As filed with the Securities and Exchange Commission
on November 20, 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)
Take Ownership! The BankAmerica
Global Stock Option Program
(Full title of the plan)
Cheryl Sorokin
BankAmerica Corporation
Bank of America Center
555 California Street
San Francisco, California 94104
Telephone: 415/622-3530
(Name, Address and Telephone Number
of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of securities Amount to be Proposed Proposed
to be registered registered maximum maximum Amount of
(1) offering price aggregate registration
per share (2) offering fee
price (2)
================================================================================
Common Stock,
$1.5625 par value 5,229,280 $95.187 $497,759,475.40 $150,836.20
(3)
================================================================================
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this
Registration Statement also covers an additional indeterminate number of
shares which by reason of certain events specified in the program may
become subject to the program.
(2) In accordance with Rule 457(h), the offering price per share of
common stock is the price at which the stock options awarded under the
program may be exercised.
(3) Each share of common stock registered pursuant to this
Registration Statement includes a preferred share purchase right.
===============================================================================
<PAGE>
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.
-------------------------
Not applicable.
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.
II-2
<PAGE>
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
II-3
<PAGE>
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.
II-4
<PAGE>
(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.
II-5
<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 20th 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 20th 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 20, 1996
II-6
<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
II-7
[BANKAMERICA CORPORATION LETTERHEAD]
BankAmerica Corporation
Box 37000
San Francisco, CA 94137
November 20, 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 5,229,280 shares of BAC common stock, $1.5625 par value (the
"Common Stock"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") relating to Take Ownership! The BankAmerica Global
Stock Option Program (the "Program"). The Registration Statement is to be
filed by BAC with the Securities and Exchange Commission on or about November
20, 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 the Common Stock,
when issued in the manner contemplated by the Registration Statement and the
Program, will be duly authorized, validly issued, fully paid and
nonassessable.
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
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated November 20, 1996 pertaining to Take Ownership! The
BankAmerica Global Stock Option Program 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
San Francisco, California
November 20, 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]
