WRITTEN CONSENT TO ACTION WITHOUT MEETING OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
BANKAMERICA CORPORATION
February 2, 1999
WHEREAS, the Board of Directors of BankAmerica Corporation
(the "Corporation") previously has authorized and approved the
issuance and sale for cash, at any time or from time to time, of
(i) its unsecured debt securities (the "Debt Securities"), (ii)
shares of its preferred stock, including depositary shares (the
"Preferred Stock") and (iii) shares of its Common Stock (the
"Common Stock"), (iv) warrants ("Warrants"), and (v) units
("Units") in one or more public offerings, $10,000,000,000 of
which securities have been registered with the Securities and
Exchange Commission (the "Commission") pursuant to the
Corporation's registration statement on Form S-3, Registration
No. 333-51367, as amended (the "May 98 Shelf"); and
WHEREAS, the Corporation has issued and sold pursuant to the
May 98 Shelf $450,000,000 of its Debt Securities in underwritten
public offerings and has presently reserved up to $5,000,000,000 of
Debt Securities for a medium-term note program, leaving an
additional $4,550,000,000 in aggregate principal amount of Debt
Securities, Preferred Stock, Common Stock, Warrants and Units
that may be issued and sold under the May 98 Shelf; and
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on April 22, 1998, this Committee was appointed by the Board
(the "Committee") with full authority to take action in
connection with the issuance of the Corporation's Debt Securities
(either senior or subordinated and including medium-term notes),
and Preferred Stock, Common Stock, Warrants and Units, including
those securities registered by the May 98 Shelf, (collectively,
the "Securities") to be offered at the times and on terms to be
determined by the Committee; and
WHEREAS, no stop order suspending the effectiveness of the
above described Registration Statement has been received by the
Corporation and no proceedings for that purpose have been
instituted or threatened against the Corporation; and
WHEREAS, the Committee has determined that issuing a series
of its senior notes is advisable and in the Corporation's best
interests which series shall initially be in the principal amount
of $1,500,000,000.
AUTHORIZATION OF SENIOR NOTES
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on April 22, 1998 and the terms
and provisions of the Indenture between the Corporation and U.S.
Bank Trust National Association, as successor trustee to
BankAmerica National Trust Company, as trustee (the "Trustee"),
dated as of January 1, 1995 (the "Indenture"), the Corporation
shall issue a series of its senior unsecured indebtedness in the
form of its 5 7/8% Senior Notes, due 2009, which series of senior
notes shall be designated 5 7/8% Senior Notes, due 2009 (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Indenture;
RESOLVED FURTHER, that the amount of this series of Notes
shall be initially limited to $1,500,000,000 (the "Initial
Series"), but may be increased upon delivery of a supplemental
Officers Certificate setting forth the terms of such additional
amount;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 5 7/8% per annum, which interest shall accrue from
February 8, 1999 and be payable semiannually on February 15, and
August 15, commencing August 15, 1999; and the record date for
the interest payable shall be the close of business on the last
day of the calendar month next preceding each interest payment
date;
RESOLVED FURTHER, that the maturity date of the Notes shall
be February 15, 2009.
RESOLVED FURTHER, that, with respect to the Notes, a
"Business Day" shall mean any day, other than a Saturday or
Sunday or a legal holiday in New York, New York or Charlotte,
North Carolina, that is not a day on which banking institutions
in New York, New York, or Charlotte, North Carolina are
authorized or required by law or regulation to be closed;
RESOLVED FURTHER, that the Initial Series of Notes shall be
sold to NationsBanc Montgomery Securities LLC and the other
Underwriters (as named in the Underwriting Agreement hereinafter
described) (the "Underwriters"), pursuant to the terms of the
Underwriting Agreement, who the Committee understands will
reoffer the Notes for sale in a public offering;
RESOLVED FURTHER, that except in those situations in which
the Corporation may become obligated to pay Additional Amounts
(as described herein), the Notes shall not be eligible for
redemption or entitled to any sinking fund and shall not be
subject to the provisions of Sections 14.02 and 14.03 of the
Indenture;
RESOLVED FURTHER, that the Initial Series of Notes shall be
sold to the Underwriters on February 8, 1999, at a price of
98.669% of the principal amount, and initially offered to the
public at a price of 99.319% of the principal amount;
RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Initial Series of
Notes to certain dealers at the initial public offering price,
less a concession not in excess of .40% of the principal amount
of the Notes, and that the Underwriters may allow, and such
dealers may reallow, a concession not in excess of .25% of such
principal amount on sales to other dealers;
RESOLVED FURTHER, that the Notes shall be issued as
Registered Securities (as defined in the Indenture) initially in
book-entry only form, represented by one or more global notes
registered in the name of The Depository Trust Company, or its
nominee, and eligible to trade through the facilities of Cedel
Bank, societe anonyme and Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System, in
the manner requested by the Representatives (as defined in the
Underwriting Agreement), in denominations of $1,000 or integral
multiples thereof, and shall be dated the date of authentication
and delivery of the Initial Series of Notes, which date shall
occur on or about February 8, 1999 and the form of registered
note presented to this Committee and attached to the minutes
hereof as Exhibit A, together with such modifications as are
appropriate to reflect the determinations of the Committee, is
hereby in all respects approved;
RESOLVED FURTHER, that the Notes shall be executed in the
name of and on behalf of the Corporation by the Chief Executive
Officer, or any Senior or other Vice President, the corporate
seal thereon shall be attested by the Secretary or any Assistant
Secretary, and the signatures of the Chief Executive Officer, any
Vice President, the Secretary and any Assistant Secretary may be
in the form of facsimile signatures of the present or any future
Chief Executive Officer, Vice President, Secretary or Assistant
Secretary, and should any officer of the Corporation who signs,
or whose facsimile signature appears upon, any of the Notes,
cease to be such an officer prior to the issuance of such Notes,
the Notes so signed or bearing such facsimile signature shall,
nevertheless, be valid, and, without prejudice to the use of the
facsimile signatures of any other officer as hereinbefore
authorized, the facsimile signatures of Hugh L. McColl, Jr.,
Chief Executive Officer of the Corporation, John E. Mack, Senior
Vice President, James W. Kiser, Secretary of the Corporation, and
Allison Gilliam, Assistant Secretary, are hereby expressly
approved and accepted;
RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the Chief Executive Officer, the Chief Financial
Officer, any Senior Vice President or any Associate General
Counsel of the Corporation (each, an "Authorized Officer") be,
and each of them is, hereby authorized and empowered to cause the
Notes, upon execution thereof, to be delivered to the Trustee
under the Indenture, or to any agent designated by the Trustee,
for authentication and delivery by it and to deliver to said
Trustee or agent thereof, as the case may be, the written order
of the Corporation for the authentication and delivery of the
Notes and to negotiate, execute and deliver any and all
agreements and other documents and certificates necessary in
connection with the issuance, sale and delivery of the Notes;
RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York hereby
initially is appointed the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes (the
"Paying Agent"), and authorized to be appointed by the Trustee as
authenticating agent, and that the corporate trust office of the
Paying Agent located at 101 Barclay Street, New York, New York
10286, hereby is designated, pursuant to the provisions of the
Indenture, as the office or agency of the Corporation where the
Notes may be presented for registration, transfer, exchange and
payment, and any Authorized Officer or other proper officer of
the Corporation is hereby authorized and empowered to execute and
deliver any documents required by the Trustee under the
Indenture, or by the Paying Agent, with respect to such
appointment of The Bank of New York, or any other person as any
Authorized Officer shall determine, as Paying Agent for the
Corporation;
RESOLVED FURTHER, that whenever the Trustee or Paying Agent,
in its capacity as such, shall deem it expedient, it may apply to
counsel for the Corporation for advice or instructions, and, for
its actions and good faith in such capacity, including, but not
limited to, action in reliance on such advice or instructions or
on advice of its own counsel, the Corporation shall fully protect
and hold harmless that agent from and against any liability;
RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver, and this
Committee hereby approves, the underwriting agreement (the
"Underwriting Agreement"), dated as of February 2, 1999 among the
Corporation and the Representatives (as defined therein), in the
form presented to the Committee and attached to the minutes
hereof as Exhibit B, relating, among other things, to the sale of
the Initial Series of Notes and to the indemnification of and
contribution to the Underwriters, and such Underwriting Agreement
shall be, and it hereby is, in all respects authorized and
approved, the execution thereof being conclusive evidence of such
approval;
RESOLVED FURTHER, that the listing of the Notes on the
Luxembourg Stock Exchange (the "LSE") is hereby authorized (but
shall not be required) and the appointment of Banque Generale du
Luxembourg as listing agent for such listing purposes is hereby
ratified, confirmed and approved;
RESOLVED FURTHER, that the officers of the Corporation,
including John E. Mack, Senior Vice President, and Melanie S.
Hood, Vice President, or any other Authorized Officer be, and
they hereby are authorized to take any and all steps necessary or
desirable to accomplish the LSE listing (or to withdraw such
application), including the preparation and filing of all
requisite applications, fee agreements and documents and the
payment of all applicable fees and expenses;
RESOLVED FURTHER, that the Corporation shall pay as
additional interest on the Notes such additional amounts
("Additional Amounts") as may be necessary in order that the net
payment by the Corporation of the principal of and interest on
the Notes to a holder who is a Non-United States Person (as
hereinafter defined), after deduction for any present or future
tax, assessment or governmental charge of the United States, or
a political subdivision or authority thereof or therein, imposed
by withholding with respect to the payment, will not be less than
the amount provided for in such Note to be then due and payable;
provided, however, that the foregoing obligation to pay
Additional Amounts shall not apply to:
(i) any tax, assessment or other governmental charge which
would not have been so imposed but for:
(a) the existence of any present or former connection
between such holder (or between a fiduciary, settlor,
beneficiary, member or stockholder of, or a person holding a
power over, such holder, if such holder is an estate, trust,
partnership or corporation) and the United States,
including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, member, stockholder or
person holding a power) being or having been a citizen or
resident or treated as a resident thereof or being or having
been engaged in a trade or business therein or being or
having been present therein or having or having had a
permanent establishment therein;
(b) such holder's present or former status as a
personal holding company, foreign personal holding company,
passive foreign investment company, private foundation or
other tax-exempt entity or controlled foreign corporation
for United States tax purposes or a corporation which
accumulates earnings to avoid United States federal income
tax; or
(c) such holder's status as a bank extending credit
pursuant to a loan agreement entered into in the ordinary
course of business;
(ii) any tax, assessment or governmental charge that would
not have been imposed or withheld but for the failure of the
holder to comply with certification, identification or
information reporting requirements under United States income tax
laws, without regard to any tax treaty, with respect to the
payment, concerning the nationality, residence, identity or
connection with the United States of the holder or a beneficial
owner of such Note, if such compliance is required by United
States income tax laws, without regard to any tax treaty, as a
precondition to relief or exemption from such tax, assessment or
governmental charge;
(iii) any tax, assessment or governmental charge that
would not have been so imposed or withheld but for the
presentation by the holder of such Note for payment on a date
more than 30 days after the date on which such payment became due
and payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(iv) any estate, inheritance, gift, sales, transfer, excise,
wealth or personal property tax or any similar tax, assessment or
governmental charge;
(v) any tax, assessment or governmental charge which is
payable otherwise than by withholding by the Corporation or the
Trustee from the payment of the principal of or interest on any
Note;
(vi) any tax, assessment or governmental charge required to
be withheld from such payment of principal of or interest on any
Note, if such payment can be made without such withholding or any
liability on the part of the Corporation;
(vii) any tax, assessment or other governmental charge
imposed on interest received by a person holding, actually or
constructively, 10% or more of the total combined voting power of
all classes of stock of the Corporation entitled to vote; or
(viii) any combination of items (i), (ii), (iii), (iv),
(v), (vi) or (vii);
nor shall Additional Amounts be paid with respect to any payment
of the principal of or interest on any Note to a person other
than the sole beneficial owner of such payment or that is a
partnership or fiduciary to the extent such beneficial owner,
member of such partnership or beneficiary or settlor with respect
to such fiduciary would not have been entitled to the payment of
Additional Amounts had such beneficial owner, member, beneficiary
or settlor held its interest in the Note directly.
"Non-United States Person" means any holder of the notes
other than a United States person. A "United States Person"
means a citizen or resident of the United States, a corporation
or a partnership (or other entity treated as a corporation or
partnership for federal income tax purposes, including certain
limited liability companies) created or organized under the laws
of the United States, an estate the income of which is subject to
United States federal income tax regardless of its source, or a
trust for which one or more United States persons have the
authority to control all substantial decisions and for which a
court of the United States can exercise primary supervision over
the trust's administration.
RESOLVED FURTHER, that the Notes may be redeemed at the
option of the Corporation in whole, but not in part, at any time,
on giving not less than 30 nor more than 60 days' notice to the
Trustee and the holders of the Notes, if the Corporation has or
may become obliged to pay Additional Amounts as a result of any
change in, or amendment to, the laws or regulations of the United
States or any political subdivision or any authority thereof or
therein having power to tax, or any change in the application or
official interpretation of such laws or regulations after the
date of the Global Prospectus Supplement;
Prior to the publication of any notice of redemption, the
Corporation shall deliver to the Trustee a certificate signed by
the Chief Financial Officer or a Senior Vice President of the
Corporation stating that the Corporation is entitled to effect
such redemption and setting forth a statement of facts showing
the conditions precedent to the right to redeem;
Notes so redeemed will be redeemed at 100% of their
principal amount together with interest accrued to (but
excluding) the date of redemption;
RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to take all steps deemed necessary by
such officer to issue and sell the Initial Series and to increase
the amount of issued and outstanding Notes of this series, such
actions to include delivery of appropriate Officers Certificates
and Company Orders; the execution and delivery of additional
Notes; the selection of one or more underwriters and the
negotiation, execution and delivery of an appropriate
Underwriting Agreement; the preparation of necessary amendments
or supplements to the Prospectus Supplement for the Notes; and
the execution and delivery of necessary closing documents; and
RESOLVED FURTHER, that each of the officers of the
Corporation hereby is authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.