<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BankAmerica Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BankAmerica Corporation
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
BANKAMERICA CORPORATION
Richard M. Rosenberg
Chairman and Chief Executive Officer
March 27, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
BankAmerica Corporation to be held at 2:00 p.m. (Central Daylight Savings Time)
on Thursday, May 25, 1995, at the Sheraton Chicago Hotel & Towers Cityfront
Center, 301 East North Water Street, Chicago, Illinois.
At this year's meeting, you are being asked to (i) elect directors, (ii)
ratify the appointment of independent auditors, (iii) approve two amendments to
the 1992 Management Stock Plan (Stock Plan), and (iv) act on three shareholder
proposals. The accompanying Notice of Meeting and Proxy Statement describes
these items. I urge you to read this information carefully.
Your Board of Directors unanimously believes that the first three items
referred to above are in the best interests of BankAmerica Corporation and its
shareholders, and accordingly recommends a vote FOR Item Nos. 1, 2 and 3 on the
enclosed proxy card. I call your attention, in particular, to Item No. 3. The
Stock Plan is an equity-oriented compensation plan that I believe benefits the
company and its shareholders. The amendments to the Stock Plan are consistent
with BankAmerica's efforts to provide performance-based compensation programs
that attract, motivate and retain key executives, and to administer such
programs in a way that benefits the long-term interests of BankAmerica and its
shareholders.
In addition to the formal business to be transacted, management will present
a report on BankAmerica's operations and plans and will respond to comments and
questions of general interest to shareholders.
I hope many BankAmerica shareholders, particularly those in the Chicago area,
will find it convenient to be present at the meeting, and I look forward to
greeting those able to attend.
It is important that your shares be represented and voted whether or not you
plan to be present. Therefore, please sign, date, and promptly mail the
enclosed proxy in the return envelope provided.
Thank you.
Sincerely,
RICHARD ROSENBERG
<PAGE>
BANKAMERICA CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
TO THE HOLDERS OF COMMON STOCK
OF BANKAMERICA CORPORATION:
The Annual Meeting of Shareholders of BankAmerica Corporation (BAC) will be
held at the Sheraton Chicago Hotel & Towers Cityfront Center, 301 East North
Water Street, Chicago, Illinois, 2:00 p.m. (Central Daylight Savings Time) on
Thursday, May 25, 1995, for the following purposes:
1. To elect 16 directors to serve until the 1996 Annual Meeting of
Shareholders or their earlier retirement, resignation or removal;
2. To ratify the appointment of Ernst & Young LLP as independent auditors;
3. To approve two amendments to the 1992 Management Stock Plan to increase
the number of shares of BAC common stock available for issuance under
the plan and to limit the number of options and stock appreciation
rights awardable to any plan participant;
4. To act on a shareholder proposal concerning director compensation;
5. To act on a shareholder proposal concerning reincorporation of BAC from
Delaware to California;
6. To act on a shareholder proposal concerning the Preferred Share Purchase
Rights Plan; and
7. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed March 27, 1995 as the record date for the
determination of the shareholders entitled to notice of and to vote at the
Annual Meeting. A list of shareholders will be available at the meeting and for
ten days prior to the meeting at Bank of America Illinois, Legal Department,
231 South LaSalle Street, 14th Floor, Chicago, Illinois. The Proxy Statement
and form of proxy for the Annual Meeting are first being mailed with and on the
date of this notice.
By order of the Board of Directors
CHERYL SOROKIN
Cheryl Sorokin
Executive Vice President and Secretary
March 27, 1995
____________________________________________________________________________
| |
| YOUR VOTE IS IMPORTANT! |
| |
| PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY |
| IN THE ENCLOSED RETURN ENVELOPE. |
|____________________________________________________________________________|
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Corporate Governance...................................................... 1
. Board of Directors and Board Committees.............................. 1
. Nominating Procedures for BAC's Board................................ 3
. Director Remuneration, Retirement Policy and Attendance.............. 3
Executive Compensation, Benefits and Related Matters...................... 5
. Report of the Executive Personnel and Compensation Committee......... 5
. Shareholder Return Performance Graph................................. 12
. Summary Compensation Table........................................... 13
. Option/SAR Grants in Last Fiscal Year................................ 14
. Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal
Year-End Options/SAR Values........................................ 15
. Long-Term Incentive Plans--Awards in Last Fiscal Year................ 15
. Pension Plans........................................................ 16
. Contracts with Executive Officers.................................... 17
. Banking and Other Transactions....................................... 17
. Compensation Committee Interlocks and Insider Participation.......... 17
Ownership of BAC Stock.................................................... 17
. Security Ownership of Certain Beneficial Owners...................... 17
. Compliance with Section 16(a) of the 1934 Act........................ 19
Matters to Be Considered at the Meeting................................... 20
. Board Proposals:
Item No. 1: Election of Directors.................................... 20
Item No. 2: Ratification of Appointment of Ernst & Young LLP as
Independent Auditors..................................... 25
Item No. 3: Approval of Two Amendments to the 1992 Management Stock
Plan to Increase the Number of Shares of BAC Common Stock
Available for Issuance Under the Plan and to Limit the
Number of Options and Stock Appreciation Rights
Awardable to Any Plan Participant........................ 26
. Shareholder Proposals:
Item No. 4: Shareholder Proposal Concerning Director Compensation.... 28
Item No. 5: Shareholder Proposal Concerning Reincorporating BAC from
Delaware to California................................... 29
Item No. 6: Shareholder Proposal Concerning the Preferred Share
Purchase Rights Plan..................................... 31
Proxies and Voting at the Meeting......................................... 33
Other Matters............................................................. 34
. Other Business for Meeting........................................... 34
. Proxy Solicitation................................................... 34
. Submission of Shareholder Proposals for 1996 Meeting................. 34
. Your Vote Is Important............................................... 34
</TABLE>
<PAGE>
________________
| |
| MAILING DATE: |
| MARCH 27, 1995 |
|________________|
CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND BOARD COMMITTEES
Board of Directors
The BAC board oversees the management of the business of BAC and its
subsidiaries and determines overall corporate policies; it is also responsible
for the declaration of dividends and appoints the chief executive officer and
other BAC officers. The board held 11 meetings in 1994, 10 of which were held
jointly with the board of Bank of America National Trust and Savings
Association (Bank), BAC's principal subsidiary. The board has adopted a set of
corporate governance principles which state the board's view on the role of the
board, board structure, committee meetings and other corporate governance
issues. Highlights of some of the major points from the principles can be found
on page 88 of the Annual Report to Shareholders. The complete text of the
principles is available from the Corporate Secretary at the following address:
BankAmerica Corporation
Corporate Secretary's Office #3018
Bank of America Center
555 California Street
San Francisco, CA 94104
Board Committees
The standing committees of the BAC Board of Directors are the Auditing and
Examining, Executive, Executive Personnel and Compensation, Nominating, Public
Policy and Trust Audit Committees. Membership as of the record date is listed
below. No BAC officer or former officer is a member of these committees except
for the Executive Committee, which has one director, R.M. Rosenberg, who is an
officer of BAC.
<TABLE>
<CAPTION>
Auditing and Executive Personnel
Examining(/1/) Executive and Compensation
<S> <C> <C>
K. Feldstein, Chair C.C. Maier, Chair P.M. Hawley, Chair
A.F. Brimmer J.F. Alibrandi J.F. Alibrandi
D.E. Guinn P.B. Bedford P.B. Bedford
F.L. Hope, Jr. T.F. Crull T.F. Crull
I.E. Lozano, Jr. P.M. Hawley A.M. Spence
W.E. Massey R.M. Rosenberg
<CAPTION>
Nominating Public Policy Trust Audit
<S> <C> <C>
J.F. Alibrandi, Chair R.A. Clarke, Chair D.E. Guinn, Chair
P.B. Bedford T.F. Crull A.F. Brimmer
R.A. Clarke C.C. Maier K. Feldstein
J.M. Richman F.L. Hope, Jr.
A.M. Spence I.E. Lozano, Jr.
W.E. Massey
</TABLE>
The functions of each standing committee and the number of meetings held by
each in 1994 follow.
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(1) G.E. Taylor, Jr., a former BAC officer, serves as a consultant to the
committee.
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Auditing and Examining Committee 10 meetings in 1994
. Reviews reports of regulatory examinations of BAC, management letters
and other reports concerning the adequacy of internal accounting
controls from the independent auditors and the internal auditors,
together with proposed responses by management (except for reports
relating to the fiduciary activities of BAC and its subsidiaries which
are under the responsibility of the Trust Audit Committee);
. Monitors the performance of the internal auditing and credit examination
functions;
. Reviews the adequacy of BAC's controls relating to regulatory and
financial accounting and reporting;
. Recommends to the board the firm to be employed by BAC as its
independent auditors, and monitors the firm's performance and
independence;
. Provides assistance to the board in meeting its fiduciary
responsibilities with respect to certain employee benefit plans of BAC;
. Reviews BAC's principal financial reports;
. Reviews significant new or proposed accounting policy or reporting
issues; and
. Meets with management and with the internal auditors and independent
auditors to oversee the quality and integrity of financial accounting
and reporting, and audit processes.
Executive Committee 6 meetings in 1994
. Between meetings of the board, exercises all powers and authority of the
board to manage BAC's business and affairs, except the appointment or
removal of the chairman of the board or the president, dividend
declarations, and certain other basic board duties specifically reserved
to the full board in the By-laws.
Executive Personnel and Compensation Committee 8 meetings in 1994
. Approves the compensation of BAC's executive officers, including salary
and perquisites;
. Administers BAC's short-term and long-term incentive plans and deferred
compensation programs established for executive officers of BAC and its
subsidiaries; and
. Advises on succession planning (including the selection of the chief
executive officer) and the selection, development and performance of
executive officers of BAC and its subsidiaries.
Nominating Committee 4 meetings in 1994
. Recommends candidates to fill vacancies on the board and a slate of
directors for election at the Annual Meeting; and
. Evaluates the size and composition of the board, and recommends to the
board criteria for selection of directors.
Public Policy Committee 4 meetings in 1994
. Identifies and monitors broad political, social and environmental trends
that could affect BAC's performance and the related interests of its
employees, shareholders and customers, and the general public;
. Advises the board and management on long-range plans and programs for
adjusting BAC's operations to those trends and issues;
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. Recommends to the board and management, as appropriate, action on
specific public policy issues; and
. Advises the board and management as to its evaluation of related
policies, practices and procedures.
Trust Audit Committee 6 meetings in 1994
. Reviews reports of examination of fiduciary activities at BAC
subsidiaries directed to the committee by the board or by regulatory
authorities;
. Monitors the internal fiduciary audit function and its findings for BAC
subsidiaries;
. Reviews reports of BAC's independent auditors with respect to fiduciary
activities of BAC subsidiaries; and
. Makes recommendations to the board regarding the fiduciary activities of
BAC subsidiaries, as a result of its fiduciary audit and examination
reviews.
Actions taken by committees are reported to the board, usually at the board's
next meeting.
NOMINATING PROCEDURES FOR BAC'S BOARD
Recommendations for new directors may be made to the Corporate Secretary.
Recommendations should include detailed biographical information and the
nominee's consent to serve. The Corporate Secretary will submit the
recommendation to the Nominating Committee. The Nominating Committee reviews
candidates to fill vacancies and recommends the slate for the next Annual
Meeting to the Board of Directors. A candidate should show evidence of
leadership in the candidate's field, have broad experience and the ability to
exercise sound business judgment, and be willing to attend board and committee
meetings. In selecting directors the board generally seeks a combination of
active or former chief executive officers of major complex businesses, leading
academics and entrepreneurs, including women and ethnic minority individuals.
Under BAC's By-laws, a shareholder of the company entitled to vote for the
election of directors must give BAC's Corporate Secretary 30 to 60 days' prior
notice if the shareholder wishes to nominate any person for election as a BAC
director at the Annual Meeting. To be considered at BAC's 1995 meeting, the
earliest date for receipt of notice was March 24, 1995 and the last day for
receipt of notice is April 25, 1995. The address for mailing is listed on page
1. The notice must give the following information: with respect to each person
the shareholder wishes to nominate, all information relating to the person
required to be disclosed in solicitations of proxies for election pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(Securities Exchange Act); the name and address of the shareholder making the
nomination, as they appear in BAC's stock records; and the class and number of
shares of BAC stock the shareholder owns. Nominations for director may be made
by shareholders at the Annual Meeting only after compliance with the procedure
described above.
DIRECTOR REMUNERATION, RETIREMENT POLICY AND ATTENDANCE
Director Remuneration
Directors who are officers of BAC receive no retainers or meeting fees. Non-
officer BAC and Bank directors, including honorary and advisory directors,
receive a $30,000 annual combined retainer for service on the BAC and Bank
boards. Under the Deferred Compensation Plan for Directors at least 25% of each
non-officer director's retainer must be deferred in an account which is
maintained in the form of restricted stock equivalent units. In addition to the
mandatory deferral, the plan permits directors to defer all or a portion of the
balance of their compensation in the form of restricted stock equivalent units
or in an interest-bearing cash account. Under the restricted stock equivalent
units option, amounts deferred are converted into
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<PAGE>
restricted stock equivalent units on the basis of the fair market value of BAC
common stock at the time the payment is deferred. The value of these units
fluctuates with changes in the market price of BAC common stock, thereby tying
this portion of directors' compensation to changes in BAC's stock price. The
plan provides for dividend equivalent credits to be added to the restricted
stock equivalent units account as dividends are paid on BAC common stock.
Deferred amounts are paid in cash following termination of service as a
director or, at the director's option, upon retirement from the director's
principal occupation if later than termination of board service. Also, in early
1995 the board adopted a BAC stock ownership guideline for outside directors of
three times the annual retainer, to be achieved within five years of joining
the board (for existing directors, five years from the date of adoption). The
guideline may be met with either or both BAC common shares or restricted stock
equivalent units under the Deferred Compensation Plan for Directors.
In addition to retainer payments, non-officer directors also receive $1,200 for
each day they attend a BAC or Bank board meeting, or for each day they attend a
joint meeting of the BAC and Bank boards. Committee members receive $1,200 for
each committee meeting or joint committee meeting attended. Members of the BAC
and Bank Auditing and Examining Committees receive an additional $7,500 annual
combined retainer and the chair of these committees receives an additional
$15,000 annual combined retainer. The chair of each of the other standing
committees receives an additional $3,000 annual combined retainer. All
directors are reimbursed for expenses of attending meetings. Non-officer
directors may also be paid the equivalent of a board meeting fee for attendance
at certain qualifying business events as determined by the Chairman of the
Board.
Director Retirement Policy
The Board of Directors has a mandatory retirement policy which provides that
directors will not stand for election after reaching age 70. An officer may not
serve as a director after retirement from officer status, except that the chief
executive officer may continue to stand for election as a director after
retirement until reaching the board's mandatory retirement age for non-officer
directors. The BAC Retirement Plan for Non-officer Directors provides that non-
officer directors who reach the board's mandatory retirement age with at least
five years of service on the board, and other non-officer directors who have at
least 10 years of service, are entitled to receive an annual retirement
benefit, for the lesser of 10 years or the number of years the director served
on the board, equal to the annual board retainer in effect from time to time.
As of August 1, 1994, retirement benefits paid to retiring directors are fixed
at retainer amounts in effect at the time of the director's retirement. The
annual retirement benefit is paid in four quarterly installments.
Director Attendance
During 1994, all BAC directors attended at least 75% of the meetings held
during the period of their service on the BAC board and board committees of
which they were members. In addition to attendance at board and committee
meetings, directors discharge their responsibilities throughout the year by
personal meetings and telephone contact with BAC executive officers and others
regarding the business and affairs of BAC and its subsidiaries.
4
<PAGE>
EXECUTIVE COMPENSATION, BENEFITS AND RELATED MATTERS
REPORT OF THE EXECUTIVE PERSONNEL AND COMPENSATION COMMITTEE
Responsibilities and Composition of the Committee
The Executive Personnel and Compensation Committee (Committee) is responsible
for (i) establishing compensation programs for executive officers of BAC and
its subsidiaries designed to attract, motivate and retain key executives
responsible for the success of the corporation as a whole, (ii) administering
and maintaining such programs in a manner that will benefit the long-term
interests of BAC and its shareholders, and (iii) determining the compensation
of BAC's executive officers. The Committee also advises on succession planning
(including the selection of the chief executive officer) and the selection,
development and performance of executive officers of BAC and its subsidiaries.
The Committee serves pursuant to a charter adopted by the Board of Directors.
The Committee is composed entirely of directors who have never served as
officers of BAC.
Compensation Philosophy and Objectives
The Committee believes that BAC's executive officer compensation should be
determined according to a competitive framework and based on overall financial
results, individual contributions, teamwork and business unit results that
help build value for BAC's shareholders. Within this overall philosophy, the
Committee's specific objectives are to:
. Offer a total compensation program that takes into account the
compensation practices and financial performance of the Peer Group (as
defined below under "Compensation Components and Process").
. Provide annual variable compensation awards that (i) take into account
BAC's overall performance relative to corporate objectives and Peer
Group performance and (ii) are based on individual contributions,
teamwork and business unit results that help create value for BAC's
shareholders.
. Align the financial interests of executive officers with those of
shareholders by providing significant equity-based long-term incentives.
. Provide very limited use of special benefits and perquisites to assist
BAC executives in fulfilling their responsibilities.
. Emphasize performance-based and equity-based compensation as executive
officer level increases. In particular, as officer level increases, the
Committee (i) focuses more on overall BAC performance, teamwork,
individual contributions and business unit results and less on Peer
Group marketplace compensation comparisons, (ii) emphasizes variable,
performance-based compensation versus fixed compensation, and (iii)
provides a significantly greater proportion of total compensation which
is equity-based. As a result, executive officers have a greater
proportion of total compensation at risk, meaning that payment will vary
depending upon overall BAC performance, teamwork and individual and
business unit contributions.
Compensation Components and Process
There are three major components of BAC's executive officer compensation: (i)
base salary, (ii) annual incentive awards and (iii) long-term incentive
awards.
The process utilized by the Committee in determining executive officer
compensation levels for all of these components is based upon the Committee's
subjective judgment and takes into account both qualitative and quantitative
factors. No weights are assigned to such factors with respect to any
compensation component. Among the factors considered by the Committee are the
recommendations of the chief executive officer with respect to the
compensation of BAC's other key executive officers. However, the Committee
makes the final compensation decisions concerning such officers.
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<PAGE>
In making compensation decisions, the Committee considers compensation
practices and financial performance of the Peer Group (as defined below). This
information provides guidance to the Committee, but the Committee does not
target total executive compensation or any component thereof to any particular
point within, or outside, the range of Peer Group results. However, the
Committee believes that compensation at or near the 50th percentile of the Peer
Group for base salaries and at or near the 75th percentile for total cash
compensation and long-term incentive awards is generally appropriate for the
Committee to use as a framework for compensation decisions. The specified
percentiles are considered on both an absolute basis and a size-adjusted basis
(i.e., reflecting compensation levels that are commensurate with BAC's size
relative to the sizes of the Peer Group companies). Specific compensation for
individual officers will vary from these levels as the result of subjective
factors considered by the Committee unrelated to compensation practices of the
Peer Group. (See "Compensation Philosophy and Objectives" above.)
The Peer Group is comprised of companies that are among the 15 largest United
States bank holding companies by asset size, including BAC (Peer Group). The
Committee selects various groupings of these 15 companies as it deems
appropriate for different compensation and financial performance comparisons.
All 15 of these companies are included in the performance peer group (i.e., the
companies covered by the Standard & Poor's (S&P) Bank Composite Index) used for
the shareholder return performance graph set forth below.
In making compensation decisions, the Committee also from time to time receives
assessments and advice regarding the compensation practices of BAC and others
from independent compensation consultants.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits the tax deductibility by a
company of compensation in excess of $1 million paid to any of its five most
highly compensated executive officers. However, performance-based compensation
that has been approved by shareholders is excluded from the $1 million limit
if, among other requirements, the compensation is payable only upon attainment
of pre-established, objective performance goals and the board committee that
establishes such goals consists only of "outside directors" (as defined for
purposes of Section 162(m)). All of the members of the Committee qualify as
"outside directors."
At the 1994 Annual Meeting, the shareholders approved amendments to the Senior
Management Incentive Plan ("SMIP") that should allow the compensation paid
under the SMIP to continue to be deductible. In addition, at the 1995 Annual
Meeting, an amendment to the 1992 Management Stock Plan (MSP) limiting the
number of shares of stock underlying options and stock appreciation rights
(SARs) awardable during the 10-year term of the MSP to any plan participant
will be submitted to the shareholders for approval. The amendment is necessary
pursuant to the requirements of Section 162(m) in order for BAC to be able to
continue deducting the full amount of compensation resulting from grants under
the MSP.
While the tax impact of any compensation arrangement is one factor to be
considered, such impact is evaluated in light of the Committee's overall
compensation philosophy. The Committee intends to establish executive officer
compensation programs which will maximize BAC's deduction if the Committee
determines that such actions are consistent with its philosophy and in the best
interests of BAC and its shareholders. However, from time to time the Committee
may award compensation which is not fully deductible if the Committee
determines that such award is consistent with its philosophy and in the best
interests of BAC and its shareholders.
Changes in Compensation Amounts
Based on the Committee's (i) overall philosophy to pay executive officers
according to a competitive framework and (ii) practice of paying executive
officers according to the scope of their duties and responsibilities, in 1994
the Committee deemed it necessary to make changes in the amounts of all major
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<PAGE>
components of executive compensation. In making its determination, the
Committee took into account the following:
. BAC's executive compensation had fallen well below compensation levels
deemed appropriate by the Committee when compared to Peer Group
compensation levels.
. The scope of BAC's executive officer management responsibilities, both
within the corporation and in relation to responsibilities of executive
officers of nearly all the Peer Group companies, had increased. BAC's
size and absolute earnings had increased significantly in recent years
as the result of the mergers of Security Pacific Corporation and
Continental Bank Corporation into BAC and other acquisitions. The
Committee believed that the increased management responsibilities
resulting from this significant growth, and from the related increased
diversification of BAC's lines of business, products and geographic
base, warranted increased executive compensation.
The Committee's determination was supported by findings of an independent
compensation consulting firm retained by BAC in 1994. The competitive review
performed by that firm indicated that the compensation for the executive
officers named in the Summary Compensation Table was significantly less than
compensation levels deemed appropriate by the Committee when compared to Peer
Group compensation levels both on a size-adjusted and an absolute basis. (See
"Compensation Components and Process" above.)
Base Salary
Base salaries for executive officers are established at levels considered
appropriate in light of the scope of the duties and responsibilities of each
officer's position and taking into account Peer Group compensation practices.
Annual Incentive Awards
Executive officers receive annual incentive awards under the SMIP. These awards
are made all in cash under the SMIP or in a combination of cash and restricted
stock under both the SMIP and MSP.
At the 1994 Annual Meeting, the shareholders approved a formula for calculating
the maximum amount of annual incentive awards payable to certain executive
officers under the SMIP, starting with awards granted for performance in 1994.
The formula establishes a fixed percentage of adjusted income before tax
expense (pre-tax income) as the maximum aggregate amount available to be paid
to executive officers named in the Summary Compensation Table and certain other
executive officers as annual incentive awards under the SMIP. The formula also
sets the maximum percentage payable to any one executive officer at 0.20% of
pre-tax income. Under the formula, pre-tax income will be adjusted to exclude
the effects of extraordinary items and the cumulative effect of certain
accounting changes.
This fixed percentage will decrease to the extent BAC's return on average
stockholders' equity in any given year falls below a set target level. The
Committee does not have the authority to increase the percentage of pre-tax
income available for aggregate or individual SMIP awards or to adjust the
return on average stockholders' equity target level. The Committee does,
however, have discretion to grant SMIP awards which are less than the amounts
called for by the formula on an aggregate or individual basis, based on
quantitative and qualitative factors which the Committee determines are
appropriate. The Committee exercised this discretion for the 1994 awards.
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Long-Term Incentive Awards
MSP Description, Process and Practice
The MSP authorizes the Committee to make grants and awards of stock options,
stock appreciation rights, restricted stock, restricted stock equivalent units
and other stock-based awards. Stock option awards under the MSP cannot be
issued with an exercise price below the market price of BAC common stock at the
time of the award and the exercise price cannot be changed after the award is
issued, except to accommodate any stock splits or conversions which would
affect all shareholders. Stock-based awards are generally granted to executive
officers on an annual basis. It has been the practice of the Committee to grant
stock options to both executive officers and other members of senior
management. The aggregate number of shares that may be granted to all plan
participants in any one year is presently limited by the MSP to 1% of the
number of BAC common shares outstanding as of the end of the previous year,
plus any shares available for issuance but remaining unissued from the previous
year. The Committee has recommended, and the Board of Directors has adopted, an
amendment to the MSP to increase the limit from 1% to 1.5%. In addition, as
discussed above under "Policy on Deductibility of Compensation," the Committee
has recommended, and the board has adopted, an amendment establishing a limit
on options and SARs. Shareholder approval of both amendments is required. The
amendments are further described in Item No. 3 beginning on page 26.
In determining the size of each executive officer's stock option award made in
August, 1994, the Committee considered the results of the competitive review
discussed above under "Changes in Compensation Amounts," as they pertained to
long-term incentive compensation and total compensation, and considered the
Committee's objective of attaining long-term incentive compensation levels
deemed appropriate by the Committee when compared to Peer Group compensation
levels on a size-adjusted and an absolute basis. The Committee also considered
past stock option awards. The Committee also took into account the plan to
issue later in 1994 performance share units under a then contemplated
performance share program. The final structure of the performance share program
is discussed immediately below under "Performance Share Program." In addition,
the Committee took into account the chief executive officer's award
recommendations for the other key executive officers.
Performance Share Program
(a) Description
The Committee approved a performance share program in 1994 for nine
executive officers. Under the performance share program, which was adopted
pursuant to the MSP, these executive officers received a grant on November
7, 1994 of an aggregate of 695,000 performance share units, each of which
consists of 0.6 of a share of BAC restricted common stock and a cash
component equal to 0.4 of the value of a share of BAC common stock on the
date the unit vests. These specific performance share unit awards are
deductible pursuant to the transition rules adopted under Section 162(m) of
the Internal Revenue Code. For any future such awards to be deductible,
shareholder approval of the performance share program will likely be
required.
In determining the size of the performance share unit awards, the Committee
considered the results of the competitive review discussed above under
"Changes in Compensation Amounts," as they pertained to long-term incentive
compensation and total compensation, and considered the Committee's
objective of attaining long-term incentive compensation levels deemed
appropriate by the Committee when compared to Peer Group compensation
levels on a size-adjusted and an absolute basis. The Committee also took
into account the newly adopted stock ownership guidelines discussed below
under "Stock Ownership Guidelines." The Committee also took into account
the chief executive officer's award recommendations for the other eight
executive officers. In addition, the Committee considered the stock options
awarded to executive officers in August, 1994. Based on the foregoing
considerations, the Committee determined that the economic value of the
performance share units should be essentially equal to the economic value
of the August, 1994 stock option awards.
8
<PAGE>
The actual number of performance share units that will ultimately vest will
be based on BAC's common stock price performance over a maximum three-year
period. One-third of the units will vest upon reaching each of the three
respective target stock prices for 10 trading days in a period of 20
consecutive trading days. The target stock prices for the vesting of the
three installments are $49.29, $56.69 and $65.19, respectively. Because
one-third of the units would vest upon reaching each of the three
respective target stock prices, all or part of the units could vest in less
than three years from the date that the units were awarded. Relative to the
stock price on the award date, each of the successive stock price targets
represents a compound return of 15% to the shareholders. If the target
stock prices are not reached, but BAC attains a ranking of 1 or 2 among the
14 largest Peer Group companies (including BAC) with respect to total
shareholder return at the end of the three-year performance period, then
the units will nevertheless vest unless the Committee determines in its
sole discretion that all or part of the units shall not vest.
If none of the performance targets is attained, or if the total shareholder
return target is attained, but the Committee determines that all or part of
the performance share units shall not vest, the units must be returned to
BAC at the end of the three-year performance period. Prior to the vesting
or return of the units, the executive officers receive dividends and have
voting rights with respect to the restricted stock component of the units.
(b) Objectives
The objectives of the performance share program are as follows:
. To promote the creation of shareholder value by conditioning the vesting
of performance share units upon actual increases in BAC's common stock
price or superior relative total shareholder return;
. To attain more appropriate levels of long-term incentive awards;
. To promote teamwork and a common focus among executives by making the
vesting of performance share units dependent upon the effect of overall
BAC performance on BAC's stock price, or total shareholder return,
rather than upon individual and business unit contributions; and
. To facilitate increased stock ownership by executive officers by
including a cash component in each performance share unit that may be
used to pay income taxes when the units vest, thereby enabling the
executive officers to retain substantially all the stock underlying the
units.
Stock Ownership Guidelines
The Committee established stock ownership guidelines in 1994 for executive
officers and certain other senior management officers as a way to help better
align the financial interests of these officers with those of shareholders.
These officers are expected to make continuing progress towards compliance with
the guidelines during the three-year period that began on November 7, 1994 and
to fully comply with the guidelines by November 7, 1997. The guidelines are as
follows:
. Chief executive officer: 5 times base salary.
. Eight other executive officers, including those other officers named in
the Summary Compensation Table: 3 times base salary.
. Certain other senior management officers (approximately 40 officers): 1
times base salary.
9
<PAGE>
Chief Executive Officer Compensation
In evaluating the compensation of Richard M. Rosenberg, Chairman of the Board
and Chief Executive Officer of BAC, for services rendered in 1994, the
Committee examined both quantitative and qualitative factors.
In looking at quantitative factors, the Committee reviewed BAC's 1994 financial
results and compared them with those of the Peer Group and with BAC's financial
results for 1993. The Committee reviewed BAC's net earnings of $2.176 billion
for 1994, an increase of 11% from 1993; BAC's objective of increasing earnings
per share in 1994 (which was a principal corporate objective) and the
attainment of a 12% increase in earnings per share from 1993; BAC's 1994 return
on average common shareholder equity, total shareholder return, and return on
average total assets, all of which increased; BAC's improvement in credit
quality in 1994; and other quantitative factors. In addition, the Committee
took into account the difficult economic environment in California, BAC's
principal market. The Committee did not apply any specific quantitative formula
which would assign weights to these performance measures or establish numerical
targets for any given factor.
In addition to the above quantitative accomplishments, the Committee considered
the following accomplishments that are qualitative in nature. The Committee
recognized Mr. Rosenberg's leadership in positioning BAC strategically for
future significant developments in the banking industry, such as expanded
securities underwriting and distribution powers pursuant to Section 20 of the
Glass-Steagall Act, interstate banking and alternative retail banking delivery
systems, and in otherwise developing long-term strategies for BAC. The
Committee also recognized Mr. Rosenberg's efforts in successfully directing and
carrying out the merger with Continental Bank Corporation and the acquisition
of several mortgage businesses outside California; and in successfully
directing the completion of the integration of Security Pacific Corporation
operations into BAC and achieving the related expense reduction targets. The
Committee also acknowledged Mr. Rosenberg's leadership in community
reinvestment and economic development activities as evidenced by the fact that
all BAC subsidiary bank units received "satisfactory" or better Community
Reinvestment Act (CRA) ratings, with four units having received "outstanding"
CRA ratings, including BAC's principal subsidiary, Bank of America National
Trust and Savings Association. In addition, the Committee recognized Mr.
Rosenberg's leadership in causing BAC to play a significant role in developing
new federal legislation in areas of importance to BAC, including interstate
banking and bankruptcy reform, and in developing a cohesive and effective
management team.
Based on the foregoing, the competitive review discussed above under "Changes
in Compensation Amounts," and the factors considered in determining the sizes
of the stock option and performance share unit awards discussed above under
"Long-Term Incentive Awards," the Committee made the following determinations
with respect to Mr. Rosenberg's compensation for 1994. In 1994, Mr. Rosenberg's
base salary was increased from $700,000 to $800,000. In addition, in January,
1995, the Committee approved a cash incentive award for 1994 of $2,400,000. The
1994 annual incentive award constituted approximately 76% of Mr. Rosenberg's
total salary and annual incentive compensation. In 1994, the Committee also
authorized a grant to Mr. Rosenberg of a long-term incentive award in the form
of options to acquire 150,000 shares of BAC common stock under the MSP. Unlike
normal MSP awards, in which vesting is accelerated upon an officer's
retirement, Mr. Rosenberg's 1994 MSP award does not permit the acceleration of
vesting in the event of his retirement. Mr. Rosenberg also received 200,000 of
the 695,000 performance share units awarded to executive officers in 1994 (see
"Long-Term Incentive Awards -- Performance Share Program-- Description" above).
The Committee's decisions relating to Mr. Rosenberg's compensation were
ratified by the full board.
10
<PAGE>
The Committee also approved the compensation of BAC's other executive officers
for 1994, following the principles and procedures outlined in this report.(/1/)
EXECUTIVE PERSONNEL
AND COMPENSATION COMMITTEE
P. M. Hawley, Chair
J. F. Alibrandi
P. B. Bedford
T. F. Crull
A. M. Spence
--------
(1) Pursuant to Item 402(a)(9) of Regulation S-K promulgated by the Securities
and Exchange Commission (SEC), neither the "Report of the Executive
Personnel and Compensation Committee" nor the material under the caption
"Shareholder Return Performance Graph" shall be deemed to be filed with the
SEC for purposes of the Securities Exchange Act, nor shall such report or
such material be deemed to be incorporated by reference in any past or
future filing by BAC under the Securities Exchange Act or the Securities
Act of 1933, as amended.
11
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on BAC common stock against the cumulative
return on the S&P 500 Stock Index as well as the S&P Bank Composite Index for
the five-year period from December 31, 1989 through December 31, 1994. The
graph assumes that $100 was invested on December 31, 1989 in BAC common stock
and the indices, and that all dividends were reinvested quarterly.
<TABLE>
[GRAPH APPEARS HERE]
TOTAL SHAREHOLDER RETURN
<CAPTION>
Measurement Period S&P Bank
(Fiscal Year Covered) S&P 500 Composite BAC
------------------- ------- --------- ----
<S> <C> <C> <C>
Measurement Pt-
12/31/89 $100.00 $100.00 $100.00
FYE 12/31/90 $ 96.89 $ 74.10 $103.00
FYE 12/31/91 $126.28 $113.20 $143.98
FYE 12/31/92 $135.88 $154.19 $192.13
FYE 12/31/93 $149.52 $170.84 $197.47
FYE 12/31/94 $151.55 $161.04 $174.70
</TABLE>
12
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-
ANNUAL COMPENSATION TERM COMPENSATION AWARDS
----------------------- ----------------------------
SECURITIES
UNDERLYING
OPTIONS/ ALL OTHER
NAME AND SALARY BONUS RESTRICTED STOCK SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) AWARD(S) ($)(/2/) (#) ($)(/3/)
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R.M. ROSENBERG 1994 $741,667 $2,400,000 $ (/2/) 150,000 $438,018
Chairman and Chief 1993 700,000 1,500,000 -0- 150,000 422,030
Executive Officer 1992 697,917 1,312,512(/1/) 437,488(/1/) 100,000 65,917
---------------------------------------------------------------------------------------------------
L.W. COLEMAN 1994 537,500 1,212,500 (/2/) 85,000 55,900
Vice Chairman of the Board 1993 491,667 860,000 -0- 70,000 49,673
and Chief Financial 1992 450,000 750,007(/1/) 249,993(/1/) 65,000 41,669
Officer
---------------------------------------------------------------------------------------------------
D.A. COULTER 1994 341,667 750,000 (/2/) 45,000 36,333
Vice Chairman 1993 300,000 385,000 -0- 30,000 36,210
1992 282,500 425,000 -0- 20,000 28,061
---------------------------------------------------------------------------------------------------
M.E. ROSSI 1994 340,000 700,000 (/2/) 45,000 34,600
Vice Chairman 1993 293,750 525,000 -0- 45,000 4,500
1992 275,000 393,764(/1/) 131,236(/1/) 40,000 -0-
---------------------------------------------------------------------------------------------------
T.E. PETERSON 1994 425,000 600,000 (/2/) 50,000 36,000
Vice Chairman 1993 395,833 475,000 -0- 40,000 32,558
1992 350,000 412,525(/1/) 137,475(/1/) 40,000 28,016
---------------------------------------------------------------------------------------------------
M.A. STEIN 1994 322,500 700,000 (/2/) 40,000 32,900
Vice Chairman 1993 287,500 500,000 -0- 40,000 27,579
1992 274,375 394,231(/1/) 131,394(/1/) 35,000 23,215
</TABLE>
(1) In addition to the cash amounts reflected under the "Bonus" column for
1992, the following named executive officers received a portion of their
annual incentive awards for services in 1992 in the form of shares of
restricted stock under the MSP, which vested in February, 1994 upon
completion of one year continuous employment following the February, 1993
award date. The dollar value of the restricted stock portion of the 1992
annual incentive awards was as follows, based on the number of shares of
restricted stock multiplied by the stock price of $52.875 per share on the
award date: R.M. Rosenberg--8,274 shares ($437,488); L.W. Coleman--4,728
shares ($249,993); M.E. Rossi--2,482 shares ($131,236); T.E. Peterson--
2,600 shares ($137,475); and M.A. Stein--2,485 shares ($131,394).
(2) In 1994, as part of long-term incentive compensation, the named executive
officers were granted performance share units, each consisting of a
combination of restricted stock and a cash-paid stock unit. See the
discussion of the performance share program under "Long-Term Incentive
Awards--Performance Share Program--Description" in the "Report of the
Executive Personnel and Compensation Committee." The number of shares of
restricted stock granted to each named executive officer under the
performance share program is listed in the table captioned "Long-Term
Incentive Plans--Awards in Last Fiscal Year" on page 15. On December 31,
1994, the dollar value of the shares held as (1) restricted stock granted
in 1994 under the performance share program and (2) restricted stock
previously granted but not vested was as follows, based on the number of
shares of restricted stock multiplied by $39.50, the closing price of BAC
common stock on December 31, 1994: R.M. Rosenberg--160,000 shares
($6,320,000); L.W. Coleman--76,000 shares ($3,002,000); D.A. Coulter--
37,500 shares ($1,481,250); M.E. Rossi--38,000 shares ($1,501,000); T.E.
Peterson--38,000 shares ($1,501,000); and M.A. Stein--37,000 shares
($1,461,500). Performance share units do not vest unless (i) certain stock
performance criteria are met or (ii) certain total shareholder return
criteria are met and the Committee does not make a determination, in its
sole discretion, that such units shall not vest. Thus, it is possible that
none of the performance share units will vest. See the discussion under
the table captioned "Long-Term Incentive Plans--Awards in Last Fiscal
Year" on page 15. However, because one-third of the performance share
units would vest upon reaching each of the three specified target stock
prices, all or part of the restricted stock underlying the units could
vest in less than three years from the date that the units were awarded.
Dividends are paid on all shares of restricted stock.
(3) The amounts shown consist of employer contributions to the BankAmerishare
Plan, an employee savings plan, and supplemental retirement plans, and, in
the case of Mr. Rosenberg, the second and final payment under his 1987
employment agreement. For 1994, employer contributions to the
BankAmerishare Plan and the supplemental retirement plans, respectively,
for the named executive officers were: R.M. Rosenberg-- $6,000 and
$83,667; L.W. Coleman--$6,000 and $49,900; D.A. Coulter--$7,500 and
$28,833; M.E. Rossi-- $6,000 and $28,600; T.E. Peterson--$6,000 and
$30,000; and M.A. Stein--$6,000 and $26,900. The payment to Mr. Rosenberg
under his 1987 employment agreement was $348,351. (See "Contracts with
Executive Officers" below.) This amount was equal to the fair market value
(average of high and low sale prices per share) on December 31, 1993 of
6,667 shares of BAC common stock plus dividends in an amount equal to the
accumulated dividends that would have been paid on such shares since
January 1, 1989.
13
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS GRANT DATE
UNDERLYING GRANTED TO EXERCISE OR PRESENT
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION VALUE
NAME GRANTED (#)(/1/) FISCAL YEAR ($/SH) DATE ($)(/3/)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R.M. Rosenberg 150,000 3.84% $47.812 (/2/) $1,693,500
--------------------------------------------------------------------------------------
L.W. Coleman 85,000 2.18% 47.812 08/01/2004 959,650
--------------------------------------------------------------------------------------
D.A. Coulter 45,000 1.15% 47.812 08/01/2004 508,050
--------------------------------------------------------------------------------------
M.E. Rossi 45,000 1.15% 47.812 08/01/2004 508,050
--------------------------------------------------------------------------------------
T.E. Peterson 50,000 1.28% 47.812 08/01/2004 564,500
--------------------------------------------------------------------------------------
M.A. Stein 40,000 1.02% 47.812 08/01/2004 451,600
</TABLE>
(1) The options were granted on August 1, 1994 and, except for Mr. Rosenberg's
options, one-third of the options granted become exercisable on each of
the first, second and third anniversaries of the date of grant. One-third
of Mr. Rosenberg's options are exercisable on the first anniversary of the
date of grant and the remaining two-thirds become exercisable on January
1, 1998.
(2) The first one-third of Mr. Rosenberg's options that become exercisable on
the first anniversary of the date of grant expire on the earlier of August
1, 2004 or the third anniversary of his retirement date. The remaining
two-thirds expire on January 1, 2001.
(3) The estimated "grant date present values" of options granted in 1994 are
based on a variation of the Black-Scholes option pricing model, a model
that reflects certain arbitrary assumptions regarding variable factors
such as interest rates, stock price volatility and dividend yield. Stock
options have value only as a result of appreciation in the price of BAC
common stock, which benefits all shareholders. If, at the time of
exercise, the price of BAC stock is the same as or lower than the option
exercise price, there will be no gain to the option holder. For the
purposes of establishing the "grant date present values" specified above,
the model assumed: a return volatility of 33.5%, which reflects the
monthly stock volatility for BAC and the Peer Group for the five years
prior to the grant date, and a dividend yield of 3.5%, which reflects
historical yields for BAC and the Peer Group. The expected option term
calculation was based on the historical distribution of options exercised
and cancelled for the seven option grants from 1982 through 1986. Options
values were computed for each term, using the zero coupon U.S. Treasury
bond interest rate for that term, and a weighted options value was
computed based on the historical proportion of options exercised and
cancelled for each term. A cancellation factor of 10.5% was then applied
which adjusts for the proportion of options cancelled prior to being fully
vested based on the previous options grant experience from 1982 to 1986.
There are many methods of attributing hypothetical value to options. An
alternative to the Black-Scholes model is to assume a fixed annual rate of
stock price appreciation over the term of the option. Using this
alternative and assuming that BAC's common stock price appreciated at 5%
per year, compounded annually over the 10-year term of the options, the
aggregate gain accruing to the named executive officers would be
approximately $12.5 million. Assuming the same rate of appreciation, the
gain to all shareholders would be approximately $11.2 billion (based on
371,182,004 shares outstanding at December 31, 1994). If the stock price
appreciated at a 10% annual rate, total gain for the named executive
officers would be approximately $31.6 million, compared with a gain of
over $28.3 billion for all shareholders. Thus, in each example, 99.9% of
the hypothetical gain would be realized by other shareholders and 0.1%
would accrue to the named executive officers. Neither the "grant date
present values" shown in the table nor the price appreciation figures in
this footnote should be considered predictions of future BAC stock prices.
14
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF NUMBER OF UNEXERCISED VALUE OF
SECURITIES SECURITIES IN-THE- UNEXERCISED
UNDERLYING UNDERLYING MONEY(/2/) IN-THE-
UNEXERCISED UNEXERCISED OPTIONS/SARS MONEY(/2/)
OPTIONS/SARS OPTIONS/SARS AT FISCAL OPTIONS/SARS
SHARES AT FISCAL AT FISCAL YEAR- AT FISCAL
ACQUIRED ON VALUE YEAR-END(#)(/1/) YEAR-END(#)(/1/) END($)(/1/) YEAR-END($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R.M. Rosenberg -0- $-0- 423,698 283,333 $5,688,737 $-0-
--------------------------------------------------------------------------------------------------------
L.W. Coleman -0- -0- 198,845 153,332 1,988,994 -0-
--------------------------------------------------------------------------------------------------------
D.A. Coulter -0- -0- 78,790 71,666 994,226 -0-
--------------------------------------------------------------------------------------------------------
M.E. Rossi -0- -0- 78,890 88,333 426,335 -0-
--------------------------------------------------------------------------------------------------------
T.E. Peterson -0- -0- 54,881 89,999 129,836 -0-
--------------------------------------------------------------------------------------------------------
M.A. Stein -0- -0- 81,954 78,332 500,387 -0-
</TABLE>
(1) Includes the value of dividend equivalent credits.
(2) In-the-money options are options for which the option exercise price (the
fair market value on the date of grant) was lower than the market price of
BAC common stock on December 31, 1994. The values in the next-to-last
column have not been, and may never be, received by the officers. Actual
gains, if any, on option exercises will depend on the value of BAC common
stock on the exercise dates. Accordingly, there can be no assurance that
the values shown in the next-to-last column will be realized.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE OR OTHER
NUMBER OF PERIOD TO MATURATION ESTIMATED FUTURE PAYOUTS UNDER
SHARES, UNITS OR OTHER RIGHTS (#)(/1/) OR PAYOUT(/2/) NON-STOCK PRICE-BASED PLANS (/1/)(/3/)
-----------------------------------------------------------------------------------------------------------
COMPONENTS OF
PERFORMANCE
SHARE
UNITS (/1/)
------------------------------------------
PERFORMANCE SHARES OF CASH-
SHARE UNITS RESTRICTED PAID STOCK THRESHOLD TARGET MAXIMUM
NAME (#)(/1/) STOCK (#)(/1/) UNITS (#)(/1/) (#)(/3/) (#)(/3/) (#)(/3/)
---------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <S> <C> <C> <C>
R.M. Rosenberg 200,000 120,000 80,000 11/07/94 to 11/07/97 0 0 to 200,000
200,000
---------------------------------------------------------------------------------------------------------------------------
L.W. Coleman 110,000 66,000 44,000 11/07/94 to 11/07/97 0 0 to 110,000
110,000
---------------------------------------------------------------------------------------------------------------------------
D.A. Coulter 60,000 36,000 24,000 11/07/94 to 11/07/97 0 0 to 60,000
60,000
---------------------------------------------------------------------------------------------------------------------------
M.E. Rossi 60,000 36,000 24,000 11/07/94 to 11/07/97 0 0 to 60,000
60,000
---------------------------------------------------------------------------------------------------------------------------
T.E. Peterson 60,000 36,000 24,000 11/07/94 to 11/07/97 0 0 to 60,000
60,000
---------------------------------------------------------------------------------------------------------------------------
M.A. Stein 60,000 36,000 24,000 11/07/94 to 11/07/97 0 0 to 60,000
60,000
</TABLE>
(1) Each performance share unit consists of 0.6 of a share of BAC restricted
common stock and 0.4 of a cash-paid stock unit (defined as a right to
receive a cash payment equal to the value of a share of BAC common stock
on the date the unit vests). See "Long-Term Incentive Awards--Performance
Share Program--Description" under the "Report of the Executive Personnel
and Compensation Committee" for a description of the material terms of the
performance share units, including the performance-related conditions to
the vesting of the units. As that description indicates, the performance
share program has both stock price-based performance criteria and, in case
the target stock prices are not reached, the non-stock price-based
performance criterion of total shareholder return. The number of shares of
restricted stock underlying the performance share units and their dollar
value have been included in the December 31, 1994 restricted stock
holdings set forth above in the Summary Compensation Table under footnote
2 to the column captioned "Restricted Stock Award(s)."
(Footnotes are continued at the top of the next page.)
15
<PAGE>
(2) Although the maximum performance period is three years, one-third of the
performance share units would vest upon reaching each of the three target
stock prices, as indicated under "Long-Term Incentive Awards--Performance
Share Program--Description" in the "Report of the Executive Personnel and
Compensation Committee." Thus, all or part of the performance share units
could vest in less than three years. It is also possible that all or part
of the performance share units will never vest.
(3) With respect to the non-stock price-based feature of the performance share
program: (i) the term "threshold" refers to the minimum amount payable for
a certain level of performance; (ii) the term "target" refers to the
amount payable if the specified target is reached; and (iii) the term
"maximum" refers to the maximum payout possible. If the target relative
total shareholder return is attained, the performance share units will
fully vest (even though the target stock prices are not reached), unless
the Committee determines in its sole discretion that all or part of the
units shall not vest.
PENSION PLANS
Pension benefits are paid to executive officers under the BankAmeraccount
Plan, a "cash balance" defined benefit pension plan, and the Supplemental
Retirement Plan, which provides additional benefits to certain employees equal
to the employer-provided benefits that an employee does not receive under the
BankAmeraccount Plan because of Internal Revenue Code limits. Participants
initially accrue benefits equal to 4% of qualified earnings in excess of one-
fourth of the Social Security wage base each year and 2% below that level.
After completing 10 years of covered service, participants accrue benefits
equal to 5% and 2%, respectively, of qualified earnings. Qualified earnings
include salary and most cash incentive and bonus payments. Participants'
benefits are adjusted each year by an interest factor. Transition benefits are
available to employees who accrued benefits under final average pay plans
which were converted to the cash balance plan. Estimated annual retirement
benefits under the BankAmeraccount Plan and Supplemental Retirement Plan for
the BAC executive officers named below are as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT OF
REACHING LEVEL
NAME AGE 65 ANNUITY(/1/)
------------------------------------------
<S> <C> <C>
R.M. Rosenberg(/2/) 1995 $119,090
------------------------------------------
L.W. Coleman 2007 179,096
------------------------------------------
D.A. Coulter 2012 178,120
------------------------------------------
M.E. Rossi 2009 109,131
------------------------------------------
T.E. Peterson 2000 72,086
------------------------------------------
M.A. Stein 2005 76,789
</TABLE>
(1) The estimated annual retirement benefits shown
assume annual bonuses equal to the average annual
bonus received in the last five years, a 5%
interest factor, retirement at age 65 and no
increase in salary.
(2) Does not include certain supplemental pension
payments to which Mr. Rosenberg is entitled. See
"Contracts with Executive Officers" below. The
amount of such supplemental pension payments
would, based upon the assumptions described in
footnote (1), increase the amount of the level
annuity by $71,850.
16
<PAGE>
CONTRACTS WITH EXECUTIVE OFFICERS
R.M. Rosenberg entered into an employment agreement with BAC in 1987. The
material terms of this agreement provided for two cash payments based on the
price of BAC common stock. In January, 1994, Mr. Rosenberg received $348,351,
the second and last cash payment. The amount of the second payment was equal
to the fair market value (average of high and low sale prices per share) on
December 31, 1993 of 6,667 shares of BAC common stock plus dividends in an
amount equal to the accumulated dividends that would have been paid on such
shares since January 1, 1989.
Mr. Rosenberg was formerly employed by Seafirst Corporation (Seafirst), a
wholly owned subsidiary of BAC. BAC has agreed to make certain supplemental
pension payments to Mr. Rosenberg as agreed to originally by Seafirst and Mr.
Rosenberg on January 1, 1986 when he joined Seafirst. Under the supplemental
pension agreement, Mr. Rosenberg is entitled to payments based on those to
which he would have been entitled under the terms of the pension plan and
defined contribution plan of Wells Fargo & Company, a former employer, as if
he had remained employed with Wells Fargo & Company. These payments are not
payable under certain circumstances. These payments are in addition to the
estimated payments set forth in the table under "Pension Plans" above.
BANKING AND OTHER TRANSACTIONS
Directors and executive officers of BAC and their associates were customers
of, and had ordinary business transactions with, the Bank and other BAC
subsidiaries during 1994; additional transactions are expected. These
transactions include deposits, repurchase agreements, other usual money market
transactions, letters of credit, loans and commitments. Extensions of credit
to directors and executive officers and entities controlled by them are
subject to limitations imposed by the Federal Reserve Board's Regulation O.
Regulation O requires that such extensions of credit (i) be made on
substantially the same terms (including interest rates and collateral) as,
(ii) follow credit underwriting procedures not less stringent than, and (iii)
not involve more than the normal risk of collectibility or present other
unfavorable features in comparison with, terms prevailing for comparable
transactions with unaffiliated persons having comparable credit and other
characteristics. BAC believes that each such extension of credit, when made or
renewed, complied with the requirements of Regulation O. The percentage of
BAC's stockholders' equity represented by these extensions of credit is not
material and was less than 0.5% at December 31, 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no compensation committee interlocks.
OWNERSHIP OF BAC STOCK
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Directors and Executive Officers Ownership of BAC Stock
Information concerning beneficial ownership of BAC's stock by directors and
executive officers set forth in the table below is as of March 1, 1995. In
early 1995 the board adopted a BAC stock ownership guideline for outside
directors of three times the annual retainer, to be achieved within five years
of joining the board (for existing directors, five years from the date of
adoption). The guideline may be met with either or both BAC common shares or
restricted stock equivalent units under the Deferred Compensation Plan for
Directors. Except as set forth below, no director or officer reported
ownership of any shares of any series of BAC's preferred stock. Shareholdings
set forth below include shares of common stock beneficially owned (i.e. shares
over which the owner had sole or shared voting or investment power), and (i)
in the case of directors, restricted stock equivalent units and (ii) in the
case of Messrs. Rosenberg and Coleman and the other executive officers,
restricted stock and option shares which the owner has the right to acquire
within sixty
17
<PAGE>
days after March 1, 1995 by exercise of any option, warrant or right, through
conversion of any security; or by automatic termination or power of revocation
of a trust, discretionary account or similar arrangement; or by the lapse of
restrictions on shares of restricted stock. Each individual owns less than 1%
of BAC common stock and each has sole investment or voting power with respect
to the shares set forth in the table that follows unless otherwise noted:
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF SHARES
NAME BENEFICIALLY OWNED(/1/)
-------------------------------------------------------------------------
<S> <C>
DIRECTORS:
-------------------------------------------------------------------------
J.F. Alibrandi 8,129
-------------------------------------------------------------------------
J.E. Barad 1,360
-------------------------------------------------------------------------
P.B. Bedford(/2/) 3,271
-------------------------------------------------------------------------
A.F. Brimmer 1,281
-------------------------------------------------------------------------
R.A. Clarke 3,035
-------------------------------------------------------------------------
L.W. Coleman(/3/) 268,894
-------------------------------------------------------------------------
T.F. Crull 6,104
-------------------------------------------------------------------------
K. Feldstein(/4/) 4,271
-------------------------------------------------------------------------
D.E. Guinn 6,662
-------------------------------------------------------------------------
P.M. Hawley 4,570
-------------------------------------------------------------------------
F.L. Hope, Jr. 3,854
-------------------------------------------------------------------------
I.E. Lozano, Jr. 1,681
-------------------------------------------------------------------------
C.C. Maier 10,521
-------------------------------------------------------------------------
W.E. Massey 277
-------------------------------------------------------------------------
J.M. Richman 8,203
-------------------------------------------------------------------------
R.M. Rosenberg(/3/) 568,556
-------------------------------------------------------------------------
A.M. Spence 850
-------------------------------------------------------------------------
OTHER NAMED EXECUTIVE OFFICERS:
-------------------------------------------------------------------------
D.A. Coulter(/3/) 112,999
-------------------------------------------------------------------------
T.E. Peterson(/3/) 99,654
-------------------------------------------------------------------------
M.E. Rossi(/3/) 117,187
-------------------------------------------------------------------------
M.A. Stein(/3/) 116,196
-------------------------------------------------------------------------
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
(24 PERSONS)(/5/) 1,637,913
</TABLE>
(1) For directors other than L.W. Coleman and R.M. Rosenberg,
included in the amounts listed are each director's
restricted stock equivalent units as follows: J.F.
Alibrandi--2,358 units; J.E. Barad--360 units; P.B.
Bedford--271 units; A.F. Brimmer--271 units; R.A. Clarke--
271 units; T.F. Crull--2,179 units; K. Feldstein--271
units; D.E. Guinn--271 units; P.M. Hawley--570 units; F.L.
Hope--271 units; I.E. Lozano--271 units; C.C. Maier--521
units; W.E. Massey--174 units; J.M. Richman--375 units;
A.M. Spence--750 units. As described on page 4 of this
Proxy Statement, the value of the restricted stock
equivalent units fluctuates with changes in the value of
BAC common stock, although the value of the units is paid
in cash following retirement.
(2) In addition, P.B. Bedford indirectly owns 2,000 shares of
BAC common stock and 2,000 shares of BAC 8.16% Cumulative
Preferred Stock, Series L, as to both of which he disclaims
beneficial ownership.
(3) Includes BAC common stock shares held by executive officers
as follows: L. W. Coleman--21,128 shares; R.M. Rosenberg--
41,507 shares; D.A. Coulter--2,564 shares; T.E. Peterson--
9,600 shares; M.E. Rossi--6,482 shares; M.A. Stein--2,000
shares.
Includes restricted stock and option shares (which the owner
has the right to exercise within sixty days), respectively,
held by executive officers as follows: L.W. Coleman--66,000
and 181,668 shares; R.M. Rosenberg--145,000 and 381,667
shares; D.A. Coulter--36,000 and 74,334 shares; T.E.
Peterson--36,000 and 53,334 shares; M.E. Rossi--36,000 and
74,666 shares; M.A. Stein--37,000 and 76,668 shares.
(Footnote 3 is continued at the top of the next page.)
18
<PAGE>
Also, includes shares held through the BankAmerishare Plan or
other comparable employee savings plan as follows: L.W.
Coleman--98 shares; R.M. Rosenberg--382 shares; D.A. Coulter--
101 shares; T.E. Peterson--720 shares; M.E. Rossi--39 shares;
M.A. Stein--528 shares.
(4) In addition, K. Feldstein indirectly owns 1,000 shares, as to
which she disclaims beneficial ownership.
(5) As a group, beneficially owns less than 1% of BAC common
stock.
Certain Other Beneficial Owners of BAC Stock
Based on a Schedule 13G as of December 31, 1994, The Capital Group Companies,
Inc. (Capital) and certain of its affiliates, 333 South Hope Street, Los
Angeles, CA 90071, reported beneficial ownership of 22,891,590 shares of BAC
common stock or 6.17% of shares outstanding. Capital reported that it had sole
voting power with respect to 4,863,130 of such shares and sole dispositive
power with respect to 22,891,590 of such shares. BAC knows of no other person
who beneficially owned more than five percent of any class of BAC's voting
securities as of March 1, 1995.
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act requires BAC's officers and
directors, and persons who own more than ten percent of a registered class of
BAC's equity securities, to file reports of ownership and changes in ownership
with the SEC and the New York Stock Exchange. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish BAC
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that all required forms
were filed, BAC believes that, during 1994, all Section 16 filing requirements
applicable to its officers and directors were complied with.
19
<PAGE>
MATTERS TO BE CONSIDERED AT THE MEETING
BOARD PROPOSALS
ITEM NO. 1: Election of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED IN THIS
PROPOSAL
The Board of Directors' slate of directors is set forth below. Each of the
nominees currently serves as a director and was elected by the shareholders at
the 1994 Annual Meeting, except John M. Richman and Jill E. Barad, who were
appointed by the board effective on August 31, 1994 and September 1, 1994,
respectively. Persons elected at the meeting will hold office until the 1996
Annual Meeting of Shareholders or until earlier retirement, resignation or
removal. Cornell C. Maier is not standing for reelection in accordance with the
board's retirement policy.
The number of BAC common shares owned by each nominee, all as of March 1, 1995,
is set forth in "Ownership of BAC Stock" on page 18 of this Proxy Statement. As
of that date, no director, nominee, or officer of BAC owned as much as 1% of
BAC's outstanding common stock. BAC believes no one person "controls" its
management policies, but under SEC interpretations one or more of BAC's
directors and executive officers could be presumed to be "control" persons. In
the event that any of the board's director nominees becomes unavailable to
serve, proxies will be voted for the election of such other person as may be
recommended by the Board of Directors or management. The board may also vote to
reduce the number of directors to be elected. Certain information concerning
the board nominees at March 1, 1995 follows:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILIATION(S) AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF JOSEPH F. ALIBRANDI (1) Mr. Alibrandi is 66 1992(/1/)
JOSEPH P. Chairman of the Board, chairman of Whittaker
ALIBRANDI Whittaker Corporation Corporation, a
APPEARS HERE] manufacturer of
aerospace products. In
1991, he assumed the
additional post of
chairman of
BioWhittaker, Inc., a
manufacturer of
biotechnology products
and a former subsidiary
of Whittaker
Corporation.
(2) Director of Catellus
Development Corporation,
Jacobs Engineering
Group, Inc. and Santa Fe
Pacific Corporation.
</TABLE>
--------
(1) Mr. Alibrandi served as a director of Security Pacific Corporation (SPC)
from 1981 until 1992, when he became a BAC director.
20
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION(S) AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF JILL E. BARAD (1) Ms. Barad is 43 1994
JILL E. BARAD President and Chief president, chief
APPEARS HERE] Operating Officer, operating officer and a
Mattel, Inc. director of Mattel,
Inc., a major
manufacturer and
distributor of toy
products. She served as
president of Mattel,
USA, from 1990 to 1992,
before assuming her
current position.
(2) Director of Reebok
International LTD.
[PHOTO OF PETER B. BEDFORD (1) Mr. Bedford is the 56 1987
PETER B. Chairman of the Board and chairman of the board
BEDFORD Chief Executive Officer, and chief executive
APPEARS HERE] Bedford Property officer of Bedford
Investors, Inc. Property Investors,
Inc., a California-based
real estate investment
trust. He is also the
president of Bedford
Properties Holdings,
Ltd., a California-based
real estate development
and investment firm he
founded in 1962.
(2) Director of Bixby
Ranch Company.
[PHOTO OF ANDREW F. BRIMMER (1) Dr. Brimmer heads 68 1976
ANDREW F. President, Brimmer & Brimmer & Company, Inc.,
BRIMMER Company, Inc. a Washington, D.C.-based
APPEARS HERE] economic and financial
consulting firm which he
established in 1976.
(2) Director of Airborne
Express, BellSouth
Corporation, BlackRock
Investment Income Trust
(and other BlackRock
funds), Carr Realty
Corporation, Connecticut
Mutual Life Insurance
Company, E.I. duPont de
Nemours and Company,
Gannett Company, Inc.,
Navistar International
Corporation and PHH
Corporation.
[PHOTO OF RICHARD A. CLARKE (1) Mr. Clarke became 64 1990
RICHARD A. Chairman of the Board, chairman of the board of
CLARKE Pacific Gas and Electric Pacific Gas and Electric
APPEARS HERE] Company Company, a San
Francisco-based utility
company, in 1986 after
being named a director
the prior year. He
served as chief
executive officer of the
company from 1986 until
1994.
(2) Director of Potlatch
Corporation.
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION(S) AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF LEWIS W. COLEMAN (1) Mr. Coleman became 53 1990
LEWIS W. Vice Chairman of the chief financial officer
COLEMAN Board and Chief Financial of BAC and the Bank in
APPEARS HERE] Officer, BankAmerica 1993 and has served as
Corporation and vice chairman of the
Bank of America NT&SA board and a director of
BAC and the Bank since
1990. Immediately prior
to his appointment as
chief financial officer,
Mr. Coleman's
responsibilities
encompassed BAC
subsidiary banks in the
Northwestern United
States and in Hawaii,
investment management
and private banking,
special real estate
asset management and
disposition, and
wholesale and
international banking
activities. Before that,
Mr. Coleman had served
since 1988 as head of
the Bank's World Banking
Group.
(2) Director of Chiron
Corporation.
[PHOTO OF TIMM F. CRULL (1) Before his 64 1992(/1/)
TIMM F. Retired Chairman, retirement in 1994, Mr.
CRULL Nestle USA, Inc. Crull served as chairman
APPEARS HERE] of Nestle USA, Inc., a
processor of food and
related products. He
assumed that post in
1991, after having
served since 1985 as
president and chief
executive officer of
Carnation Company, a
Nestle subsidiary. He
also served as chief
executive officer of
Nestle USA, Inc. from
1991 to early 1994.
(2) Director of Smart
and Final, and Dreyer's
Grand Ice Cream.
[PHOTO OF KATHLEEN FELDSTEIN (1) Dr. Feldstein is 54 1987
KATHLEEN President, president of Economics
FELDSTEIN Economics Studies, Inc. Studies, Inc., a
APPEARS HERE] Massachusetts-based
private consulting firm.
Her newspaper columns on
economic affairs,
written with her
husband, Martin
Feldstein, appear
regularly in newspapers
in the United States and
abroad.
(2) Director of
Consolidated Rail
Corporation, Digital
Equipment Corporation,
and the John Hancock
Mutual Life Insurance
Company.
</TABLE>
--------
(1) Mr. Crull served as a director of SPC from 1984 until 1992, when he became a
BAC director.
22
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF DONALD E. GUINN (1) Mr. Guinn was 62 1992(/1/)
DONALD E. Chairman Emeritus, chairman of the board
GUINN Pacific Telesis Group and chief executive
APPEARS HERE] officer of Pacific
Telesis Group, a
telecommunications
holding company, before
his retirement in 1988.
(2) Director of
Brunswick Corporation,
The Dial Corp, Pacific
Bell, Pacific Mutual
Life Insurance Company,
Pacific Telesis Group
and Pyramid Technology
Corporation.
[PHOTO OF PHILIP M. HAWLEY (1) Mr. Hawley served as 69 1977
PHILIP M. Consultant and Retired chairman and chief
HAWLEY Chairman and Chief executive officer of
APPEARS HERE] Executive Officer, Broadway Stores, Inc.
Broadway Stores, Inc. (formerly Carter Hawley
Hale Stores, Inc.) until
his retirement in 1993.
(2) Director of American
Telephone and Telegraph
Company, Atlantic
Richfield Company,
Johnson & Johnson and
Weyerhaeuser Company.
[PHOTO OF FRANK L. HOPE, JR. (1) Mr. Hope was 64 1992(/2/)
FRANK L. Consulting Architect chairman of Hope Design
HOPE, JR. Group, an architectural
APPEARS HERE] and engineering firm,
until 1993. He joined
that firm in 1955 and
was named chairman in
1964.
[PHOTO OF IGNACIO E. LOZANO, JR. (1) Mr. Lozano is 68 1978
IGNACIO E. Editor-in-Chief, La Opinion editor-in-chief of
LOZANO, JR. La Opinion, a Spanish-
APPEARS HERE] language daily newspaper
based in Los Angeles.
(2) Director of Pacific
Enterprises, Pacific
Mutual Life Insurance
Company and The Walt
Disney Company.
</TABLE>
--------
(1) Mr. Guinn served as a director of SPC from 1980 until 1992, when he became a
BAC director.
(2) Mr. Hope served as a director of SPC from 1978 until 1992, when he became a
BAC director.
23
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
WALTER E. MASSEY (1) Dr. Massey is 56 1993
[PHOTO OF Provost and Senior provost and senior, vice
WALTER E. Vice President, president, academic
MASSEY Academic Affairs, affairs, University of
APPEARS HERE] University of California California. He joined
the University of
California in 1993,
after serving for two
years as director of the
National Science
Foundation, a federal
agency that supports
research and education
in mathematics, science
and engineering. Prior
to that, he was vice
president for research
and professor of physics
at the University of
Chicago and director of
that university's
Argonne National
Laboratory.
(2) Director of Amoco
Corporation and Motorola
Inc.
[PHOTO OF JOHN M. RICHMAN (1) Mr. Richman became 67 1994(/1/)
JOHN M. Of Counsel, of counsel to the law
RICHMAN Wachtell, Lipton, firm of Wachtell,
APPEARS HERE] Rosen & Katz Lipton, Rosen & Katz in
1990, after retiring in
1989 from the management
of Philip Morris
Companies, Inc. and
Kraft General Foods,
Inc., a subsidiary of
Philip Morris. He had
served as chairman and
chief executive officer
of Kraft, Inc. from 1979
until its acquisition by
Philip Morris in 1988.
At that time, Mr.
Richman became a vice
chairman of Philip
Morris and chairman and
chief executive officer
of Kraft General Foods,
Inc.
(2) Director of R.R.
Donnelley & Sons Company
and USX Corporation.
</TABLE>
--------
(1) Mr. Richman served as a director of Continental Bank Corporation from 1980
until 1994, when he became a BAC director.
24
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF RICHARD M. ROSENBERG (1) Mr. Rosenberg became 64 1987
RICHARD M. Chairman of the Board, chairman and chief
ROSENBERG President and Chief Executive executive officer of BAC
APPEARS HERE] Officer, BankAmerica and the Bank in 1990. He
Corporation and held the position of
Bank of America NT&SA president of BAC and the
Bank from February, 1990
to April, 1992, and
resumed that position in
October, 1992. He served
as vice chairman of the
board and a director of
BAC and the Bank from
1987 to February, 1990.
Before joining BAC, Mr.
Rosenberg served as
president and chief
operating officer of
Seafirst Corporation and
Seattle-First National
Bank which he joined in
1986.
(2) Director of Airborne
Express, Northrop
Corporation, Pacific
Telesis Corporation and
Potlatch Corporation.
[PHOTO OF A. MICHAEL SPENCE (1) Dr. Spence became 51 1990
A. MICHAEL Dean of the Graduate School dean of the graduate
SPENCE of Business, school of business at
APPEARS HERE] Stanford University Stanford University in
1990. Before joining
Stanford, he was
professor of Economics
and Business
Administration and dean
of the Faculty of Arts
and Sciences at Harvard
University.
(2) Director of General
Mills Company, Sun
Microsystems Inc. and
VeriFone Corp.
</TABLE>
ITEM NO. 2: Ratification of Appointment of Ernst & Young LLP as Independent
Auditors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The board has appointed Ernst & Young LLP, Certified Public Accountants, as
BAC's independent auditors for 1995. The appointment was recommended by BAC's
Auditing and Examining Committee and is subject to shareholder ratification.
The firm of Ernst & Young LLP or its predecessors has audited the accounts of
BAC since 1970 and has offices in, or convenient to, most of the localities
where BAC and its subsidiaries operate. Ernst & Young LLP performed audit
services in connection with the examination of the financial statements of BAC
and its subsidiaries for the year ended December 31, 1994. In addition, the
firm rendered other audit services which included the review of financial
statements and related information contained in various registration statements
and filings with the SEC and limited reviews of financial statements and
related information contained in quarterly reports provided to shareholders and
the SEC.
25
<PAGE>
In the event the selection of Ernst & Young LLP as independent auditors is not
ratified by the shareholders, the Auditing and Examining Committee will seek
other independent auditors. Because of the difficulty and expense of making
any change in independent auditors so long after the beginning of the current
year, it is likely that the appointment would stand for 1995 unless the board
found other good reason for making a change sooner.
Representatives of Ernst & Young LLP will be present at the Annual Meeting and
available to answer appropriate questions.
ITEM NO. 3: Approval of Two Amendments to the 1992 Management Stock Plan to
Increase the Number of Shares of BAC Common Stock Available for
Issuance Under the Plan and to Limit the Number of Options and
Stock Appreciation Rights Awardable to Any Plan Participant
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The 1992 Management Stock Plan (MSP) authorizes the Executive Personnel and
Compensation Committee (Committee) to grant incentive stock options (ISOs),
non-qualified stock options (NQSOs), stock appreciation rights (SARs),
restricted stock equivalent units and other stock-based awards. In February,
1995, the board amended the MSP to increase the number of shares of BAC common
stock available for issuance under the MSP and to limit the number of options
and SARs awardable to any plan participant. These amendments are subject to
shareholder approval. Descriptions of each amendment and of the material terms
of the MSP follow.
(a) Amendment to Increase the Number of Shares Available for Issuance Under
the MSP
The aggregate number of shares of BAC common stock that may be granted to
all participants under the MSP in any one year is presently limited by the
MSP to 1% of the number of shares of BAC common stock outstanding as of the
end of the previous year, plus any shares available for issuance but
remaining unissued from the previous year. The Committee recommended, and
in February, 1995 the BAC board adopted, an amendment to increase the limit
from 1% to 1.5%, effective upon shareholder approval.
The number of eligible plan participants has increased significantly since
early 1994, due largely to the acquisition of Continental Bank Corporation.
However, that acquisition did not result in a significant increase in the
number of outstanding shares of BAC common stock. Consequently, if the same
guidelines for awards were used in 1995 as in 1994, the present 1% limit
would prevent the Committee from making grants at the same levels as in
1994. Therefore, the board believes that increasing the limit by 0.5% is
necessary in order for the Committee to have sufficient flexibility to
carry out its responsibility to (i) establish compensation programs for
executive officers that attract, motivate and retain key executives and
(ii) administer such programs in a manner that benefits the long-term
interests of BAC and its shareholders.
(b) Amendment to Limit the Number of Options and SARs Awardable to Any Plan
Participant
The federal tax laws limit the deductibility of compensation paid to
executive officers in certain circumstances. (See "Policy on Deductibility
of Compensation" under the "Report of the Executive Personnel and
Compensation Committee.") At present, the grants of stock options and SARs
under the MSP are not subject to the limit, so BAC is able to obtain the
federal tax benefits of deducting the full amount of compensation resulting
from such grants. In order to continue to be eligible for this treatment
after amending the MSP to increase the annual grant limit to 1.5% of the
outstanding
26
<PAGE>
shares of common stock, a technical amendment to the MSP is also necessary
to set a limit on the number of shares that can be granted to any plan
participant over the life of the plan. Accordingly, the Committee
recommended, and in February, 1995 the board approved, an amendment to the
MSP, effective upon shareholder approval, providing that the maximum number
of shares of BAC common stock underlying options and SARs that may be
granted under the MSP to any plan participant during the 10-year term
expiring March 2, 2002 is 10 million. Shares of stock underlying options
and SARs that have already been awarded to any plan participant under the
MSP must be taken into account in determining compliance with this limit.
The board believes that it is in the best interests of BAC and its
shareholders to establish this limit in order to be able to continue
deducting MSP grants for federal tax purposes. Further, the board believes
the limit of 10 million shares over the 10-year term of the MSP is
appropriate because it will give the Committee appropriate flexibility in
carrying out its responsibilities to make grants under the MSP to serve the
long-term interests of BAC and its shareholders.
(c) Summary of the MSP
As noted in paragraph (a), the aggregate number of shares of BAC common
stock that may be granted to all participants under the MSP in any one year
is currently limited to 1% of the number of shares of BAC common stock
outstanding as of the end of the previous year, plus any shares available
for issuance but remaining unissued from the previous year (Reserve
Shares). If the proposed amendment is approved the limit will be 1.5%, plus
any Reserve Shares.
Determinations and interpretations with respect to the MSP are at the sole
discretion of the Committee and binding on all interested parties.
Employees of BAC and any subsidiary of which 20% or more of the voting
stock is owned by BAC, and other individuals whose participation in the MSP
is deemed to be in the best interest of BAC, are currently eligible to
receive awards under the MSP. The Committee has never made an award to a
non-employee.
In connection with each award of restricted stock and restricted stock
equivalent units, the Committee specifies the conditions to be satisfied by
the recipient prior to vesting. For employees of BAC or a subsidiary, such
restrictions shall include a specified period of continued employment,
which may not be less than one year following the award date. No more than
30% of the shares of common stock available for issuance under the MSP in
any year may be issued in respect of restricted stock.
Stock option awards and SARs cannot be issued under the MSP for an exercise
price (in the case of options) or a grant price (in the case of SARs) that
is below the market price of BAC common stock at the time of the award.
Neither the exercise price of an option nor the grant price of an SAR may
be changed after the award is issued, except to accommodate any stock
splits or conversions which would affect all shareholders.
Under certain circumstances, shares of BAC common stock and restricted
stock equivalent units awarded under the MSP that for any reason are
cancelled, terminated, expire, or are reacquired by BAC under the terms of
the MSP may become available for future issuance or delivery under the MSP.
However, neither (i) shares of BAC common stock transferred or relinquished
to BAC upon the exercise of an option or in satisfaction of any withholding
obligation, nor (ii) shares of BAC common stock subject to a grant
denominated in shares of BAC common stock but settled by the payment of
cash in accordance with the MSP become available for future issuance or
delivery under the MSP. Notwithstanding the foregoing, the total number of
shares that may be delivered in respect of ISOs granted under the MSP may
not exceed 5 million shares, except in certain circumstances to prevent the
dilution or enlargement of benefits available under the MSP.
27
<PAGE>
ISOs are options which under certain circumstances and subject to certain
restrictions have special tax benefits for employees. NQSOs are options
which do not receive such special tax treatment under the Internal Revenue
Code. When the Committee grants an ISO and when the holder exercises an ISO
and acquires BAC common stock, the holder realizes no income and BAC can
claim no deduction. If the holder sells the common stock before two years
from grant or one year from exercise of the ISO (a disqualifying
disposition), any gain will be deemed compensation and taxed as ordinary
income to the extent of the lesser of (i) the spread between the option
price and the fair market value of the stock at exercise (the spread) or
(ii) the difference between the sale price and the exercise price. If a
disqualifying disposition occurs, BAC can claim a deduction equal to the
amount treated as compensation. When the Committee grants an NQSO, the
holder realizes no income and BAC can claim no deduction. When the holder
exercises an NQSO, the holder realizes ordinary income to the extent of the
spread and BAC can claim a deduction for the same amount at such time. When
the Committee grants an SAR, the holder realizes no income and BAC can
claim no deduction. The cash or the fair market value of stock received on
an SAR exercise is taxed to the holder at ordinary income rates. BAC can
claim a deduction in the same amount at such time. Restricted stock grants
are generally not taxable to recipients at the time of grant and BAC
generally claims no deduction at that time. BAC will receive a deduction
and the holder will recognize taxable income equal to the fair market value
of the restricted stock at the time the restrictions lapse, unless the
holder elects, within thirty days of notification of the award, to
recognize the income on the award date, in accordance with Section 83 of
the Internal Revenue Code. If the holder makes an election under Section
83, BAC's deduction will then also occur in the year of the restricted
stock award.
Reference should be made to the full text of the MSP for a complete
description of its terms and conditions. A complete copy of the MSP can be
obtained from the Corporate Secretary's Office at the address listed on
page 1.
SHAREHOLDER PROPOSALS
BAC receives many suggestions from shareholders, some as formal shareholder
proposals. All are given careful attention.
Proponents of three shareholder proposals have stated that they intend to
present the following proposals at the Annual Meeting. The name and address of
and number of shares of BAC stock held by the proponents will be furnished by
BAC, either orally or in writing, as requested, promptly upon receipt of any
oral or written request directed to the Corporate Secretary's Office. The
proposals and proponents' statements are quoted below. The board opposes the
following proposals for the reasons stated after each proposal.
ITEM NO. 4: Shareholder Proposal Concerning Director Compensation
"The shareholders of BankAmerica Corporation request the Board of Directors
take the necessary steps to amend the company's governing instruments to adopt
the following: Beginning on the 1996 BankAmerica Corporation fiscal year all
members of the Board of Director's total compensation will be 1500 shares of
BankAmerica common stock each year. No other compensation of any kind will be
paid."
Proponent's Statement
The shareholder proponent submitted the following statement in support of the
proposal:
"For many years the Rossi family have been submitting for shareholder vote, at
this corporation as well as other corporations, proposals aimed at putting
management on the same playing field as the shareholders. This proposal would
do just that.
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"A few corporations have seen the wisdom in paying directors solely in stock.
Most notably, Scott Paper and Travelers. Ownership in the company is the
American way. We feel that this method of compensation should be welcomed by
anyone who feels they have the ability to direct a major corporation's
fortunes.
"The directors would receive 1500 shares each year. If the corporation does
well, the directors will make more money in the value of the stock they
receive and the dividend that usually rise with more profits. If things go
bad, they will be much more inclined to correct things, because it will be
coming directly out of their pockets. Instead of the way it is done now, where
directors receive the same compensation for good or bad performance.
"Last year at the Shareholder's annual meeting, the question was asked by Emil
Rossi to Mr. Rosenberg. Since he had taken over several banks that were in
financial difficulties, if these banks didn't turn out the way he expected, as
a few years ago, the dividend was drastically cut and then eliminated, would
Mr. Rosenberg also take a pay cut the same degree as the shareholders. Mr.
Rosenberg never answered the question. The reason I bring this up is because,
if things go wrong and the dividend is cut and the price of our shares go to
$5.00 a share in the future. With this proposal in place the Board of
Directors will be hit in the pocket and you can depend they will do something
about the CEO. If Mr. Rosenberg succeeds, bless him!"
Board of Directors Response to Shareholder Proposal
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
The BAC board shares the proponent's belief in the importance of equity-based
compensation for directors. The board also believes that directors should have
a financial stake in the company. However, it is the board's opinion that
equity-based compensation should not be the sole form of compensation of board
members. Rather, the board believes a fair and competitive total compensation
package for directors combines both stock-related and cash compensation. To
this end, the board in 1993 amended the company's Deferred Compensation Plan
for Directors to require non-officer directors to defer at least 25% of their
annual retainer in the form of restricted stock equivalent units, which is
payable only upon retirement. Amounts deferred are converted into restricted
stock equivalent units on the basis of the fair market value of BAC common
stock at the time of the deferral. The value of these stock equivalent units
fluctuates with changes in the market price of BAC common stock.
In early 1995 the board adopted a BAC stock ownership guideline for outside
directors of three times the annual retainer, to be achieved within five years
of joining the board (for existing directors, five years from the date of
adoption). The guideline may be met with either or both BAC common shares or
restricted stock equivalent units under the Deferred Compensation Plan for
Directors.
The board believes the existing BAC director compensation structure offers
directors the flexibility to balance stock-related and cash compensation in a
manner compatible with their individual circumstances. Further, this
compensation structure is competitive with industry standards. The board
believes that eliminating all cash compensation to non-officer directors could
limit BAC's ability to attract and retain qualified individuals to serve as
directors and, therefore, would not be in BAC's best interests.
The board recommends a vote against this proposal for the reasons set forth
above.
ITEM NO. 5: Shareholder Proposal Concerning Reincorporating BAC From Delaware
to California
"Resolved: That shareholders urge the Board of Directors of BankAmerica Corp.
to take the steps necessary to reincorporate our Company from Delaware to
California."
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Proponent's Statement
The shareholder proponent submitted the following statement in support of the
proposal:
"While Bank of America was founded in California, is headquartered in
California, maintains a vast portfolio of loans to California businesses and
individuals, and employs more Californians than residents of any other single
state, the state that oversees our company's corporate rules is Delaware.
"For Bank of America, Delaware offers corporate governance law friendly to
management. In 1986, for example,the state removed the financial penalty for
directors who violate the fiduciary duty of care.
"For Delaware, such management-friendly rules attract incorporations. And
incorporations mean fees--enough fees so that Delaware has no sales tax and
relatively low property taxes. Delaware lawmakers make no secret of this
scheme and the motives behind it.
"In fact, 54 of the 100 largest American companies incorporate in Delaware, and
only one of these--DuPont--is headquartered here. Twelve of those 100 are
headquartered in California but only two of these--Hewlett Packard and Apple
Computer--are incorporated here; nine of the 12 are incorporated in Delaware.
"But what serves management and Delaware, however, doesn't necessarily serve
shareholders. As another example, Delaware law tolerates any supermajority
vote requirements. Some companies have locked up simple governance rules such
as classified board with an 80% supermajority vote requirement to amend it--
disenfranchising 79% of the shareholders who might seek reform.
"Most problematic is the 'race to the bottom' among the states. For example,
Delaware's action to limit director liability led first to a flood of
reincorporation proposals. Then, 26 other states subsequently adopted similar
laws 'in an attempt to keep their in-state companies from moving to
Delaware,' explained IRRC.
"California once required companies to offer cumulative voting, but dropped
this under threat of reincorporations. In this episode, employee shareholders
of Pacific Enterprises who own more than 20% of the stock sought to elect an
employee representative to the board. In their first effort, the employee-
shareholders came close. That's when the company lobbied the state
legislature, which removed the cumulative voting mandate.
"Reincorporating the Bank of America to California won't immediately solve all
corporate governance deficiencies because the 'race to the bottom' has already
taken its toll. Still, state lawmakers have become increasingly restless with
this 'race.' A recent report from the National Conference of State
Legislatures, authored by California state Sen. Dan McCorquodale calls on
lawmakers to pay close attention to matters of corporate governance. With
diligence, these lawmakers can make good on this resolve. It's then up to
shareholders to bring corporations back from Delaware.
"By reincorporating the Bank of America in California, shareholders can bring
our company back home and help end the race to the bottom."
Board of Directors Response to Shareholder Proposal
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
The BAC board believes that the best interests of the company and its
shareholders are served by retaining BAC's incorporation in the state of
Delaware, where it has been incorporated since the company's inception in 1968.
Like many other corporations, BAC selected Delaware as its state of
incorporation so the corporation--and its shareholders--could benefit from that
state's corporate law which is comprehensive, predictable
30
<PAGE>
and mature. Delaware is also favored because both its legislature and judicial
system (the Delaware Court of Chancery) are prominent in corporate law matters.
The fact that other states are following Delaware's lead in many areas of
corporate law does not mean that BAC would benefit from incorporating in
another state; in fact, it tends to reinforce the favorable opinion that BAC
and many other corporations have of Delaware as a place to incorporate.
The proponent suggests that BAC is predominantly a California company, and
therefore, California should be its state of incorporation. BAC is not just a
California company. Rather, BAC is the second-largest bank holding company in
the United States, based on total assets at December 31, 1994. BAC, through its
various banking and other subsidiaries, provides banking and financial products
and services throughout the U.S. and in many offshore markets. Also, a large
portion of BAC's revenues are derived from customers outside of California.
BAC does not believe that Delaware is hostile to shareholder interests. For
example, in a number of cases involving mergers or acquisitions, the Delaware
courts have set aside corporate action which was taken in a manner determined
to be unfair to shareholder interests. The Chief Justice of the Delaware
Supreme Court has also spoken out on the importance of good corporate
governance and has encouraged companies to adopt corporate governance
principles similar to those which BAC recently adopted. (Highlights of BAC's
governance principles are contained on page 88 of the Annual Report and the
complete text of the principles is available from the Corporate Secretary's
Office).
Finally, the reincorporation process would increase costs and administrative
tasks at BAC, and the BAC board believes that there would be no material cost
savings and no other significant benefits to BAC from reincorporating in
California. Given this cost-benefit equation, the BAC board believes
shareholder value lies in retaining BAC's incorporation in the state of
Delaware.
The board recommends a vote against this proposal for the reasons set forth
above.
ITEM NO. 6: Shareholder Proposal Concerning the Preferred Share Purchase Rights
Plan
"Resolved: That the shareholders of BankAmerica Corp. request that the Board of
Directors redeem the shareholder rights plan unless the issue is approved by
the affirmative vote of a majority of the outstanding shares at a meeting of
the shareholders held as soon as possible."
Proponent's Statement
The shareholder proponent submitted the following statement in support of the
proposal:
"In April 1988, the Board of Directors adopted a takeover defense commonly
known as a 'poison pill.'
"Generally, we believe such plans depress a company's stock price and serve to
insulate management. We believe these problems apply directly to BankAmerica.
"The drag of poison pill rights plans on the trading value of companies' stock
is well documented. Given the precipitous decline in BankAmerica stock during
1994, the board should consider redeeming the pill as part of an effort to
improve shareholder value.
"What's more, the 'pill' is an inappropriate, antiquated and unnecessary
takeover device. Apologists for poison pills claim that they prevent a
'midnight raid' on the company. The statute in Delaware, where our company is
incorporated, provides ample protection for corporations generally. What's
more, federal banking regulators represent another layer of deliberation in
any change of control for a bank.
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"Poison pills have become increasingly unpopular in recent years. Since the
beginning of 1990, Time Warner, United Technologies, La Quinta Inns, and
Lockheed have voluntarily redeemed their poison pills. Since 1990, a majority
of voting shareholders at more than 24 companies asked management to either
repeal, redeem or allow a shareholder vote on poison pills. In 1994 alone, a
majority of voting shareholders at Advanced Micro Devices, Community
Psychiatric Centers, Intel, Ryder and Wellman, joined this list.
"Management insulation constitutes a serious concern for shareholders. The pill
itself was created unilaterally, without consulting shareholders.
"Our proposal on the 'poison pill' simply attempts to give shareholders an
opportunity to express their views on the rights issue and the method by which
it was adopted.
"For these reasons, we believe the unilateral adoption of this poison pill plan
by the Board detracts from our company's broader relationship with its
shareholders and harms shareholder value. Therefore, we urge a vote in favor
of the resolution."
Board of Directors Response to Shareholder Proposal
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
The Preferred Share Purchase Rights Plan (the "Rights Plan") was adopted by the
Board of Directors more than six years ago and the rights issued thereunder
expire in 1998. The Rights Plan was adopted to protect the interests of all the
shareholders and to give BAC's Board of Directors the flexibility to maximize
the value of the shareholders' investment in BAC in the event an unsolicited
attempt is made to acquire BAC. Unsolicited takeover attempts could include a
gradual accumulation of shares in the open market, a partial or two-tier tender
offer that does not treat all shareholders equally, a squeeze-out merger, and
other abusive takeover tactics. The board believes these tactics are not in the
best interests of shareholders because they unfairly pressure shareholders,
squeeze them out of their investment and deprive them of the full value of
their shares. The Rights Plan provides a strong incentive for anyone interested
in acquiring BAC to negotiate directly with the Board of Directors, which is in
the best position to assess the adequacy and fairness of any offer.
Contrary to what the proponent suggests, there is no evidence that the Rights
Plan has in any way weakened BAC's financial strength, interfered with its
business plans, affected earnings per share, diluted shareholder ownership
interests or restricted trading in BAC's securities. Although it is difficult
to isolate factors affecting the price of BAC's common stock over a period of
more than six years, the Board of Directors believes that the adoption of the
Rights Plan has not had any significant impact on the stock price. The closing
price of BAC's common stock on April 8, 1988, the last trading day before
adoption of the Rights Plan, was $11.125. The closing price on March 15, 1995,
the approximate date of this proxy statement, was $47.75.
The Rights Plan is not intended to deter fair takeover bids for BAC. It is
intended to deter any attempt to acquire BAC in a manner or on terms that are
not in the best interests of all shareholders. The Board of Directors believe
that the Rights Plan represents a sound and reasonable means of addressing the
complex issues of corporate policy created by the current takeover environment.
The board adopted a set of corporate governance principles in 1995, including a
principle on rights plans. The principle states the board's belief that rights
plans have proven effective in increasing shareholder value in certain
circumstances. It also states that should the board decide to adopt a new
rights plan, or to amend or extend the existing plan, it is the present intent
of the board to submit such actions or the new plan to the shareholders for
approval. (The full text of the rights plans principle can be obtained from the
Corporate Secretary's Office).
The board recommends a vote against this proposal for the reasons set forth
above.
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PROXIES AND VOTING AT THE MEETING
A simple majority of the votes present or represented by proxy will determine
the listed items of business. Under Delaware law and BAC's Certificate of
Incorporation and By-laws, the total number of votes cast "for" a proposal will
determine whether the proposal is adopted. Abstentions are counted in
determining the total number of votes cast. While not counted as votes for or
against a proposal, abstentions have the same effect as votes against a
proposal. If a broker or other nominee holding shares for a beneficial owner
does not vote on a proposal (broker non-votes), the shares will not be counted
in determining the number of votes cast.
The board recommends a vote "FOR" Item Nos. 1, 2 and 3 and "AGAINST" Item Nos.
4, 5 and 6, as discussed above. You have one vote for each common share
registered in your name on BAC's books on March 27, 1995, at 5:00 p.m. (Pacific
Standard Time). As of March 1, 1995, BAC had 373,543,079 common shares
outstanding and entitled to vote.
The proxies will vote your shares according to your instructions. If you return
a properly signed and dated proxy card but do not mark any choices on any item,
your shares will be voted in accordance with the recommendations of the Board
of Directors as to such item. The proxy card gives authority to the proxies to
vote your shares on any other matter that may be presented at the meeting.
PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED.
You may revoke the board-solicited proxy before its exercise by delivering
written notice at the address listed on page 1 or by submitting a subsequently
dated proxy, or by attending the meeting and voting by ballot. Your proxy also
governs the voting of shares held for your account under BAC's Shareholder
Investment Plan.
BAC has instituted use of a single proxy card for all shareholder voting. To
protect the confidentiality of employee votes under employee benefit plans, BAC
has directed its stock transfer agent to restrict BAC's access to proxy cards
and ballots and to report voting results only in the aggregate. These
directions apply in all circumstances with respect to employee votes and voting
instructions. With respect to non-employee shareholders, the directions also
apply except in cases of proxy contests, tender offers and other change of
control situations.
The proxy card serves as a voting instruction to the trustee of the
BankAmerishare Plan and the Seafirst Employee Matched Savings Plan for
participants in the plans having shares allocated to their accounts. If the
plan shares are held in the same names as shares held directly by a
shareholder, the proxy card represents the combined total of plan shares and
shares held directly for the individual. Plan participants who wish to have
their plan shares voted differently than their shares held directly may do so
by so stating on the proxy card. The trustees of the plans will only vote those
plan shares for which voting instructions are received. To protect the
confidentiality of individual ballot selections of such plan participants, the
transfer agent will tabulate these ballot selections and then report the
results only in the aggregate to the plan trustees and BAC, respectively. Plan
participants having questions regarding the voting of their plan shares should
contact Institutional Trust Services, Unit #9260 for BankAmerishare and
Employee Benefits and Trust Services, CSC-23 for the Seafirst Employee Matched
Savings Plan.
Under BAC's By-laws, a shareholder must give BAC's Corporate Secretary 30 to 60
days' prior notice of any business the shareholder wishes to bring before the
meeting for a vote. The earliest date for receipt of notice was March 24, 1995,
and the last day for receipt of notice is April 25, 1995. The address to which
such notice should be delivered is listed on page 1. The notice must give the
following information with respect to any business the shareholder wishes to
bring before the meeting: the name and address of the shareholder proposing the
business, as they appear on BAC's stock records; the class and number of shares
of BAC stock the shareholder owns; and any material interest of the shareholder
in the business.
A report of the votes on matters considered at the meeting will be included in
BAC's quarterly report on Form 10-Q for the second quarter of 1995.
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OTHER MATTERS
OTHER BUSINESS FOR MEETING
The enclosed proxy confers upon the person or persons entitled to vote the
shares represented thereby discretionary authority to vote such shares in
accordance with their best judgment with respect to all matters which may
properly come before the meeting in addition to the scheduled items of
business. It is intended that proxies solicited by the board, unless otherwise
specified therein, will be voted in accordance with the recommendations of the
Board of Directors.
In addition to the shareholder proposals submitted for and included in this
proxy statement, certain shareholders have notified BAC's Corporate Secretary
of the possibility that they may raise one or more proposals for consideration
from the floor of the Annual Meeting. These proposals relate to gender bias,
conflicts of interest, director term limits, disclosure of adverse litigation
and officers' personal liability.
Assuming the shareholders comply with the By-law requirement to notify BAC
between March 24, 1995 and April 25, 1995 of the intent to present the
proposals and that the proposals are proper items of business for shareholder
action, they would be entitled to be voted upon at the meeting. The persons
named in the proxy card intend to vote the proxies, with respect to any such
other matters, (i) with discretionary authority, and (ii) in accordance with
their best judgment. The board will recommend to the proxyholders that they
vote "AGAINST" the shareholder proposals discussed in the preceding paragraph
if presented at the meeting.
PROXY SOLICITATION
The cost of proxy solicitation will be borne by BAC. In addition, BAC has
retained D.F. King & Co., Inc., to aid in the solicitation of proxies at an
estimated cost of $30,000 plus out-of-pocket expenses. Banks, brokers and other
nominees will be reimbursed for their customary expenses incurred in connection
with the forwarding of such materials. In addition, proxies may be solicited,
without additional compensation, by directors, officers and other regular
employees of BAC and its subsidiaries by telephone, telegraph or in person.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 1996 MEETING
Proposals of shareholders for next year's Proxy Statement must be received on
or before November 28, 1995. Proposals should be mailed to BankAmerica
Corporation at the address listed on page 1.
YOUR VOTE IS IMPORTANT
It is important that your shares be represented and voted at the meeting.
Please fill out, sign, date and return the accompanying proxy card in the
envelope provided as soon as possible whether or not you plan to attend the
meeting.
Dated: March 27, 1995
By order of the Board of Directors
CHERYL SOROKIN
Cheryl Sorokin
Executive Vice President and Secretary
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NOTICE TO SHAREHOLDERS
In our on-going effort to
reduce expenses, BankAmerica
Corporation is no longer
publishing a quarterly report
to shareholders. Interim
financial and other
information about BAC may be
found in its quarterly (i)
press release on earnings and
(ii) Form 10-Q. This
information, along with the
Annual Report to Shareholders
and additional copies of the
Proxy Statement, may be
obtained from:
Corporate Public Relations
#3124
Bank of America
P.O. Box 37000
San Francisco, CA 94137
<PAGE>
LOGO
Printed on Recycled Paper
<PAGE>
APPENDIX
--------
[LOGO OF BANKAMERICA CORPORATION]
BANKAMERICA CORPORATION
1992 MANAGEMENT STOCK PLAN
AS ADOPTED MARCH 2, 1992
<PAGE>
BANKAMERICA CORPORATION
1992 MANAGEMENT STOCK PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
ARTICLE I
<C> <S> <C>
GENERAL..................................................................... 1
1.1 Background of Plan............................................... 1
1.2 Purpose of the Plan.............................................. 1
1.3 Definitions...................................................... 1
1.4 Administration of Plan........................................... 3
1.5 Eligibility to Receive Grants and Awards......................... 5
1.6 Types of Grants and Awards Under Plan............................ 5
1.7 Limitation on Available Shares................................... 5
1.8 Effective Date and Term of Plan.................................. 6
ARTICLE II
INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS..................... 7
2.1 Grant of Stock Options........................................... 7
2.2 Award Agreements................................................. 7
2.3 Option Price..................................................... 7
2.4 Option Period.................................................... 7
2.5 Limitation on ISOs............................................... 8
2.6 Manner of Paying Option Price.................................... 8
2.7 Exercise of Option............................................... 8
2.8 Cancellation of SARs............................................. 9
2.9 Cancellation and Regrant of Options.............................. 9
ARTICLE III
STOCK APPRECIATION RIGHTS................................................... 9
3.1 Grant of Stock Appreciation Rights............................... 9
3.2 Form and Timing of Payment....................................... 9
3.3 Cancellation of Related Options.................................. 10
ARTICLE IV
RESTRICTED STOCK AND RESTRICTED STOCK UNITS................................. 10
4.1 Introduction..................................................... 10
4.2 Award of Restricted Stock and Restricted Stock Units............. 10
4.3 Minimum Restrictions on Disposition.............................. 11
4.4 Optional Restrictions............................................ 11
4.5 Termination of Employment of Restricted Stockholder
for Gross Misconduct............................................. 12
4.6 Termination of Employment of Restricted Stockholder
not Involving Gross Misconduct................................... 12
4.7 Registration and Escrow.......................................... 12
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
4.8 Payment in Respect of Restricted Stock Units...................... 13
4.9 Dividends on Resticted Stock...................................... 13
4.10 Voting Rights..................................................... 13
ARTICLE V
OTHER STOCK-BASED AWARDS.................................................... 14
5.1 Other Stock-Based Awards.......................................... 14
ARTICLE VI
MISCELLANEOUS............................................................... 14
6.1 Notices........................................................... 14
6.2 Amendments of Plan................................................ 15
6.3 Leaves of Absence................................................. 15
6.4 Dilution and Other Adjustments.................................... 15
6.5 General Restriction............................................... 16
6.6 Change in Control................................................. 16
6.7 Withholding Taxes................................................. 16
6.8 Non-Assignability................................................. 16
6.9 No Right to Employment............................................ 16
6.10 Rights as Shareholder............................................. 17
6.11 Entire Plan....................................................... 17
6.12 Governing Law..................................................... 17
6.13 Delegation........................................................ 17
6.14 Foreign Employees................................................. 17
</TABLE>
ii
<PAGE>
BANKAMERICA CORPORATION
1992 MANAGEMENT STOCK PLAN
ARTICLE I
GENERAL
1.1 Background of Plan. BankAmerica Corporation hereby establishes the
BankAmerica Corporation 1992 Management Stock Plan (the "Plan"). The Plan
provides for the grant of stock options on BankAmerica Corporation Common Stock,
and for the grant of restricted stock, restricted stock units, stock
appreciation rights, and other stock-based awards. The Plan is the successor to
the BankAmerica Corporation 1987 Management Stock Plan.
1.2 Purpose of the Plan. The purpose of the Plan is to provide contingent
financial incentive to key executive officers of BankAmerica Corporation and its
present and future Subsidiaries (as defined below) and other individuals whose
participation in the Plan is deemed to be in the best interests of BankAmerica
Corporation. The Plan will offer competitive levels of incentive compensation
related to long-term corporate financial performance to those key officers and
other employees of the Company and other individuals who, by virtue of their
position and efforts, contribute to or substantially influence the financial
success of BankAmerica Corporation over multiple-year periods. The Plan is also
intended as a means of increasing officer shareholdings, thereby strengthening
the commonality of interest between BankAmerica shareholders and key officers
and other employees in the Company's management, and as an aid in attracting,
retaining and motivating key officers and other employees of outstanding
abilities and specialized skills.
1.3 Definitions. As used in the Plan and the related Award Agreements,
the following terms, when written with initial capital letters, will have the
meanings stated below:
(a) Award means any grant or award of an Option, Restricted Stock,
Restricted Stock Unit, SAR or Other Stock-Based Award under the Plan.
(b) Award Agreement means any written agreement between BankAmerica and
an employee of the Company or other individual pursuant to which a grant or
award is made under the Plan. The Committee shall determine the provisions
of each Award Agreement subject to the provisions hereof.
(c) BankAmerica means BankAmerica Corporation, a Delaware corporation.
(d) Board means Board of Directors of BankAmerica.
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(e) Change in Control means that either (i) a notice of acquisition of
10% or more of the common stock of BankAmerica has been filed with the
Federal Reserve Board under the Change in Bank Control Act (12 USC (S)
1817(j)) and such acquisition has been approved by the Federal Reserve Board
or has not been disapproved within the time period provided by that Act and
the Regulations adopted by the Federal Reserve Board pursuant thereto; (ii)
during any period subsequent to March 2, 1992, a majority of the Board of
Directors of BankAmerica shall cease for any reason to consist of either
those individuals who are directors of BankAmerica on that date or those
persons who are nominated as new directors by the directors as of that date
or their successors who have been so nominated; or (iii) the Board of
Directors of BankAmerica adopts a resolution to the effect that as a result
of an event that has occurred or is about to occur, a change in control will
be deemed to have occurred for purposes of this Plan.
(f) Committee means the Executive Personnel and Compensation Committee of
the Board.
(g) Common Stock means shares of BankAmerica's common stock, $1.5625 par
value per share.
(h) Company means BankAmerica and its Subsidiaries, collectively.
(i) The Fair Market Value of a share of Common Stock on any date means
the average of the high and low sales prices of a share of Common Stock as
reflected in the report of consolidated trading of New York Stock Exchange
listed securities for that day (or, if no shares were publicly traded on
that day, the immediately preceding day that shares were so traded)
published in The Wall Street Journal or in any other publication selected by
the Committee; provided, however, that if shares of Common Stock shall not
have been publicly traded for more than ten days immediately preceding such
date, then the fair market value of a share of Common Stock shall be
determined by the Committee in such manner as it may deem appropriate.
(j) Major Combination means a merger, acquisition or other business
combination in which the number of shares of Common Stock outstanding as of
the close of business on the effective date of the combination is at least
10% greater than the number of shares of Common Stock outstanding prior to
the effective date of the combination.
(k) 1987 Plan means the plan adopted by the Board of Directors of Bank
America Corporation on April 6, 1987, as amended, pursuant to which
BankAmerica Corporation has issued non-qualified stock options, incentive
stock options,
2
<PAGE>
performance stock options, and restricted stock to key officers and other
employees of BankAmerica and to other individuals whose participation in the
1987 Plan was deemed to be in the best interests of BankAmerica.
(l) Option means an option to purchase shares of the Common Stock, and
shall be one of two kinds: (i) Incentive Stock Options ("ISOs") and (ii)
Non-Qualified Stock Option ("NQSOs"). The Company intends the ISOs shall
meet the requirements of Section 422A of the Internal Revenue Code and the
regulations thereunder applicable to incentive stock options, and that NQSOs
shall not meet such requirements.
(m) Optionee means the holder of an Option.
(n) Other Stock-Based Award means an Award granted pursuant to Section
4.11 of the Plan.
(o) Participant means an officer, employee or other individual designated
to receive a grant or award under the Plan.
(p) Restricted Stock means Common Stock issued or delivered pursuant to
Article IV with the restrictions set forth therein.
(q) Restricted Stock Unit means any right granted pursuant to Article IV
that is denominated in shares of Common Stock.
(r) Retirement means the last day of employment with the BankAmerica or
one of its Subsidiaries prior to the employee's retirement under a
retirement program of BankAmerica or one of its Subsidiaries.
(s) Stock Appreciation Right ("SAR") has the meaning set forth in Section
3.1.
(t) Subsidiary means any corporation of which BankAmerica owns, directly
or indirectly, twenty percent or more of the voting stock.
(u) Window Period means the time period described in Section 3.2 hereof.
1.4 Administration of Plan. (a) The Plan shall be administered by the
Committee. The Committee shall consist of at least three members of the Board,
none of whom shall be, while serving on the Committee, eligible to receive a
grant or award under the Plan or under any other plan of the Company or its
affiliates under which the participants are entitled to acquire Common Stock,
stock options, restricted stock, restricted stock
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units, and related rights, stock appreciation rights or other stock-based awards
of the Company or any of its affiliates. Members of the Committee shall serve
at the pleasure of the Board. Notwithstanding the foregoing, all grants and
awards under the Plan to the Chief Executive Officer of BAC shall be approved or
ratified by the Board.
(b) Subject to the provisions of the Plan, the Committee shall have sole,
final, and conclusive authority to determine:
(i) the employees and other individuals to whom Awards shall be made;
(ii) the number of shares of Common Stock to be optioned, granted or
awarded to each such employee or other individual;
(iii) whether and to what extent an Optionee may use already-owned
shares of Common Stock to exercise Options;
(iv) the restrictions to be imposed on each share of Restricted Stock
and on Restricted Stock Units awarded pursuant to Article IV of this
Plan, which shall not be less than the minimum restrictions set forth
therein;
(v) which Options granted shall be Incentive Stock Options, and which
shall be Non-Qualified Stock Options;
(vi) the price to be paid for the shares upon the exercise of each
Option, which shall be not less than 100% of the Fair Market Value per
share, as determined by the Committee, of the Common Stock at the time
of granting the Option;
(vii) the period within which each Option shall be exercised;
(viii) the terms and conditions of each Award Agreement between
BankAmerica and an employee or other individual to whom the Committee
has made an Award, which, however, shall be in accordance with the
provisions of the Plan; and
(ix) subject to the provisions of Section 6.13, the Committee shall
have the power, authority, and sole discretion to construe, interpret
and administer the Plan. The Committee's decisions construing,
interpreting and administering the Plan shall be conclusive and binding
on all parties.
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1.5 Eligibility to Receive Grants and Awards. Employees of BankAmerica or
of any of its Subsidiaries who shall, in the judgment of the Committee be
qualified by position, training or ability to contribute substantially to the
progress of BankAmerica, shall be eligible to receive grants and awards under
the Plan. The Committee may also make grants and awards to such other
individuals whose participation in the Plan is determined to be in the best
interest of BankAmerica, provided that the shares of Common Stock to be received
by such individuals are eligible to be registered on Securities and Exchange
Commission Form S-8 (or any successor to such form) under the rules and
regulations in effect at the time of grant or award.
1.6 Types of Grants and Awards Under Plan. Grants and awards under the
Plan may be in the form of any one or more of the following: (i) Incentive
Stock Options, (ii) Non-Qualified Stock Options, (iii) Stock Appreciation
Rights, (iv) Restricted Stock Units, (v) Restricted Stock or (vi) Other Stock-
Based Awards.
1.7 Limitation on Available Shares. For each calendar year from and
including 1992 a number of shares of Common Stock in an amount of up to one
percent (1%) of the number of shares of Common Stock outstanding as reported in
the annual report to shareholders of BankAmerica for the preceding year shall
become available for issuance with respect to Awards under the Plan, provided,
---------
however, that as of the effective date of any Major Combination (as defined in
--------
Section 1.3) the number of shares available for issuance in that year with
respect to Awards under the Plan shall be increased to one percent (1%) of the
number of shares of Common Stock outstanding as of the close of business on the
effective date of that Major Combination.
In addition, (a) any shares of Common Stock which as of the effective date
of the Plan are reserved for issuance under the 1987 Plan and which are not
thereafter issued, and (b) any shares of Common Stock available for issuance
under the Plan in previous years but not actually issued, shall be added to the
aggregate number of shares of Common Stock available for issuance in that
calendar year under the Plan; provided, however, that no more than 30 percent
------------------
(30%) of the shares of Common Stock available for issuance under the Plan in any
calendar year shall be issued in respect of Restricted Stock or Restricted Stock
Units. Notwithstanding the foregoing, but subject to adjustment as provided in
Section 6.4, no more than 5,000,000 shares shall be cumulatively available under
the Plan for delivery upon the exercise of ISOs. The Committee shall have no
obligation to grant or award all or any portion of the shares available for
issuance in any year. The Board may, by resolution, limit the number of shares
that may be available for issuance with respect to grants and awards under the
Plan in any calendar year to a number of shares lower than would otherwise be
available for issuance hereunder.
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Shares of Common Stock subject to grants or awards under the Plan that for
any reason are cancelled, or terminated, or expire, shall again be available for
issuance or delivery under the Plan.
Shares of Restricted Stock and Restricted Stock Units that for any reason
are reacquired by BankAmerica pursuant hereto, shall again be available for
issuance or delivery under the Plan; provided, however, that shares of
------------------
Restricted Stock or Restricted Stock Units as to which dividends or payments
equivalent to dividends have been paid to or reinvested for the account of the
Restricted Stockholder prior to reacquisition by BankAmerica shall not again be
available for issuance or delivery under the Plan after such reacquisition.
Notwithstanding the foregoing, neither (i) shares of Common Stock
transferred or relinquished to the Company upon the exercise of an Option or in
satisfaction of any withholding obligation, nor (ii) shares of Common Stock
subject to a grant or award denominated in shares of Common Stock but settled by
the payment of cash in accordance with the Plan, shall again be available for
issuance or delivery under the Plan.
1.8 Effective Date and Term of Plan. (a) The Plan shall become
effective on March 2, 1992 and the Committee may, in its discretion, make grants
and awards to eligible key officers and other employees of the Company as of
that date, subject, however, to the approval of the Plan by the shareholders of
BankAmerica at the 1992 annual meeting of shareholders. In the event the Plan
is not approved at such meeting, the Plan and all grants and awards hereunder
shall be void, and the Company shall have no obligation to any recipients of
such grants and awards.
(b) The Committee may make grants and awards under the Plan beginning
March 2, 1992 and during each subsequent year until such time as the Plan may be
terminated by the Board in its sole discretion, or as hereinafter provided.
(c) Unless the shareholders of BankAmerica shall approve an extension
or renewal of the Plan for such new or additional term as they may determine, no
grants and awards shall be made after March 2, 2002. However, all grants and
awards made under the Plan prior to such date shall remain in effect until such
grants and awards shall have been satisfied, terminated, or paid out, or expire,
in accordance with the Plan and the terms of such grants and awards.
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ARTICLE II
INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS
2.1 Grant of Stock Options. The Committee may, from time to time
and subject to the provisions of the Plan and such other terms and conditions as
the Committee may prescribe, grant to any eligible employee or other individual
Incentive Stock Options ("ISOs" or "Options") and/or Non-Qualified Stock Options
("NQSOs" or "Options") (as these terms are defined in Section 1.3) to purchase,
for cash and/or for already-owned shares of Common Stock, such number of shares
of Common Stock as the Committee shall determine.
2.2 Award Agreements. The grant of an ISO or NQSO shall be
evidenced by a written Award Agreement in such form as the Committee may from
time to time determine in accordance with the provisions of the Plan, executed
by BankAmerica. Each Award Agreement pursuant to which Options are granted
shall state the number of shares of Common Stock subject to the Option, the
Option price, the Option Period, and any limitations on the Option, the
restrictions on assigning and transferring the Option described in Section 6.8,
the manner of payment for shares of Common Stock, and such other terms as the
Committee shall determine.
2.3 Option Price. The purchase price per share of Common Stock
which the Optionee must deliver upon the exercise of an ISO or NQSO shall be
fixed by the Committee, but shall not be less than 100% of the Fair Market
Value of a share of Common Stock on the date the Option is granted.
2.4 Option Period. (a) Each Option granted as an ISO or NQSO shall
become exercisable in part or in full at such time or times as the Committee may
determine and specify in each Award Agreement; provided, however, that no Option
------------------
will be exercisable before the date six months after the date the Option was
granted and no ISO shall be exercisable after the expiration of 10 years from
the date the ISO was granted.
(b) Each Award Agreement shall set forth the extent to which the
Optionee shall have the right to exercise the Option following the Optionee's
retirement, death or termination of the Optionee's employment with the Company
(including termination that, pursuant to the Award Agreement, may be deemed to
occur upon a change in ownership of the Optionee's employer such that the
Optionee's employer ceases to be BankAmerica or one of its Subsidiaries). Such
provisions shall be determined in the sole discretion of the Committee and need
not be uniform among all Options issued pursuant to the Plan.
(c) The Committee may determine in its sole discretion from time to
time to permit the Optionee to purchase all shares of
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Common Stock covered by the Optionee's Options, upon or after the Optionee's
death, retirement, or termination of employment with the Company (including
termination that, in the sole discretion of the Committee, may be deemed to
occur upon a change in ownership of the Optionee's employer such that the
Optionee's employer ceases to be BankAmerica or one of its Subsidiaries),
without regard to whether the Options were fully exercisable upon death,
retirement or termination of employment under the terms of the Award Agreements
with respect to such Options.
2.5 Limitation on ISOs. Notwithstanding any other provisions in the
Plan or in any ISO agreement, to the extent the aggregate Fair Market Value
(determined at the time the option is granted) of stock with respect to which
ISOs granted after December 31, 1986 are exercisable for the first time by an
Optionee during any calendar year under all plans of BankAmerica and its
subsidiaries exceeds $100,000, such options shall be treated as NQSOs. This rule
shall be applied by taking options into account in the order in which they were
granted to that options with the earliest grant date will receive ISO treatment.
No ISO shall be granted to any person who at the time owns more than
ten percent of total combined voting power of all classes of stock of
BankAmerica or of any Subsidiaries.
2.6 Manner of Paying Option Price. On exercise of each ISO or NQSO,
the Option Price shall be paid as follows: (a) in cash, (b) in already-owned
shares of Common Stock, or (c) in some combination of cash and shares, as
specified in the Award Agreement or as otherwise permitted by the Committee.
Already-owned shares of Common Stock must have been owned by the Optionee at the
time of exercise for at least the period of time specified in the Award
Agreement, and shall be valued at their Fair Market Value on the date of
exercise.
2.7 Exercise of Option. The Committee shall establish, and shall
set forth in each Award Agreement, the procedures governing the exercise of an
ISO or NQSO. In general, subject to such specific provisions, an ISO or NQSO
shall be exercised as follows:
(a) the Optionee shall deliver written notice that he or she intends to
exercise the Option to the Company department or officer designated in the
Award Agreement;
(b) the Optionee shall pay the full Option Price at the time of exercise,
according to Section 2.6 above; and
(c) as soon as practicable after receipt of such notice and payment, the
Company shall direct BankAmerica's transfer agent to register the shares of
Common Stock in the name of the Optionee.
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2.8 Cancellation of SARs. Each Award Agreement shall specify whether the
exercise of an ISO or NQSO with respect to a share of Common Stock shall cancel
any SAR related to such share.
2.9 Cancellation and Regrant of Options. The Committee may cancel
particular NQSOs and regrant to the same Optionee NQSOs to purchase the same or
a different number of shares of Common Stock, only (i) with the consent of the
Optionee, and (ii) if the Option Price for the NQSOs so regranted is no less
than the higher of (A) the Option Price for the NQSOs so cancelled, or (B) the
Fair Market Value of the Common Stock on the date of regrant.
ARTICLE III
STOCK APPRECIATION RIGHTS
3.1 Grant of Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights ("SARs") to Participants. The
terms and conditions of the SARs shall be as provided in the Award Agreement
with respect to such SARs. Each Award Agreement shall specify the grant price,
term, methods of exercise, methods of settlement, disposition of the SARs on
retirement, death or termination of employment of the holder of the SARs, and
such other terms and conditions of the SARs as shall be determined by the
Committee. The Committee may impose such conditions or restrictions on the
exercise of any SAR as it may deem appropriate. SARs may be granted either alone
or in tandem with grants of Options under the Plan. SARs granted in tandem with
Options are referred to herein as "Tandem SARs".
The Committee shall not grant an SAR in tandem with an ISO unless, pursuant
to applicable law and rules and regulations of the Internal Revenue Service, the
SAR may be attached to the ISO without causing the ISO to fail to meet the
requirements of Section 422A of the Internal Revenue Code.
Subject to the terms of the Plan and the applicable Award Agreement, an SAR
shall confer on the holder thereof a right to receive payment (the "SAR Value"),
upon exercise thereof, equal to the excess of (i) the Fair Market Value of one
share of Common Stock on the date of exercise over (ii) the grant price of the
SAR as specified by the Committee, which shall be not less than the Fair Market
Value of one share of Common Stock on the date of grant of the SAR.
3.2 Form and Timing of Payment. (a) Exercise of Tandem SARs for Cash or
Common Stock. Tandem SARs exercised during the Window Period described below
shall be payable only in cash, and Tandem SARs exercised outside the Window
Period shall be payable only in shares of Common Stock. A "Window Period" is a
period (i) beginning on the third business day following the date of public
release of BankAmerica's quarterly or annual summary statements of
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revenues and earnings and (ii) ending on the twelfth business day following such
date.
(b) Amount of Cash Payable on Exercise of Tandem SARs. When Tandem
SARs are exercised during the Window Period, the Optionee shall receive a cash
amount equal to (i) the number of Tandem SARs exercised multiplied by (ii) the
difference between (A) the highest Fair Market Value of one share of Common
Stock as of any day during the Window Period, and (B) the Option Price specified
for the related Option.
(c) Number of Shares Issuable or Deliverable on Exercise of Tandem
SARs. When Tandem SARs are exercised outside the Window Period, the Optionee
shall receive the number of whole shares of Common Stock equal to (i) the
aggregate SAR Value (as defined in Section 3.1) of the Tandem SARs exercised
divided by (ii) the Fair Market Value (as defined in Section 1.3) on the date of
exercise. The Company shall deliver cash in lieu of fractional shares.
3.3 Cancellation of Related Options. Each Award Agreement shall specify
whether the exercise of an SAR shall cancel any NQSO to which it relates, to the
extent of the exercise. Any exercise of an SAR with respect to an ISO must be
made in accordance with Section 3.1.
ARTICLE IV
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
4.1 Introduction. BankAmerica has outstanding shares of restricted stock
granted under the 1987 Plan, the BankAmerica Corporation Restricted Stock Bonus
Plan (the "Bonus Plan") and the BankAmerica Corporation Management Incentive
Stock Plan ("MISP"). Restricted stock already granted under the 1987 Plan, the
Bonus Plan and the MISP will continue to be held under the terms of those plans,
except as provided in Section 1.7 of this Plan. Only grants of Restricted Stock
and Restricted Stock Units made on or after the effective date of this new Plan
shall be governed by the terms of this Article IV.
4.2 Award of Restricted Stock and Restricted Stock Units. The Committee
may, from time to time and subject to the provisions of the Plan and such other
terms and conditions as the Committee may prescribe, award shares of Common
Stock or Restricted Stock Units to be held under the restrictions set forth in
this Article to any eligible employee or other individual (the "Restricted
Stockholder"). If an eligible employee has been employed less than six months,
any award of Restricted Stock shall only be made from Common Stock which is held
as treasury stock by BankAmerica.
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4.3 Minimum Restrictions on Disposition. With respect to a Restricted
Stockholder who was employed by the Company on the date of grant, the Restricted
Stockholder may not, under any circumstances, voluntarily dispose of any of the
Restricted Stock or Restricted Stock Units prior to the first to occur of the
following events:
(a) the date on which the Restricted Stockholder completes the period of
continuous service, which shall not be less than one year, with the Company
following the award date specified by the Committee for such award;
(b) delivery of the Restricted Stock to the Restricted Stockholder
following a Committee determination pursuant to Section 6.6 hereof in
connection with a Change in Control;
(c) the Restricted Stockholder's retirement or death; or
(d) delivery of the Restricted Stock to the Restricted Stockholder
following his or her termination of employment prior to retirement or death
pursuant to a determination by the Committee under Section 4.6.
With respect to any other individual, the Restricted Stockholder may not, under
any circumstances, voluntarily dispose of any of the Restricted Stock or
Restricted Stock Units prior to the first to occur of the following events:
(a) the date on which the individual satisfies the conditions specified
in the grant;
(b) the Restricted Stockholder's death.
The limitations in this Section 4.3 will hereinafter be referred to as the
"minimum restrictions."
4.4 Optional Restrictions. In addition to the minimum restrictions, the
Committee may impose additional restrictions ("optional restrictions") upon the
Restricted Stockholder's voluntary disposition of the Restricted Stock or
Restricted Stock Units, either at the time the Committee makes an award of such
Restricted Stock or Restricted Stock Units or at any subsequent time before the
minimum restrictions expire. The Committee may impose optional restrictions
(such as, without limitation, permitting such disposition and release only in
installments over a period of years) as it may deem in the best interests of the
Restricted Stockholder, or in the case of the Restricted Stockholder's death, of
the heirs or legatees who become entitled to such Restricted Stock or Restricted
Stock Units by the applicable laws of inheritance or under the terms of the
Restricted Stockholder's will.
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4.5 Termination of Employment of Restricted Stockholder for Gross
Misconduct. If a Restricted Stockholder's services are terminated for cause for
gross misconduct, all shares of Restricted Stock and Restricted Stock Units
awarded to any Restricted Stockholder under this Plan shall be forfeited, and
the Committee shall direct such shares of Restricted Stock and Restricted Stock
Units to be transferred and delivered to BankAmerica. Gross misconduct
includes, but is not limited to, acts of dishonesty, such as theft,
embezzlement, and falsification of the Company's records with intent to deceive;
breach of trust; knowing violation of rules established by the Company; and any
crime determined by the Company to result in termination of employment.
4.6 Termination of Employment of Restricted Stockholder not Involving
Gross Misconduct.
(a) Should a Restricted Stockholder who was employed by the Company at
the date of grant terminate his or her employment with the Company prior to (i)
the date on which he or she completes the period of continuous service for the
Company following the award date specified by the Committee for such award, or
(ii) his or her death or retirement; or
(b) should the Company terminate his or her employment or any reason
other than for a cause set forth in Section 4.5 above.
BankAmerica shall reacquire all the Restricted Stock and Restricted Stock Units
without the payment of consideration in any form to such Restricted Stockholder
and the Restricted Stockholder shall unconditionally forfeit any right, title or
interest to such Restricted Stock and Restricted Stock Units, unless the
Committee, up to 90 days after such termination, determines in its sole
discretion to permit the Restricted Stockholder to (i) retain all or any part of
the Restricted Stock, and/or (ii) to waive in whole or in part any or all
remaining restrictions on Restricted Stock Units, and to deliver shares of
Common Stock to the Restricted Stockholder in respect of such Restricted Stock
Units. Upon direction of the Committee, all forfeited Restricted Stock and
Restricted Stock Units shall be transferred and delivered to BankAmerica.
Termination of a Restricted Stockholder's employment with the Company shall be
deemed to include a change in ownership of the Restricted Stockholder's employer
such that the Restricted Stockholder's employer ceases to be BankAmerica or one
of its Subsidiaries.
4.7 Registration and Escrow. Any Restricted Stock granted under the Plan
may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event that any stock certificate is issued
in respect of shares of Restricted Stock granted under the Plan, such
certificate shall
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be registered in the name of the Restricted Stockholder and shall either bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock, or, at the direction of the Committee, be
held by Bank of America National Trust and Savings Association (the "Bank") (or
another escrow agent appointed by the Committee) in escrow subject to delivery
to the Restricted Stockholder or to BankAmerica at such times and in such
amounts as the Committee shall direct under the terms of the Plan. When an
employee or other individual accepts an award of Restricted Stock pursuant to
the Plan, he or she thereby grants an irrevocable power of attorney to the Bank
or any other escrow agent appointed by the Committee to cause the transfer and
delivery to BankAmerica of any such Restricted Stock which the Committee shall
direct to be so transferred and delivered pursuant hereto.
4.8 Payment in Respect of Restricted Stock Units.
(a) Each Restricted Stock Unit shall represent one share of Common
Stock, and shall, at the time and to the extent it becomes vested, be payable by
the delivery of one share of Common Stock. The Committee is authorized to grant
Restricted Stock Units under which the Restricted Stockholder shall be entitled
to receive payments equivalent to dividends with respect to a number of shares
of Common Stock determined by the Committee, and the Committee may determine
that such amounts (if any) shall be paid to the Restricted Stockholder in cash
from time to time, or be deemed to have been reinvested in additional shares of
Common Stock or additional Restricted Stock Units, or otherwise reinvested.
Restricted Stock Units shall have no voting rights.
(b) The Committee may, in its discretion, provide that payment to the
Restricted Stockholder in respect of Restricted Stock Units shall be deferred
until such date or dates, not later than the Restricted Stockholder's death,
retirement or other termination of employment with the Company, as the
Restricted Stockholder may elect. Any such election shall be filed in writing
with the Committee in accordance with such rules and regulations, including any
time periods within which such election shall be made, as the Committee may
specify.
4.9 Dividends on Restricted Stock. Even while the Restricted Stock is
held in escrow, the Committee may determine that all dividends BankAmerica pays
on the Restricted Stock shall be delivered directly to the Restricted
Stockholder, not the escrow account.
4.10 Voting Rights. Even while the Restricted Stock is held in escrow,
the Committee may determine that the Restricted Stockholder shall have the same
voting rights with respect to the Restricted Stock as those provided to other
shareholders of Common Stock.
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ARTICLE V
OTHER STOCK-BASED AWARDS
5.1 Other Stock-Based Awards. The Committee is hereby authorized to grant
to Participants such other awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, shares of
Common Stock (including, without limitation, securities convertible into shares
of Common Stock) as are deemed by the Committee to be consistent with the
purposes of the Plan; provided, however that such grants must comply with Rule
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16b-3 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, and applicable law. Subject to the terms of
the Plan and any applicable Award Agreement, the Committee shall determine the
terms and conditions of such awards. Shares of Common Stock or other securities
delivered pursuant to a purchase right granted under this Section 5.1 shall be
purchased for such consideration, which may be paid by such method or methods
and in such form or forms, including, without limitation, cash, shares of Common
Stock, other securities, other awards, or other property, or any combination
thereof, as the Committee shall determine, the value of which consideration, as
established by the Committee, shall not be less than the Fair Market Value of
such shares of Common Stock or other securities as of the date such purchase
right is granted.
ARTICLE VI
MISCELLANEOUS
6.1 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, or otherwise delivered by hand or messenger, addressed
(a) if to the Company, at
BankAmerica Corporation
555 California Street
San Francisco, CA 94104
Attn: c/o Bank of America NT&SA
Executive Programs #3005
Corporate Human Resources
(b) if to the Participant, at the last address shown on the Company's
personnel records, or
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(c) to such address as either the Company or the Participant shall
later designate by notice to the other.
6.2 Amendments of Plan. BankAmerica may, at any time and from time to
time, modify, amend, suspend or terminate the Plan in any respect by action of
the Board or by written amendment executed by a duly authorized officer of
BankAmerica. Notwithstanding the above, however, any modification, amendment,
suspension or termination of the Plan shall not affect a Participant's rights to
a grant or award previously made, except as provided in Section 1.8(a), or
except with his or her consent.
6.3 Leaves of Absence. The Committee shall be entitled to make such
rules, regulations and determinations as it deems appropriate under the Plan in
respect of any leave of absence from the Company taken by the recipient of any
grant or award under the Plan. Without limiting the generality of the
foregoing, the Committee shall be entitled to determine (a) whether or not any
such leave of absence shall be treated as a termination of employment with the
Company within the meaning of the Plan and (b) the impact, if any, of any such
leave of absence on grants and awards under the Plan.
6.4 Dilution and Other Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
shares of Common Stock, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of shares of Common Stock or
other securities of BankAmerica, issuance of warrants or other rights to
purchase shares of Common Stock or other securities of BankAmerica, or other
similar corporate transaction or event, affects the Common Stock, such that an
adjstment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
shall deem equitable, adjust any or all of (i) the number and type of shares of
Common Stock which thereafter may be made the subject of Awards, (ii) the number
and type of shares of Common Stock (or other securities or property) subject to
outstanding Awards, and (iii) the grant, purchase or exercise price with respect
to any Award, or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Award; provided, however, in each case, that with
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respect to Awards of ISOs no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422A of the Internal
Revenue Code or any successor provision thereto; and provided further that the
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number of shares of Common Stock subject to any Award denominated in shares of
Common Stock shall always be a whole number.
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6.5 General Restriction. Each grant and award under the Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (a) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or federal law, (b) the consent or approval of any government regulatory body,
or (c) an agreement by the recipient of a grant or award with respect to the
disposition of shares of Common Stock, is necessary or desirable as a condition
of, or in connection with, the making of a grant or award or the issue, delivery
or purchase of shares of Common Stock thereunder, then such grant or award shall
not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.
6.6 Change in Control. If BankAmerica undergoes a Change in Control (as
defined in Section 1.3), the Committee may, in its sole discretion, by written
notice to each Participant: (a) provide that all outstanding Awards shall be
terminated, unless exercised within thirty (30) days (or such longer period as
the Committee shall determine) after the date of such notice; (b) advance the
dates upon which any or all outstanding Awards shall be exercisable; (c) order
that any Restricted Stock then held in escrow be released to the Restricted
Stockholders free of all or some restrictions; and/or (d) take other action
which the Committee determines is equitable under the circumstances. Any action
taken by the Committee may be made conditional upon the consummation of the
Change in Control as defined in Section 1.3(e).
6.7 Withholding Taxes. The Company shall have the right to deduct from
any settlement of an Award made under the Plan, including the delivery or
vesting of shares, an amount sufficient to cover withholding required by law for
any federal, state or local taxes or to take such other action as may be
necessary to satisfy any such withholding obligations. The Committee may permit
shares to be used to satisfy required tax withholding and such shares shall be
valued at the Fair Market Value as of the settlement date of the applicable
award.
6.8 Non-Assignability. No Participant shall have the right to alienate,
assign, encumber, hypothecate or pledge his or her interest in any Award under
the Plan, voluntarily or involuntarily, and any attempt to so dispose of any
such interest prior to payment thereof shall be void. Notwithstanding the
preceding sentence, the Company shall have the right to offset from any unpaid
or deferred Award any amounts due and owing from the Participant to the extent
permitted by law.
6.9 No Right to Employment. Nothing in the Plan nor in any agreement
entered into pursuant to the Plan shall confer upon any
16
<PAGE>
Participant the right to continue in the employment of the Company, nor affect
any right which the Company may have to terminate the employment of such person.
6.10 Rights as Shareholder. No Participant shall have rights as a
shareholder with respect to shares of Common Stock awarded to him or her unless
and until the certificates for such shares are delivered to him or her. The
Committee may determine that Restricted Stockholders have full voting rights
with respect to Restricted Stock, as provided in Section 4.9 hereof.
6.11 Entire Plan. This document is a complete statement of the Plan. As
of its effective date this document supersedes all prior plans, representations
and proposals, written or oral, relating to its subject matter, except as
otherwise provided in Section 1.7 hereof. The Company shall not be bound by or
liable to any person for any representation, promise or inducement made by any
employee or agent of it which is not embodied in this document.
6.12 Governing Law. The Plan shall be construed and enforced in
accordance with California law.
6.13 Delegation. The Committee may delegate to one or more officers of
the Company or any of its Subsidiaries, or to a committee of such officers, the
authority, subject to such terms and limitations as the Committee shall
determine, to make grants and awards to, or to cancel, modify, waive rights with
respect to, alter, discontinue, suspend, or terminate grants or awards held by,
officers or employees of the Company and other individuals, who are not officers
or directors of the Company for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended.
6.14 Foreign Employees. In order to facilitate the making of any grant or
award under the Plan, the Committee may provide for such special terms for
grants and awards to participants who are foreign nationals or who are employed
by the Company or any Subsidiary outside of the United States of America as the
Committee may consider necessary or appropriate to accommodate differences in
local law, policy or custom. Moreover, the Committee may approve such
supplements to or amendments, restatements, or alternative versions of the Plan
including supplements, amendments or alternative versions providing for Other
Stock-Based Awards as it may consider necessary or appropriate for such
purposes, without thereby affecting the terms of the Plan as in effect for any
other purpose. No such special terms, supplements, amendments or restatements,
however, shall include any provisions that are inconsistent with the terms of
the Plan as then in effect unless the Plan could have been amended to eliminate
such inconsistency without further approval by the shareholders of BankAmerica.
17
<PAGE>
AMENDMENTS TO: BANKAMERICA CORPORATION 1992 MANAGEMENT
STOCK PLAN (AS ADOPTED NOVEMBER 7, 1994)
1. Section 6.8 of the BankAmerica Corporation 1992 Management Stock
Plan is amended to read in its entirety as follows:
"6.8 Non-Assignability. Except as provided below, no Participant
shall have the right to alienate, assign, encumber, hypothecate or pledge
his or her interest in any Award under the Plan, voluntarily or
involuntarily, and any attempt to so dispose of any such interest prior to
payment thereof shall be void.
Any Participant who is an Executive Officer (as defined below) shall
have the right, subject to the conditions specified in the following
paragraph, to irrevocably transfer to Immediate Family Members (as defined
below) Options granted at any time under the Plan to any such Participant
("Executive Officer Participant"). As used in the Plan and the related
Award Agreements, the following terms, when written with initial capital
letters, shall have the meanings stated below:
(a) The term Executive Officer means an Executive Officer designated
by the Board for federal securities law purposes, provided such
officer is also a member of the Managing Committee of Bank of America
NT&SA.
(b) The term Immediate Family Members means (i) the children,
grandchildren or spouse of an Executive Officer Participant or (ii) a
trust for the benefit of such family members.
As conditions to such transferability of any Options, (i) the
Executive Officer Participant may not receive any consideration for the
transfer; (ii) the Award Agreements pursuant to which such Options are
granted, or amendments to the Award Agreements with respect to previously
granted Options, in each case approved by the Committee, must specify the
actual extent to which such Options may be transferred, all in accordance
with the terms of the Plan; and (iii) the Options so transferred must
continue to be subject to the same terms and conditions that were
applicable to such Options prior to their transfer.
The transferee of any Options transferred in accordance with the terms
and conditions of the Plan shall have the right to exercise such Options
and to have the shares of Common Stock covered by such Options registered
in the name of such transferee, as though such transferee were the Optionee
for purposes of Section 2.7 of the Plan.
A-1
<PAGE>
Notwithstanding anything contained in this Section 6.8, the Company
shall have the right to offset from any unpaid or deferred Award any
amounts due and owing from the Participant to the extent permitted by law;
provided, however, that with respect to any Options that are transferred in
-------- -------
accordance with the terms and conditions of the Plan, such right shall
cease upon the transfer."
2. The first sentence of Section 5.1 of the BankAmerica Corporation
1992 Management Stock Plan is amended to read in its entirety as follows:
"The Committee is hereby authorized to grant to Participants such
awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, shares of Common Stock
(including, without limitation, securities convertible into shares of
Common Stock) as are deemed by the Committee to be consistent with the
purposes of the Plan; provided, however, that such grants must comply with
-------- -------
Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, and applicable law, except
that Options may be transferable to the extent permitted by, and in
accordance with the provisions of, Section 6.8 of the Plan."
3. Section 1.3(n) of the BankAmerica Corporation 1992 Management
Stock Plan is amended to read in its entirety as follows:
"(n) Other Stock-Based Award means an Award granted pursuant to
Section 5.1 of the Plan."
A-2
<PAGE>
AMENDMENT TO: BANKAMERICA CORPORATION 1992 MANAGEMENT
STOCK PLAN (AS ADOPTED AUGUST 2, 1993)
1. Section 1.3 (r) of the BankAmerica Corporation 1992 Management
Stock Plan is amended to read in its entirety as follows:
"(r) Retirement means, with respect to grants and awards made on or
after August 2, 1993, the last day of employment with BankAmerica or one
of its subsidiaries prior to the employee's retirement at normal retirement
age under a retirement program of BankAmerica or one of its Subsidiaries;
and, with respect to grants and awards made before August 2, 1993, the last
day of employment with BankAmerica or one of its subsidiaries prior to the
employee's retirement under a retirement program of BankAmerica or one of
its subsidiaries."
A-3
<PAGE>
PROPOSED AMENDMENTS TO: BANKAMERICA CORPORATION
1992 MANAGEMENT STOCK PLAN (AS ADOPTED FEBRUARY 6, 1995,
SUBJECT TO SHAREHOLDER APPROVAL)
1. The first paragraph of Section 1.7 of the BankAmerica Corporation
1992 Management Stock Plan is amended to read in its entirety as follows:
"1.7 Limitation on Available Shares. For each calendar year from and
including 1992 a number of shares of Common Stock in an amount of up to one
and one-half percent (1.5%) of the number of shares of Common Stock
outstanding as reported in the annual report to shareholders of BankAmerica
for the preceding year shall become available for issuance with respect to
Awards under the Plan; provided, however, that as of the effective date of
------------------
any Major Combination (as defined in Section 1.3) the number of shares
available for issuance in that year with respect to Awards under the Plan
shall be increased to one and one-half percent (1.5%) of the number of
shares of Common Stock outstanding as of the close of business on the
effective date of that Major Combination."
2. The BankAmerica Corporation 1992 Management Stock Plan is amended
by adding the following new Section 1.9:
"1.9 Limitation on Options and SARs Awardable to Any Single
Participant. The maximum number of shares of Common Stock underlying
Options and SARs that may be awarded under the Plan to any single
Participant during the period from March 2, 1992, the effective date of the
Plan, through March 2, 2002, is 10,000,000. The minimum price at which
each Option is exercisable and the minimum grant price of each SAR are
specified in Sections 2.3 and 3.1, respectively, of the Plan."
B-1
<PAGE>
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[X] Please mark
your votes
like this
PROXY/VOTING INSTRUCTION CARD
--------------------------------------------------------------------------------
The Board of Directors Recommends a Vote FOR Items 1, 2 and 3
--------------------------------------------------------------------------------
WITHHELD FOR ALL
FOR FOR ALL EXCEPT*
Item 1--Election of directors. [_] [_] [_]
Alibrandi; Barad; Bedford; Brimmer; Clarke;
Coleman; Crull; Feldstein; Guinn; Hawley;
Hope; Lozano; Massey; Richman; Rosenberg;
Spence. To withhold voting for a particular
nominee, mark the "For All Except" box and
enter name(s) of the exception(s) in the
space provided.
*EXCEPTIONS:
--------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
Item No. 2--Ratification of appointment of [_] [_] [_]
Ernst & Young LLP as independent auditors.
FOR AGAINST ABSTAIN
Item No. 3--Approval of two amendments to [_] [_] [_]
the 1992 Management Stock Plan.
--------------------------------------------------------------------------------
The Board of Directors Recommends a Vote AGAINST Items 4, 5 and 6
--------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
Item No. 4--Shareholder proposal concerning [_] [_] [_]
director compensation.
FOR AGAINST ABSTAIN
Item No. 5--Shareholder proposal concerning [_] [_] [_]
reincorporation from Delaware to California.
FOR AGAINST ABSTAIN
Item No. 6--Shareholder proposal concerning [_] [_] [_]
the Preferred Share Purchase Rights Plan.
--------------------------------------------------------------------------------
I plan to attend the annual meeting; please send admittance ticket. [_]
--------------------------------------------------------------------------------
Signature(s) Date
------------------------------------------ --------------------
Please sign exactly as name(s) appear(s) hereon. If acting as an executor,
administrator, trustee, guardian, etc., you should so indicate in signing. If
the shareholder is a corporation, please sign the full corporate name, by duly
authorized officer. If shares are held jointly, each shareholder named should
sign. Date and promptly return this card in the envelope provided.
--------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
[ART]
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 25, 1995
2:00 P.M. (CENTRAL DAYLIGHT SAVINGS TIME)
SHERATON CHICAGO HOTEL & TOWERS CITYFRONT CENTER
301 EAST NORTH WATER STREET
CHICAGO, ILLINOIS
You can avoid registration lines by obtaining tickets in advance. If you plan
to attend the Meeting, please mark the "I plan to attend the annual meeting"
box above, and return it in the enclosed preaddressed return envelope. You will
be mailed a ticket entitling admission for two people. If you desire additional
tickets, please call BankAmerica's Shareholder Relations Department at (415)
622-3530. Please note the meeting is in Chicago, Illinois.
<PAGE>
BANKAMERICA CORPORATION
PROXY/VOTING INSTRUCTION CARD
I appoint Richard M. Rosenberg, Michael J. Halloran and Cheryl Sorokin,
individually and together, proxies with full power of substitution, to vote all
of my BankAmerica Corporation common stock at the Annual Meeting of
Shareholders to be held at the Sheraton Chicago Hotel & Towers Cityfront
Center, 301 East North Water Street, Chicago, Illinois, on Thursday, May 25,
1995, at 2:00 p.m. and at any adjournment or postponement of the meeting. In
the absence of instructions from me my proxies will vote in accordance with the
Directors' recommendations on the reverse side of this card. My proxies may
vote according to their discretion on any other matter which may properly come
before the meeting. I may revoke this proxy prior to its exercise.
This card also provides voting instructions to the trustees of the
BankAmerishare Plan and the Seafirst Employee Matched Savings Plan for
participants with shares allocated to their accounts. The trustees will only
vote those plan shares for which voting instructions are received.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE OTHER SIDE OF THIS CARD.
. FOLD AND DETACH HERE .
<PAGE>
[ART]
BankAmerica endeavors to reduce costs wherever possible. As part of our
efforts to reduce costs and conserve resources, we have attempted to
streamline the mailing of our Annual Report so that only one copy will be
received by each shareholder household. You will continue to receive separate
proxy statements and cards for each account. Please note that if you also have
accounts with a broker or financial institution you will continue to receive
an Annual Report and proxy materials for such accounts.
Recycled paper is used for all the materials you received with this package,
including the envelopes.
Printed on recycled paper
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