CONTINENTAL BANK CORP, 8-K, 1994-03-17

CONTINENTAL BANK CORP
8-K, 1994-03-17
NATIONAL COMMERCIAL BANKS

Previous: CONAGRA INC /DE/, S-3/A, 1994-03-17

Next: CROSS A T CO, DEF 14A, 1994-03-17

<PAGE>
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

March 11, 1994
----------------
(Date of earliest event reported)

Continental Bank Corporation
----------------------------
(Exact name of registrant as specified in its charter)

Delaware
----------
(State or other jurisdiction of incorporation)

<TABLE>
<S> <C>
1-5872 36-2664023
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
</TABLE>

231 South LaSalle Street, Chicago, Illinois 60697
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(312) 828-1614
- -----------------------------------------------------------------------------
(Registrant's telephone number, including area code)

Page 1

<PAGE>
Item 5. Other Events.

As reported on its current report on Form 8-K dated January 27, 1994
(earliest event reported), as filed with the Securities and Exchange Commission
on February 7, 1994, Continental Bank Corporation ("Continental" or
"registrant"), a Delaware corporation, and BankAmerica Corporation
("BankAmerica"), a Delaware corporation, have entered into an Agreement and Plan
of Merger dated as of January 27, 1994 (the "Agreement") pursuant to which
Continental will be merged with and into BankAmerica in a transaction in which
BankAmerica will be the surviving entity (such transaction, the "Merger").

BankAmerica and Continental have entered into a letter agreement dated
March 11, 1994 pursuant to which BankAmerica and Continental have agreed to
certain revisions and amendments to the Agreement. The revisions and amendments
to the Agreement are reflected in a Restated Agreement and Plan of Merger
between BankAmerica and Continental dated as of January 27, 1994 (the "Restated
Agreement"). One such amendment is the change, from twenty-five days to
thirty-five days, of the Mailing Date (as defined in the Restated Agreement)
prior to the anticipated effective date of the Merger of election forms pursuant
to which holders of common stock of Continental may elect to receive cash or
stock consideration in the Merger, with the result that the time during which
Continental stockholders must return such elections will expire five days prior
to the end of the Valuation Period (as defined in the Agreement) for the
determination of the Final BAC Stock Price (as defined in the Restated
Agreement). In addition, holders of Continental common stock who duly elect to
receive stock or cash consideration in the Merger may also elect to have their
share holdings divided into blocks of not less than 5,000 shares of Continental
common stock, with remaining shares being added to one of the designated blocks
of 5,000 shares, for purposes of the allocation of stock and cash consideration
in the Merger.

Under the Restated Agreement, as under the Agreement, Continental was
obligated to provide to BankAmerica certain disclosure schedules in form and
detail of presentation reasonably satisfactory to BankAmerica. The Restated
Agreement provides further that, for 10 business days after the date of receipt
by BankAmerica of such disclosure schedules, BankAmerica had the right, in its
sole discretion, to terminate the Restated Agreement. The 10 business day
period during which BankAmerica could exercise such right of termination with
respect to the Restated Agreement has expired, and BankAmerica did not exercise
such termination right.

Under the Restated Agreement, as under the Agreement, BankAmerica also
has the right to terminate the Restated Agreement during the 30 calendar day
period beginning after the date of receipt by BankAmerica of the disclosure
schedules if BankAmerica identifies any circumstances which, in the reasonable
judgment of BankAmerica's Board of Directors (including a committee thereof),
acting in good faith and with due regard for principles of fair dealing, could
(i) materially and adversely impact the reasonably expected financial or
business benefits to BankAmerica of the Merger, (ii) be inconsistent in any
material and adverse respect with any of the representations and warranties of
Continental contained in the Restated Agreement, (iii) materially and adversely
affect the business, operations, properties, financial condition, results of
operations or prospects of Continental and its subsidiaries on a consolidated
basis or (iv) deviate materially and adversely from Continental's financial
statements for the year or quarter ended

Page 2

<PAGE>
December 31, 1993. In addition, under certain other circumstances, BankAmerica
or Continental may terminate the Restated Agreement, as specified therein.

The Restated Agreement is attached as an exhibit to this report and is
incorporated herein by reference. The foregoing discussion of the Restated
Agreement does not purport to be a complete summary of the Restated Agreement
and is qualified in its entirety by reference to such exhibit.

Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.

The following exhibits are filed with this report:

<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
2 Restated Agreement and Plan of Merger between
BankAmerica Corporation and Continental Bank
Corporation, dated as of January 27, 1994 (without
exhibits, but with Appendix A)
</TABLE>

Page 3

<PAGE>
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CONTINENTAL BANK CORPORATION

by /s/ KEVIN J. HALLAGAN
----------------------------
Kevin J. Hallagan
Assistant Secretary

Dated: March 17, 1994.

Page 4

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2 Restated Agreement and Plan of Merger
between BankAmerica Corporation and Continental
Bank Corporation, dated as of January 27, 1994 (without
exhibits, but with Appendix A).
</TABLE>

<PAGE>

================================================================

RESTATED AGREEMENT AND PLAN OF MERGER

between

BANKAMERICA CORPORATION

and

CONTINENTAL BANK CORPORATION

______________

Dated as of January 27, 1994

================================================================

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I THE MERGER AND RELATED TRANSACTIONS . . . . . . . . . 2
1.1 Effective Time of the Merger . . . . . . . . . . . . . 2
1.2 Closing . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Effects of the Merger . . . . . . . . . . . . . . . . 2
1.4 Absence of Control . . . . . . . . . . . . . . . . . . 2

ARTICLE II CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . 2
2.1 Certain Definitions . . . . . . . . . . . . . . . . . . 2

ARTICLE III MANNER OF CONVERTING SHARES . . . . . . . . . . . . . 7
3.1 Conversion . . . . . . . . . . . . . . . . . . . . . . 7
3.2 Conversion of Continental Common Stock . . . . . . . . 9
3.3 Election Procedures . . . . . . . . . . . . . . . . . 10
3.4 Continental Termination Right; BAC Adjustment Right;
Cap on Final BAC Stock Price for Calculation of Per
Share Stock and Cash Consideration . . . . . . . . . . 12
3.5 Adjustments for Dilution and Other Matters . . . . . . 13
3.6 Illustrative Cases . . . . . . . . . . . . . . . . . . 14
3.7 Conversion of Dissenting Continental Stock . . . . . . 14

ARTICLE IV EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . 14
4.1 Exchange Procedures . . . . . . . . . . . . . . . . . 14
4.2 Voting and Dividends . . . . . . . . . . . . . . . . . 15
4.3 No Liability . . . . . . . . . . . . . . . . . . . . . 15
4.4 Withholding Rights . . . . . . . . . . . . . . . . . . 15

ARTICLE V REPRESENTATIONS AND WARRANTIES OF CONTINENTAL . . . . 16
5.1 Organization, Standing and Authority . . . . . . . . . 16
5.2 Capital Structure . . . . . . . . . . . . . . . . . . 16
5.3 Authority . . . . . . . . . . . . . . . . . . . . . . 18
5.4 SEC Documents . . . . . . . . . . . . . . . . . . . . 19
5.5 Information Supplied . . . . . . . . . . . . . . . . . 20
5.6 Compliance with Applicable Laws . . . . . . . . . . . 20
5.7 Other Activities of Continental and its Subsidiaries . 21
5.8 Litigation . . . . . . . . . . . . . . . . . . . . . . 21
5.9 Taxes . . . . . . . . . . . . . . . . . . . . . . . . 22
5.10 Tax Disclosure . . . . . . . . . . . . . . . . . . . . 22
5.11 Certain Agreements . . . . . . . . . . . . . . . . . . 22
5.12 Employee Benefit Plans; ERISA . . . . . . . . . . . . 23
5.13 Subsidiaries . . . . . . . . . . . . . . . . . . . . . 25
5.14 Agreements with Bank Regulators . . . . . . . . . . . 25
5.15 Absence of Certain Changes or Events . . . . . . . . . 25
5.16 Section 203 of the DGCL and Other State Takeover Laws
Not Applicable . . . . . . . . . . . . . . . . . . . . 26
5.17 Continental Rights Agreement . . . . . . . . . . . . . 26
5.18 Properties . . . . . . . . . . . . . . . . . . . . . . 26
5.19 Allowance for Credit Losses . . . . . . . . . . . . . 26
5.20 Tax and Certain Regulatory Matters . . . . . . . . . . 26
5.21 Material Contract Defaults . . . . . . . . . . . . . . 26
5.22 Insurance . . . . . . . . . . . . . . . . . . . . . . 27
5.23 Labor and Employment Matters . . . . . . . . . . . . . 27
5.24 Material Interests of Certain Persons . . . . . . . . 28
5.25 Registration Obligations . . . . . . . . . . . . . . . 28
5.26 Brokers and Finders . . . . . . . . . . . . . . . . . 28
5.27 Environmental Matters . . . . . . . . . . . . . . . . 28
5.28 Accounting Records . . . . . . . . . . . . . . . . . . 29
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
5.29 Undisclosed Liabilities . . . . . . . . . . . . . . . 29
5.30 Intellectual Property Rights . . . . . . . . . . . . . 29
5.31 Investment Securities . . . . . . . . . . . . . . . . 30
5.32 Loans . . . . . . . . . . . . . . . . . . . . . . . . 30
5.33 Interest Rate Risk Management Instruments . . . . . . 30
5.34 Compliance with Policies . . . . . . . . . . . . . . . 31

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BAC . . . . . . . . 31
6.1 Organization, Standing, and Authority . . . . . . . . . 31
6.2 Authorization of Merger and Related Transactions . . . 31
6.3 Financial Statements . . . . . . . . . . . . . . . . . 32
6.4 Information Supplied . . . . . . . . . . . . . . . . . 32
6.5 Capital Stock . . . . . . . . . . . . . . . . . . . . 32
6.6 Tax and Regulatory Matters . . . . . . . . . . . . . . 32
6.7 Brokers and Finders . . . . . . . . . . . . . . . . . 32
6.8 Allowance for Credit Losses . . . . . . . . . . . . . 33
6.9 Absence of Certain Changes or Events . . . . . . . . . 33
6.10 Litigation . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VII CONDUCT OF CONTINENTAL'S BUSINESSES . . . . . . . . . 33
7.1 Conduct of Business . . . . . . . . . . . . . . . . . 33
7.2 Forbearances . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VIII ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . 35
8.1 Access and Information . . . . . . . . . . . . . . . . 35
8.2 S-4; Regulatory Matters . . . . . . . . . . . . . . . 36
8.3 Stockholders' Approval . . . . . . . . . . . . . . . . 36
8.4 Other Offers . . . . . . . . . . . . . . . . . . . . . 36
8.5 Press Releases . . . . . . . . . . . . . . . . . . . . 37
8.6 Notice of Defaults . . . . . . . . . . . . . . . . . . 37
8.7 Miscellaneous Agreements and Consents . . . . . . . . 37
8.8 Indemnification . . . . . . . . . . . . . . . . . . . 37
8.9 Conversion of Stock Options; Restricted Stock . . . . 38
8.10 Certain Change of Control Matters . . . . . . . . . . 39
8.11 Termination Payment and Other Matters . . . . . . . . 39
8.12 Letter of Continental's Accountants . . . . . . . . . 40
8.13 Letter of BAC's Accountants . . . . . . . . . . . . . 40
8.14 Advice of Changes; Government Filings . . . . . . . . 40
8.15 Accounting Methods . . . . . . . . . . . . . . . . . . 41
8.16 Coordination of Dividends . . . . . . . . . . . . . . 41
8.17 Continental Accruals and Reserves . . . . . . . . . . 41
8.18 Affiliates . . . . . . . . . . . . . . . . . . . . . . 41
8.19 Additional Agreements . . . . . . . . . . . . . . . . 41
8.20 Intentionally Omitted . . . . . . . . . . . . . . . . 41
8.21 BAC Severance Benefits . . . . . . . . . . . . . . . . 41
8.22 Continental Benefit Plans . . . . . . . . . . . . . . 42
8.23 Continental Internal Audit Function; Peer Review . . . 42
8.24 Continental Dividend Reinvestment Plan . . . . . . . . 42
8.25 Execution and Delivery of Stock Option Agreement . . . 42

ARTICLE IX CONDITIONS . . . . . . . . . . . . . . . . . . . . . . 42
9.1 Conditions to Each Party's Obligation to Effect the
Merger . . . . . . . . . . . . . . . . . . . . . . . . 42
9.2 Conditions to Obligations of Continental to Effect the
Merger . . . . . . . . . . . . . . . . . . . . . . . . 43
9.3 Conditions to Obligations of BAC to Effect the Merger . 44

ARTICLE X TERMINATION AND AMENDMENT . . . . . . . . . . . . . . . 46
10.1 Termination . . . . . . . . . . . . . . . . . . . . . 46
10.2 Special BAC Rights of Termination . . . . . . . . . . 47

</TABLE>

-ii-

<PAGE>

<S> <C>
10.3 Effect of Termination . . . . . . . . . . . . . . . . 47
10.4 Non-Survival of Representations, Warranties and
Covenants Following the Effective Time . . . . . . . . 47
10.5 Termination Expenses. . . . . . . . . . . . . . . . . 47
10.6 Amendment . . . . . . . . . . . . . . . . . . . . . . 48
10.7 Extension; Waiver . . . . . . . . . . . . . . . . . . 48

ARTICLE XI GENERAL PROVISIONS . . . . . . . . . . . . . . . . . 48
11.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . 48
11.2 Entire Agreement . . . . . . . . . . . . . . . . . . . 48
11.3 Amendments . . . . . . . . . . . . . . . . . . . . . . 48
11.4 Waivers . . . . . . . . . . . . . . . . . . . . . . . 48
11.5 No Assignment . . . . . . . . . . . . . . . . . . . . 49
11.6 Notices . . . . . . . . . . . . . . . . . . . . . . . 49
11.7 Specific Performance . . . . . . . . . . . . . . . . . 50
11.8 Governing Law . . . . . . . . . . . . . . . . . . . . 50
11.9 Consent to Jurisdiction . . . . . . . . . . . . . . . 50
11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . 50
11.11 Captions . . . . . . . . . . . . . . . . . . . . . . . 50

</TABLE>

-iii-

<PAGE>
RESTATED AGREEMENT AND PLAN OF MERGER

This RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into
as of January 27, 1994 between BANKAMERICA CORPORATION, a Delaware corporation
("BAC"), and CONTINENTAL BANK CORPORATION, a Delaware corporation
("Continental"). This Agreement amends and restates that certain Agreement and
Plan of Merger, dated as of January 27, 1994, between BAC and Continental.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in Article II.

W I T N E S S E T H:

WHEREAS, BAC and Continental are registered bank holding companies under the
Bank Holding Company Act of 1956, as amended (the "BHCA"); and

WHEREAS, the Boards of Directors of BAC and Continental have concluded that
there would be substantial long-term benefits to both organizations and their
respective stockholders arising from a business combination resulting in a
strategic alliance between the equity owners of BAC and Continental, including
without limitation, the opening of important new geographic markets for both
BAC and Continental; and

WHEREAS, BAC believes that it would be advantageous to the future operations
of BAC and Continental that the headquarters of the United States corporate
banking division of BAC be located in the City of Chicago, State of Illinois,
following the business combination so that substantially all of the
administrative operations of such division as now conducted would be
headquartered in Chicago in combination with the similar operations of
Continental, and BAC intends to so relocate such operations of BAC after the
business combination; and

WHEREAS, as a condition and inducement to BAC's willingness to enter into
this Agreement, Continental and BAC are entering into immediately after the
execution and delivery hereof a Stock Option Agreement dated as of the date
hereof (the "Stock Option Agreement") pursuant to which Continental shall grant
to BAC an option to purchase shares of the Common Stock, par value $4 per
share, of Continental (the "Continental Common Stock"); and

WHEREAS, BAC and Continental desire to make certain representations,
warranties, covenants and agreements in connection with the transactions hereby
contemplated and to prescribe various conditions thereto; and

WHEREAS, pursuant to the terms and subject to the conditions of this
Agreement, BAC shall have the option to effect a business combination with
Continental by way of a merger of Continental with and into BAC, or by such
other means as are provided for herein (the "Merger"); and

WHEREAS, for federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization under the provisions of section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, the respective Boards of Directors of BAC and Continental have
resolved that the transactions described herein are in the best interests of
the parties and their respective stockholders and have approved the
transactions described herein.

NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein contained, the
parties hereby agree as follows:

-1-

<PAGE>
ARTICLE I

THE MERGER AND RELATED TRANSACTIONS

1.1 Effective Time of the Merger. Subject to the provisions of this
Agreement, a certificate of merger (the "Certificate of Merger") shall be duly
prepared, executed and acknowledged by the Surviving Corporation and thereafter
delivered to the Secretary of State of the State of Delaware for filing, as
provided in the Delaware General Corporation Law (the "DGCL"), as soon as
practicable on or after the Closing Date. The Merger shall become effective
upon the filing of the Certificate of Merger with the Secretary of State of the
State of Delaware or at such time thereafter as is provided in the Certificate
of Merger (the "Effective Time").

1.2 Closing. The closing of the Merger (the "Closing") will take place
at 10:00 a.m. on the first day which is (a) the last business day of a month
(unless BAC agrees to waive this clause (a), in which case it shall not be
applicable), (b) after satisfaction (or waiver) of the condition set forth in
Section 9.1(b), and (c) at least two business days after satisfaction (or
waiver) of each of the other conditions set forth in Section 9.1, and the
conditions set forth in Sections 9.2(b) and 9.3(b) (other than the delivery of
the certificates referred to in Sections 9.2(b) and 9.3(b)) (provided that the
other closing conditions set forth in Article IX have been met or waived as
provided in Article IX at or prior to the Closing) (the "Closing Date"), at the
offices of BAC in San Francisco, California, unless another time, date or place
is agreed to in writing by the parties hereto.

1.3 Effects of the Merger.

(a) At the Effective Time, (i) the separate existence of Continental
shall cease, subject to Section 1.4, and Continental shall be merged with and
into BAC, (ii) the Certificate of Incorporation of BAC as in effect immediately
prior to the Effective Time shall be the Certificate of Incorporation of the
Surviving Corporation and (iii) the By-laws of BAC as in effect immediately
prior to the Effective Time shall be the By-laws of the Surviving Corporation.

(b) As used in this Agreement, "Constituent Corporations" shall mean BAC
and Continental and "Surviving Corporation" shall mean BAC.

1.4 Absence of Control. Subject to any specific provisions of this
Agreement, it is the intent of the parties that BAC by reason of this Agreement
shall not (until consummation of the transactions contemplated hereby) control,
and shall not be deemed to control, directly or indirectly, Continental or any
of its Subsidiaries and shall not exercise, or be deemed to exercise, directly
or indirectly, a controlling influence over the management or policies of
Continental or any of its Subsidiaries.

ARTICLE II

CERTAIN DEFINITIONS

2.1 Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:

(a) "Acquisition Event" shall have the meaning set forth in Section 8.11.

(b) "Acquisition Proposal" shall have the meaning set forth in Section
8.4.

-2-

<PAGE>
(c) "Affiliate" shall mean, with respect to any person, any Person that,
directly or indirectly, controls or is controlled by or is under common control
with such Person.

(d) "Aggregate Value" shall have the meaning set forth in Section 8.11.

(e) "Agreement" shall have the meaning set forth in the introduction to
this Agreement.

(f) "Allowance" shall have the meaning set forth in Section 5.19.

(g) "BAC" shall have the meaning set forth in the introduction to this
Agreement.

(h) "BAC Common Stock" shall mean the common stock, par value $1.5625 per
share, of BAC.

(i) "BAC Financial Statements" shall have the meaning set forth in
Section 6.3.

(j) "BAC Mirror Preferred Stock" shall have the meaning set forth in
Section 3.1(a)(ii).

(k) "BAC Series 1 Preferred Stock" shall have the meaning set forth in
Section 3.1(a)(ii).

(l) "BAC Series 2 Preferred Stock" shall have the meaning set forth in
Section 3.1(a)(ii).

(m) "Bank Regulators" shall mean the Federal Reserve Board, the OCC, the
FDIC, the Office of Thrift Supervision and the Illinois Commissioner of Banks
and Trust Companies.

(n) "BHCA" shall have the meaning set forth in the recitals to this
Agreement.

(o) "BofA" shall have the meaning set forth in Section 8.14.

(p) "Call Reports" shall have the meaning set forth in Section 5.4.

(q) "Cash Designees" shall have the meaning set forth in Section 3.3.

(r) "Cash Election Shares" shall have the meaning set forth in Section
3.3.

(s) "CB" shall have the meaning set forth in Section 5.1.

(t) "Ceiling Price" shall have the meaning set forth in Section 3.4.

(u) "Certificate of Merger" shall have the meaning set forth in Section
1.1.

(v) "Closing" shall have the meaning set forth in Section 1.2.

(w) "Closing Date" shall have the meaning set forth in Section 1.2.

(x) "Closing Price" of a given class of stock for a given day shall mean
the closing price of a share of such class of stock as reported on the New York
Stock Exchange Composite Transaction Tape for such day.

(y) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder.

(z) "Condition" shall mean, with respect to BAC or Continental, the
financial condition, assets, businesses, results of operations or prospects of
such party.

-3-

<PAGE>
(aa) "Constituent Corporations" shall have the meaning set forth in
Section 1.3(b).

(ab) "Contaminant" shall have the meaning set forth in Section 5.27.

(ac) "Continental" shall have the meaning set forth in the introduction to
this Agreement.

(ad) "Continental Common Stock" shall mean the common stock, $4 par value
per share, of Continental.

(ae) "Continental Disclosure Schedule" shall have the meaning set forth in
Article V.

(af) "Continental Financial Statements" shall have the meaning set forth
in Section 5.4.

(ag) "Continental 1991 Plan" shall have the meaning set forth in Section
8.9(a).

(ah) "Continental Options" shall have the meaning set forth in Section
5.2(a).

(ai) "Continental Permits" shall have the meaning set forth in Section 5.6.

(aj) "Continental Preferred Stock" shall have the meaning set forth in
Section 3.1(a)(ii).

(ak) "Continental Rights Agreement" shall mean the Stockholder Rights Plan
adopted by Continental on July 22, 1991.

(al) "Continental SEC Documents" shall have the meaning set forth in
Section 5.4.

(am) "Continental Series 1 Preferred Stock" shall have the meaning set
forth in Section 3.1(a)(ii).

(an) "Continental Series 2 Preferred Stock" shall have the meaning set
forth in Section 3.1(a)(ii).

(ao) "Continental Stock Plans" shall have the meaning set forth in Section
5.2(a).

(ap) "Determination Date" shall mean the last day of the Valuation Period.

(aq) "DGCL" shall have the meaning set forth in Section 1.1.

(ar) "Dissenting Continental Stock" shall have the meaning set forth in
Section 3.1(a)(vi).

(as) "Dissenting Series 2 Holders" shall have the meaning set forth in
Section 3.1(a)(ii).

(at) "Effective Time" shall have the meaning set forth in Section 1.1.

(au) "Election Deadline" shall have the meaning set forth in Section 3.3.

(av) "Election Form" shall have the meaning set forth in Section 3.3.

(aw) "Election Form Record Date" shall have the meaning set forth in
Section 3.3.

(ax) "Employee" shall mean any current or former employee, officer or
director, independent contractor, retiree and any dependent or spouse thereof,
and any other beneficiary under a Plan.

-4-

<PAGE>
(ay) "Environmental Law" shall have the meaning set forth in Section 5.27.

(az) "ERISA" shall have the meaning set forth in Section 5.12(a).

(ba) "Exchange Act" shall have the meaning set forth in Section 5.3(c).

(bb) "Exchange Agent" shall have the meaning set forth in Section 3.1(e).

(bc) "FDIA" shall mean the Federal Deposit Insurance Act, as amended.

(bd) "FDIC" shall mean the Federal Deposit Insurance Corporation.

(be) "Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System and any Federal Reserve Bank.

(bf) "Final BAC Stock Price" shall mean the average of the Closing Prices
of BAC Common Stock for the Valuation Period.

(bg) "Floor Price" shall have the meaning set forth in Section 3.4.

(bh) "FLSA" shall mean the Fair Labor Standards Act.

(bi) "GAAP" shall mean generally accepted accounting principles in the
United States.

(bj) "Governmental Entity" shall have the meaning set forth in Section
5.3(c).

(bk) "HSR Act" shall have the meaning set forth in Section 5.3(c).

(bl) "Indemnified Party" shall have the meaning set forth in Section
8.8(a).

(bm) "IRCA" shall have the meaning set forth in Section 5.23.

(bn) "IRS" shall have the meaning set forth in Section 5.9.

(bo) "Lien" shall mean any mortgage, lien, pledge, charge, assignment for
security purposes, security interest, or encumbrance of any kind with respect
to an asset, including any conditional sale agreement or capital lease or other
title retention agreement relating to such asset.

(bp) "Mailing Date" shall have the meaning set forth in Section 3.3.

(bq) "Market Price" shall mean with respect to any class of stock, the
closing price per share as reported by The Wall Street Journal under the
heading New York Stock Exchange Composite Transactions, or any comparable
heading then in use.

(br) "Material Adverse Effect" shall mean, with respect to BAC or
Continental, a material adverse effect (whether or not required to be accrued
or disclosed under SFAS No. 5) on the Condition of such party and its
Subsidiaries, taken as a whole, or on the ability of such party to consummate
the transactions contemplated hereby.

(bs) "Merger" shall have the meaning set forth in the recitals to this
Agreement.

(bt) "Merger Consideration" shall mean the combination of (i) BAC Common
Stock, (ii) BAC Mirror Preferred Stock, and (iii) cash to be issued by BAC in
the Merger.

(bu) "Merger Corporation" shall have the meaning set forth in Section 3.4.

(bv) "No Election Shares" shall have the meaning set forth in Section 3.3.

-5-

<PAGE>
(bw) "NLRA" shall mean the National Labor Relations Act.

(bx) "NYSE" shall mean the New York Stock Exchange, Inc.

(by) "OCC" shall mean the Office of the Comptroller of the Currency.

(bz) "Person" or "person" shall mean any individual, corporation,
association, partnership, group (as defined in section 13(d)(3) of the Exchange
Act), joint venture, trust or unincorporated organization, or a government or
any agency or political subdivision thereof.

(ca) "Per Share Cash Consideration" shall have the meaning set forth in
Section 3.2.

(cb) "Per Share Stock Consideration" shall have the meaning set forth in
Section 3.2.

(cc) "Plan" shall have the meaning set forth in Section 5.12(a).

(cd) "Proxy Statement" shall have the meaning set forth in Section 5.3(c).

(ce) "Regulatory Agreement" shall have the meaning set forth in Section
5.14.

(cf) "Release" shall have the meaning set forth in Section 5.27.

(cg) "Remedies Exception" shall mean bankruptcy, insolvency,
reorganization, moratorium and similar laws now or hereafter in effect relating
to creditors' rights generally or general equity principles (whether considered
in a proceeding at law or in equity) and the discretion of the courts.

(ch) "Requisite Regulatory Approvals" shall have the meaning set forth in
Section 9.1(b)

(ci) "Restricted Stock" shall have the meaning set forth in Section 8.9(b).

(cj) "SEC" shall mean the Securities and Exchange Commission.

(ck) "Securities Act" shall have the meaning set forth in Section 4.1.

(cl) "S-4" shall have the meaning set forth in Section 5.5.

(cm) "Significant Subsidiary" shall mean a Subsidiary that is defined as
"significant" under Rule 1-02 of Regulation S-X of the SEC.

(cn) "Special Termination Rights" shall have the meaning set forth in
Section 10.2.

(co) "State Banking Approvals" shall have the meaning set forth in Section
5.3(c).

(cp) "State Takeover Laws" shall have the meaning set forth in Section
5.3(c).

(cq) "Stock Amount" shall have the meaning set forth in Section 3.2.

(cr) "Stock Designees" shall have the meaning set forth in Section 3.3.

(cs) "Stock Election Shares" shall have the meaning set forth in Section
3.3.

(ct) "Stock Option Agreement" shall have the meaning set forth in the
recitals to this Agreement.

(cu) "Stockholders' Meeting" shall have the meaning set forth in Section
8.3.

-6-

<PAGE>
(cv) "Subsidiary" shall mean, in the case of either BAC or Continental,
any corporation, association or other entity in which it owns or controls,
directly or indirectly, 25% or more of the outstanding voting securities or 25%
or more of the total equity interest; provided, however, that the term shall
not include any such entity (i) in which such voting securities or equity
interest is owned or controlled in a fiduciary capacity, without sole voting
power, or was acquired in securing or collecting a debt previously contracted
in good faith or (ii) which is domiciled outside of the United States and which
is not controlled by such company (and which, in the case of Continental, is
listed on the Continental Disclosure Schedule and its business, operations,
results of operation and financial condition are described).

(cw) "Surviving Corporation" shall have the meaning set forth in Section
1.3(b).

(cx) "Tax" shall have the meaning set forth in Section 5.9.

(cy) "Trust Activities" shall have the meaning set forth in Section 5.7(d).

(cz) "Valuation Period" shall mean the 10 consecutive days on which shares
of BAC Common Stock are traded on the NYSE ending on the tenth calendar day
immediately prior to the anticipated Effective Time.

(da) "Violation" shall have the meaning set forth in Section 5.3(b).

(db) "Voting Debt" shall have the meaning set forth in Section 5.2(b).

(dc) "Voting Power" shall mean the right to vote generally in the election
of Directors of Continental through the beneficial ownership of Continental
Common Stock or other securities entitled to vote generally in the election of
Directors of Continental.

(dd) "WARN" shall have the meaning set forth in Section 5.23.

ARTICLE III

MANNER OF CONVERTING SHARES

3.1 Conversion.

(a) Subject to the provisions of this Article III and of Article I, at
the Effective Time, by virtue of the Merger and without any action on the part
of the holders thereof, the shares of the Constituent Corporations shall be
converted as follows:

(i) Each of the shares of capital stock of BAC issued and
outstanding immediately prior to the Effective Time shall remain outstanding
as one share of Common Stock of the Surviving Corporation;

(ii) Each share of Adjustable Rate Preferred Stock, Series 1, $50
stated value, of Continental ("Continental Series 1 Preferred Stock"),
outstanding immediately prior to the Effective Time shall be converted into
one share of Adjustable Rate Preferred Stock, Series 1, $50 stated value, of
BAC ("BAC Series 1 Preferred Stock"). Each share of the Adjustable Rate
Preferred Stock, Series 2, $100 stated value, of Continental ("Continental
Series 2 Preferred Stock" and, together with Continental Series 1 Preferred
Stock, the "Continental Preferred Stock") outstanding immediately prior to
the Effective Time (except shares held by persons who demand appraisal in
compliance with all provisions of the DGCL concerning the right of such
holders to dissent from the Merger and demand appraisal of their shares
("Dissenting Series 2 Holders") but only if holders of such shares are then
entitled to so dissent and demand appraisal pursuant to the DGCL) shall be
converted into one share of Adjustable Rate Preferred Stock,

-7-

<PAGE>
Series 2, $100 stated value, of BAC ("BAC Series 2 Preferred Stock" and,
together with BAC Series 1 Preferred Stock, the "BAC Mirror Preferred
Stock"). The BAC Series 1 Preferred Stock and BAC Series 2 Preferred Stock
shall have the terms substantially as set forth in the forms of Certificate
of Designation, Preferences and Rights attached hereto as Exhibits
3.1(a)(ii)-1 and 3.1(a)(ii)-2, respectively. All such shares of Continental
Preferred Stock, other than shares held by Dissenting Series 2 Holders (if
such holders are then entitled to dissent and demand appraisal as set forth
above), shall no longer be outstanding and shall automatically be canceled
and retired and shall cease to exist, and each certificate previously
representing any such shares of Continental Preferred Stock shall thereafter
represent the shares of BAC Series 1 Preferred Stock or BAC Series 2
Preferred Stock, as the case may be, into which such Continental Preferred
Stock has been converted. Certificates previously representing shares of
Continental Preferred Stock shall be exchanged for certificates representing
whole shares of BAC Series 1 Preferred Stock or BAC Series 2 Preferred Stock
to be issued in consideration therefor upon the surrender of such
certificates in accordance with Section 4.1. If holders of shares of
Continental Series 2 Preferred Stock are entitled to dissent from the Merger
and demand appraisal of their shares under the DGCL, any issued and
outstanding shares of Continental Series 2 Preferred Stock held by a
Dissenting Series 2 Holder shall not be converted as described in this
Section 3.1(a)(ii) but shall from and after the Effective Time represent only
the right to receive such consideration as may be determined to be due to
such Dissenting Series 2 Holder pursuant to section 262 of the DGCL;
provided, however, that each share of Continental Series 2 Preferred Stock
outstanding immediately prior to the Effective Time and held by a Dissenting
Series 2 Holder who shall, after the Effective Time, withdraw his or her
demand for appraisal or lose his or her right of appraisal, in either case
pursuant to the DGCL, shall be deemed to be converted, as of the Effective
Time, into one share of BAC Series 2 Preferred Stock;

(iii) Subject to the provisions of Section 3.5, each share of
Continental Common Stock (including the related rights issued under the
Continental Rights Agreement) issued and outstanding immediately prior to the
Effective Time which under the terms of Section 3.2 is to be converted into
cash shall be converted into the right to receive the Per Share Cash
Consideration (as defined in Section 3.2);

(iv) Subject to the provisions of Section 3.5, each share of
Continental Common Stock (including the related rights issued under the
Continental Rights Agreement) issued and outstanding immediately prior to the
Effective Time which under the terms of Section 3.2 is to be converted into
BAC Common Stock shall be converted into the right to receive the Per Share
Stock Consideration (as defined in Section 3.2);

(v) Each Continental Option outstanding as of the Effective Time
shall be treated in accordance with the provisions of Section 8.9; and

(vi) Each outstanding share of Continental Stock as to which a
written demand for appraisal is filed in accordance with section 262 of the
DGCL at or prior to the Stockholders' Meeting and not withdrawn at or prior
to the Stockholders' Meeting and which is not voted in favor of the Merger
shall not be converted into or represent a right to receive BAC Common Stock
or cash hereunder unless and until the holder shall have failed to perfect,
or shall have effectively withdrawn or lost his or her right to appraisal of
and payment for his or her Continental Common Stock under such section 262,
at which time his or her shares shall either be converted into BAC Common
Stock or cash as set forth in Section 3.1(a)(iii) or (iv) in accordance with
Section 3.7. All such shares of Continental Common Stock as to which such a
written demand for appraisal is so filed and not withdrawn at or prior to the
time of such vote and which

-8-

<PAGE>
are not voted in favor of the Merger, except any such shares of Continental
Common Stock the holder of which, prior to the Effective Time, shall have
effectively withdrawn or lost his or her right to appraisal of payment for
his or her shares of Continental Common Stock under such section 262 are
herein called "Dissenting Continental Stock." Continental shall give BAC
prompt notice upon receipt by Continental of any written demands for
appraisal rights, withdrawal of such demands, and any other instruments
served pursuant to section 262 of the DGCL and Continental shall give BAC the
opportunity to direct all negotiations and proceedings with respect to such
demands. Continental shall not voluntarily make any payment with respect to
any demands for appraisal rights and shall not, except with the prior written
consent of BAC, settle or offer to settle any such demands. Each holder of
Continental Common Stock who becomes entitled, pursuant to provisions of said
section 262, to payment for his or her shares of Continental Common Stock
under the provisions of said section shall receive payment therefor from the
Surviving Corporation and such shares of Continental Common Stock shall be
canceled.

(b) The calculations of the computations required by this Article III
shall be prepared by BAC prior to the Closing Date and shall be set forth in a
statement furnished to Continental showing in reasonable detail the manner of
calculation.

(c) Each of the shares of Continental capital stock held by BAC or any of
its wholly owned Subsidiaries or Continental or any of its wholly owned
Subsidiaries, other than shares held by BAC or any of its wholly owned
Subsidiaries or Continental or any of its wholly owned Subsidiaries in a
fiduciary capacity or as a result of debts previously contracted, shall be
canceled and retired at the Effective Time and no consideration shall be issued
in exchange therefor.

(d) Notwithstanding any other provisions of this Agreement, each holder
of shares of Continental Common Stock exchanged pursuant to the Merger who
would otherwise have been entitled to receive a fraction of a share of BAC
Common Stock (after taking into account all certificates delivered by such
holder) shall receive, in lieu thereof, cash (without interest) in an amount
equal to such fractional part of a share of BAC Common Stock multiplied by the
Market Price of one share of BAC Common Stock at the close of business on the
trading day next preceding the Closing Date. No such holder will be entitled
to dividends, voting rights or any other rights as a stockholder in respect of
any fractional share.

(e) At the Effective Time, the stock transfer books of Continental shall
be closed as to holders of Continental capital stock immediately prior to the
Effective Time and no transfer of Continental capital stock by any such holder
shall thereafter be made or recognized. If, after the Effective Time,
certificates are properly presented in accordance with Article IV of this
Agreement to the exchange agent, Chemical Trust Company of California (the
"Exchange Agent"), such certificates shall be canceled and exchanged for
certificates representing the number of whole shares of BAC or BAC Mirror
Preferred Stock, as the case may be, and a check representing the amount of
cash, if any, into which the Continental capital stock represented thereby was
converted in the Merger. Any other provision of this Agreement
notwithstanding, neither BAC, Continental, the Surviving Corporation nor the
Exchange Agent shall be liable to a holder of Continental capital stock for any
amount paid or property delivered in good faith to a public official pursuant
to any applicable abandoned property, escheat, or similar law.

3.2 Conversion of Continental Common Stock. Subject to Sections 3.4 and
3.5, each share of Continental Common Stock outstanding at the Effective Time
shall be converted into the right to receive, at the election of the holder
thereof as provided in Section 3.3, either:

(i) a number of shares of BAC Common Stock equal to the sum of (A)
.4158 and (B) the ratio of $18.375 to the Final BAC Stock Price (such sum,
the "Per Share Stock Consideration"), or

-9-

<PAGE>
(ii) cash equal to the sum of (A) $18.375 and (B) the product of
.4158 and the Final BAC Stock Price (such sum, the "Per Share Cash
Consideration");

provided that, subject to Section 3.4, the aggregate number of shares of BAC
Common Stock that shall be issued in the Merger (the "Stock Amount") shall
equal the number obtained by multiplying (x) 0.8152 and (y) 51% of the total
number of shares of Continental Common Stock outstanding (other than treasury
shares) at the Determination Date.

3.3 Election Procedures. An election form and other appropriate and
customary transmittal materials (which shall specify that delivery shall be
effected, and risk of loss and title to the certificates theretofore
representing shares of Continental Common Stock shall pass, only upon proper
delivery of such certificates to the Exchange Agent) in such form as BAC and
Continental shall mutually agree ("Election Form") shall be mailed thirty-five
days prior to the anticipated Effective Date or on such other date as
Continental and BAC shall mutually agree ("Mailing Date") to each holder of
record of Continental Common Stock as of five business days prior to the
Mailing Date ("Election Form Record Date").

Each Election Form shall permit the holder (or the beneficial owner through
appropriate and customary documentation and instructions) to elect to receive
only BAC Common Stock with respect to such holder's Continental Common Stock
("Stock Election Shares"), to elect to receive only cash with respect to such
holder's Continental Common Stock ("Cash Election Shares") or to indicate that
such holder makes no election ("No Election Shares").

Holders of Continental Common Stock who duly elect to receive the Per Share
Stock Consideration or the Per Share Cash Consideration in the Merger may also
elect to have their share holdings divided into blocks of not less than 5,000
shares of Continental Common Stock with any remaining shares being added to one
of the designated blocks of 5,000 shares (such blocks being herein called the
"Stock Blocks") for purposes of the allocation procedures described below in
this Section 3.3. Such holders who do not make such election or who hold less
than 5,000 shares of Continental Common Stock will have all of their holdings
treated as a single Stock Block for purposes of such allocation procedures.

Any Continental Common Stock with respect to which the holder (or the
beneficial owner, as the case may be) shall not have submitted to the Exchange
Agent, an effective, properly completed Election Form on or before 5:00 p.m.,
on the 20th day following the Mailing Date (or such other time and date as BAC
and Continental may mutually agree) (the "Election Deadline") shall also be
deemed to be "No Election Shares."

BAC shall make available one or more Election Forms as may be reasonably
requested by all persons who become holders (or beneficial owners) of
Continental Common Stock between the Election Form Record Date and close of
business on the business day prior to the Election Deadline, and Continental
shall provide to the Exchange Agent all information reasonably necessary for it
to perform as specified herein.

Any such election shall have been properly made only if the Exchange Agent
shall have actually received a properly completed Election Form by the Election
Deadline. An Election Form shall be deemed properly completed only if
accompanied by one or more certificates (or customary affidavits and
indemnification regarding the loss or destruction of such certificates or the
guaranteed delivery of such certificates) representing all shares of
Continental Common Stock covered by such Election Form, together with duly
executed transmittal materials included in the Election Form. Any Election
Form may be revoked or changed by the person submitting such Election Form at
or prior to the Election Deadline. In the event an Election Form is revoked
prior to the Election Deadline, the shares of Continental Common Stock
represented by such Election Form shall become No Election Shares and BAC shall
cause the certificates representing Continental Common Stock to be promptly
returned without charge to the Person submitting the Election Form upon written
request to that effect from the holder who submitted the Election Form.
Subject to the terms of this Agreement and of the Election Form, the Exchange
Agent shall have reasonable discretion to determine whether any election,

-10-

<PAGE>
revocation or change has been properly or timely made and to disregard
immaterial defects in the Election Forms, and any good faith decisions of BAC
regarding such matters shall be binding and conclusive. Neither BAC nor the
Exchange Agent shall be under any obligation to notify any person of any defect
in an Election Form.

Within fifteen calendar days after the Election Deadline, unless the
Effective Time has not yet occurred, in which case as soon thereafter as
practicable, BAC shall cause the Exchange Agent to effect the allocation among
the holders of Continental Common Stock of rights to receive BAC Common Stock
or cash in the Merger in accordance with the Election Forms as follows:

(i) Stock Elections Less Than Stock Amount. If the number of shares
of BAC Common Stock that would be issued upon conversion in the Merger of the
Stock Election Shares is less than the Stock Amount, then:

(A) all Stock Election Shares shall be converted into the
right to receive BAC Common Stock,

(B) the Exchange Agent shall select, by random selection,
first, from among the holders of No Election Shares a sufficient
number of such holders ("Stock Designees") and then, if necessary, a
sufficient number of Stock Blocks ("Designated Stock Shares") held by
holders of Cash Election Shares, such that the number of shares of
BAC Common Stock that will be issued in the Merger equals as closely
as practicable the Stock Amount, and all shares held by the Stock
Designees and, if any, all Designated Stock Shares, will be converted
into the right to receive BAC Common Stock, provided that no
particular holder of Cash Election Shares shall be deemed to be a
Stock Designee, nor shall any such holder's shares be included within
the Designated Stock Shares if such would prevent the satisfaction of
any of the conditions set forth in Article IX, and

(C) the Cash Election Shares that are not Designated Stock
Shares and the No Election Shares that are not held by Stock
Designees shall be converted into the right to receive cash; or

(ii) Stock Elections More Than Stock Amount. If the number of
shares of BAC Common Stock that would be issued upon the conversion into BAC
Common Stock of the Stock Election Shares is greater than the Stock Amount,
then:

(A) all Cash Election Shares and No Election Shares shall
be converted into the right to receive cash,

(B) the Exchange Agent will select, by random selection, a
sufficient number of Stock Blocks ("Designated Cash Shares") held by
holders of Stock Election Shares, so that the number of shares of BAC
Common Stock that will be issued in the Merger equals as closely as
practicable the Stock Amount, and any Designated Cash Shares will be
converted into the right to receive cash, provided that no particular
holder of Stock Election Shares shall be deemed to be a Cash
Designee, nor shall any such holder's shares be included within the
Designated Cash Shares if such circumstance would prevent the
satisfaction of any of the conditions set forth in Article IX, and

(C) the Stock Election Shares that are not Designated Cash
Shares will be converted into the right to receive BAC Common Stock;
or

-11-

<PAGE>
(iii) Stock Elections Equal to Stock Amount. If the number of
shares of BAC Common Stock that would be issued upon conversion into BAC
Common Stock of the Stock Election Shares is equal or nearly equal (as
determined by the Exchange Agent) to the Stock Amount, then subparagraphs (i)
and (ii) above and subparagraph (iv) below shall not apply and all Stock
Election Shares shall be converted into the right to receive BAC Common Stock
and all Cash Election Shares and No Election Shares shall be converted into
the right to receive cash; or

(iv) Stock Elections and No Elections Equal to Stock Amount. If the
number of shares of BAC Common Stock that would be issued upon the conversion
into BAC Common Stock of the Stock Election Shares and No Election Shares
would equal or nearly equal (as determined by the Exchange Agent) the Stock
Amount, then subparagraphs (i), (ii) and (iii) above shall not apply and all
Cash Election Shares shall be converted into the right to receive cash and
all Stock Election Shares and No Election Shares shall be converted into the
right to receive BAC Common Stock.

The random selection process to be used by the Exchange Agent shall consist
of such processes as shall be mutually determined by BAC and Continental.

3.4 Continental Termination Right; BAC Adjustment Right; Cap on Final BAC
Stock Price for Calculation of Per Share Stock and Cash Consideration.

(a) Continental Termination Right. Continental shall have the right to
elect to abandon the Merger and terminate this Agreement, if its Board of
Directors so determines, following the Determination Date but prior to the
Effective Time if the Final BAC Stock Price shall be less than $36.16 (the
"Floor Price") subject, however, to the following subparagraph (b).

(b) BAC Adjustment Right. If Continental makes an election to abandon
the Merger under subparagraph (a) above, it shall give prompt written notice
thereof to BAC, provided that such notice may be withdrawn by Continental at
any time prior to the close of business on the second business day prior to the
Effective Time. If Continental shall have the right to terminate this
Agreement pursuant to subparagraph (a) above but shall not have done so, or at
any time within five days of Continental's having done so, BAC shall have the
right but not the obligation to elect to increase the Stock Amount and the per
share value of the cash and BAC Common Stock which would be delivered to the
holders of the Continental Common Stock such that (A) the per share value of
the cash and BAC Common Stock consideration (valued in the case of the BAC
Common Stock at the Final BAC Stock Price) is at least equal to the per share
consideration that would have been received if the Final BAC Stock Price had
been equal to the Floor Price and (B) in the opinion of Wachtell, Lipton, Rosen
& Katz the Merger qualifies as a reorganization under section 368 of the Code,
except for cash payments (including cash in lieu of fractional shares), no gain
or loss will be recognized by any holder of Continental Common Stock upon
conversion of such stock into BAC Common Stock in the Merger, and the basis of
such BAC Common Stock will be the same as such holder's basis in the
Continental Common Stock exchanged therefor. If BAC elects to make the above-
described adjustment within such period, it shall give prompt written notice to
Continental thereof (and the Effective Time shall in such case be the fifth day
following such election by BAC) and of the increase in the cash and BAC Common
Stock which will be delivered to holders of Continental Common Stock and the
per-share values thereof, whereupon no abandonment or termination shall be
deemed to have occurred and this Agreement shall remain in effect in accordance
with its terms (except as the Per Share Cash Consideration, the Per Share Stock
Consideration and the Stock Amount shall have been so increased). If
Continental shall not have made the election to abandon the Merger under
subparagraph (a) above and if BAC shall not have elected to increase the Stock
Amount and make the other adjustments contemplated by the foregoing provisions
of this subparagraph (b), then BAC, in its sole discretion, may elect to change
the method of effecting the business combination with Continental (including
without limitation the provisions as set forth in Article III and Article IV)
if and to the extent that it deems such a change to be

-12-

<PAGE>
desirable, including, without limitation, to provide for (i) a merger of a
wholly owned subsidiary of BAC ("Merger Corporation") with and into
Continental, in which Continental is the surviving corporation, (ii) a merger
of Continental with and into Merger Corporation in which Merger Corporation is
the surviving corporation, or (iii) a sale of all the assets of Continental,
BAC or any of its subsidiaries; provided, however, that no such change shall
alter or change the amount or the kind of the Merger Consideration to be
received by the holders of Continental Common Stock or Continental Preferred
Stock, as provided for in this Agreement or shall materially delay or impede
satisfaction of the conditions (other than Section 9.2(e)) in Article IX.

(c) Cap on Final BAC Stock Price for Calculation of Per Share Stock and
Cash Consideration. Notwithstanding any other provision of this Agreement, in
the event that the Final BAC Stock Price shall be more than $55.84 (the
"Ceiling Price"), the Per Share Cash Consideration, the Per Share Stock
Consideration and the Stock Amount which would otherwise result from the
application of the provisions of Section 3.2 shall be deemed to be decreased
appropriately so that the per-share cash and stock consideration that will be
receivable by the holders of the Continental Common Stock shall be the same as
if the Final BAC Stock Price were equal to the Ceiling Price.

(d) Return of Share Certificates. In the event the Final BAC Stock Price
is below the Floor Price and Continental elects to terminate this Agreement
under subparagraph (a) above, and BAC does not elect under subparagraph (b)
above to increase the Stock Consideration and Cash Consideration so as to
prevent such termination, BAC will cause the Exchange Agent to use its
commercially reasonable efforts to effect the prompt return of stock
certificates representing shares of Continental Common Stock submitted with
Election Forms. Certificates representing shares of Continental Common Stock
held directly by holders of Continental Common Stock will be returned by
registered mail. BAC will, and will cause the Exchange Agent to, use its
commercially reasonable efforts to cooperate with Continental and holders of
Continental Common Stock to facilitate return of certificates representing
shares of Continental Common Stockholders in the event of such termination,
provided, that return of such certificates other than by registered mail will
only be made at the expense, written direction and risk of the applicable
holders of Continental Common Stock and only if such holders submit at the time
of the Election Deadline a pre-paid, pre-addressed courier envelope to be used
for such purpose (except if such holders arrange to pick up their certificates
in person).

3.5 Adjustments for Dilution and Other Matters. If prior to the
Effective Time, (i) Continental shall declare a stock dividend or distribution
upon or subdivide, split up, reclassify or combine the Continental Common
Stock, or declare a dividend, or make a distribution, on the Continental Common
Stock in any security convertible into Continental Common Stock (provided that
no such action may be taken by Continental without BAC's prior written consent
as so provided in Article VII), or (ii) BAC shall declare a stock dividend or
distribution upon or subdivide, split up, reclassify or combine the BAC Common
Stock or declare a dividend, or make a distribution, on the BAC Common Stock in
any security convertible into BAC Common Stock, appropriate adjustment or
adjustments will be made to the Per Share Cash Consideration, the Per Share
Stock Consideration and the Stock Amount. If at the Effective Time,
Continental shall have outstanding more shares of Continental Common Stock than
are contemplated to be outstanding or subject to option by the representation
and warranty in Section 5.2(a), then, at BAC's election and notwithstanding
other provisions hereof, and without limiting any of its other rights
hereunder, (i) the Stock Amount shall be adjusted so as to deduct from the
reference in the calculation of the Stock Amount to the total number of shares
of Continental Common Stock outstanding at the Determination Date that number
of additional shares of Continental Common Stock which are outstanding over the
amount contemplated by the representation and warranty in Section 5.2(a), and
(ii) the Per Share Cash Consideration and the Per Share Stock Consideration
shall be adjusted downward to the number that would result in an aggregate
Merger Consideration equal to the aggregate Merger Consideration that would
have resulted if such representation and warranty had been strictly complied
with at the Effective Time.

-13-

<PAGE>
3.6 Illustrative Cases. Appendix A hereto illustrates, among other
things, the value to be received per share of Continental Common Stock, whether
in cash or in BAC Common Stock, at varying Final BAC Stock Prices, as well as
the resulting exchange ratios (assuming that the adjustment contemplated by
Section 3.4(b) above is made in certain cases and assuming that the cap
contemplated by Section 3.4(c) above shall be operative in a given case).

3.7 Conversion of Dissenting Continental Stock. If prior to the
Effective Time any stockholder of Continental shall fail to perfect, or shall
effectively withdraw or lose, his or her right to appraisal of and payment for
his or her shares of Dissenting Continental Stock under section 262 of the
DGCL, the Dissenting Continental Stock of such holder shall be treated for
purposes of this Article III like any other shares of outstanding Continental
Common Stock. If, after the Effective Time, any holder of Continental Common
Stock shall fail to perfect, or shall effectively withdraw or lose, his or her
right to appraisal of and payment for his or her Dissenting Continental Stock
under section 262 of the DGCL, each share of Dissenting Continental Stock of
such holder shall be converted into cash or BAC Common Stock pursuant to the
election procedures of this Article III and in accordance with the procedures,
and subject to the conditions, set forth in Article IV.

ARTICLE IV

EXCHANGE OF SHARES

4.1 Exchange Procedures. Upon the latest to occur of the Effective Time
and the completion of the allocation procedure set forth in Section 3.3, BAC
shall issue to the Exchange Agent the number of shares of BAC Common Stock and
the BAC Mirror Preferred Stock issuable in the Merger and the amount of cash
payable in the Merger; provided, however, that notwithstanding any other
provision of this Agreement, BAC shall not issue to the Exchange Agent BAC
Common Stock, BAC Mirror Preferred Stock or cash payable with respect to shares
of Continental Common Stock or Continental Preferred Stock unless and until
share certificates and the required transmittal materials pursuant to Article
III and Article IV have been received in proper form by the Exchange Agent.
The Exchange Agent shall not be entitled to vote or exercise any rights of
ownership with respect to BAC Common Stock and BAC Mirror Preferred Stock held
by it from time to time hereunder, except that it shall receive and hold all
dividends or other distributions paid or distributed with respect to such
shares for the account of the persons entitled thereto.

Promptly after the Effective Time, BAC and Continental shall cause the
Exchange Agent to mail appropriate and customary transmittal materials (which
shall specify that delivery shall be effected, and risk of loss and title to
the certificates theretofore representing shares of Continental Preferred Stock
shall pass, only upon proper delivery of such certificates to the Exchange
Agent) to the former holders of Continental Preferred Stock. After completion
of the allocation procedure set forth in Section 3.3, each holder of a
certificate formerly representing Continental Common Stock or Continental
Preferred Stock who surrenders or has surrendered such certificate (or
customary affidavits and indemnification regarding the loss or destruction of
such certificate), together with duly executed transmittal materials included
in the Election Form, to the Exchange Agent shall, upon acceptance thereof, be
entitled to a certificate representing the BAC Common Stock or BAC Mirror
Preferred Stock or cash into which the shares of Continental capital stock
shall have been converted pursuant hereto. BAC shall cause the Exchange Agent
to accept such certificate upon compliance with such reasonable and customary
terms and conditions as the Exchange Agent may impose to effect an orderly
exchange thereof in accordance with normal practices. Until surrendered as
contemplated by this Section 4.1, each certificate representing Continental
capital stock shall be deemed at any time after the Effective Time to evidence
only the right to receive upon such surrender the Merger Consideration.

To the extent provided by Section 3.1(d) of this Agreement, each holder of
shares of Continental Common Stock issued and outstanding at the Effective Time
also shall receive,

-14-

<PAGE>
upon surrender of the certificate or certificates representing such shares,
cash in lieu of any fractional shares of BAC Common Stock to which such holder
would otherwise be entitled. BAC shall not be obligated to deliver the
consideration to which any former holder of Continental capital stock is
entitled as a result of the Merger until such holder surrenders his certificate
or certificates representing shares of Continental capital stock for exchange
as provided in this Article IV. In addition, certificates surrendered for
exchange by any person constituting an "affiliate" of Continental for purposes
of Rule 144(c) under the Securities Act of 1933, as amended (the "Securities
Act"), shall not be exchanged for certificates representing whole shares of BAC
Common Stock or BAC Mirror Preferred Stock until BAC has received a written
agreement from such person as provided in Section 8.18. If any certificate for
shares of BAC Common Stock or BAC Mirror Preferred Stock, or any check
representing cash and/or declared but unpaid dividends, is to be issued in a
name other than that in which a certificate surrendered for exchange is issued,
the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer and the person requesting such exchange shall affix
any requisite stock transfer tax stamps to the certificate surrendered or
provide funds for their purchase or establish to the satisfaction of the
Exchange Agent that such taxes are not payable.

4.2 Voting and Dividends. Former stockholders of record of Continental
shall be entitled to vote after the Effective Time at any meeting of BAC
stockholders the number of whole shares of BAC Common Stock into which their
respective shares of Continental Common Stock are converted, regardless of
whether such holders have exchanged their certificates representing Continental
Common Stock for certificates representing BAC Common Stock in accordance with
the provisions of this Agreement. Until surrendered for exchange in accordance
with the provisions of Section 4.1 of this Agreement, each certificate
theretofore representing shares of Continental capital stock (other than shares
to be canceled pursuant to Section 3.1(c) of this Agreement) shall from and
after the Effective Time represent for all purposes only the right to receive
shares of BAC Common Stock and BAC Mirror Preferred Stock, and/or cash, as set
forth in this Agreement. No dividends or other distributions declared or made
after the Effective Time with respect to BAC Common Stock or BAC Mirror
Preferred Stock with a record date after the Effective Time shall be paid to
the holder of any unsurrendered certificate of Continental capital stock with
respect to the shares of BAC Common Stock or BAC Mirror Preferred Stock
represented thereby, and no cash payment in lieu of fractional shares shall be
paid to any such holder pursuant to Section 3.1(d) until the holder of such
certificate of Continental capital stock shall surrender such certificate.
Subject to the effect of applicable laws, following surrender of any such
certificate of Continental capital stock, there shall be paid to the holder of
the certificates representing whole shares of BAC Common Stock or BAC Mirror
Preferred Stock issued in exchange therefor, without interest, (i) the amount
of any cash payable with respect to a fractional share of BAC Common Stock to
which such holder is entitled pursuant to Section 3.1(d) and the amount of
dividends or other distributions with a record date after the Effective Time
theretofore paid with respect to such whole shares of BAC Common Stock or BAC
Mirror Preferred Stock, and (ii) at the appropriate payment date, the amount of
dividends or other distributions with a record date after the Effective Time
but prior to surrender and a payment date subsequent to surrender payable with
respect to such whole shares of BAC Common Stock or BAC Mirror Preferred Stock.

4.3 No Liability. Neither BAC nor Continental shall be liable to any
holder of shares of Continental Common Stock or Continental Preferred Stock for
any such shares of BAC Common Stock or BAC Mirror Preferred Stock (or dividends
or distributions with respect thereto) or cash delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.

4.4 Withholding Rights. BAC or the Exchange Agent shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of shares of Continental Common Stock or Continental
Preferred Stock such amounts as BAC or the Exchange Agent is required to deduct
and withhold with respect to the making of such payment under the Code, or any
provision of state, local or foreign tax law. To the extent that amounts are
so withheld by BAC or the Exchange Agent, such withheld amounts shall be

-15-

<PAGE>
treated for all purposes of this Agreement as having been paid to the holder of
the shares of Continental Common Stock or Continental Preferred Stock in
respect of which such deduction and withholding was made by BAC or the Exchange
Agent.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF CONTINENTAL

Continental will deliver to BAC a disclosure schedule with respect to the
representations and warranties set forth below (the "Continental Disclosure
Schedule") as soon as practicable but in any event no later than 13 business
days after the date hereof. The Continental Disclosure Schedule shall in each
case describe the nature of the exception in reasonable detail and shall
specifically refer to the Section or subsection of this Agreement to which an
exception set forth therein to a representation and warranty contained in this
Article V applies (disclosure in any Section or subsection of the Continental
Disclosure Schedule shall apply only to the corresponding Section or subsection
of this Agreement). Each portion of the Continental Disclosure Schedule shall
be deemed to speak as of the date of delivery thereof to BAC and shall be true
and correct as of such date. Any documents referred to in this Article V as
being deliverable to BAC by Continental, shall, to the extent not heretofore
delivered to BAC, be delivered to BAC within such 13-business day period or
such earlier date as the delivery of the Continental Disclosure Schedule is
completed for purposes of Section 10.2 and any material document described or
referred to in the Continental Disclosure Schedule shall be delivered to BAC by
Continental as promptly as practicable after a request therefor by BAC and in
any event within two days of such request.

Continental represents and warrants to BAC, subject only to such exceptions
and limitations as are set forth below or in the Continental Disclosure
Schedule, as follows:

5.1 Organization, Standing and Authority. Continental is a bank holding
company registered under the BHCA. Continental Bank ("CB") is a national
banking association which is a direct wholly owned (other than directors'
qualifying shares) Subsidiary of Continental. Each of Continental and its
Significant Subsidiaries is a bank or corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or organization, has all requisite corporate power and authority
to own, lease and operate its properties and to carry on its business as now
being conducted and is duly qualified and in good standing to do business in
each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification necessary. The deposit
accounts of CB are insured by the Bank Insurance Fund of the FDIC.

5.2 Capital Structure.

(a) The authorized capital stock of Continental consists of 100,000,000
shares of Continental Common Stock, and 10,000,000 shares of Continental
Preferred Stock, of which (A) 53,978,633 shares of Continental Common Stock are
issued (of which 2,758,611 shares were held as treasury stock as of the date
hereof and were issued but not outstanding) and 51,220,022 such shares are
outstanding, no shares of Continental Common Stock are reserved for issuance
upon the exercise of outstanding stock options, no shares of Continental Common
Stock are reserved for issuance in connection with outstanding stock
appreciation rights of Continental, no shares of Continental Common Stock are
reserved for issuance pursuant to the Continental Stock Plans (as defined
below), and no shares of Continental Common Stock are reserved for issuance
pursuant to Continental's dividend reinvestment plan (such stock options, stock
appreciation rights, agreements and plans are listed and described in Exhibit
5.2(a) hereto and are herein referred to collectively as the "Continental Stock
Plans"), no shares of Continental Common Stock were held by Continental or by
its Subsidiaries (other than treasury shares or shares held in a fiduciary
capacity), and stock options in respect of 6,258,683 shares of Continental
Common Stock were outstanding as of the date hereof, and (B) 4,788,000 shares
of Continental Preferred Stock, consisting of 1,788,000 shares of Adjustable
Rate Preferred Stock,

-16-

<PAGE>
Series 1, $50 stated value, and 3,000,000 shares of Adjustable Rate Preferred
Stock, Series 2, $100 stated value, are outstanding. Exhibit 5.2(a) hereto
sets forth in the aggregate by plan the options outstanding, their grant price
and the date such options were granted. The Continental Disclosure Schedule
will set forth the name of each holder of an option or stock appreciation
right, outstanding under any of the Continental Stock Plans (such options and
rights being herein collectively referred to as the "Continental Options"), a
description of the exercise or purchase prices, vesting schedules, expiration
dates, and numbers of shares of Continental Common Stock subject to each such
Continental Option, together with a listing of all Continental Options which
shall vest at the Effective Time as a result of the Merger. Except for the
Continental Options listed on Exhibit 5.2(a) hereto, there will not be
outstanding at any time up to and including the Effective Time any stock
options, stock appreciation rights, restricted stock grants or any other such
right to acquire any shares of the Continental Common Stock. Except for shares
of Continental Common Stock which may be issued in connection with the exercise
of Continental Options, there will be no increase in the outstanding shares of
Common Stock after the date hereof except as permitted by Section 8.24 in
respect of the dividend reinvestment plan of Continental.

(b) No bonds, debentures, notes or other indebtedness having the right to
vote (or convertible into or exercisable for securities having the right to
vote) on any matters on which stockholders may vote ("Voting Debt") of
Continental are issued or outstanding. All outstanding shares of Continental
capital stock are, and any shares of Continental Common Stock which may be
issued pursuant to the Stock Option Agreement or the Continental Options will
be, validly issued, fully paid and nonassessable and not subject to preemptive
rights.

(c) Except for this Agreement, the Continental Options, the Continental
Rights Agreement and the Stock Option Agreement and the Continental dividend
reinvestment plan, there are no options, warrants, calls, rights, commitments
or agreements of any character to which Continental or any Subsidiary of
Continental is a party or by which it is bound obligating Continental or any
Subsidiary of Continental to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or any Voting Debt of
Continental or any Subsidiary of Continental or obligating Continental or any
Subsidiary of Continental to grant, extend or enter into any such option,
warrant, call, right, commitment or agreement. After the Effective Time, there
will be no option, warrant, call, right or agreement obligating Continental or
any Subsidiary of Continental to issue, deliver or sell, or cause to be issued,
delivered or sold, any shares of capital stock or any Voting Debt of
Continental or any Subsidiary of Continental, or obligating Continental or any
Subsidiary of Continental to grant, extend or enter into any such option,
warrant, call, right or agreement. There are no outstanding contractual
obligations of Continental or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any shares of capital stock of Continental or any of its
Subsidiaries, other than the Stock Option Agreement.

(d) Since January 1, 1994, except as permitted or as would have been
permitted by this Agreement, Continental has not (A) issued or permitted to be
issued any shares of capital stock, or securities exercisable for or
convertible into shares of capital stock, of Continental or any of its
Subsidiaries, other than pursuant to and as required by the terms of any
Continental Option; (B) repurchased, redeemed or otherwise acquired, directly
or indirectly through one or more of its Subsidiaries, any shares of capital
stock of Continental or any of its Subsidiaries (other than shares held in a
fiduciary capacity); or (C) declared, set aside, made or paid to the
stockholders of Continental dividends or other distributions on the outstanding
shares of capital stock of Continental, other than regular quarterly cash
dividends at a rate not in excess of the regular quarterly cash dividends most
recently declared by Continental prior to the date hereof or as required by the
terms of the Continental Preferred Stock as in effect on the date hereof.

(e) Set forth in the Continental Disclosure Schedule is, in each case as
of the date thereof, a true, correct and complete list of each Subsidiary of
Continental identifying the location of its chief executive office, and
jurisdiction of incorporation, and, with respect to Significant Subsidiaries,
the date of incorporation, capitalization (including a list of all record
holders of securities or other ownership interests in each Subsidiary if
maintained by or

-17-

<PAGE>
reasonably available to Continental), a summary of its line of business
(including, without limitation, whether such Subsidiary is active or inactive)
and its most recent balance sheet and income statement. Except as set forth in
the Continental Disclosure Schedule, Continental has no direct or indirect
equity interest in any association, firm, corporation, partnership or other
business enterprise involving more than $1,000,000 in aggregate book value.

(f) Except as provided in section 55 of Title 12 of the United States
Code in the case of Subsidiaries that are national banks, and any comparable
provisions of applicable state law in the case of Subsidiaries of Continental
that are state-chartered banks, all of the outstanding shares of capital stock
of, and all other ownership interests in, each Subsidiary of Continental (i)
are validly issued, fully paid and nonassessable and free of any preemptive
rights, and (ii) are owned by Continental or a wholly owned Subsidiary of
Continental, free and clear of all liens, claims, pledges, agreements, voting
or other restrictions, charges or other encumbrances, with the result that
Continental directly or indirectly owns the entire equity interest in each of
its Subsidiaries.

(g) As of the date hereof, to Continental's knowledge, no Person nor any
of such Person's affiliates or associates (as such terms are defined in the
Exchange Act and the rules and regulations of the SEC thereunder), (i)
beneficially own, directly or indirectly, or (ii) are parties to any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of, in each case, shares of capital stock of Continental, which, in
the aggregate, represent 10% or more of the outstanding shares of capital stock
of Continental entitled to vote generally in the election of directors (other
than shares held in a fiduciary capacity).

5.3 Authority.

(a) Continental has all requisite corporate power and authority to enter
into this Agreement and the Stock Option Agreement and, subject to the adoption
of this Agreement by the holders of the Continental Common Stock as required
under the DGCL, to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and the Stock Option Agreement and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of Continental
(including without limitation the approval of this Agreement by the unanimous
vote of all members of Continental's Board of Directors, which approval
includes a resolution recommending that this Agreement and the Stock Option
Agreement and the transactions contemplated hereby and thereby be approved by
the stockholders of Continental), subject in the case of this Agreement only to
such adoption of this Agreement by the affirmative vote of the holders of a
majority of the outstanding shares of Continental Common Stock as required
under the DGCL (no approval or adoption being required by the holders of any
other outstanding securities of Continental). This Agreement and the Stock
Option Agreement have been duly executed and delivered by Continental and each
constitutes a valid and binding obligation of Continental, enforceable against
Continental in accordance with its terms.

(b) The execution and delivery of this Agreement and the Stock Option
Agreement do not, and the consummation of the transactions contemplated hereby
and thereby will not, (A) conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or
the loss of a material benefit under, or the creation of a lien, pledge,
security interest, charge or other encumbrance on assets (any such conflict,
violation, default, right of termination, cancellation or acceleration, loss or
creation, a "Violation") pursuant to any provision of the Certificate or
Articles of Incorporation, Articles of Association, or By-laws of Continental,
CB or any other Subsidiary of Continental or (B) result in any Violation of any
loan or credit agreement, note, mortgage, indenture, lease, Plan or other
agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to Continental, CB or any other Subsidiary of Continental or their respective
properties or assets which Violation might reasonably be expected to have
individually or in the aggregate an adverse financial effect on Continental or

-18-

<PAGE>
any Subsidiary thereof in an amount exceeding $5 million or to impair the
consummation of the transactions contemplated hereby.

(c) No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission or
other governmental entity, authority or instrumentality, domestic or foreign
(each, a "Governmental Entity"), is required by or with respect to Continental,
CB or any other Subsidiary of Continental in connection with the execution and
delivery of this Agreement and the Stock Option Agreement by Continental, or
the consummation by Continental of the transactions contemplated hereby and
thereby, except for (A) the filing of applications with the Federal Reserve
Board under the BHCA and approval of same, (B) the filing with the SEC of (1) a
proxy statement in preliminary and definitive form relating to the meeting of
Continental's stockholders to be held in connection with the Merger (the "Proxy
Statement") and (2) such reports under sections 13(a), 13(d), 13(g) and 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may
be required in connection with this Agreement, the Stock Option Agreement and
the transactions contemplated hereby and thereby and the obtaining from the SEC
of such orders as may be required in connection therewith, (C) the filing of
the Certificate of Merger with the Secretary of State of the State of Delaware
and appropriate documents with the relevant authorities of other states in
which Continental is qualified to do business, (D) the filing of such
applications, filings, authorizations, orders and approvals as may be required
under state banking laws, and with and of state banking authorities and
approval of same (collectively, the "State Banking Approvals") and pursuant to
state takeover or change in control laws (collectively, "State Takeover Laws"),
(E) consents, authorizations, approvals, filings or exemptions in connection
with compliance with the applicable provisions of federal and state securities
laws relating to the regulation of broker-dealers or investment advisers, and
federal commodities laws relating to the regulation of futures commission
merchants and the rules and regulations thereunder and of any applicable
industry self-regulatory organization, and the rules of the NYSE, or which are
required under consumer finance, mortgage banking and other similar laws, (F)
notices under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), (G) such filings, authorizations, orders and approvals
as may be required under foreign laws, (H) such filings, notifications and
approvals as are required under the Small Business Investment Act of 1958, as
amended, and the rules and regulations thereunder and (I) filings,
notifications and approvals under state insurance laws and regulations.

5.4 SEC Documents. Continental has delivered or will deliver to BAC a
true and complete copy of each report, schedule, registration statement and
definitive proxy statement filed by Continental with the SEC under the
Securities Act and the Exchange Act (other than reports filed pursuant to
section 13(d) or 13(g) of the Exchange Act) since January 1, 1989 and will
deliver to BAC promptly upon the filing thereof with the SEC all such reports,
registration statements and proxy statements as may be filed after the date
hereof and prior to the Effective Time (as such documents have since the time
of their filing been amended, or may after their filing, if after the date
hereof, be amended, the "Continental SEC Documents"), which are or will be all
the documents (other than preliminary material and reports required pursuant to
section 13(d) or 13(g) of the Exchange Act) that Continental was or will be
required to file with the SEC since such date. Continental has delivered to
BAC true and complete copies of CB's most recent annual and quarterly
Consolidated Reports of Condition and Income filed with the OCC and will
promptly deliver to BAC true and complete copies of such reports after the
filing thereof with the OCC (as such reports have since the time of their
filing been amended, or may after their filing, if after the date hereof, be
amended, the "Call Reports"). As of their respective dates, the Call Reports
complied or will comply in all material respects with the applicable regulatory
requirements (including regulatory accounting practices). As of their
respective dates, the Continental SEC Documents complied or will comply in all
material respects with the requirements of the Securities Act or the Exchange
Act, as the case may be, and the rules and regulations of the SEC thereunder
applicable to such Continental SEC Documents, and none of the Continental SEC
Documents contained or will contain any untrue statement of a material fact or
omitted or will omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made or will be made, not misleading. As of their respective
dates, the financial

-19-

<PAGE>
statements of Continental included or to be included in the Continental SEC
Documents (the "Continental Financial Statements") complied or will comply as
to form in all material respects with applicable accounting requirements and
with the published rules and regulations of the SEC with respect thereto, are
or will be in accordance with the books and records of Continental and its
Subsidiaries, which are or will be complete and accurate in all material
respects and which have been or will have been maintained in accordance with
good business practices, and present or will present fairly the consolidated
financial position and the consolidated results of operations, changes in
stockholders' equity and cash flows of Continental and its Subsidiaries as of
the dates and for the periods indicated, in accordance with GAAP, subject in
the case of interim financial statements to normal recurring year-end
adjustments and except for the absence of certain footnote information in the
unaudited statements. Prior to the date hereof, Continental has delivered to
BAC copies of the following financial statements, each of which has been
certified by Continental to the effect (which Continental hereby represents and
warrants), that such statements fairly present the financial condition and
results of operations for the period covered, subject only to normal year-end
adjustments necessary for fair presentation, and have been prepared on a basis
substantially consistent with the Continental Financial Statements separate
balance sheets and statements of operations for Continental and CB as at
December 31, 1993, and for the year then ended.

5.5 Information Supplied. None of the information supplied or to be
supplied by Continental for inclusion or incorporation by reference in (i) the
registration statement on Form S-4 to be filed with the SEC by BAC in
connection with the issuance of shares of BAC Common Stock and BAC Mirror
Preferred Stock in the Merger (the "S-4") will, at the time the S-4 is filed
with the SEC and at the time it becomes effective under the Securities Act,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which such statements were made, not
misleading, and (ii) the Proxy Statement will, at the date of mailing to
Continental stockholders and at the time of the Stockholders' Meeting, not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. All documents that Continental is responsible for filing with any
Governmental Entity in connection with the transactions contemplated hereby
will comply as to form in all material respects with the provisions of
applicable law, including applicable provisions of the Securities Act and the
Exchange Act. Without limiting any of the representations and warranties
contained herein, no representation or warranty to BAC by Continental herein
and no statement by Continental or other information contained in the
Continental Disclosure Schedule or any document incorporated by reference
therein, as of the date of such document, contains or contained or as to the
Continental Disclosure Schedule shall contain, any untrue statement of material
fact, or, at the date thereof, omitted or shall omit to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which such statements are or will be made, not misleading.

5.6 Compliance with Applicable Laws. Continental and its Subsidiaries
hold all permits, licenses, variances, exemptions, orders and approvals of all
Governmental Entities which are material to the operation of the businesses of
Continental and its Subsidiaries, taken as a whole (the "Continental Permits").
Continental and its Subsidiaries are in compliance with the terms of the
Continental Permits. Except as disclosed in the Continental SEC Documents
filed prior to the date of this Agreement, the businesses of Continental and
its Subsidiaries are not being conducted in violation of any law, ordinance or
regulation of any Governmental Entity. Without limiting the generality of the
foregoing, each investment of each Subsidiary of Continental which is a small
business investment company complies in all material respects with the laws,
rules and regulations administered by the United States Small Business
Administration. Except for routine examinations by the Bank Regulators
(including examinations in connection with CB's application to convert to a
state bank), and except as set forth in the Continental Disclosure Schedule, to
the knowledge of Continental, no investigation by any Governmental Entity with
respect to Continental or any of its Subsidiaries is pending or threatened.

-20-

<PAGE>
5.7 Other Activities of Continental and its Subsidiaries.

(a) Neither Continental nor any of its Subsidiaries that is not a bank
directly or indirectly engages in any activity prohibited by the Federal
Reserve Board. Without limiting the generality of the foregoing, any equity
investment of Continental and each Subsidiary that is not a bank is not
prohibited by the Federal Reserve Board. CB engages only in activities
permissible for national banks and permissible under applicable OCC and FDIC
regulations.

(b) Except as set forth in the Continental Disclosure Schedule, neither
Continental nor any Subsidiary engages in any insurance activities other than
acting as a principal, agent or broker for insurance that is directly related
to an extension of credit by Continental or any Subsidiary and limited to
assuring the repayment of the balance due on the extension of credit in the
event of the death, disability or involuntary unemployment of the debtor. The
Continental Disclosure Statement describes all licenses and approvals held by
Continental and any Subsidiary (and any officer, director or employee of any of
them) to conduct any insurance activities, whether as principal, agent, broker
or otherwise.

(c) Except as set forth in the Continental Disclosure Schedule, neither
Continental nor any Subsidiary, in connection with its activities relating to
funds transfers, (i) is in default under any agreement to which it is a party
relating to the transfer of funds or settlement with respect to such transfers;
or (ii) has agreed to be or is liable for consequential damages for its error
or delay in acting on requests for the transfer of funds. Each of Continental
and its Subsidiaries, as applicable, has adopted and followed procedures
reasonably adapted to avoid such errors and delay, has adopted commercially
reasonable security procedures (as such term is defined in section 4A-202 of
the Uniform Commercial Code) for verifying the authenticity of requests
received for the transfer of funds, and, to Continental's knowledge, is in
compliance with applicable laws of Governmental Entities relating to the
transfer of funds and settlement with respect thereto with the applicable
operating rules of each funds transfer system of which it is a member or by
which it is bound.

(d) Except as disclosed in the Continental Disclosure Schedule, to
Continental's knowledge, CB has performed all personal trust, corporate trust
and other fiduciary activities ("Trust Activities") with requisite authority
under applicable law of Governmental Entities and in accordance with the
agreed-upon terms of the agreements and instruments governing such Trust
Activities, sound fiduciary principles and applicable law and regulation
(specifically including but not limited to section 9 of Title 12 of the Code of
Federal Regulations); there is no investigation or inquiry by any Governmental
Entity pending, or to the knowledge of Continental, threatened, against or
affecting Continental or any Significant Subsidiary thereof relating to the
compliance by Continental or any such Subsidiary with sound fiduciary
principles and applicable regulations; and each employee of CB had the
authority to act in the capacity in which he or she acted with respect to Trust
Activities in each case in which such employee held himself or herself out as a
representative of CB; and CB has established policies and procedures for the
purpose of complying with applicable laws of Governmental Entities relating to
Trust Activities, has followed such policies and procedures in all material
respects and has performed appropriate internal audit reviews of, and has
engaged independent accountants to perform audits of, Trust Activities, which
audits have disclosed no material violations of applicable laws of Governmental
Entities or such policies and procedures. Neither Continental nor any
Subsidiary thereof (other than CB and its Subsidiaries) engages in Trust
Activities in the United States.

5.8 Litigation.

(a) The Continental Disclosure Schedule contains a true, correct and
complete list as of the delivery thereof of all suits, claims, actions,
investigations or proceedings of any nature by any Person that are pending or,
to Continental's knowledge, threatened (i) against or otherwise involving,
directly or indirectly, Continental, any of its Subsidiaries or any of their
respective properties (including, without limitation, any such matter with
respect to Taxes), or (ii) against or otherwise involving, directly or
indirectly, any officer, director, employee or

-21-

<PAGE>
agent of Continental or any of its Subsidiaries (in connection with such
officer's, director's, employee's or agent's activities on behalf of it or that
otherwise relate, directly or indirectly, to Continental or any of its
Subsidiaries or properties or the securities or activities of any of them),
including, without limitation, any derivative actions that have been requested,
and any matters involving Continental's securities, including, without
limitation, matters involving allegations of insider trading; provided that any
matters involving claims of less than $100,000 need not be included thereon.

(b) The Continental Disclosure Schedule contains a true, correct and
complete list as of the date of delivery thereof of all pending suits, claims,
actions, investigations or proceedings of any nature involving claims in the
amount of $100,000 or more or involving material claims for specific
performance or injunctive relief by or on behalf of Continental, any of its
Subsidiaries or any officer, director, employee or agent of any of them that
relate, directly or indirectly, to Continental or any of its Subsidiaries or
any of their respective properties, including without limitation, types of
actions referred to in Section 5.8(a), but excluding routine collection or
foreclosure actions involving single-family homes and consumer loans.

5.9 Taxes. Continental and each of its Subsidiaries have filed all tax
returns required to be filed by any of them and have paid (or Continental has
paid on their behalf), or have set up an adequate reserve for the payment of,
all taxes required to be paid as shown on such returns, and the most recent
financial statements contained in the Continental SEC Documents reflect an
adequate tax reserve in accordance with GAAP. No deficiencies for any taxes
have been proposed, asserted or assessed against Continental or any of its
Subsidiaries that are not adequately reserved for. Except with respect to
claims for refund, the federal income tax returns of Continental and each of
its Subsidiaries consolidated in such returns have been examined by and settled
with the United States Internal Revenue Service (the "IRS"), or the statute of
limitations with respect to such years has expired (and no waiver extending the
statute of limitations has been requested or granted), for all years through
1989. For the purpose of this Agreement, the term "Tax" (including, with
correlative meaning, the terms "Taxes" and "Taxable") shall include, except
where the context otherwise requires, all federal, state, local and foreign
income, profits, franchise, gross receipts, payroll, sales, employment, use,
property, withholding, excise, occupancy and other taxes, duties or assessments
of any nature whatsoever, together with all interest, penalties and additions
imposed with respect to such amounts.

5.10 Tax Disclosure. The Continental Disclosure Schedule will set forth
as of the date of delivery thereof as well as on an estimated basis as of the
Effective Time: (i) a complete schedule of the tax and book basis differences
of Continental and each of its Significant Subsidiaries in its respective
assets; (ii) a complete listing of the amount of any net operating loss, net
capital loss, unused investment or other credits, unused foreign tax credits,
or excess charitable contributions allocable to Continental or any of its
Subsidiaries; and (iii) a complete listing of the amount of any material
deferred gain or loss allocable to Continental or any of its Subsidiaries
arising out of any deferred intercompany transaction.

5.11 Certain Agreements. Except as disclosed in the Continental
Disclosure Schedule or the Continental SEC Documents filed prior to the date
hereof and except for this Agreement, as of the date of this Agreement, neither
Continental nor any of its Subsidiaries is a party to any written or, to
Continental's knowledge, oral (i) consulting or independent contractor
agreement (other than contracts entered into in the ordinary course of
business) not terminable on 30 days' or less notice or involving the payment of
more than $100,000 per annum, in the case of any such agreement with an
individual, or $250,000 per annum, in the case of any other such agreement, or
union, guild or collective bargaining agreement, (ii) material joint venture,
(iii) noncompetition or similar agreement that restricts Continental or its
Subsidiaries from engaging in a line of business, (iv) agreement with any
executive officer or other key employee of Continental or any Subsidiary of
Continental the benefits of which are contingent, or the terms of which are
materially altered, upon the occurrence of a transaction involving Continental
or CB of the nature contemplated by this Agreement or the Stock Option
Agreement, (v) agreement with any executive officer or other employee of
Continental or any Subsidiary of Continental providing for other than at-will
employment, other than individuals

-22-

<PAGE>
who are treated as employed for purposes of vesting with respect to benefits
under any Plan and who (x) have such status for not more than three years and
(y) in respect to which Continental's obligation to make any payments do not
exceed $100,000 per annum, (vi) agreement or plan, including any stock option
plan, retirement or pension plan, stock appreciation rights plan, restricted
stock plan or stock purchase plan, any of the benefits of which will be
increased, or the vesting of the benefits of which will be accelerated, by the
occurrence of any of the transactions contemplated by this Agreement or the
Stock Option Agreement, or the value of any of the benefits of which will be
calculated on the basis of any of the transactions contemplated by this
Agreement or the Stock Option Agreement, (vii) any real property lease with
annual rental payments aggregating $1,000,000 or more, or (viii) any other
contract or agreement which would be required to be disclosed as an exhibit to
Continental's annual report on Form 10-K and which has not been so disclosed.
True and correct copies of all such agreements referred to above in this
Section 5.11, as BAC shall request, will be delivered or furnished to BAC by
Continental.

5.12 Employee Benefit Plans; ERISA.

(a) Continental will deliver to BAC true and complete copies of all Plans
(as defined below) to which Continental or any Subsidiary is a party and in
which any current or former officer, director, employee or agent of Continental
or any Subsidiary participates. All such Plans are set forth in the
Continental Disclosure Schedule. There are no plans of Continental or any
Subsidiary which are not evidenced by such written documents. The term "Plan"
shall include (i) any "employee benefit plan" within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), (ii) any profit sharing, pension, deferred compensation, bonus,
stock option, stock purchase, severance, retainer, consulting, "cafeteria"
benefits under section 125 of the Code, health, welfare or incentive plan or
agreement, whether legally binding or not, including any post-employment
benefits, (iii) any plan, agreement, contract, program, arrangement, or policy
providing for "fringe benefits" to its employees, including but not limited to
vacation, paid holidays, personal leave, severance, employee discount,
education benefit or similar programs, or (iv) any employment agreement.

(b) Neither Continental nor any Subsidiary (i) has made any contributions
to, (ii) has ever been a member of a controlled group which contributed to, or
(iii) since 1987 has ever been under common control with an employer that
contributed to any "multiemployer plan" as that term is defined in section
3(37) of ERISA.

(c) Except as set forth in the Continental Disclosure Schedule, all
reports, forms and other documents required to be filed with any Governmental
Entity or distributed to plan participants with respect to any Plan subject to
ERISA (including, without limitation, summary plan descriptions, Form 5500 and
summary annual reports) have been timely filed (if applicable) and distributed
(if applicable) and were accurate in all material respects. Continental will
deliver to BAC copies of all such reports, forms and documents required to have
been filed or distributed for 1991, 1992 and 1993.

(d) Except as set forth in the Continental Disclosure Schedule, each Plan
that is intended to qualify under sections 401(a) and 501(a) of the Code and
its related trust, if any, comply in form and in operation with sections 401(a)
and 501(a) of the Code and have been determined by the IRS to qualify, and, to
the knowledge of Continental, nothing has since occurred to cause the loss of
the Plan's qualification.

(e) All contributions to each Plan for all periods ending prior to the
Effective Time (including periods from the first day of the current plan year
to the date immediately preceding the Effective Time) will be made prior to the
Effective Time by Continental in accordance with past practice and the
recommended contribution in any applicable actuarial report.

(f) All insurance premiums have been paid in full, subject only to normal
retrospective adjustments in the ordinary course, with regard to the Plans for
policy years or other applicable policy periods ending before the Effective
Time, and have been paid as required

-23-

<PAGE>
under the policies for policy years or other applicable policy periods
beginning on or before the Effective Time and ending on or after the Effective
Time.

(g) As of the Effective Time, no Plan subject to Title IV of ERISA has
benefit liabilities (as defined in section 4001(a)(16) of ERISA) exceeding the
assets of such Plan or has been completely or partially terminated.

(h) With respect to each Plan:

(1) it has been administered in all material respects in accordance
with its terms and applicable laws and regulations, including ERISA and the
Code, and no event has occurred which, through the passage of time or the
giving of notice, or both, would constitute a default of a term or condition
thereunder or would cause the acceleration of any obligation of any party
thereto;

(2) no actions or claims (other than routine claims for benefits
made in the ordinary course of Plan administration for which Plan
administrative review procedures have not been exhausted) are pending,
threatened or imminent against or with respect to the Plan, any employer who
is participating (or who has participated) in any Plan or any fiduciary of
the Plan; and

(3) neither Continental nor any Subsidiary (other than Subsidiaries
not controlled by Continental) nor, to Continental's knowledge, any fiduciary
of the Plan has any knowledge of any facts which could give rise to any such
action or claim.

(i) With respect to each Plan which is an employee benefit plan, as
defined under section 3(3) of ERISA:

(1) to Continental's knowledge, no prohibited transactions (as
defined in section 406 of ERISA or section 4975 of the Code) have occurred;

(2) no accumulated funding deficiency (within the meaning of section
302 of ERISA or section 412 of the Code) has been incurred with respect to
any Plan, whether or not waived; and

(3) no reportable event (as defined in section 4043 of ERISA) has
occurred as to which a notice would be required to be filed with the Pension
Benefit Guaranty Corporation.

(j) Neither Continental nor any Subsidiary (other than Subsidiaries not
controlled by Continental) has liability or (to the knowledge of Continental)
is threatened with any liability (i) for the termination of any single employer
plan under section 4062 or 4064 of ERISA or any multiple employer plan under
section 4063 of ERISA, (ii) for any lien imposed under section 302(f) of ERISA
or section 412(m) of the Code, (iii) for any interest payments required under
section 302(e) of ERISA or section 412(m) of the Code, (iv) for any excise tax
imposed by section 4971, 4975, 4976, 4977 or 4979 of the Code, (v) for any
minimum funding contributions under section 302(c)(11) of ERISA or section
412(c)(11) of the Code, (vi) for a fine under section 502 of ERISA, or (vii)
for any transaction within the meaning of section 4069 of ERISA.

(k) Each health care plan, to the extent applicable, is in compliance
with the continuation of group health coverage provisions contained in the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the
Medicare as secondary payor requirements for group health plans at section
1395(b)(1) of Title 42 of the United States Code.

(l) There are no negotiations or demands which, but for this Agreement
would have been reasonably likely to result in any material change to a
material Plan which are pending or

-24-

<PAGE>
have been made which concern matters now covered, or that would be covered, by
the type of agreements that would be Plans.

(m) All expenses and liabilities relating to all of the Plans have been,
and will at the Effective Time be, fully and properly accrued on Continental's
or the Subsidiary's books and records and disclosed in accordance with GAAP and
in Plan financial statements.

(n) Neither Continental and its Subsidiaries, nor any current or former
officer, director, employee or agent of Continental has made any promises,
commitments or representations concerning post-employment health care or
insurance to any employee, former employee or retiree of Continental or any
Subsidiary which would affect the ability of Continental and its Subsidiaries
in any way to amend, modify or terminate such post-employment health care or
insurance.

(o) With respect to the Plans, individually and in the aggregate, no
event has occurred and, to the knowledge of Continental or any of its
Subsidiaries, there exists no condition or set of circumstances, in connection
with which Continental or any of its Subsidiaries is subject to any liability
on the part of Continental or such Subsidiary (except liability for benefits
claims and funding obligations payable in the ordinary course) under ERISA, the
Code or any other applicable law.

5.13 Subsidiaries. Exhibit 22 to Continental's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, includes all the material
Subsidiaries of Continental as of the date hereof and indicates for each such
Subsidiary as of such date the jurisdiction of its incorporation. Each of
Continental's Subsidiaries that is a bank (as defined in the BHCA) is an
"insured bank" as defined in the FDIA and applicable regulations thereunder.

5.14 Agreements with Bank Regulators. Except as disclosed in the
Continental Disclosure Schedule, neither Continental nor any of its
Subsidiaries is a party to any written agreement or memorandum of understanding
with, or a party to any commitment letter or similar undertaking to, or is
subject to any order or directive by, or is a recipient of any extraordinary
supervisory letter from (collectively or individually, a "Regulatory
Agreement"), any Bank Regulator which restricts materially the conduct of its
business, or in any manner relates to its capital adequacy, its credit policies
or its management, nor has Continental been advised by any Bank Regulator that
it is contemplating issuing or requesting (or is considering the
appropriateness of issuing or requesting) any such order, decree, agreement,
memorandum of understanding, extraordinary supervisory letter, commitment
letter or similar submission.

5.15 Absence of Certain Changes or Events. Except as disclosed in the
Continental SEC Documents filed prior to the date hereof, since September 30,
1993, Continental and its Subsidiaries have not incurred any material
liability, except in the ordinary course of their business consistent with
their past practices, nor has there been any change, or any event involving a
prospective change, in the Condition of Continental or any of its Subsidiaries
which has had, or is reasonably likely to have, an adverse financial effect on
Continental exceeding individually or in the aggregate $5,000,000. Without
limiting the generality of the foregoing, since such date, except as set forth
in the Continental Disclosure Schedule, there has not been any change in any of
the licenses, permits or franchises of Continental or any Subsidiary thereof
that has had or can reasonably be expected to have an adverse financial effect
on Continental individually or in the aggregate exceeding $5,000,000, or any
damage, destruction or other casualty loss (whether or not covered by
insurance) that has had or can reasonably be expected to have such an adverse
financial effect on Continental, except in the ordinary course of business, any
amendment, modification or termination of any existing, or entering into any
new, contract, agreement, plan, lease, license, permit or franchise that is
material to the Condition of Continental, any disposition by Continental or a
Subsidiary thereof, of an asset that is material to Continental, except sales
of properties in the ordinary course of business, or entering into any new
employment agreement or Plan by Continental or any Subsidiary thereof, or any
increase by Continental or any Subsidiary in the rate of compensation or the
benefits payable or to become payable to any officer or other employee in
excess of 10% per annum or

-25-

<PAGE>
to any agent or consultant in excess of the current customary practice of
Continental and its Subsidiaries (except as otherwise expressly contemplated by
the terms of this Agreement).

5.16 Section 203 of the DGCL and Other State Takeover Laws Not Applicable.
The provisions of section 203 of the DGCL will not, prior to the termination of
this Agreement (assuming that neither BAC nor any of its affiliates or
associates (as such terms are defined in the Exchange Act) (i) beneficially
owns, directly or indirectly, or (ii) are parties to any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting or disposing of,
in each case, shares of capital stock of Continental, which in the aggregate,
represent 10% or more of the outstanding shares of capital stock of Continental
entitled to vote generally in the election of directors (other than shares held
in a fiduciary capacity)), apply to this Agreement, the Stock Option Agreement,
the Merger or the transactions contemplated hereby and thereby. Continental
has taken all steps necessary to irrevocably exempt the transactions
contemplated by this Agreement and by the Stock Option Agreement from any other
applicable State Takeover Law and from any applicable charter or contractual
provision containing change of control or anti-takeover provisions.

5.17 Continental Rights Agreement. The Continental Rights Agreement has
been amended so as to provide that BAC will not become an "Acquiring Person"
and that no "Stock Acquisition Date" or "Distribution Date" (as such terms are
defined in the Continental Rights Agreement) will occur as a result of the
approval, execution or delivery of this Agreement or the Stock Option Agreement
or the consummation of the Merger pursuant to this Agreement or the acquisition
of shares of Continental Common Stock by BAC pursuant to the Stock Option
Agreement.

5.18 Properties. Except for Liens arising in the ordinary course of
business after the date hereof, Continental and its Subsidiaries have good and
marketable title, free and clear of all Liens that are material to the
Condition of Continental and its Subsidiaries on a consolidated basis, to all
their material properties and assets whether tangible or intangible, real,
personal or mixed, reflected in the Continental Financial Statements as being
owned by Continental and its Subsidiaries as of the date hereof. All
buildings, and all fixtures, equipment and other property and assets which are
material to its business on a consolidated basis, held under leases or
subleases by any of Continental or its Subsidiaries are held under valid
instruments enforceable in accordance with their respective terms, subject to
the Remedies Exception. Substantially all of Continental's and its
Subsidiaries' equipment in regular use has been well maintained and is in good
and serviceable condition, reasonable wear and tear excepted.

5.19 Allowance for Credit Losses. The allowance for credit losses (the
"Allowance") shown on the consolidated statements of condition of Continental
and its Subsidiaries as of December 31, 1993 furnished to BAC pursuant to
Section 5.4 was, and the Allowance shown on the consolidated statements of
condition of Continental and its Subsidiaries as of dates subsequent to the
date hereof included in the Continental Financial Statements will be, in each
case as of the dates thereof, adequate to provide for losses relating to or
inherent in the loan and lease portfolios (including accrued interest
receivables) of Continental and its Subsidiaries and other extensions of credit
(including letters of credit and commitments to make loans or extend credit) by
Continental and its Subsidiaries.

5.20 Tax and Certain Regulatory Matters. Neither Continental nor any of
its Subsidiaries has taken or agreed to take any action or has any knowledge of
any fact or circumstance that would (i) prevent the transactions contemplated
hereby, including the Merger, from qualifying as a reorganization within the
meaning of section 368 of the Code, or (ii) materially impede or delay receipt
of any approval referred to in Section 9.1(b).

5.21 Material Contract Defaults. Except as set forth in the Continental
Disclosure Schedule, neither Continental nor any of its Subsidiaries is, or has
received any notice or has any knowledge that any other party is, in default in
any respect under any contract, agreement, commitment, arrangement, lease,
insurance policy or other instrument to which Continental or any of its
Subsidiaries is a party or by which Continental or any of its Subsidiaries or
the assets,

-26-

<PAGE>
business or operations thereof may be bound or affected or under which it or
its respective assets, business or operations receives benefits, except for
those defaults which have not had, or cannot reasonably be expected to have,
individually or in the aggregate, an adverse financial effect exceeding
$5,000,000; and there has not occurred any event that with the lapse of time or
the giving of notice or both would constitute such a default.

5.22 Insurance. Except as set forth in the Continental Disclosure
Schedule, Continental and each of its Subsidiaries are presently insured, and
during each of the past five calendar years have been insured, for reasonable
amounts against such risks as companies engaged in a similar business would, in
accordance with good business practice, customarily be insured. Except as set
forth in the Continental Disclosure Schedule, the policies of fire, theft,
liability and other insurance maintained with respect to the assets or
businesses of Continental and its Subsidiaries provide adequate coverage
against loss, and the fidelity bonds and bankers' blanket bonds in effect as to
which any of Continental or its Subsidiaries is a named insured are sufficient
for their purpose.

5.23 Labor and Employment Matters. Except to the extent set forth in the
Continental Disclosure Schedule, to Continental's knowledge, (a) Continental
and its Subsidiaries are and have been in compliance in all respects with all
applicable laws of Governmental Entities respecting employment and employment
practices, terms and conditions of employment and wages and hours, including,
without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker
Adjustment and Retraining Notification Act ("WARN"), any such laws respecting
employment discrimination, disability rights or benefits, equal opportunity,
plant closure issues, affirmative action, workers' compensation, employee
benefits, severance payments, labor relations, employee leave issues, wage and
hour standards, occupational safety and health requirements and unemployment
insurance and related matters, and are not engaged in and have not engaged in
any unfair labor practice; (b) no investigation or review by or before any
Governmental Entity concerning any possible conflicts with or violations of any
such applicable laws is pending, nor is any such investigation threatened, nor
has any such investigation occurred during the last three years, and no
Governmental Entity has provided any notice to Continental or any of its
Subsidiaries or otherwise asserted an intention to conduct any such
investigation or review, nor is there any basis for any such investigation or
review; (c) there is no labor strike, dispute, slowdown or stoppage actually
pending or threatened against or directly affecting Continental or any of its
Subsidiaries; (d) no union representation question or union organizational
activity exists respecting the employees of Continental or any of its
Subsidiaries; (e) no collective bargaining agreement exists which is binding on
Continental or any of its Subsidiaries; (f) neither Continental nor any of its
Subsidiaries has experienced any material work stoppage or other material labor
difficulty since December 31, 1990; (g) neither Continental nor any of its
Subsidiaries is delinquent in payments to any of its officers, directors,
employees or agents for any wages, salaries, commissions, bonuses or other
direct compensation for any services performed by them or amounts required to
be reimbursed to such officers, directors, employees or agents; (h) in the
event of termination of the employment of any of said officers, directors,
employees or agents for any reason, neither Continental, any of its
Subsidiaries, BAC, the Merger Corporation, nor any other Subsidiaries of BAC,
will, pursuant to any agreement or by reason of anything done prior to the
Effective Time by Continental or any of its Subsidiaries or predecessors, be
liable to any of said officers, directors, employees or agents for so-called
"severance pay" or any other similar payments or benefits, including, without
limitation, post-employment health care (other than pursuant to COBRA) or
insurance benefits; (i) all benefits payable to current, terminated or retired
employees, including, without limitation, post-employment health care or
insurance benefits, may be modified or terminated by Continental at any time;
(j) within the three-year period prior to the date hereof there has not been
any termination of employment of any officer, director, employee or agent of
Continental or any of its Subsidiaries who receives salary or compensation in
excess of $100,000 per annum or any termination of any officer, director,
employee or agent of Continental or its Subsidiaries that could result in a
liability to BAC in excess of $100,000; and (k) all employees of Continental
and its Subsidiaries are employed at will. In furtherance and not in
limitation of the representations and warranties set forth in Sections 5.6 and
5.8, there are no pending or, to Continental's knowledge, threatened suits,
claims, actions, charges,

-27-

<PAGE>
investigations or proceedings of any nature respecting employment and
employment practices, terms and conditions of employment and wages and hours,
including without limitation (A) under or alleging violation of IRCA, NLRA,
FLSA, WARN or any applicable law respecting employment discrimination, equal
opportunity, labor relations, affirmative action, disability rights or
benefits, employee leave issues or wage and hour standards, workers'
compensation, plant closure issues, employee benefits, severance payments,
occupational safety and health requirements or unemployment insurance and
related matters, or (B) relating to alleged unfair labor practices (or the
equivalent thereof under any applicable law).

5.24 Material Interests of Certain Persons. Except as disclosed in
Continental's Proxy Statement for its 1993 Annual Meeting of Stockholders or as
set forth in the Continental Disclosure Schedule, no officer or director of
Continental, or any "associate" (as such term is defined in Rule 14a-1 under
the Exchange Act) of any such officer or director, has any material interest in
any material contract or property (real or personal), tangible or intangible,
used in or pertaining to the business of Continental or any of its
Subsidiaries.

5.25 Registration Obligations. Except as set forth in the Continental
Disclosure Schedule, neither Continental nor any of its Subsidiaries is under
any obligation, contingent or otherwise, which will survive the Merger by
reason of any agreement to register any of its securities under the Securities
Act.

5.26 Brokers and Finders. Except as set forth in the Continental
Disclosure Schedule, neither Continental nor any of its Subsidiaries nor any of
their respective officers, directors or employees has employed any broker or
finder or incurred any liability for any financial advisory fees, brokerage
fees, commissions or finder's fees, and no broker or finder has acted directly
or indirectly for Continental or any of its Subsidiaries in connection with
this Agreement or the transactions contemplated hereby.

5.27 Environmental Matters. Neither Continental, any of its Subsidiaries,
nor any properties or businesses owned or operated by Continental or any of its
Subsidiaries, whether or not held in a fiduciary or representative capacity,
has been or is in violation of or liable under any Environmental Law (as
hereinafter defined), except for such violations or liabilities that,
individually or in the aggregate, that would not reasonably be expected to have
an adverse financial effect exceeding $5,000,000. There are no actions, suits
or proceedings, or demands, claims, notices or investigations (including
without limitation notices, demand letters or requests for information from any
environmental agency) instituted or pending, or to the best knowledge of
Continental's management, threatened relating to the liability of any
properties or businesses owned or operated by Continental or any of its
Subsidiaries, whether or not held in a fiduciary or representative capacity,
under any Environmental Law, except for liabilities or violations that would
not reasonably be expected to have, individually or in the aggregate, a
financial exposure in excess of $5,000,000. Neither Continental nor any of its
Subsidiaries is responsible in any material respect under any Environmental Law
for any release by any person at or in the vicinity of real property of any
contaminant, pollutant, hazardous substance, hazardous waste, hazardous
pollutant, toxic pollutant, toxic waste or toxic substance ("Contaminant"),
including without limitation by spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing of
any such Contaminant into the environment (collectively, "Release") nor is
Continental or any of its Subsidiaries responsible for any material costs of
any response action required by virtue of any Release of any Contaminant into
the environment including, without limitation, costs arising from
investigation, removal or remediation of Contaminants, security fencing,
alternative water supplies, temporary evacuation and housing and other
emergency assistance undertaken by any environmental regulatory body or any
other person. "Environmental Law" means any federal, state, local or foreign
law, statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree, injunction or
agreement with any Governmental Entity relating to (i) the protection,
preservation or restoration of the environment (including, without limitation,
air, water vapor, surface water, groundwater, drinking water supply, surface
soil, subsurface soil, plant and animal life or any other natural resource),
and/or (ii) the use, storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release (or

-28-

<PAGE>
threatened release) or disposal of any substance presently listed, defined,
designated or classified as hazardous, toxic, radioactive or dangerous by any
Governmental Entity or otherwise regulated, whether by type or by quantity,
including any material containing any such substance as a component.
Continental has established policies and procedures for the purpose of
complying with applicable laws and regulations of Governmental Entities
relating to Environmental Laws, and has caused its operations to be conducted
in compliance therewith in all material respects.

5.28 Accounting Records.

(a) Each of Continental and its Subsidiaries maintains records that
accurately, validly and fairly reflect its transactions and dispositions of
assets and maintains a system of internal accounting controls, policies and
procedures sufficient to make it reasonable to expect that (i) such
transactions are executed in accordance with its management's general or
specific authorization, (ii) such transactions are recorded in conformity with
GAAP and in such a manner as to permit preparation of financial statements in
accordance with GAAP and any other criteria applicable to such statements and
to maintain accountability for assets, (iii) access to assets is permitted only
in accordance with management's general or specific authorization, (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences, and (v) records of such transactions are retained, protected and
duplicated in accordance with prudent banking practices and applicable
regulatory requirements.

(b) The data processing equipment, data transmission equipment, related
peripheral equipment and software used by Continental and its Subsidiaries in
the operation of their businesses (including any disaster recovery facility) to
generate and retrieve such records (whether owned or leased by Continental or
any Subsidiaries, or provided under any agreement or other arrangement with a
third party for data processing services) are adequate for the needs of
Continental and its Subsidiaries.

(c) Continental will deliver to BAC true, correct and complete copies of
all annual management letters and opinions, and has made available to BAC for
inspection all reviews, correspondence, and other documents in the files of
Continental and CB, prepared by any certified public accounting firm and
delivered to Continental or CB since January 1, 1989.

5.29 Undisclosed Liabilities. Except as disclosed in the Continental
Disclosure Schedule, neither Continental nor any of its Subsidiaries is subject
to any liabilities of any nature (whether or not required to be accrued or
disclosed under SFAS No. 5) which have had or can reasonably be expected to
have an adverse financial effect with respect to Continental exceeding
$5,000,000, except (i) to the extent set forth or provided for in the
Continental Financial Statements and (ii) such liabilities incurred since the
date of the most recent Continental Financial Statement in the ordinary course
of business and none of which has had or can reasonably be expected to have
individually or in the aggregate an adverse financial effect with respect to
Continental exceeding $5,000,000.

5.30 Intellectual Property Rights. To Continental's knowledge, the
Continental Disclosure Schedule contains a true, correct and complete list of
all trademarks, service marks and patents used by Continental and its
Subsidiaries in the conduct of their respective businesses. To Continental's
knowledge, Continental or one of its Subsidiaries owns, has the exclusive right
to use, sell, license or dispose of, has the exclusive right to bring actions
for the infringement of, and has taken all appropriate actions and made all
applicable applications and filings pursuant to any applicable laws of
Governmental Entities, as applicable, to perfect or protect its interest in,
all such trademarks, services marks and patents. Neither the execution,
delivery and performance of this Agreement nor the consummation of the Merger
or any of the other transactions contemplated hereby will in any way impair the
right of Continental or the Surviving Corporation to use, sell, license or
dispose of or to bring any action for the infringement of, any such trademarks,
service marks or patents. Continental and its

-29-

<PAGE>
Subsidiaries have taken all reasonable steps necessary or appropriate to
safeguard and maintain their respective proprietary rights in all such
trademarks, service marks and patents.

5.31 Investment Securities. Each of Continental and its Subsidiaries has
good and marketable title to all securities held by it (except securities sold
under repurchase agreements or held in any fiduciary or agency capacity), free
and clear of any mortgage, lien, pledge or encumbrance, except to the extent
such securities are pledged in the ordinary course of business consistent with
prudent banking practice to secure obligations of Continental or any of its
Subsidiaries. Such securities are valued on the books of Continental in
accordance with GAAP.

5.32 Loans.

(a) Except as disclosed in the Continental Disclosure Schedule, to
Continental's knowledge, (i) each outstanding loan, lease or other extension of
credit or commitment to extend credit of Continental or any of its Subsidiaries
is a legal, valid and binding obligation, is in full force and effect and is
enforceable in accordance with its terms except as may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
the rights of creditors generally or equitable principles limiting the right to
obtain specific performance or other similar relief; (ii) each of Continental
and its Subsidiaries has duly performed in all material respects all of its
respective obligations thereunder to the extent that such obligations to
perform have accrued; (iii) all documents and agreements necessary for
Continental or any Subsidiary that is a party thereto to enforce such loan,
lease or other extension of credit are in existence; (iv) no claims,
counterclaims, set-off rights or other rights exist, nor do the grounds for any
such claim, counterclaim, set-off right or other right exist, with respect to
any such loans, leases or other extensions of credit which could impair the
collectibility thereof; and (v) each such loan, lease and extension of credit
has been, in all material respects, originated and serviced in accordance with
Continental's or a Subsidiary's then applicable underwriting guidelines, the
terms of the relevant credit documents and agreements and applicable laws of
Governmental Entities.

(b) The Continental Disclosure Schedule lists all loan commitments
exceeding $1,000,000 of Continental and its Subsidiaries (with single-family
loan commitments and consumer commitments listed in the aggregate only)
outstanding as of the date hereof. Except as set forth in the Continental
Disclosure Schedule (with single-family loan commitments and consumer
commitments viewed in the aggregate only), (i) there are no loans, leases,
other extensions of credit or commitments to extend credit of Continental or
any of its Subsidiaries that have been or, to Continental's knowledge, should
have been classified by Continental and its Subsidiaries as "Other Assets
Especially Mentioned," "Substandard," "Doubtful," "Loss" or any comparable
classification, and (ii) there are no loans due to Continental or its
Subsidiaries as to which any payment of principal, interest or any other amount
is 30 days or more past due. Continental has provided to BAC true, correct and
complete information concerning the loan portfolios of Continental and each of
its Subsidiaries, and no material information with respect to the loan
portfolios has been withheld from BAC.

5.33 Interest Rate Risk Management Instruments.

(a) The Continental Disclosure Schedule contains a true, correct and
complete list of all interest rate swaps, caps, floors, and option agreements
and other interest rate risk management arrangements to which Continental or
any of its Subsidiaries is a party or by which any of their properties or
assets may be bound involving notional amounts exceeding $10,000,000.
Continental will deliver to BAC true, correct and complete copies of all such
interest rate risk management agreements and arrangements involving notional
amounts exceeding $10,000,000.

(b) All interest rate swaps, caps, floors and option agreements and other
interest rate risk management arrangements to which Continental or any of its
Subsidiaries is a party or by which any of their properties or assets may be
bound were entered into in the ordinary course of business and, to
Continental's knowledge, in accordance with prudent banking practice and

-30-

<PAGE>
applicable rules, regulations and policies of the Bank Regulators and with
counterparties believed to be financially responsible at the time and are
legal, valid and binding obligations enforceable in accordance with their terms
(except as may be limited by bankruptcy, insolvency, moratorium, reorganization
or similar laws affecting the rights of creditors generally and the
availability of equitable remedies), and are in full force and effect.
Continental and each of its Subsidiaries has duly performed in all material
respects all of its obligations thereunder to the extent that such obligations
to perform have accrued; and to Continental's knowledge, there are no breaches,
violations or defaults or allegations or assertions of such by any party
thereunder.

5.34 Compliance with Policies. Since January 1, 1992, Continental has
followed in all material respects its applicable internal credit, risk
management, trust, trading, equity investing and similar policies and
procedures in conducting the operations which are subject to such policies.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BAC

BAC represents and warrants to Continental as follows, subject only to such
limitations and exceptions as are set forth below:

6.1 Organization, Standing, and Authority. BAC is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is a bank holding company registered under the BHCA. Merger
Corporation will at the Effective Time be a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. BAC is
duly qualified to do business and in good standing in all jurisdictions
(whether federal, state, local or foreign) where its ownership or leasing of
property or the conduct of its business requires it to be so qualified. BAC
has all requisite corporate power and authority to carry on its business as now
conducted and to own, lease and operate its assets, properties and business,
and to execute and deliver this Agreement and perform the terms of this
Agreement. BAC has in effect all authorizations necessary for it to own or
lease its properties and assets and to carry on its business as now conducted.

6.2 Authorization of Merger and Related Transactions.

(a) The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action in respect thereof on the part of BAC, to the
extent required by applicable law. This Agreement represents a valid and
legally binding obligation of BAC, enforceable against BAC in accordance with
its terms.

(b) The execution and delivery of the Stock Option Agreement and the
consummation of the transactions contemplated thereby have been duly and
validly authorized by all necessary corporate action on the part of BAC. The
Stock Option Agreement represents the valid and legally binding obligation of
BAC, enforceable against BAC in accordance with its terms.

(c) Neither the execution and delivery of this Agreement or the Stock
Option Agreement by BAC, nor the consummation by BAC of the transactions
contemplated hereby or thereby nor compliance by BAC with any of the provisions
hereof or thereof will (i) conflict with or result in a breach of any provision
of BAC's Certificate of Incorporation or by-laws or (ii) constitute or result
in a breach of any term, condition or provision of, or constitute a default (or
an event which with notice or lapse of time or both would become a default)
under, or give rise to any right of termination, cancellation or acceleration
with respect to, or result in the creation of any Lien upon any property or
assets of BAC or any of its Subsidiaries pursuant to any note, bond, mortgage,
indenture, license, agreement, lease or other instrument or obligation

-31-

<PAGE>
to which any of them is a party or by which any of them or any of their
properties or assets may be subject, or (iii) subject to receipt of the
requisite approvals referred to in Sections 9.1(a) and 9.1(b) of this
Agreement, violate any order, writ, injunction, decree, statute, rule or
regulation applicable to BAC or any of its Subsidiaries or any of their
properties or assets.

6.3 Financial Statements. BAC (i) has delivered to Continental copies of
the consolidated balance sheets and the related consolidated statements of
income, consolidated statements of changes in stockholders' equity and
consolidated statements of cash flows (including related notes and schedules)
of BAC and its consolidated Subsidiaries as of and for the periods ended
September 30, 1993, December 31, 1992, 1991 and 1990 included in a quarterly
report filed on Form 10-Q or an annual report filed on Form 10-K, as the case
may be, filed by BAC or any of its Subsidiaries pursuant to the Exchange Act,
and (ii) will deliver to Continental promptly upon the filing thereof with the
SEC copies of the consolidated balance sheets and related consolidated
statements of income, consolidated statements of changes in stockholders'
equity and consolidated statements of cash flows (including related notes and
schedules) included in any SEC documents filed subsequent to the execution of
this Agreement (clauses (i) and (ii) collectively, the "BAC Financial
Statements"). The BAC Financial Statements (as of the dates thereof and for
the periods covered thereby) (A) are or will be in accordance with the books
and records of BAC and its Subsidiaries, which are or will be complete and
accurate in all material respects and which have been or will have been
maintained in accordance with good business practices, and (B) present or will
present fairly the consolidated financial position and the consolidated results
of operations, changes in stockholders' equity and cash flows of BAC and its
Subsidiaries as of the dates and for the periods indicated, in accordance with
GAAP, subject in the case of interim financial statements to normal recurring
year-end adjustments and except for the absence of certain footnote information
in the unaudited statements.

6.4 Information Supplied. None of the information supplied or to be
supplied by BAC for inclusion or incorporation by reference in the Proxy
Statement will, at the date of mailing to Continental stockholders and at the
time of the Stockholders' Meeting, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. All documents that
BAC is responsible for filing with any Governmental Entity in connection with
the transactions contemplated hereby will comply as to form in all material
respects with the provisions of applicable law, including applicable provisions
of the Securities Act and the Exchange Act. Without limiting any of the
representations and warranties contained herein, no representation or warranty
to Continental by BAC as of the date thereof contains any untrue statement of
material fact, or omits a material fact necessary in order to make the
statements contained therein, in light of the circumstances under which such
statements are or will be made, not misleading.

6.5 Capital Stock. At the Effective Time, BAC Common Stock and the BAC
Mirror Preferred Stock, issued pursuant to the Merger, will be duly authorized,
validly issued, fully paid and nonassessable and not subject to preemptive
rights.

6.6 Tax and Regulatory Matters. Neither BAC nor any of its Subsidiaries
has taken or agreed to take any action or has any knowledge of any fact or
circumstance that would (i) prevent the transactions contemplated hereby,
including the Merger, from qualifying as a reorganization within the meaning of
section 368 of the Code, (ii) materially impede or delay receipt of any
approval referred to in Section 9.1(b), or (iii) as of the date hereof and as
of the Closing Date, result in any condition or restriction referred to in
Section 9.3(j).

6.7 Brokers and Finders. Except as previously disclosed to Continental,
neither BAC nor any of its Subsidiaries nor any of their respective officers,
directors or employees has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or
finder's fees, and no broker or finder has acted directly or indirectly for BAC
or any of its Subsidiaries in connection with this Agreement or the
transactions contemplated hereby.

-32-

<PAGE>
6.8 Allowance for Credit Losses. The Allowance shown on the consolidated
statements of condition of BAC and its Subsidiaries as of December 31, 1993,
heretofore furnished to Continental was, and the Allowances shown on the
consolidated statements of condition of BAC and its Subsidiaries as of any date
subsequent to the date hereof included in the BAC Financial Statements will be,
in each case as of the dates thereof, adequate to provide for losses relating
to or inherent in the loan and lease portfolios (including accrued interest
receivables) of BAC and its Subsidiaries and other extensions of credit
(including letters of credit and commitments to make loans or extend credit) by
BAC and its Subsidiaries.

6.9 Absence of Certain Changes or Events. Except as disclosed in BAC SEC
Documents filed prior to the date of this Agreement, since September 30, 1993,
BAC and its Subsidiaries have not incurred any liability material to BAC and
its Subsidiaries taken as whole, except in the ordinary course of their
business consistent with their past practices, nor has there been any change,
or any event involving a prospective change in the Condition of BAC and its
Subsidiaries which has had, or is reasonably likely to have, a Material Adverse
Effect.

6.10 Litigation. As of the date of this Agreement, there is no suit,
action or proceeding pending or, to the knowledge of BAC, threatened, against
or affecting BAC or any Subsidiary of BAC which is required to be disclosed in
any BAC SEC Document pursuant to Item 103 of Regulation S-K of the SEC, which
has not been so disclosed.

ARTICLE VII

CONDUCT OF CONTINENTAL'S BUSINESSES

7.1 Conduct of Business. From the date hereof to the Effective Time,
Continental shall, and shall cause each of its Subsidiaries to, (i) conduct its
business in the usual, regular and ordinary course consistent with past
practice and (ii) use its best efforts to maintain and preserve intact its
business organization, employees and advantageous business relationships and
retain the services of its officers and key employees.

7.2 Forbearances. Except as provided in this Agreement or as otherwise
agreed by the parties in writing, from the date hereof to the Effective Time,
Continental shall not, and shall not permit any of its Subsidiaries that are
subject to its control to, without the prior written consent of BAC (and
Continental shall provide BAC with prompt notice of any events referred to in
this Section 7.2 occurring after the date hereof):

(a) other than in the ordinary course of business consistent
with past practice, incur any indebtedness for borrowed money (other than
short-term indebtedness incurred to refinance short-term indebtedness and
indebtedness of Continental or any of its Subsidiaries to Continental or any
of its Subsidiaries; it being understood and agreed that incurrence of
indebtedness in the ordinary course of business shall include, without
limitation, the creation of deposit liabilities, purchases of federal funds,
sales of certificates of deposit and entering into repurchase agreements),
assume, guarantee, endorse or otherwise as an accommodation become
responsible for the obligations of any other individual, corporation or other
entity, or make any loan or advance other than in the ordinary course of
business consistent with past practice;

(b) adjust, split, combine or reclassify any capital stock;
make, declare or pay any dividend (other than cash dividends on the
Continental Common Stock not exceeding $0.15 per share per quarter payable
out of the dividendable earnings of Continental and other than dividends out
of the dividendable earnings of Continental's wholly owned Subsidiaries
(other than directors or other similar qualifying shares of less than 1%) or
other Subsidiaries which Continental does not control and other than regular
dividends on the Continental Preferred Stock) or make any other distribution
on, or directly or

-33-

<PAGE>
indirectly redeem, purchase or otherwise acquire, any shares of its capital
stock other than as necessary to satisfy obligations under Continental's
Dividend Reinvestment Plan or any securities or obligations convertible into
or exchangeable for any shares of its capital stock, or grant any stock
appreciation rights, or phantom stock awards or grant any individual,
corporation or other entity any right to acquire any shares of its capital
stock (whether by means of stock options, restricted stock awards or
otherwise); or issue any additional shares of capital stock, or any
securities or obligations convertible into or exchangeable for any shares of
its capital stock except pursuant to the exercise of the Continental Options;

(c) sell, transfer, mortgage, encumber or otherwise dispose of
any of its properties or assets to any individual, corporation or other
entity other than a direct or indirect wholly owned Subsidiary, or cancel,
release or assign any indebtedness to any such person or any claims held by
any such person, except in the ordinary course of business consistent with
past practice or pursuant to contracts or agreements in force at the date of
this Agreement;

(d) except for transactions in the ordinary course of business,
make any material investment either by purchase of stock or securities,
contributions to capital, property transfers, or purchase of any property or
assets of any other individual, corporation or other entity other than a
wholly owned Subsidiary thereof, or discontinue or terminate any existing
lines of business of Continental or any Subsidiary;

(e) except for transactions in the ordinary course of business
consistent with past practice, enter into or terminate any material contract
or agreement, or make any change in any of its material leases or contracts,
other than renewals of contracts and leases without material adverse changes
of terms;

(f) increase in any manner the compensation, severance or fringe
benefits of any of its directors, officers or employees or pay any pension or
retirement allowance not required by any existing plan or agreement to any
such directors, officers or employees, or become a party to, amend or commit
itself to any pension, retirement, severance plan or program (including but
not limited to, so-called "golden parachute" agreements), profit-sharing or
welfare benefit plan or agreement or employment agreement with or for the
benefit of any director, officer or employee other than in the ordinary
course of business consistent with past practice or accelerate the vesting of
any stock options or other stock-based compensation provided that Continental
may make the changes described in Sections 8.20 and 8.21 in certain
Continental Options and in the Continental Stock Plans under which such
Continental Options were granted;

(g) settle any claim, action or proceeding involving money
damages, except in the ordinary course of business consistent with past
practice;

(h) amend or propose to amend its certificate of incorporation
or its by-laws or allow any Subsidiary to do so, nor amend or waive any
provision of, or redeem any rights outstanding under, the Continental Rights
Agreement in any way adverse to BAC or its ability to consummate the
transactions contemplated hereby or by the Stock Option Agreement;

(i) enter into any new employment arrangements or relationships
with new or existing employees which has the legal effect of any relationship
other than at-will employment;

(j) enter into any new consulting or independent contractor
agreement not terminable on 30 days' or less notice or involving payment of

-34-

<PAGE>
more than $100,000 per annum, in the case of any such agreement with an
individual, or $250,000 per annum, in the case of any other such agreement,
or union, guild or collective bargaining agreement; or

(k) agree to, or make any commitment to, take any of the actions
prohibited by this Section 7.2.

ARTICLE VIII

ADDITIONAL AGREEMENTS

8.1 Access and Information.

(a) During the period from the date hereof through the Effective Time,
Continental shall, and shall cause its Subsidiaries to, afford BAC, and its
accountants, counsel and other representatives, reasonable access from time to
time during normal business hours to the properties, books, contracts, tax
returns and other tax records, commitments and records of Continental and its
Subsidiaries, and shall also cause such of its officers, employees,
accountants, counsel and other agents or representatives to meet and confer
with BAC and its accountants, counsel and other representatives as BAC may
reasonably request, for the purpose of conducting any review or investigation
reasonably related to the Merger, and Continental and its Subsidiaries will
cooperate fully with all such reviews and investigations.

(b) During the period from the date hereof through the Effective Time,
Continental shall furnish to BAC (i) all reports filed by Continental or any
Subsidiary thereof with the SEC (other than reports filed pursuant to section
13(d) or 13(g) of the Exchange Act) or any Bank Regulator promptly upon the
filing thereof, (ii) a copy of each federal income tax return filed by
Continental or any Subsidiary with the IRS and each state income tax or
franchise tax return filed by Continental or any Subsidiary with any state
taxing authority and (iii) monthly and other interim financial statements in
the form prepared by Continental for its internal use. During this period,
Continental also shall notify BAC in writing promptly of any material change in
the Condition of Continental or any of its Subsidiaries, taken as a whole.
During the period from the date hereof through the Effective Time, BAC shall
furnish to Continental all reports filed by BAC with the SEC (other than
reports filed pursuant to section 13(d) or 13(g) of the Exchange Act) or any
Bank Regulator promptly upon the filing thereof. During this period BAC also
shall notify Continental in writing promptly of any material change in the
Condition of BAC or any of its Subsidiaries, taken as a whole.

(c) During the period from the date hereof to the Effective Time, BAC
will afford Continental, and its accountants, counsel and other
representatives, reasonable access during normal business hours, to the
properties, books, contracts, tax returns, commitments and records of BAC and
its Subsidiaries and will furnish to Continental such information with respect
to the assets and business of BAC and its Subsidiaries as Continental may from
time to time reasonably request in connection with this Agreement and the
transactions contemplated hereby.

(d) Notwithstanding the foregoing provisions of this Section 8.1, neither
party shall be required to grant access or furnish information to the other
party to the extent that such access or the furnishing of such information is
prohibited by law. No investigation by the parties hereto made heretofore or
hereafter shall affect the representations and warranties of the parties which
are contained herein and each such representation and warranty shall survive
such investigation.

(e) Each party shall cooperate, and shall cause each of its Subsidiaries
to cooperate, with the other party and its accountants, counsel and other
representatives, in connection with the preparation of any applications and
documents required to obtain the Requisite Regulatory Approvals which
cooperation shall include providing all information, documents and appropriate
representations as may be necessary in connection therewith.

-35-

<PAGE>
(f) From and after the date hereof, each of BAC and Continental shall use
its commercially reasonable efforts to satisfy or cause to be satisfied all
conditions to their respective obligations under this Agreement. While this
Agreement is in effect, neither BAC nor Continental shall take any actions, or
omit to take any actions, which would cause this Agreement to become
unenforceable in accordance with its terms. While this Agreement is in effect,
Continental shall not effect any merger, consolidation or other business
combination (including without limitation the acquisition of a controlling
interest in all or substantially all of the assets of any Person), or any sale
of all or substantially all of its assets, or agree to do any of the foregoing.

8.2 S-4; Regulatory Matters.

(a) BAC and Continental shall promptly prepare and file with the SEC the
Proxy Statement and BAC shall prepare and file with the SEC the S-4, in which
the Proxy Statement will be included as a prospectus. Each of BAC and
Continental shall provide reasonable opportunity for the other to review and
comment upon the contents of the Proxy Statement and the S-4 and shall not
include therein or omit therefrom any information to which counsel to the other
shall reasonably object. After the date of the mailing of the Proxy Statement,
each of BAC and Continental agrees promptly to notify the other of and to
correct any information which either of them shall have furnished for inclusion
in the Proxy Statement that shall have become false or misleading in any
material respect. Each of BAC and Continental shall use all reasonable efforts
to have the S-4 declared effective under the Securities Act as promptly as
practicable after such filing. BAC shall also take any action (other than
qualifying to do business in any jurisdiction in which it is now not so
qualified) required to be taken under any applicable state securities laws in
connection with the issuance of BAC Common Stock and BAC Mirror Preferred Stock
in the Merger and BAC Common Stock upon the exercise of the Continental
Options, and Continental shall furnish all information concerning Continental
and the holders of Continental Common Stock and Continental Preferred Stock as
may be reasonably requested in connection with any such action.

(b) BAC and Continental shall cooperate and use their respective
commercially reasonable efforts (i) to prepare all documentation, to effect all
filings and to obtain the Requisite Regulatory Approvals and (ii) to cause the
Merger to be consummated as expeditiously as reasonably practicable following
the Stockholders' Meeting.

8.3 Stockholders' Approval. Continental shall promptly call a meeting of
its stockholders to be held as soon as practicable for the purpose of voting
upon the Merger (the "Stockholders' Meeting"), provided that in no event shall
such meeting be held later than June 30, 1994 provided that the S-4 shall then
be effective. In connection with the Stockholders' Meeting, Continental shall
mail the Proxy Statement to its stockholders. The Board of Directors of
Continental shall submit for approval of its stockholders the matters to be
voted upon at the Stockholders' Meeting, and shall recommend approval of the
Merger and use its best efforts (including, without limitation, soliciting
proxies for such approvals) to obtain such stockholder approval.

8.4 Other Offers. Continental shall not, nor shall it permit any of its
Subsidiaries, or authorize or permit any of its officers, directors or
employees or any investment banker, financial advisor, attorney, accountant or
other representative or agent retained by it or any of its Subsidiaries, to,
directly or indirectly, solicit, initiate, or encourage (including by way of
furnishing nonpublic information), or take any other action to facilitate, any
inquiries or the making of any proposal which constitutes, or may reasonably be
expected to lead to, any Acquisition Proposal (as defined below), or agree to
or endorse any Acquisition Proposal, or participate in any discussions or
negotiations, or provide third parties with any nonpublic information, relating
to any such inquiry or proposal; provided, however, that this Section 8.4 shall
not prohibit any public disclosure of the factual aspects of any Acquisition
Proposal by Continental that otherwise is required by applicable federal or
state law. Continental shall promptly advise BAC orally and in writing of any
such inquiries or proposals and the details thereof. As used in this
Agreement, "Acquisition Proposal" shall mean any tender or exchange

-36-

<PAGE>
offer, proposal for a merger, consolidation or other business combination
involving Continental or any Subsidiary of Continental or any proposal or offer
to acquire in any manner a substantial equity interest in, or a substantial
portion of the assets of, Continental or any Subsidiary of Continental other
than the transactions contemplated by this Agreement and the Stock Option
Agreement.

8.5 Press Releases. Prior to the issuance thereof, BAC and Continental
shall consult with each other as to the form and substance of any press release
or other public disclosure (including any public disclosure permitted by
Section 8.4) materially related to this Agreement, the Merger or any other
transaction contemplated hereby.

8.6 Notice of Defaults. Continental shall promptly notify BAC of (i) any
material change in its Condition, (ii) any complaints, investigations or
hearings (or communications indicating that the same may be contemplated) of
any Governmental Entity, (iii) the institution or the threat of material
litigation involving Continental or any Subsidiary or (iv) any event or
condition that might reasonably be expected to cause any of its
representations, warranties or covenants set forth herein not to be true and
correct in all material respects as of the Effective Time. As used in the
preceding sentence, "material litigation" shall mean any case, arbitration or
other adversary proceeding or other matter which would have been required to be
disclosed on the Continental Disclosure Schedule pursuant to Section 5.8 if in
existence on the date hereof or in respect of which the legal fees and other
costs of Continental or any Subsidiary might reasonably be expected to exceed
$250,000 over the entire life of such matter. Continental shall also promptly
notify BAC of any adverse development involving any matter disclosed on the
Continental Disclosure Schedule in response to Section 5.8 which shall occur
after the date hereof and which might reasonably be expected to increase the
financial exposure of Continental or any Subsidiary thereof in an amount
exceeding $1,000,000, and in any event Continental shall regularly advise BAC
of significant changes in the status of any such matters.

8.7 Miscellaneous Agreements and Consents. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use its
respective commercially reasonable efforts to take, or cause to be taken, all
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement as expeditiously as
reasonably practicable, including, without limitation, using their respective
commercially reasonable efforts to lift or rescind any injunction or
restraining order or other order adversely affecting the ability of the parties
to consummate the transactions contemplated hereby and to cause any of the
conditions to the Closing hereunder which are to be satisfied by such party to
be satisfied. BAC and Continental shall, and shall cause each of their
respective Subsidiaries to, use their commercially reasonable efforts to obtain
consents of all third parties and Governmental Entities necessary or, in the
reasonable opinion of BAC, desirable for the consummation of the transactions
contemplated by this Agreement. In case at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of this
Agreement, the proper officers and directors of BAC shall be deemed to have
been granted authority in the name of Continental to take all such necessary or
desirable action. Continental, upon request, shall deliver to BAC such
appropriate certifications or opinions by Continental's officers or counsel as
BAC shall reasonably request under the circumstances.

8.8 Indemnification.

(a) For six years after the Effective Time, BAC shall, and shall cause
the Surviving Corporation to, indemnify, defend and hold harmless the present
and former officers, directors, employees and agents of Continental and its
Subsidiaries (each, an "Indemnified Party") after the Effective Time against
all losses, expenses, claims, damages or liabilities arising out of actions or
omissions occurring at or prior to the Effective Time to the full extent then
permitted under Delaware law and by Continental's charter and by-laws as in
effect on the date hereof. If the Surviving Corporation or any of its
successors or assigns (i) shall consolidate with or merge into any other
corporation or entity and shall not be the continuing or surviving corporation
or entity of such consolidation or merger or (ii) shall transfer all or
substantially all of its

-37-

<PAGE>
properties and assets to any individual, corporation or other entity, then and
in each such case, proper provision shall be made so that the successors and
assigns of the Surviving Corporation shall assume the obligations set forth in
this Section 8.8.

(b) For a period of six years after the Effective Time, BAC shall
maintain in effect the current policies of directors' and officers' liability
insurance maintained by Continental (provided that BAC may substitute therefor
policies of at least the same coverage and amounts containing terms and
conditions which are no less advantageous to the beneficiaries thereof) with
respect to claims arising from facts or events which occurred before the
Effective Time; provided, however, that BAC shall not be obligated to make
annual premium payments for such insurance to the extent such premiums exceed
200% of the premiums paid as of the date hereof by Continental for such
insurance. Notwithstanding anything to the contrary contained elsewhere
herein, BAC's agreement set forth above shall be limited to cover claims only
to the extent that those claims are not covered under Continental's directors'
and officers' insurance policies (or any substitute policies permitted by this
Section 8.8(b)).

(c) The provisions of this Section 8.8 are intended to be for the benefit
of, and shall be enforceable by, each Indemnified Party, and each Indemnified
Party's heirs and representatives.

8.9 Conversion of Stock Options; Restricted Stock.

(a) At the Effective Time, all rights with respect to Continental Common
Stock pursuant to the Continental Options, except stock appreciation rights
granted under Continental's 1991 Performance Unit Plan (the "Continental 1991
Plan"), which are outstanding at the Effective Time, whether or not then
exercisable, shall be converted into and become rights with respect to BAC
Common Stock, and BAC shall assume each such Continental Option, in accordance
with the stock option agreement by which it is evidenced, except as provided
below. From and after the Effective Time, (i) each such Continental Option
assumed by BAC may be exercised solely for shares of BAC Common Stock, or cash
to the extent permitted for stock appreciation rights, and may be exercised
during the time provided in accordance with the stock option agreement by which
it is evidenced, provided that (A) Continental Options held by the seven
Continental employees who are parties to existing termination agreements with
Continental (Messrs. Theobald, O'Neill, Huber, Higgins, Sherman, Stocker and
Thompson) may be exercised during the time period provided in accordance with
the stock option agreement by which it is evidenced and, if longer, to the
extent the options are vested as of the Effective Time, within a one-year
period following a termination of employment entitling an optionee to benefits
under such termination agreement, but not to exceed the original term of the
options, and, in addition, (B) the time to exercise options by certain other
employees who receive severance pay under BAC's severance program in accordance
with Section 8.21, which options are vested as of the employees' separation
date, or which would have vested had the employee remained employed during the
particular employee's severance pay period (except for options issued within
six months of such employee's separation date), shall be the time period
provided in accordance with the stock option agreement by which such options
are evidenced and, if longer, one year from the employee's separation date in
accord with and subject to BAC's severance program, as referenced in Section
8.21, not to exceed the original term of the options; provided, however, that
all such extensions of time to exercise options, for anyone, shall be subject
to prohibitions of applicable law or regulatory constraints, (ii) the number of
shares of BAC Common Stock subject to each such Continental Option shall be
equal to the number of shares of Continental Common Stock subject to such
Continental Option immediately prior to the Effective Time multiplied by the
Per Share Stock Consideration and (iii) the per share exercise price under each
such Continental Option shall be adjusted by dividing the per share exercise
price under each such Continental Option by the Per Share Stock Consideration
and rounding down to the nearest cent; provided, however, that the terms of
each such Continental Option shall, in accordance with its terms, be subject to
further adjustment as appropriate to reflect any stock split, stock dividend,
recapitalization or other similar transaction subsequent to the Effective Time.
After the Effective Time, no Continental Option may be exercised for fractional
shares. It is intended that the foregoing assumption shall

-38-

<PAGE>
be undertaken in a manner that will not constitute a "modification," as defined
in section 425 of the Code, as to any stock option which is an "incentive stock
option," as defined in section 422 of the Code. At the Effective Time, all
rights with respect to Continental Common Stock pursuant to stock appreciation
rights granted by Continental under the Continental 1991 Plan, which are
outstanding at the Effective Time, whether or not then exercisable, shall be
settled for cash provided that the amount payable for each stock appreciation
right granted in March 1991 shall not exceed $2.62 and the amount payable for
each stock appreciation right granted in April 1991 shall not exceed $0.435.

(b) All restrictions or limitations on transfer with respect to
Continental Common Stock awarded under a Continental Stock Plan or any other
plan, program or arrangement ("Restricted Stock"), to the extent that such
restrictions or limitations shall not have already lapsed, shall remain in full
force and effect with respect to the BAC Common Stock into which such
Restricted Stock is converted pursuant to Article III.

(c) Except as provided herein or as otherwise agreed to by the parties,
(i) the provisions of the Continental Stock Plans and any other plan, program
or arrangement pursuant to which Continental may, or may be required to, issue
Continental Common Stock or compensation based on Continental Common Stock,
shall be amended or deleted as of the Effective Time, and (ii) Continental
shall ensure that following the Effective Time no holder of Continental Options
or any participant in any Continental Stock Plan shall have any right
thereunder to acquire any equity securities of Continental or any of its
Subsidiaries.

8.10 Certain Change of Control Matters.

(a) From and after the date hereof, as generally or specifically
designated in writing by BAC, Continental shall take all action necessary to
the extent permitted under any Plan so that the execution and delivery of this
Agreement and the Stock Option Agreement and the consummation of the
transactions contemplated thereby will not (i) result in any payment
(including, without limitation, severance, unemployment compensation, golden
parachute or otherwise) becoming due to any employees under any Plan or
otherwise, (ii) increase any benefits otherwise payable under any Plan or (iii)
result in any acceleration of the time of payment or vesting of any such
benefits; provided, however, that to the extent Continental has entered into
agreements with respect to stock option awards or stock appreciation rights
which provide for acceleration of vesting upon a change in control, or with
respect to the termination agreements referenced in Section 8.9(a) of this
Agreement, such agreements may remain in effect notwithstanding this section of
the Agreement. Any action taken by Continental pursuant to this Section 8.10
shall not constitute a failure of condition to the obligations of BAC hereunder
or give rise to any right of termination on the part of BAC hereunder.

(b) Each of BAC and Continental shall use all commercially reasonable
efforts to exempt the transactions contemplated by this Agreement and the Stock
Option Agreement from, or if necessary challenge the validity or applicability
of, any applicable State Takeover Law.

8.11 Termination Payment and Other Matters. If this Agreement is
terminated pursuant to its terms other than by BAC pursuant to Section 10.2, or
other than by either party pursuant to Section 10.1(b) or other than by
Continental pursuant to Section 10.1(d), and an Acquisition Event shall occur
after the date hereof and within 18 months after the date of such termination,
Continental shall pay promptly, but in no event later than two business days
after the occurrence of such Acquisition Event, by wire transfer of immediately
available Federal Funds to such account as BAC shall designate, the greater of
(i) $60 million and (ii) if applicable, an amount equal to the sum of (A) BAC's
out-of-pocket expenses (and the allocated cost of its in-house legal and
accounting departments) in connection with the transactions hereby contemplated
and (B) 3% of the Aggregate Value of the Acquisition Event (less, however, any
payments received by BAC as a result of section 2.1 of that certain Agreement
dated January 20, 1994 between BAC and Continental). For purposes of this
subsection, the "Aggregate Value" of the Acquisition Event shall be the sum of
(a) the product of (1) the average consideration paid per share of Continental
Common Stock and (2) the sum of (a) the

-39-

<PAGE>
number of such shares outstanding plus (b) the number of such shares issuable
upon exercise of options, warrants or other rights for conversion or exchange
of securities at exercise, conversion or exchange prices per share lower than
the consideration described in (1) above; (b) the product of (1) the average
consideration paid (other than pursuant to clause (c) of this section) per
share of non-convertible preferred stock of Continental and (2) the number of
such shares outstanding; (c) the value of any preferred stock of Continental
assumed or any preferred or common stock redeemed or repurchased in the
transactions involving the Acquisition Event; and (d) the value of any
consideration received by Continental in exchange for any shares of its capital
stock or other securities. For purposes of this subsection, the term
"Acquisition Event" shall mean any of the following: (i) any Person (other
than BAC or any Subsidiary thereof) shall have acquired pursuant to a tender
offer or otherwise beneficial ownership of 20% or more of the outstanding
shares of Continental Common Stock; (ii) Continental or CB shall have
authorized, recommended, proposed or publicly announced an intention to
authorize, recommend or propose, or entered into, an agreement with any Person
(other than BAC or a Subsidiary thereof) to (A) effect a merger, consolidation
or similar transaction involving Continental or CB, (B) sell, lease or
otherwise dispose of assets of Continental or its Subsidiaries representing 15%
or more of the consolidated assets of Continental and its Subsidiaries, or (C)
issue, sell or otherwise dispose of (including by way of merger, consolidation,
share exchange or any similar transaction) securities representing 20% or more
of the voting power of Continental or any Subsidiaries thereof.

8.12 Letter of Continental's Accountants. Continental shall use all
reasonable efforts to cause to be delivered to BAC letters of Price Waterhouse,
Continental's independent auditors, dated a date within two business days
before the date on which the S-4 shall become effective and two business days
before the Closing Date and addressed to BAC, in form and substance reasonably
satisfactory to BAC, and in scope and substance consistent with applicable
professional standards for letters delivered by independent public accountants
in connection with registration statements similar to the S-4.

8.13 Letter of BAC's Accountants. BAC shall use all reasonable efforts to
cause to be delivered to Continental letters of Ernst & Young, BAC's
independent auditors, dated a date within two business days before the date on
which the S-4 shall become effective and two business days before the Closing
Date and addressed to Continental, in form and substance reasonably
satisfactory to Continental, and in scope and substance consistent with
applicable professional standards for letters delivered by independent public
accountants in connection with registration statements similar to the S-4.

8.14 Advice of Changes; Government Filings. Each party shall confer on a
regular and frequent basis with the other, report on operational matters and
promptly advise the other orally and in writing of any change or event
(including, without limitation, knowledge of any circumstance involving a
potential unasserted claim) having, or which, insofar as can reasonably be
foreseen, could have, a Material Adverse Effect on such party or which would
cause or constitute a material breach of any of the representations, warranties
or covenants of such party contained herein. BAC and Continental shall file
all reports required to be filed by each of them with the SEC between the date
of this Agreement and the Effective Time and shall deliver to the other party
copies of all such reports promptly after the same are filed (other than
reports filed under section 13(d) or 13(g) of the Exchange Act). BAC,
Continental, each Subsidiary of Continental that is a bank and Bank of America
National Trust and Savings Association ("BofA") shall file all Call Reports
with the appropriate Bank Regulators and all other reports required to be filed
with the Federal Reserve Board between the date hereof and the Effective Time
and shall make available to the other party copies of all such reports promptly
after the same are filed. Except where prohibited by applicable statutes and
regulations, each party shall promptly provide the other (or its counsel) with
copies of all other filings made by such party with any Governmental Entity in
connection with this Agreement, the Stock Option Agreement or the transactions
contemplated hereby or thereby.

-40-

<PAGE>
8.15 Accounting Methods. Continental shall not change its methods of
accounting in effect at December 31, 1993, except as required by changes in
GAAP as concurred in by its independent auditors. Continental shall not change
its fiscal year.

8.16 Coordination of Dividends. Each of BAC and Continental shall
coordinate with the other the declaration of any dividends in respect of BAC
Common Stock and Continental Common Stock and the record dates and payment
dates relating thereto, it being the intention of the parties that holders of
BAC Common Stock or Continental Common Stock shall not receive two dividends,
or fail to receive one dividend, for any single calendar quarter with respect
to their shares of BAC Common Stock and/or Continental Common Stock and any
shares of BAC Common Stock any such holder received in exchange therefor in the
Merger.

8.17 Continental Accruals and Reserves. Prior to the Closing Date,
Continental shall review and, to the extent determined necessary or advisable,
consistent with GAAP and the accounting rules, regulations and interpretations
of the SEC and its staff, modify and change its loan, accrual and reserve
policies and practices (including loan classifications and levels of reserves
and accruals and reserves to (i) reflect the Surviving Corporation's plans with
respect to the conduct of Continental's business following the Merger and (ii)
make adequate provision for the costs and expenses relating thereto) so as to
be applied consistently on a mutually satisfactory basis with those of BAC.
Prior to the Closing, Continental also will adjust loan loss and OREO reserves
as may be appropriate, consistent with GAAP and the accounting rules,
regulations and interpretations of the SEC and its staff, in light of the then
anticipated post-Closing disposition of certain Continental assets. The
parties agree to cooperate in preparing for the implementation of the
adjustments contemplated by this Section 8.17. Notwithstanding the foregoing,
Continental shall not be obligated to take in any respect any such action
pursuant to this Section 8.17 (other than pursuant to the preceding sentence)
unless and until BAC acknowledges that all conditions to its obligations to
consummate the Merger have been satisfied.

8.18 Affiliates. At least 40 days prior to the Closing Date, Continental
shall deliver to BAC a letter identifying all persons who are, at the time this
Agreement is submitted for approval to the stockholders of Continental,
"affiliates" of Continental for purposes of Rule 145 under the Securities Act.
Continental shall use all reasonable efforts to cause each person named in the
letter delivered by it to deliver to BAC prior to the Closing Date a written
"Affiliates" agreement, in customary form, providing that such person shall
dispose of the BAC Common Stock and BAC Mirror Preferred Stock to be received
by such person in the Merger only in accordance with applicable law and, in
addition, in such agreement, such Affiliate shall represent that they have no
present plan or intention to dispose of any such shares of BAC capital stock.

8.19 Additional Agreements. In case at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of this
Agreement or to vest the Surviving Corporation with full title to all
properties, assets, rights, approvals, immunities and franchises of either BAC
or Continental, the proper officers and directors of each party to this
Agreement shall take all such necessary or appropriate action.

8.20 Intentionally Omitted.

8.21 BAC Severance Benefits. BAC shall adopt, effective as of the
Effective Time, a severance program for Continental employees which is similar
in all material respects to BAC's Merger Transition Program and U.S. Senior
Management Transition Program (which are described in the previously used
brochures attached hereto as Exhibit 8.21) with respect to severance pay and
stock treatment and similar in all material respects to BAC's Employee
Transition Program (as described in the current brochure attached hereto as
Exhibit 8.21) with respect to all other benefits. BAC shall maintain such
severance program in effect for not less than 12 months following the Effective
Time; provided that benefits under such program may be modified or eliminated
earlier if they are of little financial consequence to recipients. Such

-41-

<PAGE>
severance program shall not apply to Continental employees who are party to
termination agreements with Continental.

8.22 Continental Benefit Plans. Continental employee benefit plans will
remain in effect temporarily after the Effective Time. As soon as practicable
after the Effective Time, Continental employee benefit plans will be
discontinued or merged into BAC plans and employees of Continental shall become
eligible for the employee benefit plans of BAC on the same terms as such plans
and benefits are generally offered from time to time to employees of BofA in
comparable positions with BofA. Such employees shall be credited for the years
of service with Continental and its affiliates under the employee benefit plans
to be provided by BAC to such employees, to the same extent such service was
recognized for similar plans of Continental. However, with respect to any
pension benefit plan of BAC, such service will be counted only for purposes of
vesting, eligibility for participation and early retirement and the rate of
prospective benefit accrual. Following the Effective Time, BAC shall have the
same legal rights and legal obligations, which it shall honor, subject to the
terms thereof, as Continental arising under all employment, severance and other
compensation contracts disclosed in the Continental Disclosure Schedule,
including without limitation the obligations arising under the termination
agreements with the seven individuals referred to in Section 8.9(a).

8.23 Continental Internal Audit Function; Peer Review. As soon as
practicable following the date of this Agreement, but in no event later than 90
days after such date, Continental shall cause to be completed (and a written
report thereon furnished to BAC) a peer review with respect to the internal
audit function of Continental (which function has been outsourced to
Continental's independent accounting firm). Such peer review shall be
conducted in accordance with the applicable requirements of the Institute of
Internal Auditors.

8.24 Continental Dividend Reinvestment Plan. As soon as practicable after
the date hereof, Continental shall terminate its dividend reinvestment plan.

8.25 Execution and Delivery of Stock Option Agreement. The parties agree
that the Stock Option Agreement shall be executed and delivered immediately
following the execution and delivery of this Agreement.

ARTICLE IX

CONDITIONS

9.1 Conditions to Each Party's Obligation to Effect the Merger. The
respective obligations of each of BAC and Continental to effect the Merger and
the other transactions contemplated hereby shall be subject to the fulfillment
or waiver at or prior to the Effective Time of the following conditions:

(a) The stockholders of Continental shall have approved all
matters relating to the Merger required to be approved by such stockholders
by the vote required under the DGCL at the Stockholders' Meeting.

(b) This Agreement, the Merger and the other transactions
contemplated hereby shall have been approved by each Bank Regulator and any
other Governmental Entity whose approval is required for consummation of the
transactions contemplated hereby, all such approvals shall remain in full
force and effect and all statutory waiting periods in respect thereof shall
have expired (all such approvals and the expiration of all such waiting
periods being referred to herein as the "Requisite Regulatory Approvals").

-42-

<PAGE>
(d) Neither BAC nor Continental shall be subject to any order,
decree or injunction of a court or agency of competent jurisdiction which
enjoins or prohibits the consummation of the Merger and no proceeding shall
have been initiated by any Governmental Entity and be continuing seeking such
an injunction. There shall not be any action taken, or any statute, rule,
regulation or order enacted, entered, enforced or deemed applicable to the
Merger which makes the consummation thereof illegal.

(e) BAC shall have received all state securities and "blue sky"
permits and other authorizations necessary to consummate the transactions
contemplated hereby.

(f) The shares of BAC Common Stock and BAC Mirror Preferred
Stock which shall be issued to the holders of the capital stock of
Continental upon consummation of the Merger shall have been authorized for
listing on the NYSE, subject to official notice of issuance.

9.2 Conditions to Obligations of Continental to Effect the Merger. The
obligations of Continental to effect the Merger shall be subject to the
fulfillment or waiver at or prior to the Effective Time of the following
additional conditions:

(a) Representations and Warranties. The representations and
warranties of BAC set forth in Article VI shall as of the date hereof and as
of the Effective Time (as though made on and as of the Effective Time except
to the extent such representations and warranties are by their express
provisions made as of a specified date), not contain any inaccuracies or
omissions the circumstances as to which either individually or in the
aggregate have, or reasonably could be expected to have, a Material Adverse
Effect on BAC, and Continental shall have received a certificate dated as of
the Closing Date signed by the chief executive officer and the chief
financial officer of BAC to that effect.

(b) Performance of Obligations. BAC shall have performed in all
material respects all obligations required to be performed by it under this
Agreement prior to the Effective Time, and Continental shall have received a
certificate dated as of the Closing Date signed by the chairman and chief
executive officer or the vice chairman and chief financial officer of BAC to
that effect.

(c) Opinion of Counsel. Continental shall have received the
opinions of Michael J. Halloran, Executive Vice President and General Counsel
of BAC, and Pillsbury Madison & Sutro, counsel to BAC, both dated the Closing
Date, substantially in the form of Exhibits 9.2(c)-1 and 9.2(c)-2 hereto,
respectively.

(d) Comfort Letter of BAC's Auditors. Continental shall have
received the letter of Ernst & Young, BAC's independent auditors, prepared
pursuant to the provisions of Section 8.13.

(e) Tax Opinion. Continental shall have received the opinion of
Wachtell, Lipton, Rosen & Katz, special counsel to Continental, dated the
Closing Date, in the form attached hereto as Exhibit 9.2(e) to the effect
that the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of section 368(a) of the Code, and that BAC
and Continental will each be a party to that reorganization within the
meaning of section 368(b) of the Code and that no gain or loss will be
recognized by the stockholders of Continental to the extent they receive BAC
Common Stock or BAC Mirror Preferred Stock solely in exchange for shares of
Continental Common Stock or Continental Preferred Stock.

-43-

<PAGE>
9.3 Conditions to Obligations of BAC to Effect the Merger. The
obligations of BAC to effect the Merger shall be subject to the fulfillment or
waiver at or prior to the Effective Time of the following additional
conditions:

(a) Representations and Warranties. The representations and
warranties of Continental set forth in Article V shall as of the date hereof
(or, if subject to a portion of the Continental Disclosure Schedule, as of
the delivery date of such portion) and as of the Effective Time (as though
made on and as of the Effective Time except to the extent such
representations and warranties are by their express provisions made as of a
specified date), not contain any inaccuracies or omissions the circumstances
as to which either individually or in the aggregate have, or reasonably could
be expected to have, a Material Adverse Effect on Continental, which in any
event (and without limiting the meaning thereof) shall be deemed to have
occurred if involving losses, liabilities (which if contingent could
reasonably be expected to result in loss), costs or expenses of more than $75
million; and BAC shall have received a certificate dated as of the Closing
Date signed by the chief executive officer and the chief financial officer of
Continental to that effect.

(b) Performance of Obligations. Continental shall have
performed in all material respects all obligations required to be performed
by it under this Agreement prior to the Effective Time, and BAC shall have
received a certificate dated as of the Closing Date signed by the chief
executive officer and the chief financial officer of Continental to that
effect.

(c) Consents Under Agreements. The consent, approval or waiver
of each Person (other than Governmental Entities) whose consent or approval
shall be required in order to permit the succession by BAC as the Surviving
Corporation in the Merger to any material obligation, right or interest of
Continental or any Subsidiary of Continental under any material loan or
credit agreement, note, mortgage, indenture, lease, license or other
agreement or instrument shall have been obtained.

(d) Legal Opinion. BAC shall have received the opinion of
Mayer, Brown & Platt, counsel to Continental, dated the Closing Date,
substantially in the form attached hereto as Exhibit 9.3(d).

(e) Regulatory Agreements. As of the Effective Time, any
Regulatory Agreements binding upon Continental or any of its Subsidiaries
shall be terminated and of no further force or effect and BAC shall have
received written confirmation thereof from the appropriate Bank Regulator and
shall have furnished a true and correct copy thereof to BAC.

(f) Litigation, etc. There shall be no pending or threatened
material actions or proceedings by any Person against BAC, Continental, or
any Subsidiary of either or any director, officer or employee thereof
challenging or in any way or in any manner seeking to restrict or prohibit
the transactions contemplated hereby or seeking to obtain any damages against
any Person as a result of the transactions contemplated hereby.

(g) Expense Reports; Payment of Expenses. At least three days
prior to the Effective Time, all attorneys, accountants, investment bankers
and other advisors and agents for Continental and its Subsidiaries shall have
submitted to Continental (with a copy to BAC) estimates of their fees and
expenses for all services rendered in any respect in connection with the
transactions contemplated hereby to the extent not already paid, and based on
such estimates, Continental shall have prepared and submitted to BAC a
summary of such fees and expenses for the transaction. At the Effective
Time, (i) such advisors shall have submitted

-44-

<PAGE>
their final bills for such fees and expenses to Continental and its
Subsidiaries for services rendered, with a copy to be delivered to BAC, and
based on such summary, Continental shall have prepared and submitted to BAC a
final calculation of such fees and expenses, (ii) Continental shall have
accrued and paid, and have caused its Subsidiaries to have accrued and paid,
the amount of such fees and expenses as calculated above after BAC has been
given an opportunity to review all such bills and calculation of such fees
and expenses, and (iii) such advisors shall have released BAC from liability
for any fees and expenses. BAC shall not be liable for any such fees and
expenses.

(h) Comfort Letter of Continental's Auditors. BAC shall have
received the letters from Price Waterhouse, as Continental's independent
auditors, prepared pursuant to the provisions of Section 8.12.

(i) Rights Agreement. None of the events described in section
11(a)(ii) or 13 of the Continental Rights Agreement shall have occurred, and
the rights thereunder shall not have become nonredeemable and such rights
shall not become exercisable for capital stock of BAC upon consummation of
the Merger.

(j) Absence of Regulatory Conditions. There shall not be any
action taken, or any statute, rule, regulation or order enacted, entered,
enforced or deemed applicable to the Merger, by any Governmental Entity
which, in connection with the grant of a Requisite Regulatory Approval,
imposes any condition or restriction upon the Surviving Corporation or its
Subsidiaries, including, without limitation, requirements relating to the
raising of additional capital or the disposition of assets, which in the
reasonable business judgment of BAC would be burdensome in the context of the
transactions contemplated by this Agreement, other than such caused by any
share repurchase or plan or program therefor of BAC.

(k) Contingent Liabilities. Except for matters described in the
Continental Disclosure Schedule (and as to such matters only to the extent of
the facts made available to BAC on or before the expiration of the Special
Termination Rights), Continental, at the time of the Closing, shall not be
subject to any suit, action or proceeding, or any investigation or inquiry by
any Governmental Entity (collectively, "proceeding"), which shall be pending
or, to the knowledge of Continental, threatened, against or affecting
Continental or any Subsidiary of Continental, nor shall there be any
potential unasserted claim or liability not heretofore disclosed in the
Continental Disclosure Schedule (whether or not such claim or liability is
required to be accrued or disclosed under SFAS No. 5) unless BAC shall have
determined, in the exercise of its reasonable business judgment, that each
proceeding, claim or liability likely would not have either individually or
in the aggregate with all other such proceedings, claims or liabilities, a
Material Adverse Effect on Continental (which in any event (and without
limiting the meaning thereof) shall be deemed to have occurred if involving
losses, liabilities (which if contingent could reasonably be expected to
result in loss), costs or expenses of more than $75 million), except in
either case for proceedings, claims or liabilities incurred since the date of
this Agreement in the ordinary course of business.

(l) No Material Adverse Change. Since the date of this
Agreement, there shall have been no material adverse change in the Condition
of Continental.

(m) Stock Option Agreement. Immediately following the execution
and delivery of this Agreement, Continental and BAC shall have executed and
delivered the Stock Option Agreement.

-45-

<PAGE>
ARTICLE X

TERMINATION AND AMENDMENT

10.1 Termination. Notwithstanding any other provision of this Agreement,
and notwithstanding the approval of this Agreement, the Merger and the other
transactions contemplated hereby by the stockholders of Continental, this
Agreement may be terminated and the Merger abandoned at any time prior to the
Effective Time:

(a) By mutual consent of the Board of Directors of BAC and the
Board of Directors of Continental; or

(b) By the Board of Directors of BAC or the Board of Directors
of Continental if (i) the Federal Reserve Board or the Illinois Commissioner
of Banks and Trust Companies has denied approval of the Merger and such
denial has become final and nonappealable or (ii) the Effective Time does not
occur within 12 months from the date of this Agreement unless the failure of
such occurrence shall be due to the failure of the party seeking to terminate
this Agreement to perform or observe its covenants and agreements set forth
herein required to be performed or observed by such party on or before the
Effective Time; or

(c) By BAC (if it is not in material breach of any of its
obligations hereunder) (i) pursuant to notice in the event of (A) a breach
or failure by Continental that is material in the context of the transactions
contemplated hereby of any covenant or agreement by Continental contained
herein or (B) any inaccuracies or omissions in the representations or
warranties of Continental contained herein the circumstances as to which
either individually or in the aggregate have, or reasonably could be expected
to have, a Material Adverse Effect on Continental (which in any event (and
without limiting the meaning thereof) shall be deemed to have occurred if
involving losses, liabilities (which if contingent could reasonably be
expected to result in loss), costs or expenses of more than $75 million), in
either case which has not been, or cannot be, cured within 30 days after
written notice thereof is given to Continental, or (ii) in the event of any
failure, or, prior to the Closing, any prospective failure on the part of
Continental to fulfill any condition set forth in Section 9.1 or 9.3,
provided that no termination based upon such a prospective failure shall
occur unless BAC has theretofore notified Continental thereof and Continental
has not, within 30 days after receipt of such notice, remedied such
prospective failure; or

(d) By Continental (if it is not in material breach of any of
its obligations hereunder) pursuant to notice in the event of (A) a breach or
failure by BAC that is material in the context of the transactions
contemplated hereby of any covenant or agreement by BAC contained herein or
(B) any inaccuracies or omissions in the representations or warranties of BAC
contained herein the circumstances as to which either individually or in the
aggregate have, or reasonably could be expected to have, a Material Adverse
Effect on BAC, in either case which has not been, or cannot be, cured within
30 days after written notice thereof is given to BAC; or

(e) By BAC if, after the date hereof, there has occurred any
Material Adverse Effect (or any development or condition that might
reasonably be expected to result in a Material Adverse Effect) with respect
to Continental provided that BAC shall have given 30 days' written notice of
such termination to Continental and Continental shall not have remedied such
event by the end of such 30-day period; or

-46-

<PAGE>
(f) By BAC if, after the date hereof, any Person (other than BAC
or any Subsidiary thereof) shall become the beneficial owner of 20% or more
of the then outstanding shares of Continental Common Stock or any Person
(other than BAC or a Subsidiary thereof) shall have commenced a bona fide
tender offer or exchange offer to acquire at least 20% of the then
outstanding shares of Continental Common Stock.

10.2 Special BAC Rights of Termination. Continental shall deliver to BAC
all remaining portions of the Continental Disclosure Schedule not heretofore
delivered to BAC as promptly as practicable after the date hereof.
Notwithstanding any investigation made by or information known to BAC prior to
the date hereof and notwithstanding anything to the contrary herein, and in
recognition of the fact that BAC, as of the date hereof, has not had an
opportunity to complete its due diligence review of Continental and that
Continental has not, as of the date hereof, delivered to BAC all portions of
the Continental Disclosure Schedule, in addition to the termination rights set
forth in Section 10.1, BAC shall have the following rights (the "Special
Termination Rights"): (i) for 10 business days after the date of receipt by
BAC of all such remaining portions of the Continental Disclosure Schedule in
form and detail of presentation reasonably satisfactory to BAC, to terminate
this Agreement in its sole discretion; and (ii) at any time after the date of
this Agreement through and including the date that is 30 days after the date
Continental delivers to BAC all remaining portions of the Continental
Disclosure Schedule in form and detail of presentation reasonably satisfactory
to BAC, to terminate this Agreement if BAC shall identify any circumstance
which, in the reasonable business judgment of the Board of Directors (which
includes a committee thereof) of BAC, acting in good faith and with due regard
for principles of fair dealing, could (w) materially and adversely impact the
reasonably expected financial or business benefits to BAC of the transactions
contemplated by this Agreement, (x) be inconsistent in any material and adverse
respect with any of the representations and warranties of Continental contained
in this Agreement, (y) materially and adversely affect the business,
operations, properties, financial condition, results of operations or prospects
of Continental and its Subsidiaries on a consolidated basis or (z) deviate
materially and adversely from Continental's financial statements for the year
or the quarter ended December 31, 1993. BAC may exercise the Special
Termination Rights by written notice to Continental pursuant to Section 11.6.

10.3 Effect of Termination. In the event of the termination and
abandonment of this Agreement pursuant to Section 10.1 or 10.2, this Agreement
shall become void and have no effect, except that (i) the provisions of Section
11.1 shall survive any such termination and abandonment, (ii) the Stock Option
Agreement shall be governed by its own terms as to termination and (iii) no
party shall be relieved or released from any liability arising out of an
intentional breach of any provision of this Agreement and Continental shall not
be relieved of any obligation it may have under Section 8.11.

10.4 Non-Survival of Representations, Warranties and Covenants Following
the Effective Time. Except for Articles III and IV and Sections 8.8, 8.9,
8.11, 8.19, 8.21, 8.22, Section 10.5(b) and Article XI, none of the respective
representations, warranties, obligations, covenants and agreements of the
parties shall survive the Effective Time.

10.5 Termination Expenses.

(a) Subject to paragraph (b) below and except as otherwise provided in
this Agreement, whether or not the Merger is consummated, all costs and
expenses incurred in connection with the Merger and all other terms and
conditions of this Agreement, and the transactions contemplated hereby, will be
paid by the party incurring such costs and expenses.

(b) In the event this Agreement is terminated pursuant to Section 10.1(c)
or (d), and without limiting any rights BAC may have under Section 8.11, the
terminating party and each of its Subsidiaries shall be entitled to
reimbursement from the non-terminating party and its Subsidiaries for all
reasonable internal and external costs, fees and expenses incurred by such
terminating party and any of its Subsidiaries in connection with the
transactions contemplated

-47-

<PAGE>
hereby, including the preparation, printing, filing, shipping, and distribution
of the S-4 and the Proxy Statement and the pursuit of the Requisite Regulatory
Approvals (such fees and expenses to include all legal, consulting and
accounting fees, disbursements and expenses). To the extent any such expenses
are reimbursed pursuant to this Section 10.5(b), such payments shall be
credited against any similar obligations of Continental under Section 8.11.

10.6 Amendment. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective Boards of Directors, at any time
before or after approval of the matters presented in connection with the Merger
by the stockholders of Continental or of BAC, but, after any such approval, no
amendment shall be made which by law requires further approval by such
stockholders without such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

10.7 Extension; Waiver. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Boards of
Directors, may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other party hereto,
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions contained herein. Any agreement on
the part of a party hereto to any such extension or waiver shall be valid only
if set forth in a written instrument signed on behalf of such party.

ARTICLE XI

GENERAL PROVISIONS

11.1 Expenses. Unless otherwise agreed by the parties in writing or as
otherwise provided herein, each party hereto shall bear its own expenses
incident to preparing, entering into and carrying out this Agreement and to
consummating the Merger.

11.2 Entire Agreement. Except as otherwise expressly provided herein and
except for that certain Agreement dated January 20, 1994 between BAC and
Continental and except for that certain Confidentiality Agreement dated
December 16, 1993, between BAC and Continental, this Agreement and the Stock
Option Agreement contain the entire agreement between the parties hereto with
respect to the transactions contemplated hereunder and thereunder, and such
agreements supersede all prior arrangements or understandings with respect
thereto, written or oral. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors. Other than Sections 8.8, 8.20, 8.21 and 8.22, nothing
in this Agreement, expressed or implied, is intended to confer upon any
individual, corporation or other entity, other than BAC, Continental, Merger
Corporation or their respective successors, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.

11.3 Amendments. To the extent permitted by law, this Agreement may be
amended by a subsequent writing signed by each of BAC and Continental,
provided, however, that the provisions hereof relating to the manner or basis
in which shares of Continental capital stock will be exchanged for the Merger
Consideration shall not be amended after the Stockholders' Meeting without any
requisite approval of the holders of the issued and outstanding shares of
Continental capital stock entitled to vote thereon.

11.4 Waivers. Prior to or at the Effective Time, each of BAC and
Continental shall have the right to waive any default in the performance of any
term of this Agreement by the other, to waive or extend the time for the
compliance or fulfillment by the other of any and all of the other's
obligations under this Agreement and to waive any or all of the conditions
precedent to its obligations under this Agreement, except any condition which,
if not satisfied, would result in the violation of any law or applicable
governmental regulation. No failure to exercise and no delay in exercising any
right, remedy or power hereunder shall operate as a

-48-

<PAGE>
waiver thereof, nor shall any single or partial exercise of any right, remedy
or power hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy or power provided herein or by law or in
equity. The waiver by any party of the time for performance of any act or
condition hereunder does not constitute a waiver of the act or condition
itself.

11.5 No Assignment. Neither of the parties hereto may assign any of its
rights or delegate any of its obligations (whether by operation of law or
otherwise) under this Agreement to any other person or entity. Any such
purported assignment or delegation that is made without the prior written
consent of the other parties to this Agreement shall be void and of no effect.
Subject to the foregoing provisions of this Section 11.5, this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.

11.6 Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and shall be delivered by overnight
courier or by facsimile transmission (and confirmed by registered or certified
mail, postage prepaid) to the persons at the addresses or facsimile
transmission numbers set forth below (or at such other address or facsimile
transaction numbers as may be provided hereunder), and shall be deemed to have
been delivered as of the date so delivered:

Continental: Continental Corporation
231 South LaSalle Street
Chicago, Illinois 60697
Attn: Michael E. O'Neill
Fax: (312) 828-1839

Copy to: Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
Attn: Richard S. Brennan, Esq.
Fax: (312) 701-7711

Additional copy to: Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attn: Edward D. Herlihy, Esq.
Fax: (212) 403-2000

BAC: BankAmerica Corporation
555 California Street
San Francisco, California 94104
Attn: Doyle L. Arnold
Executive Vice President
Corporate Development
Fax: (415) 953-0390

Copy to: BankAmerica Corporation
555 California Street
San Francisco, California 94104
Attn: Michael J. Halloran, Esq.
Executive Vice President and
General Counsel
Fax: (415) 953-0944

-49-

<PAGE>
Additional copy to: Pillsbury Madison & Sutro
235 Montgomery Street
San Francisco, California 94104
Attn: Rodney R. Peck, Esq.
Fax: (415) 398-2096

11.7 Specific Performance. The parties hereby acknowledge and agree that
the failure of Continental to fulfill any of its covenants and agreements
hereunder, including the failure to take all such actions as are necessary on
its part to cause the consummation of the Merger, will cause irreparable injury
to BAC for which damages, even if available, will not be an adequate remedy.
Accordingly, Continental hereby consents to the issuance of injunctive relief
by any court of competent jurisdiction to compel performance of Continental's
obligations and to the granting by any such court of the remedy of the specific
performance by Continental of its obligations hereunder.

11.8 Governing Law. This Agreement shall in all respects be governed by
and construed in accordance with the laws of the State of Delaware.

11.9 Consent to Jurisdiction. Each of the parties hereby submits to the
exclusive jurisdiction of the Chancery Court of the State of Delaware and the
Federal courts of the United States of America located in Delaware in respect
of the transactions contemplated by this Agreement and the Stock Option
Agreement, and hereby waives, and agrees not to assert, as a defense in any
action, suit or proceeding for the transactions contemplated by this Agreement
or the Stock Option Agreement, that it is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that the Agreement and the Stock Option Agreement may not be enforced
in or by said courts or that its property is exempt or immune from execution,
that the suit, action or proceeding is brought in an inconvenient forum, or
that the venue of the suit, action or proceeding is improper.

11.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same instrument.

11.11 Captions. The captions contained in this Agreement are for reference
purposes only and are not part of this Agreement.

-50-

<PAGE>
IN WITNESS WHEREOF, BAC and Continental have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.

BANKAMERICA CORPORATION

By: /s/ Doyle L. Arnold
Name: Doyle L. Arnold
Attest: /s/ Cheryl A. Sorokin Title: Executive Vice President
Name: Cheryl A. Sorokin
Title: Executive Vice President and
Secretary

CONTINENTAL BANK CORPORATION

By: /s/ Thomas C. Theobald
Name: Thomas C. Theobald
Attest: /s/ Richard S. Brennan Title: Chairman and Chief Executive
Name: Richard S. Brennan Officer
Title: Secretary

-51-

<PAGE>

APPENDIX A

ILLUSTRATIVE CALCULATIONS OF STOCK CONSIDERATION,
CASH CONSIDERATION AND STOCK AMOUNT

THERE CAN BE NO ASSURANCE AS TO WHAT THE FINAL BAC STOCK PRICE WILL BE OR
WHAT THE VALUE OF BAC COMMON STOCK TO BE ISSUED IN THE MERGER WILL BE AT OR
FOLLOWING THE EFFECTIVE TIME.
<TABLE>
<CAPTION>
ADJUSTED CHANGE IN
PER SHARE CASH STOCK AMOUNT
TOTAL VALUE TO CONTINENTAL CONSIDERATION PURSUANT TO
ASSUMED ---------------------------------------------------------- PURSUANT TO SECTION 3.4
FINAL STOCK PER SHARE SECTION 3.4 OF OF THE BAC
BAC STOCK VALUE PER CASH THE MERGER MERGER STOCK
PRICE CASH STOCK TOTAL SHARE CONSIDERATION AGREEMENT AGREEMENT AMOUNT
- ---------- ---- ----- ------ ---------- ------------- --------------- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$30.00 $939 $637 $1,577 $30.85 $ 30.85 $ 33.41 4.364 25.613
30.50 939 648 1,587 31.06 31.06 33.41 3.944 25.193
31.00 939 659 1,598 31.26 31.26 33.41 3.537 24.787
31.50 939 669 1,609 31.47 31.47 33.41 3.144 24.393
32.00 939 680 1,619 31.68 31.68 33.41 2.763 24.012
32.50 939 691 1,630 31.89 31.89 33.41 2.393 23.643
33.00 939 701 1,640 32.10 32.10 33.41 2.035 23.285
33.50 939 712 1,651 32.30 32.30 33.41 1.688 22.937
34.00 939 722 1,662 32.51 32.51 33.41 1.350 22.600
34.50 939 733 1,672 32.72 32.72 33.41 1.023 22.272
35.00 939 744 1,683 32.93 32.93 33.41 0.705 21.954
35.50 939 754 1,694 33.13 33.13 33.41 0.395 21.645
36.00 939 765 1,704 33.34 33.34 33.41 0.095 21.344
- ---------------------------------------------------------------------------------------------------------------------------
36.16 939 768 1,708 33.41 33.41 -- 0.000 21.250
- ---------------------------------------------------------------------------------------------------------------------------
36.50 939 776 1,715 33.55 33.55 -- 0.000 21.250
37.00 939 786 1,725 33.76 33.76 -- 0.000 21.250
37.50 939 797 1,736 33.97 33.97 -- 0.000 21.250
38.00 939 807 1,747 34.17 34.17 -- 0.000 21.250
38.50 939 818 1,757 34.38 34.38 -- 0.000 21.250
39.00 939 829 1,768 34.59 34.59 -- 0.000 21.250
39.50 939 839 1,779 34.80 34.80 -- 0.000 21.250
40.00 939 850 1,789 35.01 35.01 -- 0.000 21.250
40.50 939 861 1,800 35.21 35.21 -- 0.000 21.250
41.00 939 871 1,810 35.42 35.42 -- 0.000 21.250
41.50 939 882 1,821 35.63 35.63 -- 0.000 21.250
42.00 939 892 1,832 35.84 35.84 -- 0.000 21.250
42.50 939 903 1,842 36.04 36.04 -- 0.000 21.250
43.00 939 914 1,853 36.25 36.25 -- 0.000 21.250
43.50 939 924 1,864 36.46 36.46 -- 0.000 21.250
44.00 939 935 1,874 36.67 36.67 -- 0.000 21.250
44.50 939 946 1,885 36.88 36.88 -- 0.000 21.250

<CAPTION>
IMPLIED EXCHANGE RATIO
(PER SHARE STOCK CONSIDERATION)
-----------------------------------------------------
ADJUSTED VALUE TO ASSUMING ASSUMING ASSUMING
CONTINENTAL SECTION 3.4(B) SECTION 3.4(B) SECTION 3.4(C)
- --------------------------------- ADJUSTMENT ADJUSTMENT IS ADJUSTMENT IS
STOCK TOTAL PER SHARE IS MADE NOT MADE MADE
- ---------- ------ ---------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
$768 $1,708 $33.41 1.1136 1.0283 --
768 1,708 33.41 1.0954 1.0182 --
768 1,708 33.41 1.0777 1.0085 --
768 1,708 33.41 1.0606 0.9991 --
768 1,708 33.41 1.0440 0.9900 --
768 1,708 33.41 1.0280 0.9811 --
768 1,708 33.41 1.0124 0.9726 --
768 1,708 33.41 0.9973 0.9643 --
768 1,708 33.41 0.9826 0.9562 --
768 1,708 33.41 0.9684 0.9484 --
768 1,708 33.41 0.9545 0.9408 --
768 1,708 33.41 0.9411 0.9334 --
768 1,708 33.41 0.9280 0.9262 --
- -------------------------------------------------------------------------------------------
768 1,708 33.41 0.9239 0.9239 --
- -------------------------------------------------------------------------------------------
776 1,715 33.55 0.9192 0.9192 --
786 1,725 33.76 0.9124 0.9124 --
797 1,736 33.97 0.9058 0.9058 --
807 1,747 34.17 0.8993 0.8993 --
818 1,757 34.38 0.8930 0.8930 --
829 1,768 34.59 0.8869 0.8869 --
839 1,779 34.80 0.8810 0.8810 --
850 1,789 35.01 0.8751 0.8751 --
861 1,800 35.21 0.8695 0.8695 --
871 1,810 35.42 0.8639 0.8639 --
882 1,821 35.63 0.8585 0.8585 --
892 1,832 35.84 0.8533 0.8533 --
903 1,842 36.04 0.8481 0.8481 --
914 1,853 36.25 0.8431 0.8431 --
924 1,864 36.46 0.8382 0.8382 --
935 1,874 36.67 0.8334 0.8334 --
946 1,885 36.88 0.8287 0.8287 --
</TABLE>

<PAGE>

APPENDIX A
(CONTINUED)

ILLUSTRATION OF CALCULATIONS OF PER SHARE STOCK CONSIDERATION, PER SHARE CASH
CONSIDERATION AND STOCK AMOUNT AT DIFFERENT FINAL BAC STOCK PRICE FIGURES
(AS SUCH TERMS ARE DEFINED IN THE MERGER AGREEMENT)
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
- ------------------------------
FLOOR PRICE: $36.16
CEILING PRICE: $55.84
- ------------------------------
- --------------------------------------------------------------------------------
THIS ILLUSTRATION ASSUMES THAT 51,110,000 SHARES OF CONTINENTAL COMMON STOCK
WILL BE OUTSTANDING AT THE DETERMINATION DATE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ADJUSTED CHANGE IN
PER SHARE CASH STOCK AMOUNT
TOTAL VALUE TO CONTINENTAL CONSIDERATION PURSUANT TO
ASSUMED -------------------------------------------------------- PURSUANT TO SECTION 3.4
FINAL STOCK PER SHARE SECTION 3.4 OF OF THE BAC
BAC STOCK VALUE PER CASH THE MERGER MERGER STOCK
PRICE CASH STOCK TOTAL SHARE CONSIDERATION AGREEMENT AGREEMENT AMOUNT
- ---------- ---- ----- ----- --------- ------------- --------------- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
45.00 939 956 1,895 37.08 37.08 -- 0.000 21.250
45.50 939 967 1,906 37.29 37.29 -- 0.000 21.250
46.00 939 977 1,917 37.50 37.50 -- 0.000 21.250
46.50 939 988 1,927 37.71 37.71 -- 0.000 21.250
47.00 939 999 1,938 37.92 37.92 -- 0.000 21.250
47.50 939 1,009 1,948 38.12 38.12 -- 0.000 21.250
48.00 939 1,020 1,959 38.33 38.33 -- 0.000 21.250
48.50 939 1,031 1,970 38.54 38.54 -- 0.000 21.250
49.00 939 1,041 1,980 38.75 38.75 -- 0.000 21.250
49.50 939 1,052 1,991 38.96 38.96 -- 0.000 21.250
50.00 939 1,062 2,002 39.16 39.16 -- 0.000 21.250
50.50 939 1,073 2,012 39.37 39.37 -- 0.000 21.250
51.00 939 1,084 2,023 39.58 39.58 -- 0.000 21.250
51.50 939 1,094 2,033 39.79 39.79 -- 0.000 21.250
52.00 939 1,105 2,044 39.99 39.99 -- 0.000 21.250
52.50 939 1,116 2,055 40.20 40.20 -- 0.000 21.250
53.00 939 1,126 2,065 40.41 40.41 -- 0.000 21.250
53.50 939 1,137 2,076 40.62 40.62 -- 0.000 21.250
54.00 939 1,147 2,087 40.83 40.83 -- 0.000 21.250
54.50 939 1,158 2,097 41.03 41.03 -- 0.000 21.250
55.00 939 1,169 2,108 41.24 41.24 -- 0.000 21.250
55.50 939 1,179 2,118 41.45 41.45 -- 0.000 21.250
- ----------------------------------------------------------------------------------------------------------------------------
55.84 939 1,187 2,126 41.59 41.59 -- 0.000 21.250
- ----------------------------------------------------------------------------------------------------------------------------
56.00 939 1,190 2,129 41.66 41.66 41.59 (0.061) 21.189
56.50 939 1,201 2,140 41.87 41.87 41.59 (0.248) 21.001
57.00 939 1,211 2,150 42.07 42.07 41.59 (0.433) 20.817
57.50 939 1,222 2,161 42.28 42.28 41.59 (0.614) 20.636
58.00 939 1,232 2,172 42.49 42.49 41.59 (0.792) 20.458
58.50 939 1,243 2,182 42.70 42.70 41.59 (0.966) 20.283
59.00 939 1,254 2,193 42.90 42.90 41.59 (1.138) 20.111
59.50 939 1,264 2,203 43.11 43.11 41.59 (1.307) 19.942
60.00 939 1,275 2,214 43.32 43.32 41.59 (1.473) 19.776

<CAPTION>
IMPLIED EXCHANGE RATIO
(PER SHARE STOCK CONSIDERATION)
----------------------------------------------------------
ADJUSTED VALUE TO ASSUMING ASSUMING ASSUMING
CONTINENTAL SECTION 3.4(B) SECTION 3.4(B) SECTION 3.4(C)
--------------------------- ADJUSTMENT ADJUSTMENT IS ADJUSTMENT
STOCK TOTAL PER SHARE IS MADE NOT MADE IS MADE
----- ----- ---------- ---------------- ---------------- ----------------
<C> <C> <C> <C> <C> <C>
956 1,895 37.08 0.8241 0.8241 --
967 1,906 37.29 0.8196 0.8196 --
977 1,917 37.50 0.8152 0.8152 --
988 1,927 37.71 0.8109 0.8109 --
999 1,938 37.92 0.8067 0.8067 --
1,009 1,948 38.12 0.8026 0.8026 --
1,020 1,959 38.33 0.7986 0.7986 --
1,031 1,970 38.54 0.7946 0.7946 --
1,041 1,980 38.75 0.7908 0.7908 --
1,052 1,991 38.96 0.7870 0.7870 --
1,062 2,002 39.16 0.7833 0.7833 --
1,073 2,012 39.37 0.7796 0.7796 --
1,084 2,023 39.58 0.7761 0.7761 --
1,094 2,033 39.79 0.7726 0.7726 --
1,105 2,044 39.99 0.7691 0.7691 --
1,116 2,055 40.20 0.7658 0.7658 --
1,126 2,065 40.41 0.7625 0.7625 --
1,137 2,076 40.62 0.7592 0.7592 --
1,147 2,087 40.83 0.7560 0.7560 --
1,158 2,097 41.03 0.7529 0.7529 --
1,169 2,108 41.24 0.7499 0.7499 --
1,179 2,118 41.45 0.7468 0.7468 --
- -------------------------------------------------------------------------------------------
1,187 2,126 41.59 0.7448 0.7448 --
- -------------------------------------------------------------------------------------------
1,187 2,126 41.59 -- -- 0.7427
1,187 2,126 41.59 -- -- 0.7361
1,187 2,126 41.59 -- -- 0.7297
1,187 2,126 41.59 -- -- 0.7233
1,187 2,126 41.59 -- -- 0.7171
1,187 2,126 41.59 -- -- 0.7110
1,187 2,126 41.59 -- -- 0.7049
1,187 2,126 41.59 -- -- 0.6990
1,187 2,126 41.59 -- -- 0.6932
</TABLE>