AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 13, 1996 FILE NO. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANKAMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-1681731
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
BANK OF AMERICA CENTER
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
BANKAMERICA DEFERRED
COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
CHERYL SOROKIN
BANKAMERICA CORPORATION
BANK OF AMERICA CENTER
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE: 415/622-3530
(NAME, ADDRESS AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED
TO BE REGISTERED REGISTERED MAXIMUM MAXIMUM AMOUNT OF
OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE OFFERING FEE
PRICE (2)
===============================================================================
DEFERRED
COMPENSATION $100,000,000 100% $100,000,000 $30,303.03
OBLIGATIONS (1)
===============================================================================
(1) THE DEFERRED COMPENSATION OBLIGATIONS ARE GENERAL UNSECURED OBLIGATIONS OF
BANKAMERICA CORPORATION TO PAY DEFERRED COMPENSATION IN THE FUTURE TO
PARTICIPATING MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED
EMPLOYEES IN ACCORDANCE WITH THE TERMS OF THE BANKAMERICA DEFERRED
COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997).
(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION
FEE.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to eligible employees as specified in Rule 428(b)(1) under
the Securities Act of 1933, as amended. Such document(s) and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
BankAmerica Corporation ("BAC") incorporates by reference into this
Registration Statement the following documents: (i) BAC's annual report on Form
10-K for the year ended December 31, 1995; (ii) BAC's quarterly report on Form
10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30,
1996; and (iii) BAC's reports on Form 8-K dated January 17, 1996, February 5,
1996, March 4, 1996, April 17, 1996, July 17, 1996 and October 16, 1996.
All reports and definitive proxy or information statements filed by BAC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement, and
prior to the termination of the offering of the securities registered pursuant
to this Registration Statement, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed incorporated herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
Item 4. Description of Securities.
-------------------------
The BankAmerica Deferred Compensation Plan (as amended and restated
effective January 1, 1997) (the "Plan") provides a select group of management or
highly compensated employees of BAC and certain of its subsidiaries and
affiliates (the "Eligible Employees") with the opportunity to defer the receipt
of certain pre-tax cash compensation. The obligations of BAC under the Plan (the
"Deferred Compensation Obligations") will be general unsecured obligations of
BAC to pay deferred compensation in the future to participating Eligible
Employees (the "Participants") in accordance with the terms of the Plan from the
general assets of BAC, and will rank pari passu with other unsecured and
unsubordinated indebtedness of BAC from time to time outstanding. Because BAC is
a holding company, the rights of creditors of BAC (including Participants in the
Plan) to participate in any distribution of the assets of any subsidiary upon
its liquidation or reorganization will be subject to the claims of creditors of
the subsidiary, which will take priority except to the extent that claims of BAC
itself as a creditor of the subsidiary may be recognized. There are also various
legal limitations on the extent to which bank subsidiaries of BAC may pay
dividends, extend credit or otherwise supply funds to BAC or various of its
affiliates.
Each Participant may elect to defer 5% to 50% of his or her base salary, as
well as 5% to 90% of his or her annual eligible bonus and incentive award.
Each Participant may choose a rate of return for his or her deferred
compensation that mirrors the rates of return for the investment funds available
under the BankAmerica 401(k) Investment Plan. Thus, while each Participant's
deferred compensation account balance increases or decreases based on the
performance of the funds chosen, his or her account balance is not actually
invested in those funds. Rather, the Participant earns a "mirror" rate of return
based on the performance of the funds chosen.
The Deferred Compensation Obligations are payable in cash. With certain
exceptions, Deferred Compensation Obligations will be paid after the
Participant's employment within BAC ends based on a prior election made by the
Participant. The Participant may elect to receive (i) a single payment to be
made within 60 days of the date employment ends; (ii) a single payment to be
made within the first 60 days of the first, second or third calendar year
immediately following the calendar year in which employment ends; or (iii) up to
fifteen annual installment payments commencing within the first 60 days of the
first, second or third calendar year immediately following the calendar year in
which employment ends.
No amount payable under the Plan shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, hypothecation,
charge, attachment, garnishment, execution, or levy of any kind or any other
process of law, voluntary or involuntary. Any attempt to dispose of any rights
to benefits payable under the Plan shall be void. Notwithstanding the preceding
sentence, (i) the participating employers under the Plan shall have the right to
offset from a Participant's unpaid amounts under the Plan any amounts due and
owing from the Participant to the extent permitted by law; and (ii) a spouse or
former spouse may be able to claim an interest in a Participant's deferred
compensation payments under a domestic relations order issued by a court.
The Deferred Compensation Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates selected by the
Participants. However, BAC reserves the right to amend or terminate the Plan at
any time, except that no such amendment or termination shall reduce the amount
credited to the Participants' deferred compensation account balances as of the
date of such amendment or termination.
The Deferred Compensation Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of
BAC. No trustee has been appointed having authority to take action with respect
to the Deferred Compensation Obligations, and each Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests for consents, waivers or
amendments pertaining to the Deferred Compensation Obligations, enforcing
covenants and taking action upon a default.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
the Certificate of Incorporation of BAC provides that a director of BAC shall
not be personally liable to BAC or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to BAC or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
law or (iv) for any transaction from which the director derives any improper
personal benefit. The Certificate of Incorporation further provides that, if the
Delaware General Corporation Law is amended to further eliminate or limit the
personal liability of directors, then the liability of a director of BAC shall
be eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended, without further stockholder action.
As authorized by Section 145 of the Delaware General Corporation Law, the
By-laws of BAC provide for indemnification of directors and officers in certain
cases. A director or officer of BAC (i) must be indemnified by BAC for all
expenses of litigation or other legal proceedings when he or she is successful
on the merits or otherwise in such litigation or proceedings, (ii) must be
indemnified by BAC for the expenses, judgments, fines and amounts paid in
settlement of litigation or proceedings (other than a derivative action), even
if he or she is not successful, if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
BAC (and, in the case of criminal proceedings, had no reasonable cause to
believe his or her conduct was not lawful) and (iii) must be indemnified by BAC
for expenses of a derivative action, even if he or she is not successful, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of BAC, provided that no indemnification
may be made in the case of a derivative action if the person is judged liable to
BAC, unless a court determines that, despite such adjudication but in view of
the circumstances, such person is entitled to indemnification of such expenses.
The By-laws of BAC further provide that BAC may purchase insurance on behalf
of its directors and officers, whether or not it would have the power to
indemnify them against such liability.
There is directors' and officers' liability insurance presently outstanding
which insures directors and officers of BAC and certain of its subsidiaries. The
policies cover losses for which BAC or any of such subsidiaries shall be
required or permitted by law to indemnify directors and officers and which
result from claims made against such directors or officers based upon the
commission of wrongful acts in the performance of their duties. The policies
also cover losses which the directors or officers must pay as the result of
claims brought against them based upon the commission of wrongful acts in the
performance of their duties and for which they are not indemnified by BAC or any
of such subsidiaries. The losses covered by the policies are subject to certain
exclusions and do not include fines or penalties imposed by law or other matters
uninsurable under the law. The policies contain certain provisions regarding
deductibles.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number Exhibit Description
- ------- -------------------
5 Opinion of Counsel
23.1 Consent of Independent Auditors, Ernst & Young LLP
23.2 Consent of James N. Roethe, Counsel (included in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of San Francisco, and the State of
California, on this 13th day of November, 1996.
BANKAMERICA CORPORATION
(Registrant)
By: /s/ KATHLEEN J. BURKE
-------------------------------------
(Kathleen J. Burke, Vice Chairman and
Personnel Relations Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this 13th day of November, 1996
by the following persons in the capacities indicated.
Signature Title
- --------- -----
PRINCIPAL EXECUTIVE OFFICER:
*David A. Coulter Chairman of the Board and Chief
Executive Officer
PRINCIPAL FINANCIAL OFFICER:
*Michael E. O'Neill Vice Chairman and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*John J. Higgins Executive Vice President and
Chief Accounting Officer
DIRECTORS:
(A MAJORITY OF THE MEMBERS OF
THE BOARD OF DIRECTORS:)
*JOSEPH F. ALIBRANDI Director
*JILL E. BARAD Director
*PETER B. BEDFORD Director
*ANDREW F. BRIMMER Director
*RICHARD A. CLARKE Director
*DAVID A. COULTER Director
*TIMM F. CRULL Director
*KATHLEEN FELDSTEIN Director
*DONALD E. GUINN Director
*FRANK L. HOPE, JR. Director
*IGNACIO E. LOZANO, JR. Director
*WALTER E. MASSEY Director
*JOHN M. RICHMAN Director
*RICHARD M. ROSENBERG Director
*A. MICHAEL SPENCE Director
*SOLOMON D. TRUJILLO Director
*By:/s/ WILLIE C. BOGAN
-------------------------------------
Willie C. Bogan, Attorney-in-Fact
Dated: November 13, 1996
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
- ------- -------------------
5 Opinion of Counsel
23.1 Consent of Independent Auditors, Ernst & Young LLP
23.2 Consent of James N. Roethe, Counsel (included in Exhibit 5)
24 Powers of Attorney
BANKAMERICA CORPORATION
Box 37000
San Francisco, CA 94137
November 13, 1996
JAMES N. ROETHE
Executive Vice President
and General Counsel
Legal Department North 3017
(415) 622-2845
Fax (415) 953-0944
Members of the Board of Directors
BankAmerica Corporation
Bank of America Center
555 California Street
San Francisco, CA 94104
Dear Board Members:
I am the Executive Vice President and General Counsel of BankAmerica
Corporation ("BAC") and in that capacity I have acted as counsel for BAC in
connection with the registration under the Securities Act of 1933, as amended,
of $100,000,000 of Deferred Compensation Obligations, which represent general
unsecured obligations of BAC to pay deferred compensation in the future to
participating members of a select group of management or highly compensated
employees in accordance with the terms of the BankAmerica Deferred Compensation
Plan (as amended and restated effective January 1, 1997) (the "Plan"). Such
registration is pursuant to a Registration Statement on Form S-8 relating to the
Plan (the "Registration Statement"), which is to be filed by BAC with the
Securities and Exchange Commission on November 13, 1996.
I have examined or caused to be examined such corporate records, certificates
and other documents and such questions of law as I have considered necessary or
appropriate for the purposes of this opinion.
On the basis of such examination, it is my opinion that:
1. The Deferred Compensation Obligations, when issued in the manner
contemplated by the Plan, will be the valid and binding obligations of BAC,
enforceable against BAC in accordance with their terms, except as the same may
be limited by bankruptcy, insolvency, reorganization or other similar laws
relating to or affecting the enforcement of creditors' rights generally and by
general principles of equity; and
2. The provisions of the Plan comply with the requirements of ERISA (i.e.,
the Employee Retirement Income Security Act of 1974) pertaining to such
provisions.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Sincerely yours,
/s/ JAMES N. ROETHE
------------------------
James N. Roethe
Executive Vice President
and General Counsel
CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated November 13, 1996 pertaining to the BankAmerica Deferred
Compensation Plan (as amended and restated effective January 1, 1997) of our
report dated January 16, 1996 with respect to the consolidated financial
statements and schedules of BankAmerica Corporation incorporated by reference in
its Annual Report on Form 10-K for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
San Francisco, California
November 13, 1996
Exhibit 24.a.
POWER OF ATTORNEY
-----------------
The undersigned, the Chief Financial Officer of BankAmerica Corporation,
hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C.
Bogan and Judith A. Boyle, and each of them, his attorneys-in-fact, each with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and all amendments (including post-effective amendments) thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 6, 1996
/s/ MICHAEL E. O'NEILL
----------------------
Michael E. O'Neill
[Principal Financial Officer-Employee Benefit Plans]
<PAGE>
Exhibit 24.b.
POWER OF ATTORNEY
-----------------
The undersigned, the Chief Executive Officer and a Director of BankAmerica
Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic,
Willie C. Bogan and Judith A. Boyle, and each of them, his attorneys-in-fact,
each with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerishare
Plan, the Management Incentive Stock Plan, the 1992 and 1987 Management Stock
Plans, Stock Option Plan B, and all amendments (including post-effective
amendments) thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 6, 1996
/s/ DAVID A. COULTER
--------------------
David A. Coulter
[Principal Executive Officer-Employee Benefit Plans]
<PAGE>
Exhibit 24.c.
POWER OF ATTORNEY
-----------------
The undersigned, an Executive Vice President and the Chief Accounting
Officer of BankAmerica Corporation, hereby constitutes and appoints Cheryl
Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of
them, his attorneys-in-fact, each with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign registration
statements under the Securities Act of 1933 relating to employee benefit plans
of this Corporation and/or any participating subsidiaries, including, but not
limited to, the BankAmerishare Plan, the Management Incentive Stock Plan, the
1992 and 1987 Management Stock Plans, Stock Option Plan B, and all amendments
(including post-effective amendments) thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: November 8, 1996
/s/ JOHN J. HIGGINS
--------------------
John J. Higgins
[Financial Controller-Employee Benefit Plans]
<PAGE>
Exhibit 24.d.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 6, 1996
/s/ JOSEPH F. ALIBRANDI
-----------------------
Joseph F. Alibrandi
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.e.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 6, 1996
/s/ JILL E. BARAD
------------------
Jill E. Barad
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.f.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 6, 1996
/s/ PETER B. BEDFORD
--------------------
Peter B. Bedford
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.g.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 5, 1996
/s/ ANDREW F. BRIMMER
---------------------
Andrew F. Brimmer
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.h.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 2, 1996
/s/ RICHARD A. CLARKE
----------------------
Richard A. Clarke
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.i.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 5, 1996
/s/ TIMM F. CRULL
-----------------
Timm F. Crull
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.j.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 3, 1996
/s/ KATHLEEN FELDSTEIN
----------------------
Kathleen Feldstein
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.k.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 2, 1996
/s/ DONALD E. GUINN
-------------------
Donald E. Guinn
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.l.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 5, 1996
/s/ FRANK L. HOPE, JR.
-----------------------
Frank L. Hope, Jr.
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.m.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 4, 1996
/s/ IGNACIO E. LOZANO, JR.
--------------------------
Ignacio E. Lozano, Jr.
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.n.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 6, 1996
/s/ Walter E. Massey
--------------------
Walter E. Massey
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.o.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 3 , 1996
/s/ JOHN M. RICHMAN
-------------------
John M. Richman
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.p.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 1, 1996
/s/ RICHARD M. ROSENBERG
-------------------------
Richard M. Rosenberg
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.q.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: February 4, 1996
/s/ A. MICHAEL SPENCE
---------------------
A. Michael Spence
[Directors-Employee Benefit Plans]
<PAGE>
EXHIBIT 24.r.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1997.
Dated: May 24, 1996
/s/ SOLOMON D. TRUJILLO
-----------------------
Solomon D. Trujillo
[Directors-Employee Benefit Plans]
