As filed with the Securities and Exchange Commission
on October 8, 1998
Registration No. 333-65209
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON
Form S-8
TO REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------
BANKAMERICA CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 56-0906609
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 North Tryon Street
Charlotte, North Carolina 28255
(Address of principal executive offices)
BankAmerica
401(k) Investment Plan
(Full title of the plan)
Paul J. Polking
BankAmerica Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
Telephone: (704) 386-5000
(Name, Address and Telephone Number
of Agent for Service)
-----------------------------------
This Post-Effective Amendment No. 1 covers shares of the Registrant's Common
Stock originally registered on the Registration Statement on Form S-8 to which
this is an amendment. The registration fees in respect of such shares of
Common Stock were paid at the time of the original filing of the Registration
Statement on Form S-8 relating to such Common Stock.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 filed on October 1, 1998 is being filed solely to properly reflect the
actual manual signatures on the signature pages of the Registration Statement
and on the signature pages of the Power of Attorney attached as Exhibit 24 to
the Registration Statement. Errors in those signature pages occurred during the
conversion of the Registration Statement from paper to electronic format for
electronic filing via EDGAR.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
NationsBank Corporation, a North Carolina corporation ("NationsBank") and
BankAmerica Corporation, a Delaware corporation ("BankAmerica"), entered into an
Agreement and Plan of Reorganization, dated as of April 10, 1998 (the
"Merger Agreement"). Pursuant to the Merger Agreement NationsBank was reincor-
porated as a Delaware corporation ("NationsBank (DE)"). Following such
reincorporation, BankAmerica was merged into NationsBank (DE)(the "Merger"),
and NationsBank (DE), as the surviving corporation, was re-named BankAmerica
Corporation (the "Registrant").
The following documents, which have been heretofore filed by the Registrant
and its predecessor NationsBank with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, are incorporated
by reference herein:
(a) NationsBank's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) NationsBank's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 and Current Reports on Form 8-K filed January
14, 1998, January 22, 1998, February 3, 1998, March 13, 1998, March 23, 1998,
April 15, 1998, April 16, 1998, April 17, 1998 (as amended on April 24, 1998,
May 18, 1998 and August 17, 1998), May 6, 1998, May 13, 1998, July 7, 1998, July
13, 1998, July 23, 1998, and the Registrant's Current Report on Form 8-K filed
September 28, 1998 (as amended on September 28, 1998); and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Current Report on Form 8-K filed September 28, 1998, as
amended, and any amendment or report filed for the purpose of updating such
description.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date of this Registration
Statement, and prior to the termination of the offering of the securities
registered pursuant to this Registration Statement, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Any statement contained in a document incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed incorporated herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
The Registrant will provide without charge to each person to whom a
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Written requests for such copies should be directed to Charles J.
Cooley, Principal Corporate Personnel Officer, BankAmerica Corporation, 100
North Tryon Street, Charlotte, North Carolina 28255. Telephone requests may be
directed to (704) 386-5000.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the Registrant's Common Stock to be issued in connection
with the BankAmerica 401(k) Investment Plan (the "Plan") has been passed upon by
Paul J. Polking, Esq., Executive Vice President and General Counsel of the
Registrant. As of the date of this Form S-8, Mr. Polking beneficially owned an
aggregate of approximately 137,000 shares of the Registrant's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. Subsection (b) of Section 145 of the DGCL
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in accordance with the above standards,
except that no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which the action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the Court of Chancery or such other court shall deem
proper.
Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith; and that indemnification provided by, or granted pursuant to, Section
145 shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled. Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liabilities under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL provides that provisions in a corporation's
certificate of incorporation eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director shall not eliminate or limit the liability of a
director for (i) any breach of the director's duty of loyalty to the corporation
or its stockholders; (ii) acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law; (iii) willful or negligent
unlawful payment of a dividend or stock purchase or redemption; or (iv) any
transaction from which the director derived an improper personal benefit.
The Restated Certificate of Incorporation of the Registrant prevents the
recovery by the Registrant of monetary damages against its directors to the
fullest extent permitted by the DGCL. In accordance with the provisions of the
DGCL, the Bylaws of the Registrant provide that, in addition to the
indemnification of directors and officers otherwise provided by the DGCL, the
Registrant shall, under certain circumstances, indemnify its directors,
executive officers and certain other designated officers against any and all
liability and litigation expense, including reasonable attorneys' fees, arising
out of their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities that were at
the time known or believed by such director or officer to be in conflict with
the best interests of the Registrant. Pursuant to such Bylaws and as authorized
by statute, the Registrant may also maintain insurance on behalf of its
directors and officers against liability asserted against such persons in such
capacity whether or not such directors or officers have the right to
indemnification pursuant to the Bylaws or otherwise.
<PAGE>
In addition, the Merger Agreement provides that the Registrant will, for
six years after the consummation of the Merger, indemnify directors, officers
and employees of BankAmerica, NationsBank, or any of their respective
subsidiaries against certain liabilities in connection with such persons' status
as such or in connection with the Merger Agreement or any of the transactions
contemplated thereby. Pursuant to the Merger Agreement, the Registrant will
also, for six years after the consummation of the Merger and with respect to
events occurring prior to the consummation of the Merger, honor all rights to
indemnification and limitations of liability existing in favor of the foregoing
persons as provided in the governing documents of NationsBank, BankAmerica or
their respective subsidiaries.
Pursuant to the Merger Agreement, for six years after the consummation of
the Merger, the Registrant will also use its best efforts to cause the directors
and officers of BankAmerica and NationsBank to be covered by a directors' and
officers' liability insurance policy with respect to acts or omissions occurring
prior to the consummation of the Merger.
The foregoing is only a general summary of certain aspects of Delaware law
dealing with indemnification of directors and officers and does not purport to
be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which and the person for whose benefit indemnification shall or may be
made.
Item 8. Exhibits.
--------
Exhibit
Number Exhibit Description
- ------- -------------------
5.1 Opinion of Paul J. Polking, Esq. as to the legality of the
securities*
5.2 Internal Revenue Service Determination Letter*
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors, Ernst & Young LLP
23.3 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1)*
24 Power of Attorney and Certified Resolution
__________________
*Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-8 to which this is Post-Effective Amendment No. 1.
Item 9. Undertakings.
------------
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Charlotte, State of North Carolina, on this 7th day of October, 1998.
BANKAMERICA CORPORATION
(Registrant)
By: *
--------------------------------
Hugh L. McColl, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below on this 7th day of October, 1998 by the following persons in the
capacities indicated.
Signature Capacity
- --------- --------
* Chairman of the Board, Director and
- ----------------------------- Chief Executive Officer
Hugh L. McColl, Jr. (Principal Executive Officer)
* Vice Chairman and Chief Financial Officer
- ----------------------------- (Principal Financial Officer)
James H. Hance, Jr.
* Executive Vice President and Principal
- ----------------------------- Financial Executive
Marc D. Oken (Principal Accounting Officer)
DIRECTORS:
/s/ DAVID A. COULTER President and Director
- -----------------------------
David A. Coulter
* Director
- -----------------------------
Charles W. Coker
Director
- -----------------------------
Timm Crull
* Director
- -----------------------------
Alan T. Dickson
Director
- -----------------------------
Kathleen Feldstein
* Director
- -----------------------------
Paul Fulton
Director
- -----------------------------
Donald E. Guinn
<PAGE>
* Director
- -----------------------------
C. Ray Holman
* Director
- -----------------------------
W. W. Johnson
Director
- -----------------------------
Walter E. Massey
Director
- -----------------------------
Richard M. Rosenberg
* Director
- -----------------------------
O. Temple Sloan, Jr.
* Director
- -----------------------------
Meredith R. Spangler
Director
- -----------------------------
A. Michael Spence
* Director
- -----------------------------
Ronald Townsend
Director
- -----------------------------
Solomon D. Trujillo
* Director
- -----------------------------
Jackie M. Ward
Director
- -----------------------------
Virgil R. Williams
Director
- -----------------------------
Shirley Young
*By: /s/ JAMES W. KISER
--------------------------------------
James W. Kiser, Attorney-in-Fact
Dated: October 7, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
- ------- -------------------
5.1 Opinion of Paul J. Polking, Esq. as to the legality of the
securities*
5.2 Internal Revenue Service Determination Letter*
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors, Ernst & Young LLP
23.3 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1)*
24 Power of Attorney and Certified Resolution
__________________
*Previously filed as an exhibit to the Registrant's Registration Statement on
Form S-8 to which this is Post-Effective Amendment No. 1.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-65209) of
BankAmerica Corporation, a Delaware corporation and successor, by reincorpora-
tion and subsequent name change, to NationsBank Corporation, of our report dated
January 9, 1998, which appears on page 46 of the NationsBank Corporation Annual
Report on Form 10-K for the year ended December 31, 1997. We also consent to the
incorporation by reference of our report dated April 13, 1998, which appears on
page 75 of the NationsBank Corporation Current Report on Form 8-K filed
April 16, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
October 7, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (No. 333-65209) of BankAmerica
Corporation, a Delaware corporation and the surviving corporation in the merger
of a predecessor company of the same name (the former BankAmerica Corporation)
and NationsBank (DE) Corporation, to be dated October 7, 1998, of our report
dated January 20, 1998, with respect to the consolidated financial statements of
the former BankAmerica Corporation incorporated by reference in its Annual
Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Francisco, California
October 7, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of NationsBank
Corporation, and the several undersigned Officers and Directors thereof whose
signatures appear below, hereby makes, constitutes and appoints James W. Kiser
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) one or more Registration
Statements of NationsBank Corporation on Form S-8 relating to the issuance of up
to 5,000,000 shares of the Common Stock of NationsBank Corporation and related
plan participation interests pursuant to the BankAmerishare Plan 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 NationsBank 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 NationsBank
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 NationsBank 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, NationsBank 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.
NATIONSBANK CORPORATION
By: /s/ HUGH L. McCOLL
---------------------------
Hugh L. McColl, Jr.
Chief Executive Officer
Dated: September 23, 1998
<PAGE>
Signature Title Date
--------- ----- ----
/s/ HUGH L. MCCOLL, JR. Chief Executive Officer September 23, 1998
- ----------------------------- and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ JAMES H. HANCE, JR. Vice Chairman, Chief September 23, 1998
- ----------------------------- Financial Officer and Director
James H. Hance, Jr. (Principal Financial Officer)
/s/ MARC D. OKEN Executive Vice President September 23, 1998
- ----------------------------- and Principal Financial
Marc D. Oken Executive
(Principal Accounting Officer)
/s/ CHARLES E. RICE Chairman of the Board September 23, 1998
- ----------------------------- and Director
Charles E. Rice
Director September __, 1998
- -----------------------------
Ray C. Anderson
/s/ RITA BORNSTEIN Director September 23, 1998
- -----------------------------
Rita Bornstein
/s/ B.A. BRIDGEWATER, JR. Director September 23, 1998
- -----------------------------
B. A. Bridgewater, Jr.
/s/ THOMAS E. CAPPS Director September 23, 1998
- -----------------------------
Thomas E. Capps
/s/ ALVIN R. CARPENTER Director September 23, 1998
- -----------------------------
Alvin R. Carpenter
/s/ CHARLES W. COKER Director September 23, 1998
- -----------------------------
Charles W. Coker
/s/ THOMAS G. COUSINS Director September 23, 1998
- -----------------------------
Thomas G. Cousins
/s/ ANDREW B. CRAIG, III Director September 23, 1998
- -----------------------------
Andrew B. Craig, III
/s/ ALAN T. DICKSON Director September 23, 1998
- -----------------------------
Alan T. Dickson
/s/ PAUL FULTON Director September 23, 1998
- -----------------------------
Paul Fulton
/s/ C. RAY HOLMAN Director September 23, 1998
- -----------------------------
C. Ray Holman
<PAGE>
/s/ W.W. JOHNSON Director September 23, 1998
- -----------------------------
W. W. Johnson
/s/ KENNETH D. LEWIS President and Director September 23, 1998
- -----------------------------
Kenneth D. Lewis
/s/ RUSSELL W. MEYER, JR. Director September 23, 1998
- -----------------------------
Russell W. Meyer, Jr.
/s/ RICHARD B. PRIORY Director September 23, 1998
- -----------------------------
Richard B. Priory
/s/ JOHN C. SLANE Director September 23, 1998
- -----------------------------
John C. Slane
/s/ O. TEMPLE SLOAN, JR. Director September 23, 1998
- -----------------------------
O. Temple Sloan, Jr.
/s/ MEREDITH R. SPANGLER Director September 23, 1998
- -----------------------------
Meredith R. Spangler
/s/ ALBERT E. SUTER Director September 23, 1998
- -----------------------------
Albert E. Suter
/s/ RONALD TOWNSEND Director September 23, 1998
- -----------------------------
Ronald Townsend
/s/ JACKIE M. WARD Director September 23, 1998
- -----------------------------
Jackie M. Ward
/s/ JOHN A. WILLIAMS Director September 23, 1998
- -----------------------------
John A. Williams
Director September __, 1998
- -----------------------------
Virgil R. Williams
<PAGE>
CERTIFICATE OF SECRETARY
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware, do hereby certify that the following is a true and correct
copy of an excerpt from a resolution duly adopted by a majority of the entire
Board of Directors of said Corporation at a meeting of said Board of Directors
held on September 23, 1998, 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.
FURTHER RESOLVED, that James W. Kiser and Charles M.
Berger 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 BankAmerica 401(k) Investment 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 principal
executive officer, the principal financial officer, the principal
accounting officer and any other officer of the Corporation.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of said corporation this 30th day of September, 1998.
(SEAL)
/s/ ALLISON L. GILLIAM
----------------------
Allison L. Gilliam
Assistant Secretary
