended, of 5,760,910 additional shares of BAC common stock, $1.5625 par value (the "Common Stock"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") relating to Take Ownership! The BankAmerica Global Stock Option Program (the "Program"). The Registration Statement is to be filed by BAC with the Securities and Exchange Commission on or about May 23, 1997. I have examined or caused to be examined such corporate records, certificates and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion. On the basis of such examination, it is my opinion that the Common Stock, when issued in the manner contemplated by the Registration Statement and the Program, will be duly authorized, validly issued, fully paid and nonassessable. Members of the Board of Directors BankAmerica Corporation May 23, 1997 Page 2 I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Sincerely yours, /s/ JAMES N. ROETHE ---------------------------- James N. Roethe Executive Vice President and General Counsel EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 dated May 27, 1997 pertaining to Take Ownership! The BankAmerica Global Stock Option Program of our report dated January 14, 1997 with respect to the consolidated financial statements of BankAmerica Corporation incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Francisco, California May 23, 1997 EX-24 4 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, Chairman of the Board, President, and Chief Executive Officer of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his attorneys-in-fact, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long-term incentive plan, and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ DAVID A. COULTER ----------------------------- David A. Coulter [Principal Executive Officer-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, Vice Chairman and Chief Financial Officer of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his attorneys-in-fact, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long-term incentive plan, and all amendments (including post- effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ MICHAEL E. O'NEILL ----------------------------- Michael E. O'Neill [Principal Financial Officer-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, an Executive Vice President and the Chief Accounting Officer of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his attorneys-in-fact, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long-term incentive plan, and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ JOHN J. HIGGINS ------------------------------ John J. Higgins [Financial Controller-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ JOSEPH F. ALIBRANDI ---------------------------- Joseph F. Alibrandi [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ JILL E. BARAD --------------------------- Jill E. Barad [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ PETER B. BEDFORD --------------------------- Peter B. Bedford [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: Jan 5, 1997 /s/ RICHARD A. CLARKE ---------------------------- Richard A. Clarke [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ TIMM F. CRULL -------------------------- Timm F. Crull [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: Jan 5, 1997 /s/ KATHLEEN FELDSTEIN ----------------------------- Kathleen Feldstein [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: 1-6, 1997 /s/ DONALD E. GUINN ---------------------------- Donald E. Guinn [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: 1/3, 1997 /s/ FRANK L. HOPE, JR. --------------------------- Frank L. Hope, Jr. [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ WALTER E. MASSEY ---------------------------- Walter E. Massey [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Date: Jan. 3, 1997 /s/ JOHN M. RICHMAN --------------------------- John M. Richman [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: 1/6, 1997 /s/ RICHARD M. ROSENBERG ----------------------------- Richard M. Rosenberg [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: 1/5, 1997 /s/ A. MICHAEL SPENCE ----------------------------- A. Michael Spence [Directors-Employee Benefit Plans] Exhibit 24 POWER OF ATTORNEY ----------------- The undersigned, a Director of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements under the Securities Act of 1933 relating to employee benefit plans of this Corporation and/or any participating subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any long- term incentive plan, and any and all amendments (including post-effective amendments) to such registration statements. This power of attorney, unless earlier revoked or terminated, will terminate on January 31, 1998. Dated: January 9, 1997 /s/ SOLOMON D. TRUJILLO ----------------------------- Solomon D. Trujillo [Directors-Employee Benefit Plans] -----END PRIVACY-ENHANCED MESSAGE-----