As filed with the Securities and Exchange Commission
on May 21, 1998 File No.
- --------------------------------------------------------------------------------
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
================================================================================
Proposed Proposed
maximum maximum
offerring aggregate
Title of securities Amount to be price per offering Amount of
to be registered registered(1) share(2) price(2) registration fee
- --------------------------------------------------------------------------------
Common Stock,
$1.5625
par value 10,666,960 shares $82.9375 $884,690,995 $260,983.84
================================================================================
(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, 1998 under the program may be exercised.
================================================================================
<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, BankAmerica Corporation
incorporates by reference (a) the contents of BankAmerica Corporation's
Registration Statement on Form S-8 (File No. 333-16477) as filed with the
Securities and Exchange Commission ("SEC") on November 20, 1996, and (b) the
description of the common stock set forth in the Registration Statement as
filed with the SEC on Form 8-A dated May 25, 1976 (as amended by Forms 8 dated
June 14, 1976, August 18, 1976 and September 10, 1976), except as any of the
foregoing may be modified by the information set forth herein. This
Registration Statement is being filed to register 10,666,960 additional shares
of BankAmerica Corporation common stock in respect of stock options and stock
appreciation rights awarded on May 19, 1998 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 Independent Accountants, Price Waterhouse LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
<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 21st day of May, 1998.
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 21st day of May, 1998 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
*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 21, 1998
<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 Independent Accountants, Price Waterhouse LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
[BANKAMERICA CORPORATION LETTERHEAD]
EXHIBIT 5
BankAmerica Corporation
Box 37000
San Francisco, CA 94137
May 21, 1998
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 10,666,960 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 21, 1998.
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
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated May 21, 1998 pertaining to Take Ownership! The BankAmerica Global
Stock Option Program of our report dated January 20, 1998 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,
1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
ERNST & YOUNG LLP
San Francisco, California
May 21, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration State-
ment on Form S-8 dated May 21, 1998 of (i) our report dated January 9, 1998,
which is included on page 46 of NationsBank Corporation's Annual Report on Form
10-K for the year ended December 31, 1997, and which relates to the consolidated
financial statements of NationsBank Corporation included in such Form 10-K that
are incorporated by reference in BankAmerica Corporation's Current Report on
Form 8-K/A-2 dated April 10, 1998 and (ii) our report dated April 13, 1998,
which is included on page 75 of NationsBank Corporation's Current Report on
Form 8-K dated January 9, 1998 and filed with the Securities and Exchange
Commission on April 16, 1998, and which relates to the consolidated financial
statements of NationsBank Corporation included in such Form 8-K that are
incorporated in BankAmerica Corporation's Current Report on Form 8-K/A-2 dated
April 10, 1998.
/s/ PRICE WATERHOUSE LLP
- -------------------------
PRICE WATERHOUSE LLP
Charlotte, North Carolina
May 21, 1998
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 Venrice R. Palmer, 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, the BankAmerica Corporation
Performance Equity Program (or any other 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, 1999.
Dated: 2/2, 1998
/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 Venrice R. Palmer, 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, the BankAmerica Corporation
Performance Equity Program (or any other 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, 1999.
Dated: 2/2, 1998
/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 Venrice R. Palmer, 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, the BankAmerica Corporation
Performance Equity Program (or any other 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, 1999.
Dated: February 2, 1998
/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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 1/28, 1998
/s/ JOSEPH F. ALIBRANDI
------------------------
Joseph F. Alibrandi
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 2/1, 1998
/s/ PETER B. BEDFORD
---------------------
Peter B. Bedford
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: Jan 29, 1998
/s/ RICHARD A. CLARKE
----------------------
Richard A. Clarke
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 2/2, 1998
/s/ TIMM F. CRULL
------------------
Timm F. Crull
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 2/2, 1998
/s/ KATHLEEN FELDSTEIN
-----------------------
Kathleen Feldstein
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 1-30, 1998
/s/ DONALD E. GUINN
--------------------
Donald E. Guinn
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 1/30/, 1998
/s/ FRANK L. HOPE, JR.
-----------------------
Frank L. Hope, Jr.
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 2/2, 1998
/s/ WALTER E. MASSEY
---------------------
Walter E. Massey
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Date: Jan. 29, 1998
/s/ JOHN M. RICHMAN
--------------------
John M. Richman
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 2/2, 1998
/s/ RICHARD M. ROSENBERG
-------------------------
Richard M. Rosenberg
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 2/2, 1998
/s/ A. MICHAEL SPENCE
----------------------
A. Michael Spence
[Director-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
Venrice R. Palmer, 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, the BankAmerica Corporation Performance Equity Program (or
any other 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, 1999.
Dated: 2/2, 1998
/s/ SOLOMON D. TRUJILLO
------------------------
Solomon D. Trujillo
[Director-Employee Benefit Plans]
