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