NATIONSBANK CORP
S-8 POS, 1998-10-02
NATIONAL COMMERCIAL BANKS
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  As filed with the Securities and Exchange Commission on October 2, 1998

                                 Registration No. 333-60553          


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                  POST-EFFECTIVE AMENDMENT NO. 3 ON
                               FORM S-8
                TO REGISTRATION STATEMENT ON FORM S-4
                   UNDER THE SECURITIES ACT OF 1933


                       BankAmerica Corporation
               (Successor to NationsBank Corporation)
        (Exact name of registrant as specified in its charter)

                 Delaware                           56-0906609
       (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)        Identification No.)

                       100 North Tryon Street
                  Charlotte, North Carolina  28255
    (Address of principal executive offices, including zip code)

         BANKAMERICA CORPORATION PERFORMANCE EQUITY PROGRAM
         BANKAMERICA CORPORATION 1992 MANAGEMENT STOCK PLAN
         BANKAMERICA CORPORATION 1987 MANAGEMENT STOCK PLAN
  BANKAMERICA CORPORATION TAKE OWNERSHIP!  THE BANKAMERICA GLOBAL
                         STOCK OPTION PLAN
CONTINENTAL BANK CORPORATION 1991 EQUITY PERFORMANCE INCENTIVE
PLAN
   SECURITY PACIFIC CORPORATION STOCK-BASED INCENTIVE AWARD PLAN
           SECURITY PACIFIC CORPORATION STOCK OPTION PLAN
      SECURITY PACIFIC CORPORATION PERFORMANCE INCENTIVE PLAN
                     (Full title of the plans)


                       PAUL J. POLKING, ESQ.
                     Executive Vice President 
                        and General Counsel
                      BankAmerica Corporation
                       100 North Tryon Street
                  Charlotte, North Carolina 28255
                   (Name and address of agent for
                              service)
                                  
                           (704) 386-5000
                 (Telephone number, including area
                               code, 
                       of agent for service)


                              Copy To:



                       BOYD C. CAMPBELL, JR.
                Smith Helms Mulliss & Moore, L.L.P.
                       201 North Tryon Street
                  Charlotte, North Carolina 28202
                         Tel (704) 343-2000
                         Fax (704) 334-8467
                                  

  This Post-Effective Amendment No. 3 covers shares of the
Registrant's Common Stock originally registered on the Registration
Statement on Form S-4 to which this is an amendment.  The
registration fees in respect of such shares of Common Stock were
paid at the time of the original filing of the Registration
Statement on Form S-4 relating to such Common Stock.



PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The documents constituting the Prospectus (the "Prospectus") of
BankAmerica Corporation (the "Registrant") with respect to this
Post-Effective Amendment No. 3 on Form S-8 to the Registration
Statement on Form S-4 of the Registrant are kept on file at the
offices of the Registrant in accordance with Rule 428 promulgated
pursuant to the Securities Act of 1933, as amended (the "Securities
Act").  The Registrant will provide without charge to participants
in the BankAmerica Corporation Performance Equity Program;
BankAmerica Corporation 1992 Management Stock Plan; BankAmerica
Corporation 1987 Management Stock Plan; BankAmerica Corporation Take
Ownership! The BankAmerica Global Stock Option Plan; Continental
Bank Corporation 1991 Equity Performance Incentive Plan; Security
Pacific Corporation Stock-Based Incentive Award Plan; Security Pacific 
Corporation Stock Option Plan; and Security Pacific Corporation 
Performance Incentive Plan (collectively, the "Plans"), on the written 
or oral request of any such person, a copy of any or all of the documents
constituting the Prospectus.  Written requests for such copies should be 
directed to Charles J. Cooley, Principal Corporate Personnel Officer, 
BankAmerica Corporation, 100 North Tryon Street, Charlotte, North Carolina
28255. Telephone requests may be directed to (704) 386-5000.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

  The following documents, which have been hereto filed by the
Registrant with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein
and in the Prospectus constituting a part of this Registration
Statement:

       (a)  The Registrant's Annual Report on Form 10-K for the
  year ended 
  December 31, 1997;

       (b)  The Registrant's Quarterly Reports on Form 10-Q for
  the quarters ended March 31, 1998 and June 30, 1998;

       (c)  The Registrant's Current Reports on Form 8-K filed on
  January 14, 1998, January 22, 1998, February 3, 1998, March 13,
  1998, March 23, 1998, April 15, 1998, April 16, 1998, April 17,
  1998 (as amended on April 24, 1998, May 18, 1998, and August
  17, 1998), May 6, 1998, May 13, 1998, July 7, 1998, July 13,
  1998, July 23, 1998, and September 28, 1998 (as amended on
  September 28, 1998) ; and

       (d)  The description of the Registrant's Common Stock
  contained in Registrant's Current Report on Form 8-K filed
  September 28, 1998 (as amended on September 28, 1998), pursuant
  to Section 12 of the Exchange Act, and any amendment or report
  filed for the purpose of updating such description.

  All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the effectiveness of this Registration Statement and
prior to the filing of a post-effective amendment hereto that either
indicates that all securities offered hereby have been sold or
deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and the
Prospectus and to be a part hereof   from the date of filing of such
documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
and the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

  The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any such
person, a copy of any or all of the documents incorporated herein
and in the Prospectus by reference (other than exhibits to such
documents which are not specifically incorporated by reference in
such documents).  Written requests for such copies should be
directed to Charles J. Cooley, Principal Corporate Personnel
Officer, BankAmerica Corporation, 100 North Tryon Street, Charlotte,
North Carolina 28255. Telephone requests may be directed to (704) 386-5000.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

  The legality of the Registrant's Common Stock to be issued in
connection with the Plans has been passed upon by Paul J. Polking,
Esq., Executive Vice President and General Counsel of the
Registrant, Charlotte, North Carolina.  As of the date of this Post-Effective
Amendment No. 3 on Form S-8, Mr. Polking beneficially
owned approximately 137,000 shares of the Registrant's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Subsection (a) of Section 145 of the Delaware General
Corporation Law (the "DGCL") empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. 
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person
acted in accordance with the above standards, except that no
indemnification may be made in respect to any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery
or the court in which the action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the
Court of Chancery or such other court shall deem proper.

  Section 145 of the DGCL further provides that, to the extent
that a director or officer of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of Section 145, or in the
defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith; and
that indemnification provided by, or granted pursuant to, Section
145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled.  Section 145 further
empowers the corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of such person's
status as such, whether or not the corporation would have the power
to indemnify such person against such liabilities under Section 145
of the DGCL.

  Section 102(b)(7) of the DGCL provides that provisions in a
corporation's certificate of incorporation eliminating or limiting
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director shall not eliminate or limit the liability of a director
for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) acts or omissions not in good
faith or which involved intentional misconduct or a knowing
violation of law; (iii) willful or negligent unlawful payment of a
dividend or stock purchase or redemption; or (iv) any transaction
from which the director derived an improper personal benefit.

  The Restated Certificate of Incorporation of the Registrant
prevents the recovery by the Registrant of monetary damages against
its directors to the fullest extent permitted by the DGCL.  In
accordance with the provisions of the DGCL, the Bylaws of the
Registrant provide that, in addition to the indemnification of
directors and officers otherwise provided by the DGCL, the
Registrant shall, under certain circumstances, indemnify its
directors, executive officers and certain other designated officers
against any and all liability and litigation expense, including
reasonable attorneys' fees, arising out of their status or
activities as directors and officers, except for liability or
litigation expense incurred on account of activities that were at
the time known or believed by such director or officer to be in
conflict with the best interests of the Registrant.  Pursuant to
such Bylaws and as authorized by statute, the Registrant may also
maintain insurance on behalf of its directors and officers against
liability asserted against such persons in such capacity whether or
not such directors or officers have the right to indemnification
pursuant to the Bylaws or otherwise.
  
  In addition, the Agreement and Plan of Reorganization by and
between BankAmerica Corporation and NationsBank Corporation, dated
as of April 10, 1998 (the "Merger Agreement"), provides that the
Registrant will, for the six-year period ending September 30, 2004,
indemnify directors, officers and employees of BankAmerica
Corporation, NationsBank Corporation or any of their respective
subsidiaries against certain liabilities in connection with such
persons' status as such or in connection with the Merger Agreement
or any of the transactions contemplated thereby.  Pursuant to the
Merger Agreement, the Registrant will also, for the six-year period
ending September 30, 2004 and with respect to events occurring prior
to the consummation of the merger contemplated thereby (the
"Merger"), honor all rights to indemnification and limitations of
liability existing in favor of the foregoing persons as provided in
the governing documents of NationsBank Corporation, BankAmerica
Corporation or their respective subsidiaries.

  Pursuant to the Merger Agreement, for the six-year period ending
September 30, 2004, the Registrant will also use its best efforts to
cause the directors and officers of BankAmerica Corporation and
NationsBank Corporation to be covered by a directors' and officers'
liability insurance policy with respect to acts or omissions
occurring prior to the consummation of the Merger.

  The foregoing is only a general summary of certain aspects of
Delaware law dealing with indemnification of directors and officers
and does not purport to be complete.  It is qualified in its
entirety by reference to the relevant statutes which contain
detailed specific provisions regarding the circumstances under which
and the person for whose benefit indemnification shall or may be
made.

ITEM 8.  EXHIBITS.

  The following exhibits are filed with or incorporated by
reference in this Registration Statement.

  Exhibit No.                   Description of Exhibit
  
  5.1                 Opinion of Paul J. Polking, Esq. as to the
                      legality of the securities.*
  
  23.1                Consent of PricewaterhouseCoopers LLP.

  23.2                Consent of Ernst & Young LLP.

  23.3                Consent of Paul J. Polking, Esq. (included
                      in Exhibit 5.1).*

  24.1                Power of Attorney and Certified
                      Resolutions.*

  99.1                BankAmerica Corporation Performance Equity Program.

  99.2                BankAmerica Corporation 1992 Management Stock Plan.
  
  99.3                BankAmerica Corporation 1987 Management Stock Plan.

  99.4                BankAmerica Corporation Take Ownership! The BankAmerica
                      Global Stock Option Plan.
  
  99.5                Continental Bank Corporation 1991 Equity Performance 
                      Incentive Plan. 

  99.6                Security Pacific Corporation Stock-Based Incentive 
                      Award Plan.

  99.7                Security Pacific Corporation Stock Option Plan. 

  99.8                Security Pacific Corporation Performance Incentive Plan.
____________________
* Previously filed as an exhibit to the Registrant's Registration
  Statement on Form S-4 to which this is Post-Effective Amendment No. 3.

ITEM 9.  UNDERTAKINGS.

  (a)  The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales
  are being made, a post-effective amendment to this Registration
  Statement:

                (i)   To include any prospectus required by
       Section 10(a)(3) of the Securities Act;

               (ii)   To reflect in the prospectus any facts or
       events arising after the effective date of the
       Registration Statement (or the most recent post-effective
       amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the
       information set forth in the Registration Statement. 
       Notwithstanding the foregoing, any increase or decrease in
       volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was
       registered) and any deviation from the low or high end of
       the estimated maximum offering range may be reflected in
       the form of prospectus filed with the Commission pursuant
       to Rule 424(b) if, in the aggregate, the changes in volume
       and price represent no more than a 20 percent change in
       the maximum aggregate offering price set forth in the
       "Calculation of Registration Fee" table in the effective
       Registration Statement;

              (iii)   To include any material information with
       respect to the plan of distribution not previously
       disclosed in the Registration Statement or any material
       change to such information in the Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
  not apply if the Registration Statement is on Form S-3,
  Form S-8 or Form F-3, and the information required to be
  included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section
  15(d) of the Exchange Act that are incorporated by reference in
  the Registration Statement.

       (2)  That, for the purpose of determining any liability
  under the Securities Act, each such post-effective amendment
  shall be deemed to be a new Registration Statement relating to
  the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona
  fide offering thereof.

       (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered
  which remain unsold at the termination of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                              SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment No. 3 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina,
on October 2, 1998.

                           BANKAMERICA CORPORATION


                           By:/s/ PAUL J. POLKING            
                                Paul J. Polking
                                Executive Vice President and
                                General Counsel

  Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.

 Signature                         Title                           Date


        * 
___________________________
Hugh L. McColl, Jr.        Chief Executive Officer and
                           Chairman                       October 2, 1998
                                  
                                  
___________________________
David A. Coulter           President                      October __, 1998
                                  
                                  
         
/s/ CHARLES W. COKER
Charles W. Coker           Director                       October 2, 1998
                                  
                                  
___________________________
Timm F. Crull              Director                       October __, 1998
                                  
                                  
        *         
___________________________
Alan T. Dickson            Director                       October 2, 1998
                                  
                                  
___________________________
Kathleen Feldstein         Director                       October __, 1998
                                  
                                  
        *         
___________________________ 
Paul Fulton                Director                       October 2, 1998
                                  
                                  
___________________________                                   
Donald E. Guinn            Director                       October __, 1998
                                  
                                  
        *         
___________________________
C. Ray Holman              Director                       October 2, 1998
                                  
                                  
        *         
__________________________ 
W. W. Johnson              Director                       October 2, 1998
                                  
                                  
__________________________
Walter E. Massey           Director                       October __, 1998
                                  
                                  
                                   
__________________________
Richard M. Rosenberg       Director                       October __, 1998
                                  
                                  
        *         
__________________________
O. Temple Sloan, Jr.       Director                       October 2, 1998
                                  
                                  
        *         
_________________________
Meredith R. Spangler       Director                       October 2, 1998
                                  
                                  
_________________________                                   
A. Michael Spence          Director                       October __, 1998
                                  
                                  
        *         
_________________________
Ronald Townsend            Director                       October 2, 1998
                                  
                                  
_________________________                      
Solomon D. Trujillo        Director                       October __, 1998
                                  
                                  
        *         
__________________________
Jackie M. Ward             Director                       October 2, 1998
                                  
                                  
        *         
_________________________
Virgil R. Williams        Director                        October 2, 1998
                                  
                                  
_________________________
Shirley Young            Director                         October __, 1998
                                  
                                  
                                  
     
*By:  /s/ PAUL J. POLKING
          Paul J. Polking
          Attorney-in-Fact
                                  
                                  
                                  

                          INDEX TO EXHIBITS

                                                                     
Exhibit No.         Description of Exhibit

      5.1               Opinion of Paul J. Polking, Esq. as to the
                        legality of the
                        as to legality of securities.*

      23.1              Consent of PricewaterhouseCoopers LLP.

      23.2              Consent of Ernst & Young LLP.

      23.3              Consent of Paul J. Polking, Esq. (included
                        in Exhibit 5.1).*

      24.1              Power of Attorney and Certified
                        Resolutions.*

      99.1              BankAmerica Corporation Performance Equity
                        Program.

      99.2              BankAmerica Corporation 1992 Management Stock Plan.

      99.3              BankAmerica Corporation 1987 Management Stock Plan.

      99.4              BankAmerica Corporation Take Ownership! The 
                        BankAmerica Global Stock Option Plan.

      99.5              Continental Bank Corporation 1991 Equity Performance
                        Incentive Plan.

      99.6              Security Pacific Corporation Stock-Based Incentive 
                        Award Plan.

      99.7              Security Pacific Corporation Stock Option Plan.

      99.8              Security Pacific Corporation Performance Incentive
                        Plan.

____________________
*     Previously filed as an exhibit to the Registrant's Registration 
Statement on Form S-4 to which this is Post-Effective Amendment No. 3.




                                                   Exhibit 23.1


                                 
                CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Post-Effective
Amendment No.3 on Form S-8 to Registration Statement on Form S-4 
(No. 333-60553) of BankAmerica Corporation, a Delaware corporation and
successor, by reincorporation and subsequent name change, to NationsBank
Corporation, of our report dated January 9, 1998, which appears on page 
46 of the NationsBank Corporation Annual Report on Form 10-K for the year
ended December 31, 1997.  We also consent to the incorporation by reference
of our report dated April 13, 1998, which appears on page 75 of the 
NationsBank Corporation Current Report on Form 8-K filed April 16, 1998. 



/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Charlotte, North Carolina
October 1, 1998



                                                   Exhibit 23.2


                                 
                 CONSENT OF INDEPENDENT AUDITORS


We hereby consent to the incorporation by reference in the Post-Effective 
Amendment No. 3 on Form S-8 to Registration Statement on
Form S-4 (Registration No. 333-60553) of BankAmerica Corporation,
a Delaware corporation and the surviving corporation in the merger of a 
predecessor company of the same name (the former BankAmerica Corporation) 
and NationsBank (DE) Corporation, to be dated October 2, 1998, of our 
report dated January 20, 1998, with respect to the consolidated financial 
statements of the former BankAmerica Corporation, incorporated by reference
in its Annual Report on Form 10-K for the year ended December 31, 1997,
filed with the Securities and Exchange Commission. 



/s/ Ernst & Young LLP


San Francisco, California
September 30, 1998





                [LOGO OF BANK OF AMERICA]


                BANKAMERICA CORPORATION
                PERFORMANCE EQUITY PROGRAM









                                  AS ADOPTED FEBRUARY 3, 1997 AND
                                 AMENDED THROUGH FEBRUARY 2, 1998




       BANKAMERICA CORPORATION PERFORMANCE EQUITY PROGRAM 
                        TABLE OF CONTENTS

                                                            PAGE

ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1     Name and Purpose . . . . . . . . . . . . . . . . . . . .1
1.2     General Description. . . . . . . . . . . . . . . . . . .1
1.3     Eligibility. . . . . . . . . . . . . . . . . . . . . . .1
1.4     Effective Date and Term of Plan. . . . . . . . . . . . .1
1.5     Limitation on Options and Limited SARs Awardable
        to Any Single Participant. . . . . . . . . . . . . . . .1

ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.1     Award. . . . . . . . . . . . . . . . . . . . . . . . . .3
2.2     Award Agreement. . . . . . . . . . . . . . . . . . . . .3
2.3     BankAmerica. . . . . . . . . . . . . . . . . . . . . . .3
2.4     Board. . . . . . . . . . . . . . . . . . . . . . . . . .3
2.5     Cause. . . . . . . . . . . . . . . . . . . . . . . . . .3
2.6     Change in Control. . . . . . . . . . . . . . . . . . . .3
2.7     Committee. . . . . . . . . . . . . . . . . . . . . . . .5
2.8     Common Stock . . . . . . . . . . . . . . . . . . . . . .5
2.9     Company. . . . . . . . . . . . . . . . . . . . . . . . .5
2.10    Disability . . . . . . . . . . . . . . . . . . . . . . .5
2.11    Early Retirement . . . . . . . . . . . . . . . . . . . .5
2.12    Effective Date . . . . . . . . . . . . . . . . . . . . .5
2.13    Employment . . . . . . . . . . . . . . . . . . . . . . .6
2.14    Exchange Act . . . . . . . . . . . . . . . . . . . . . .6
2.15    Executive Officer. . . . . . . . . . . . . . . . . . . .6
2.16    Exercise Price . . . . . . . . . . . . . . . . . . . . .6
2.17    Fair Market Value. . . . . . . . . . . . . . . . . . . .6
2.18    Final Measurement Period . . . . . . . . . . . . . . . .6
2.19    Grant Date . . . . . . . . . . . . . . . . . . . . . . .6
2.20    Grant Value. . . . . . . . . . . . . . . . . . . . . . .6
2.21    Impact Level 1 Officer . . . . . . . . . . . . . . . . .7
2.22    Index Stock. . . . . . . . . . . . . . . . . . . . . . .7
2.23    Initial Grant. . . . . . . . . . . . . . . . . . . . . .7
2.24    Initial Grant Pricing Date . . . . . . . . . . . . . . .7
2.25    Internal Revenue Code. . . . . . . . . . . . . . . . . .7
2.26    Limited Stock Appreciation Right or Limited SAR. . . . .7
2.27    Market Index . . . . . . . . . . . . . . . . . . . . . .7
2.28    Market Price Option. . . . . . . . . . . . . . . . . . .7
2.29    Normal Retirement. . . . . . . . . . . . . . . . . . . .7
2.30    Option . . . . . . . . . . . . . . . . . . . . . . . . .7
2.31    Participant. . . . . . . . . . . . . . . . . . . . . .  7
2.32    Performance Period . . . . . . . . . . . . . . . . . . .7
2.33    Plan . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.34    Premium Price Option . . . . . . . . . . . . . . . . . .8
2.35    Shareholder Return Performance Percentile. . . . . . . .8
2.36    Subsidiary . . . . . . . . . . . . . . . . . . . . . . .8
2.37    Termination of Employment. . . . . . . . . . . . . . . .8
2.38    Total Shareholder Return . . . . . . . . . . . . . . . .8
2.39    Trading Day. . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1     Grant of Options . . . . . . . . . . . . . . . . . . . 10
3.2     Option Agreement . . . . . . . . . . . . . . . . . . . 10
3.3     Option Mix and Premium Price Option Exercise Price . . 10
3.3.1   Initial Grant to Executive Officers. . . . . . . . . . 10
3.3.2   Initial Grant to Impact Level 1 Officers . . . . . . . 10
3.3.3   Options Granted After Initial Grant. . . . . . . . . . 11
3.3.4   Minimum Exercise Price for Premium Price Options . . . 11
3.4     Exercisability of Options. . . . . . . . . . . . . . . 11
3.4.1   Initial Grant. . . . . . . . . . . . . . . . . . . . . 11
3.4.2   Initial Grant of Premium Price Options -
        Effect of Shareholder Return Performance Percentile. . 12
3.4.3   Initial Grant of Premium Price Options -
        Effect of Early or Normal Retirement or
        Involuntary Termination Without Cause. . . . . . . . . 12
3.4.4   Initial Grant of Premium Price Options -
        Effect of Death or Disability. . . . . . . . . . . . . 13
3.4.5   Future Awards. . . . . . . . . . . . . . . . . . . . . 13
3.4.6   Special Rule for Market Price Options on
        Change in Control. . . . . . . . . . . . . . . . . . . 13
3.4.7   Optional Provisions for Premium Price Options on
        Change in Control. . . . . . . . . . . . . . . . . . . 13
3.5     Expiration of Options. . . . . . . . . . . . . . . . . 13
3.5.1   Premium Price Options. . . . . . . . . . . . . . . . . 13
3.5.2   Market Price Options . . . . . . . . . . . . . . . . . 14
3.6     Manner of Paying Option Price. . . . . . . . . . . . . 15
3.7     Exercise of Option . . . . . . . . . . . . . . . . . . 15
3.8     Deferral of Option Gain. . . . . . . . . . . . . . . . 15

ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.1     Grant of Limited SARs. . . . . . . . . . . . . . . . . 17
4.2     Exercise Price . . . . . . . . . . . . . . . . . . . . 17
4.3     Number of Limited SARs . . . . . . . . . . . . . . . . 17
4.4     Exercisability . . . . . . . . . . . . . . . . . . . . 17
4.5     Expiration of Limited SARs . . . . . . . . . . . . . . 17
4.6     Payment of Limited SARs. . . . . . . . . . . . . . . . 17

ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.1     Number of Shares . . . . . . . . . . . . . . . . . . . 19
5.2     Source of Shares . . . . . . . . . . . . . . . . . . . 19
5.3     Dilution and Other
        Adjustments. . . . . . . . . . . . . . . . . . . . . . 19
5.4     General Restriction. . . . . . . . . . . . . . . . . . 19
5.5     Rights as Shareholder. . . . . . . . . . . . . . . . . 20

ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1     Amendment or Discontinuance of the Plan. . . . . . . . 21
6.2     Plan Administration. . . . . . . . . . . . . . . . . . 21

ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . 23
7.1     Unsecured Status of Claim. . . . . . . . . . . . . . . 23
7.2     No Right to Employment . . . . . . . . . . . . . . . . 23
7.3     Beneficiary Designations . . . . . . . . . . . . . . . 23
7.4     Domestic Relations Orders. . . . . . . . . . . . . . . 23
7.5     Bona Fide Gifts. . . . . . . . . . . . . . . . . . . . 23
7.6     Nonassignability . . . . . . . . . . . . . . . . . . . 24
7.7     Separability, Validity . . . . . . . . . . . . . . . . 24
7.8     Withholding Tax. . . . . . . . . . . . . . . . . . . . 24
7.9     Applicable Law . . . . . . . . . . . . . . . . . . . . 25
7.10    Inurement of Rights and Obligations. . . . . . . . . . 25
7.11    Notice . . . . . . . . . . . . . . . . . . . . . . . . 25
7.12    Entire Plan. . . . . . . . . . . . . . . . . . . . . . 25
<PAGE>
       BANKAMERICA CORPORATION PERFORMANCE EQUITY PROGRAM 


                            ARTICLE I
                             GENERAL

     1.1  Name and Purpose.  BankAmerica Corporation
("BankAmerica") hereby establishes the BankAmerica Corporation
Performance Equity Program (the "Plan"). The Plan is intended to
(a) closely align the interests of shareholders of BankAmerica
and senior management of the Company, (b) attract key executives
of the highest quality, and (c) motivate Participants to generate
superior returns to shareholders of BankAmerica.

     1.2  General Description. The Plan authorizes the granting
of the following forms of Awards:

          (a)  Options to purchase shares of BankAmerica's Common
Stock at Exercise Prices equal to the Fair Market Value of the
shares on the Grant Date ("Market Price Options").

          (b)  Options to purchase shares of BankAmerica's Common
Stock at Exercise Prices in excess of the Fair Market Value of
the shares on the Grant Date ("Premium Price Options"). Such
Options shall be subject to forfeiture if the Exercise Price is
not attained within a specified time frame. 

          (c)  Limited Stock Appreciation Rights granted in
tandem with Premium Price Options which become exercisable upon a
Change in Control. 

     1.3  Eligibility.  Each Executive Officer and each Impact
Level 1 Officer is eligible to receive Awards under the Plan.  In
addition, the Committee may designate other officers of the
Company as being eligible to receive Awards under the Plan.  The
Committee shall have the power and complete discretion to select
those eligible officers who are to receive an Award and subject
to Sections 3.3.1 and 3.3.2, the types of Awards to grant to
eligible officers.

     1.4  Effective Date and Term of Plan.  The Plan shall become
effective upon the date the shareholders of BankAmerica approve
the Plan (the "Effective Date").  Unless the shareholders of
BankAmerica shall approve an extension or renewal of the Plan for
such new or additional term as they may determine, no Awards
shall be made after May 22, 2000.  However, all Awards made under
the Plan prior to such date shall remain in effect until such
Awards shall have been satisfied, terminated, or paid out, or
expire, in accordance with the Plan and the terms of such Awards.

     1.5  Limitation on Options and Limited SARs Awardable to Any
Single Participant.  The maximum number of shares of Common Stock
underlying Options and Limited SARs that may be awarded under the
Plan to any single Participant during any calendar year is
1,000,000. 

                            ARTICLE II
                           DEFINITIONS

     The following terms, when written with initial capital
letters, will have the meanings stated below.  Unless the context
plainly indicates otherwise, words in any gender include the
other genders and the singular includes the plural and vice
versa:

     2.1  "Award" means the grant of an Option or Limited SAR
under the Plan, either individually or collectively.

     2.2  "Award Agreement" means the written agreement setting
forth the terms and conditions applicable to each Award.

     2.3  "BankAmerica" means BankAmerica Corporation, a Delaware
corporation.

     2.4  "Board" means the Board of Directors of BankAmerica. 

     2.5  "Cause" means (a) or (b) below:

          (a)  The willful and continued failure of the
Participant to substantially perform the Participant's duties
with the Company (other than any such failure resulting from
incapacity due to physical or mental illness), after a written
demand for such performance is delivered to the Participant by
the Board or the chief executive officer of BankAmerica or of the
Subsidiary employing the Participant, which specifically
identifies the manner in which the Board or chief executive
officer believes that the Participant has not substantially
performed the Participant's duties.

          (b)  The willful engaging by the Participant in illegal
conduct or gross misconduct which is injurious to the Company. 

For purposes of this provision, no act or failure to act, on the
part of the Participant shall be considered "willful" unless it
is done, or omitted to be done, by the Participant in bad faith
or without reasonable belief that the Participant's action or
omission was in the best interests of the Company. Any act, or
failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of
the chief executive officer of BankAmerica or a senior officer of
the Company or based upon the advice of legal counsel for the
Company shall be conclusively presumed to be done, or omitted to
be done, by the Participant in good faith and in the best
interests of the Company.

     2.6  "Change in Control" means that one of the following
events has occurred:

          (a)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding
shares of common stock of BankAmerica (the "Outstanding
BankAmerica Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of BankAmerica entitled to
vote generally in the election of directors (the "Outstanding
BankAmerica Voting Securities"); provided, however, that for
purposes of this subsection (a), the following acquisitions shall
not constitute a Change in Control: (i) any acquisition directly
from BankAmerica (ii) any acquisition by BankAmerica, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or (iv) any acquisition by
any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) below.

          (b)  Individuals who, as of February 3, 1997 constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to February 3,
1997 whose election, or nomination for election by BankAmerica's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board.

          (c)  Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of BankAmerica or its principal
Subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding BankAmerica Common Stock and
Outstanding BankAmerica Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 70% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns BankAmerica or all or substantially all of BankAmerica's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the
purposes of this clause (i), any shares of common stock or voting
securities of such resulting corporation received by such
beneficial owners in such Business Combination other than as the
result of such beneficial owners' ownership of Outstanding
BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall
not be considered to be owned by such beneficial owners for the
purposes of calculating percentage of ownership of the
outstanding common stock and voting power of the resulting
corporation), (ii) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation unless such
Person owned 20% or more of the Outstanding BankAmerica Common
Stock or Outstanding BankAmerica Voting Securities immediately
prior to the Business Combination and (iii) at least a majority
of the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board (or, in the case of BankAmerica's principal
Subsidiary, the corresponding board of directors) at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.

          (d)  Approval by the shareholders of BankAmerica of a
complete liquidation or dissolution of BankAmerica.

     2.7  "Committee" means the Executive Personnel and
Compensation Committee of the Board or other such committee of
the Board, comprised of not less than two persons who qualify as
"non-employee directors" as defined in Rule 16b-3(b)(3) under the
Exchange Act, or any successor definition adopted by the
Securities and Exchange Commission, and as "outside directors"
within the meaning of Section 162(m) of the Internal Revenue
Code.

     2.8  "Common Stock" means shares of BankAmerica's common
stock, $1.5625 par value per share.

     2.9  "Company" means BankAmerica and its Subsidiaries,
collectively.

     2.10 "Disability" means a Termination of Employment under
the policy of the Company then in effect governing extended
medical absences by reason of the Participant becoming totally
disabled.

     2.11 "Early Retirement" means a Termination of Employment at
age 55 or later (but prior to Normal Retirement) by reason of the
Participant's retirement from the Company in accordance with the
retirement policy of the Company then in effect for the
Participant.

     2.12  "Effective Date" means the date the Plan is approved
by the shareholders of BankAmerica.

     2.13  "Employment" means employment (including an authorized
leave of absence) with the Company.

     2.14  "Exchange Act" means the Securities Exchange Act of
1934, as amended, and regulations and rulings issued thereunder.

     2.15  "Executive Officer" means an officer of BankAmerica
designated by the Board as an Executive Officer for purposes of
the Securities and Exchange Commission reporting and proxy
regulations.

     2.16  "Exercise Price" means the price at which a share of
Common Stock may be purchased by a Participant pursuant to the
exercise of an Option or the price specified in a Limited SAR
used to determine the amount of appreciation in a share of Common
Stock.

     2.17  "Fair Market Value" of a share of Common Stock (or the
common stock of an Index Stock) on any date means the closing
price of a share as reflected in the report of consolidated
trading of New York Stock Exchange listed securities for that day
(or, if no shares were publicly traded on that day, the
immediately preceding day that shares were so traded) published
in The Wall Street Journal or in any other publication selected
by the Committee, provided, however, that if share prices are
misquoted or omitted by the selected publication(s), the
Committee shall directly solicit this information from officials
of the stock exchanges or from other informed independent market
sources. If shares of Common Stock (or the common stock of an
Index Stock) shall not have been publicly traded for more than
ten days immediately preceding such date, then the fair market
value of a share shall be determined by the Committee in such
manner as it may deem appropriate.

     Notwithstanding the foregoing, for purposes of determining
the Exercise Price of a Market Price Option or Limited SAR, Fair
Market Value means the average of the high and low sales prices
of a share of Common Stock for the Grant Date as reflected in
such report.

     2.18  "Final Measurement Period" means, with respect to
Premium Price Options, the ten consecutive Trading Days
immediately prior to the end of the Performance Period.

     2.19  "Grant Date" means, with respect to an Option or
Limited SAR, the date on which the Option or Limited SAR was
granted.

     2.20  "Grant Value" means the dollar value of an Award as of
(a) the Initial Grant Pricing Date, in the case of Premium Price
Options granted in the Initial Grant or (b) the Grant Date, in
the case of all other Awards, determined according to the
Black-Scholes Option Price Model or other valuation methodology
approved by the Committee that attempts to equate the
risk-adjusted present value of the different types of Awards
available under the Plan.

     2.21  "Impact Level 1 Officer" means an officer of the
Company who has been designated as an Impact Level 1 officer by
the Chief Executive Officer of BankAmerica.

     2.22  "Index Stock" means the shares of common stock of any
corporation (other than BankAmerica) included in the Market Index
on each Trading Day during both the Initial Measurement Period
and the Final Measurement Period. 

     2.23  "Initial Grant" means the grant of Awards under the
Plan to Executive Officers and Impact Level 1 Officers on the
Effective Date. 

     2.24  "Initial Grant Pricing Date" means February 3, 1997,
the date the Plan was adopted by the Board.

     2.25  "Internal Revenue Code" means the Internal Revenue
Code of 1986, as amended from time to time, and the regulations
and rulings thereunder. 

     2.26  "Limited Stock Appreciation Right" or "Limited SAR"
means an Award granted under Article IV in connection with a
related Premium Price Option, the exercise of which shall require
cancellation of the related Option or portion thereof (and if and
when the Option is exercised, the Limited SAR shall be similarly
canceled).

     2.27  "Market Index" means the Standard & Poor's Financial
Index, or in the event such index is no longer available, such
comparable stock market index as may be selected by the
Committee.

     2.28  "Market Price Option" means an Option under which the
shares of Common Stock carry an Exercise Price equal to the Fair
Market Value of a share of Common Stock on the Grant Date.

     2.29  "Normal Retirement" means a Termination of Employment
on or after age 65 by reason of the Participant's retirement from
the Company in accordance with the retirement policy of the
Company then in effect for the Participant. 

     2.30  "Option" means an option to purchase shares of Common
Stock which is granted under Article III and which is not
intended to be an incentive stock option under Section 422 of the
Internal Revenue Code.

     2.31  "Participant" means an executive of the Company who is
designated by the Committee to be granted an Award under the
Plan.

     2.32  "Performance Period" means, with respect to each
Premium Price Option, the four, six or eight year period, as
applicable, described in Section 3.4.1.(b), (c) and (d).

     2.33  "Plan" means the BankAmerica Corporation Performance
Equity Plan as set forth in this document and as amended from
time to time. 

     2.34  "Premium Price Option" means an Option under which the
shares of Common Stock carry an Exercise Price in excess of the
Fair Market Value of a share of Common Stock on the Grant Date,
or, in the case of an Option granted in the Initial Grant, in
excess of the average of the Fair Market Value of a share of
Common Stock for the 10 consecutive Trading Days immediately
preceding the Initial Grant Price Date, as provided in Article
III.

     2.35  "Shareholder Return Performance Percentile" means a
figure determined by (a) separately calculating the Total
Shareholder Return of each Index Stock over the applicable
Performance Period; (b) ranking the Index Stocks according to
Total Shareholder Return; (c) ranking BankAmerica amongst the
Index Stocks according to the Total Shareholder Return of
BankAmerica; (d) dividing (i) the number of Index Stocks with a
lower Total Shareholder Return than the Total Shareholder Return
of BankAmerica by (ii) the number of Index Stocks plus 1; and (e)
multiplying such quotient by 100.  For example, if there are 75
Index Stocks and the Total Shareholder Return of BankAmerica
exceeds the Total Shareholder Return of 55 of the Index Stocks,
then BankAmerica would rank in the 72nd Shareholder Return
Performance Percentile.

     2.36  "Subsidiary" means any corporation of which
BankAmerica owns, directly or indirectly, 20% or more of the
voting stock.

     2.37  "Termination of Employment" means the date the
Employment of a Participant ends for any reason.

     2.38  "Total Shareholder Return" shall be calculated by (a)
assuming that one share (the "initial share") of Common Stock or
of an Index Stock as the case may be, is purchased on the Grant
Date at the average Fair Market Value of such share for the ten
consecutive Trading Days immediately prior to the Grant Date, (b)
assuming that additional shares (or fractions of shares) are
purchased upon the payment of dividends or other distributions to
holders of such shares on the initial share and on shares
accumulated through the assumed reinvestment of dividends and
other distributions at a price equal to the Fair Market Value of
such shares on the date such dividends or distributions are paid,
(c) calculating the number of shares (including fractions of
shares), including the initial share, that would be accumulated
over the Performance Period, adjusting as necessary for any stock
split or similar events, (d) multiplying the number of shares
(including fractions of shares) determined in clause (c) by the
average Fair Market Value for the ten consecutive Trading Days
immediately prior to the last day of the Performance Period, and
(e) determining the annual compound growth rate during the
Performance Period (or such shorter period) based upon the value
determined in clause (a) and the value determined in clause (d). 
     In the event any non-cash dividend or distribution is made
to holders of shares, the Committee shall, in its sole
discretion, determine the value of such dividend or distribution,
which amount shall be assumed to be reinvested in the manner
provided for in clause (b) above.

     2.39  "Trading Day" means, with respect to a share of Common
Stock or the Common Stock of an Index Stock, a day on which such
Share is publicly traded.

                           ARTICLE III
                          STOCK OPTIONS

     3.1  Grant of Options.  Subject to the terms and provisions
of the Plan, Options may be granted to Participants at any time
and from time to time as determined by the Committee in its sole
discretion.  The Committee, in its sole discretion, shall
determine the number of shares of Common Stock subject to each
Option.

     3.2  Option Agreement.  Each Option shall be evidenced by an
Award Agreement.  The Award Agreement shall specify the Exercise
Price, the expiration date of the Option, the number of shares of
Common Stock to which the Option pertains, any conditions to
exercise the Option, and such other terms and conditions as the
Committee, in its sole discretion, shall determine. 

     3.3  Option Mix and Premium Price Option Exercise Price. 
The mix between Premium Price Options and Market Price Options
and the Exercise Price(s) for Premium Price Options shall be
determined by the Committee in accordance with the provisions of
this Section 3.3.

          3.3.1  Initial Grant to Executive Officers.  The
Initial Grant to Participants who are Executive Officers shall
consist entirely of Premium Price Options. The Exercise Price of
the Initial Grant of Premium Price Options shall be determined as
follows:

          (a)  The Exercise Price of the shares comprising
one-third of the Grant Value shall be 33 1/3 percent above the
average of the Fair Market Value of the Common Stock for the 10
consecutive Trading Days immediately prior to the Initial Grant
Pricing Date. The Exercise Price shall be rounded down to the
nearest whole dollar.

          (b)  The Exercise Price of the shares comprising
one-third of the Grant Value shall be 50 percent above the
average of the Fair Market Value of the Common Stock for the 10 consecutive
Trading Days immediately prior to the Initial Grant Pricing Date.
The Exercise Price shall be rounded down to the nearest whole
dollar.

          (c)  The Exercise Price of the shares comprising
one-third of the Grant Value shall be 100 percent above the
average Fair Market Value of the Common stock for the 10 consecutive
Trading Days immediately prior to the Initial Grant Pricing Date.
The Exercise Price shall be rounded down to the nearest whole
dollar.

          3.3.2  Initial Grant to Impact Level 1 Officers.
One-half of the Grant Value of the Initial Grant to Participants
who are Impact Level 1 Officers shall consist of Market Price
Options. In determining such Grant Value, the Committee shall
take into account any options granted on the same Grant Date
under the BankAmerica Corporation 1992 Management Stock Plan to
such Participants. One-half of the Grant Value of the Initial
Grant to Participants who are Impact Level 1 Officers shall
consist of Premium Price Options. The Exercise Prices of the
Initial Grant of Premium Price Options shall be the same as in
Section 3.3.1.

          3.3.3  Options Granted After Initial Grant. In the case
of Options granted after the Initial Grant under the Plan, the
mix between Premium Price Options and Market Price Options, and
the Exercise Price(s) of Premium Price Options shall be
determined by the Committee in its sole discretion, provided that
the Exercise Price(s) of Premium Price Options shall represent an
appropriate premium over the then Fair Market Value of a share of
Common Stock, as determined by the Committee.

          3.3.4  Minimum Exercise Price for Premium Price
Options. In no event shall the Exercise Price of a Premium Price
Option be less than the Exercise Price of a Market Price Option
granted on the same Grant Date. 

     3.4  Exercisability of Options.  Each Option shall become
exercisable in accordance with the provisions of this Section
3.4.

          3.4.1  Initial Grant.  Each Option granted under the
Initial Grant shall become exercisable as follows, subject to the
special rules contained in Sections 3.4.3 and 3.4.4.

          (a)  With respect to a Market Price Option, 33 1/3
percent of the shares of Common Stock covered by the Option shall
become exercisable on the first anniversary of the Grant Date, an
additional 33 1/3 percent of such shares shall become exercisable
on the second anniversary of the Grant Date, and the remaining
shares shall become exercisable on the third anniversary of the
Grant Date, provided that in each case the Participant remains
continuously in Employment on the applicable anniversary date.

          (b)  With respect to a Premium Price Option with an
Exercise Price 33 1/3 percent above the average Fair Market Value
of the shares of Common Stock for the 10 consecutive Trading Days
immediately prior to the Initial Grant Pricing Date, 100 percent
of the shares shall become exercisable on the tenth Trading Day
(occurring within a period of 20 consecutive Trading Days) on
which the Fair Market Value of the Common Stock share is at least
equal to the Exercise Price, provided that such 10th Trading Day
occurs not later than four years after the Grant Date.

          (c)  With respect to a Premium Price Option with an
Exercise Price 50 percent above the average Fair Market Value of
the shares for the 10 consecutive Trading Days immediately prior
to the Initial Grant Pricing Date, 100 percent of the shares
shall become exercisable on the 10th Trading Day (occurring
within a period of 20 consecutive Trading Days) on which the Fair
Market Value of the Common Stock is at least equal to the
Exercise Price, provide that such 10th Trading Day occurs not
later than six years after the Grant Date.

          (d)  With respect to a Premium Price Option with an
Exercise Price 100 percent above the average Fair Market Value of
the shares of Common Stock for the 10 consecutive Trading Days
immediately prior to the Initial Grant Pricing Date, 100 percent
of the shares shall become exercisable on the 10th Trading Day
(occurring within a period of 20 consecutive Trading Days) on
which the Fair Market Value of the Common Stock is at least equal
to the Exercise Price, provided that such 10th Trading Day occurs
not later than eight years after the Grant Date.

          (e)  No Premium Price Option granted in the Initial
Grant may be exercised before the third anniversary of the date
of the Initial Grant, even if the Option has otherwise become
exercisable before that date, except as provided in Section
3.4.7.

          3.4.2  Initial Grant of Premium Price Options - Effect
of Shareholder Return Performance Percentile. In the event any
Premium Price Option awarded in the Initial Grant does not become
exercisable within the applicable four, six or eight year
Performance Period, the Committee may, in its sole discretion,
permit all or a portion of the shares subject to such Option to
become exercisable as of the last day of the Performance Period
if BankAmerica ranks in the 75th Shareholder Return Performance
Percentile or higher over the applicable Performance Period.

          3.4.3  Initial Grant of Premium Price Options - Effect
of Early or Normal Retirement or Involuntary Termination Without
Cause. If a Participant incurs a Termination of Employment on
account of Early Retirement, Normal Retirement or involuntary
termination without Cause within three years of the date of the
Initial Grant, Premium Price Options shall be treated as follows:

          (a)  If such Option had become exercisable under
Section 3.4.1(b), (c) or (d) prior to the Participant's
Termination of Employment, 100 percent of the Option shall remain
outstanding, subject to Section 3.5, after the Participant's
Termination of Employment.

          (b)  If such Option had not become exercisable under
Section 3.4.1(b), (c) or (d) prior to the Participant's
Termination of Employment, a portion of such Option shall remain
outstanding, subject to Section 3.5, equal to the percentage of
such three year period which had elapsed at the time of the
Participant's Termination of Employment. In addition, the
Committee, in its sole discretion, may determine to permit up to
100 percent of the Option to remain outstanding after such date.
If such Termination of Employment occurs three years or more
after the date of the Initial Grant, 100 percent of such Option
shall remain outstanding, subject to Section 3.5, after the
Participant's Termination of Employment.

          3.4.4  Initial Grant of Premium Price Options - Effect
of Death or Disability. If a Participant incurs a Termination of
Employment on account of death or Disability, 100 percent of all
Premium Price Options shall remain outstanding, subject to
Section 3.5, after the date of the Participant's death or
Disability.

          3.4.5  Future Awards. The periods of exercisability of
each Option granted after the Initial Grant shall be determined
by the Committee in its sole discretion.

          3.4.6  Special Rule for Market Price Options on Change
in Control. If a Change in Control occurs prior to the
Participant's Termination of Employment, 100 percent of the
shares subject to a Market Price Option shall become exercisable
on the date that the Change in Control occurs. 

          3.4.7  Optional Provisions for Premium Price Options on
Change in Control. The Committee, in its discretion, may
determine and specify in each Premium Price Option Award
Agreement that if a Change in Control occurs prior to the
Participant's Termination of Employment, the following shall be
applicable; 

          (a)  The Option shall become fully exercisable (with no
change in the Exercise Price) on the date that the Change in
Control occurs without regard to whether the Common Stock reaches
the Exercise Price within the applicable Performance Period
specified in Section 3.4.1(b), (c) and (d) or similar criteria
established by the Committee in any future Award. 

          (b)  The Option may be exercised before the third
anniversary of the date of the Initial Grant.

          (c)  In the case of Termination of Employment for any
reason following a Change in Control, the expiration date of the
Option shall be the period specified in Section 3.5.1(a).

     3.5  Expiration of Options. The expiration date for each
Option shall occur on the first to occur of the following events:

          3.5.1  Premium Price Options.

          (a)  The expiration of 10 years from the Grant Date or
such shorter period as the Committee shall determine and specify
in the Award Agreement.

          (b)  The date of the Participant's Termination of
Employment for any reason within six months of the Grant Date (i)
except as provided in (g) and (ii) in the case of death, unless
the Committee determines in its sole discretion to permit all or
a part of the Option to remain outstanding after such date for a
period specified by the Committee.

          (c)  The date of the Participant's Termination of
Employment for any reason other than Early Retirement, Normal
Retirement, Disability, death or involuntary termination without
Cause six months or more after the Grant Date, unless the
Committee determines in its sole discretion to permit the Option
to remain outstanding after such date for a period specified by
the Committee.

          (d)  In the case of Termination of Employment by reason
of death or Disability six months or more after the Grant Date,
the expiration of the period in (a).

          (e)  In the case of Termination of Employment by reason
of Early Retirement, Normal Retirement or involuntary termination
without Cause between six months and three years from the Grant
Date, the expiration of five years from the date of the
Participant's Termination of Employment. In the case of
Termination of Employment by reason of Early Retirement, Normal
Retirement or involuntary termination without Cause three years
or more after the Grant Date, the expiration of the period in
(a).

          (f)  The date on which a Premium Price Option no longer
may become exercisable due to the failure of the Fair Market
Value of the Common Stock to reach the Exercise Price in
accordance with Section 3.4.1(b), (c) or (d), as applicable, the
failure to satisfy Section 3.4.2 or the failure to meet similar
criteria established by the Committee in any future Award. 

          (g)  If so specified in the Award Agreement as provided
in Section 3.4.7(c), in the case of Termination of Employment for
any reason following a Change in Control, the expiration of the
period in (a). 

          3.5.2 Market Price Options.

          (a)  The expiration of 10 years from the Grant Date or
such shorter period as the Committee shall determine and specify
in the Award Agreement.

          (b)  The date of the Participant's Termination of
Employment for any reason within six months of the Grant Date (i)
except as provided in (e) and (ii) in the case of death, unless
the Committee determines in its sole discretion to permit all or
a part of the Option to become exercisable after such date for a
period specified by the Committee. 

          (c)  The date of the Participant's Termination of
Employment for any reason other than Early Retirement, Normal
Retirement or death six months or more after the Grant Date,
unless the Committee determines in its sole discretion to permit
the Participant to exercise all or part of the Option after such
date for a period specified by the Committee, without regard to
whether the Option was fully exercisable upon such Termination of
Employment.

          (d)  The expiration of three years from the date of 
Participant's Termination of Employment for reasons of Early
Retirement, Normal Retirement or death six months or more after
the Grant Date. In the case of Early Retirement or death, only
the portion of the option which was fully exercisable upon such
Termination of Employment shall remain exercisable, unless the
Committee determines in its sole discretion to permit the
Participant to exercise all or part of the Option after such
date. In the case of Normal Retirement, 100 percent of the Option
shall be exercisable.

          (e)  In the case of Termination of Employment for any
reason following a Change in Control, the expiration of three
years from the date of the Participant's Termination of
Employment.

     3.6  Manner of Paying Option Price.  On exercise of each
Option, the Exercise Price shall be paid as follows:  (a) in
cash, (b) in already-owned shares of Common Stock, or (c) in some
combination of cash and shares, as specified in the Award
Agreement or as otherwise permitted by the Committee.
Already-owned shares of Common Stock must have been owned by the
Participant at the time of exercise for at least the period of
time specified in the Award Agreement, and shall be valued at
their Fair Market Value on the date of exercise.

     3.7  Exercise of Option.  The Committee shall establish, and
shall set forth in each Award Agreement, the procedures governing
the exercise of an Option.  In general, subject to such specific
provisions, an Option shall be exercised as follows:

          (a)  The Participant shall deliver written notice that
he or she intends to exercise the Option to the Company
department or officer designated in the Award Agreement.

          (b)  The Participant shall pay the full Exercise Price
at the time of exercise.

          (c)  As soon as practicable after receipt of such
notice and payment, the Company shall direct BankAmerica's
transfer agent to register the shares of Common Stock in the name
of the Participant. 

In lieu of paying the full Exercise Price at the time of
exercise, a Participant may request that BankAmerica cause all or
a portion of the shares subject to the Option being exercised to
be sold, with the portion of the sale proceeds sufficient to
cover the Exercise Price transferred to BankAmerica and the
remainder of the proceeds, less applicable withholding taxes and
transaction costs, paid to the Participant.

     3.8  Deferral of Option Gain.  The Committee may permit a
Participant to elect to defer the receipt of the shares of Common
Stock upon exercise of an Option under such rules as the
Committee may determine in its sole discretion. If such an
election is made, upon exercise of the Option, the Company shall
not direct BankAmerica's transfer agent to register the shares of
Common Stock in the name of the Participant until the date
determined under the Committee's rules and the Participant's
election.

                            ARTICLE IV
                           LIMITED SARS

     4.1  Grant of Limited SARs. Limited SARs may be granted in
conjunction with all or any part of a Premium Price Option on or
after the Grant Date of the Premium Price Option as determined by
the Committee in its sole discretion. Limited SARs (or the
applicable portion thereof) granted with respect to a Premium
Price Option shall terminate upon the termination or exercise of
the related Premium Price Option. Each Limited SAR shall be
evidenced by an Award Agreement that shall specify the Exercise
Price, the expiration date, the number of shares of Common Stock
to which the Limited SAR pertains, any conditions to exercise,
and other such terms and conditions as the Committee, in its sole
discretion, shall determine.

     4.2  Exercise Price.  The Exercise Price of each Limited SAR
shall equal the Fair Market Value of a share of Common Stock on
the Grant Date of the related Option.

     4.3  Number of Limited SARs.  The number of Limited SARs
granted in conjunction with each Premium Price Option shall not
exceed the figure determined by multiplying the ratio of (a) the
Black-Scholes value on the Grant Date of a Premium Price Option
for one share of Common Stock to (b) the Black- Scholes value of
the related Market Price Option on the same Grant Date for one
share of Common Stock by (c) the number of shares represented by
the Premium Price Option.  In determining the Black-Scholes
values, identical assumptions for the two Options shall be used
for the term, risk-free rate, dividend yield, and stock price
volatility.

     4.4  Exercisability.  Each Limited SAR which has not
otherwise expired under Section 4.5 shall become exercisable
immediately upon the occurrence of a Change in Control to the
extent determined by the Committee in its sole discretion and
specified in the Award Agreement.
 
     4.5  Expiration of Limited SARs. The Committee, in its sole
discretion, shall determine and specify in the Award Agreement
when each Limited SAR shall expire, provided that:

          (a)  No Limited SAR may have a term longer than would
be permitted by applying the rules Section 3.5 regarding the
expiration of Options.

          (b)  Each Limited SAR shall terminate no later than the
last day of the period of 60 consecutive days which begins on the
date of the Change in Control.

     4.6  Payment of Limited SARs.  Upon exercise of a Limited
SAR, the Participant shall be entitled to receive payment from
the Company equal to the amount determined by multiplying (a)
times (b):

          (a)  The amount by which the Fair Market Value of a
share of Common Stock on the date of exercise exceeds the
Exercise Price. 

          (b)  The number of shares of Common Stock with respect
to which the Limited SAR is exercised.

     Each Limited SAR shall be paid in cash, provided that if any
such payment would cause a Change in Control transaction to be
ineligible for pooling of interests accounting under APB No. 16,
which transaction but for such payment otherwise would have been
eligible for such accounting treatment, any Limited SAR shall be
paid in shares of Common Stock having a Fair Market Value equal
to the cash amount foregone.


                            ARTICLE V
                    SHARES SUBJECT TO THE PLAN

     5.1  Number of Shares.  Subject to adjustment as provided in
Section 5.2, the aggregate number of Shares that may be issued
under the Plan shall not exceed 5,700,000 shares, provided that
if an Award is canceled, terminates, expires or lapses (except
due to failure of an Option to become exercisable due to the
failure of the Common Stock to reach the Exercise Price in
accordance with Section 3.4.1(b), (c) or (d) as applicable, or to
satisfy Section 3.4.2, any such shares shall again be available
for issuance under the Plan.

     5.2  Source of Shares.  Shares of Common Stock delivered
under the Plan may be original issue shares, shares purchased in
the open market or otherwise, or treasury stock as determined by
the Chief Financial Officer of BankAmerica from time to time.

     5.3  Dilution and Other Adjustments.  In the event that the
Committee shall determine that any dividend or other distribution
(whether in the form of cash, shares of Common Stock, other
securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of
shares of Common Stock or other securities of BankAmerica,
issuance of warrants or other rights to purchase shares of Common
Stock or other securities of BankAmerica, or other similar
corporate transaction or event, affects the Common Stock, such
that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it
shall deem equitable, adjust any or all of (i) the number and
type of shares of Common Stock which thereafter may be made the
subject of Awards, (ii) the number and type of shares of Common
Stock (or other securities or property) subject to outstanding
Awards, (iii) the grant, purchase or exercise price with respect
to any Award, (iv) the period required to attain such exercise
prices, and (v) the performance requirements under Section
3.4.2., or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award.  Provided,
however, that the number of shares of Common Stock subject to any
Award denominated in shares of Common Stock shall always be a
whole number.

     5.4  General Restriction.  Each Award under the Plan shall
be subject to the requirement that, if at any time the Committee
shall determine that (a) the listing, registration or
qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or
federal law, (b) the consent or approval of any government
regulatory body, or (c) an agreement by the recipient of an Award
with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with,
the making of an Award or the issue, delivery or purchase of
shares of Common Stock thereunder, then such Award shall not be
consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not
acceptable to the Committee.

     5.5  Rights as Shareholder.  No Participant shall have
rights as a shareholder with respect to any Award unless and
until the shares of Common Stock subject to such Award are
registered in the name of the individual. 

                            ARTICLE VI
                   AMENDMENT AND ADMINISTRATION

     6.1  Amendment or Discontinuance of the Plan.  The Board,
upon the recommendation of the Committee, may amend, suspend or
terminate the Plan at any time.  However, no amendment,
suspension or termination of the Plan may, without the consent of
the Participant, adversely affect such Participant's rights under
the Plan with respect to any Award previously made in any
material respect.

     6.2  Plan Administration.  The Plan shall be administered by
the Committee.  The Committee shall have the power, authority,
and sole discretion to construe, interpret and administer the
Plan.  The Committee's decisions construing, interpreting and
administering the Plan shall be conclusive and binding on all
parties.  Notwithstanding the foregoing, Award under the Plan to
the Chief Executive Officer of BankAmerica shall be subject to
approval or ratification by the Board.

          6.2.1  Subject to the provisions of the Plan, the
Committee shall have sole, final, and conclusive authority to
determine:

          (a)  The individuals to whom Awards are granted and the
type and size of Awards granted to each Participant.

          (b)  The Grant Dates for such Awards and the frequency
of Awards.

          (c)  The price to be paid for the shares upon the
exercise of each Option, which shall be not less than 100% of the
Fair Market Value per share, as determined by the Committee,
provided that the Exercise Price(s) of Premium Price Options
shall represent an appropriate premium over the then Fair Market
Value of a share of Common Stock, at the time of granting the
Option, and the period within which each Option shall be
exercised.

          (d)  Whether and to what extent a Participant may use
already-owned shares of Common Stock to exercise Options.

          (e)  The basis for any Termination of Employment,
including whether or not it was for Cause, Disability, Normal or
Early Retirement or otherwise.

          (f)  The calculation of Total Shareholder Return and
the Total Shareholder Return Performance Percentile.

          (g)  The terms and conditions of each Award Agreement,
which, however, shall be in accordance with the provisions of the
Plan.

          6.2.2  The Awards under the Plan are intended to
qualify as performance-based compensation within the meaning of
Section 162(m) of the Internal Revenue Code, and the Plan
provisions shall be interpreted accordingly.

          6.2.3  The act or determination of a majority of the
Committee shall be deemed to be the act or determination of the
entire Committee. The Committee may consult with counsel, who may
be counsel to the Company, and such other advisors as the
Committee may deem necessary and/or desirable, and the members of
the Committee shall not incur any liability for any action taken
in good faith in reliance upon the advice of counsel or any other
advisor.

                           ARTICLE VII
                         OTHER PROVISIONS

     7.1  Unsecured Status of Claim.  Participants and their
beneficiaries, heirs, successors and assigns shall have no legal
or equitable rights, interests or claims in any specific property
or assets of the Company.  No assets of the Company shall be held
under any trust for the benefit of Participants, their
beneficiaries, heirs, successors or assigns, or held in any way
as collateral for the fulfillment of the Company's obligations
under the Plan.  Any and all of the Company's assets shall be,
and shall remain, the general unpledged and unrestricted assets
of the Company.  BankAmerica's obligations under the Plan shall
be merely that of an unfunded and unsecured promise to pay
benefits in the future.

     7.2  No Right to Employment.  Nothing contained in the Plan
nor any document related to the Plan nor any action taken in the
administration of the Plan shall confer upon any Participant the
right to continue in the employment of the Company, nor affect
any right which the Company may have to terminate the employment
of such person.  All Participants who are at-will employees
remain at-will employees of the Company.  If the Participant is
not an employee or officer of BankAmerica, participation in the
Plan shall not cause the individual to become an employee or
officer of BankAmerica, but rather, the Participant shall remain
an employee of the subsidiary which employs the Participant.

     7.3  Beneficiary Designations.  If permitted by the
Committee, a Participant may name a beneficiary or beneficiaries
to whom any vested but unpaid Award or amount due under the Plan
shall be transferred in the event of the Participant's death. 
Each such designation shall revoke all prior designations by the
Participant and shall be effective only if given in a form and
manner acceptable to the Committee.  This Section 7.3 shall not
be effective until specifically authorized by the Committee.

     7.4  Domestic Relations Orders.  If permitted by the
Committee, and under such procedures as the Committee may adopt
from time to time, an Award may be transferred to a Participant's
spouse, former spouse or dependent pursuant to a court-approved
domestic relations order which relates to the provision of child
support, alimony payments or marital property rights.  This
Section 7.4 shall not be effective until specifically authorized
by the Committee. 

     7.5  Bona Fide Gifts.

          (a)  A Participant who is designated by the Committee,
in its sole discretion, as being eligible for this option
transfer provision shall have the right, subject to the
conditions specified in the following paragraph, to irrevocably
transfer to Immediate Family Members (as defined below) Options
granted at any time under the Plan to such Participant. For
purposes of this Section, the term Immediate Family Members means
(i) the spouse and lineal descendents of a Participant, (ii) a
trust for the benefit of such family members, or (iii) a
partnership in which such family members are the only partners.

          (b)  As conditions to such transferability of any
Options, (i) the Participant may not receive any consideration
for the transfer; (ii) the Participant and/or the transferee
shall execute such documents and comply with such rules as the
Committee may specify from time to time, and (iii) the Options so
transferred must continue to be subject to the same terms and
conditions that were applicable to such Options prior to their
transfer.

          (c)  The transferee of any Options transferred in
accordance with the terms and conditions of the Plan shall have
the right to exercise such Options and to have the shares of
Common Stock covered by such Options registered in the name of
such transferee, as though such transferee were the Participant.

     7.6  Nonassignability. No person shall have any right to
sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, hypothecate or convey in advance of actual receipt an
Award, if any, granted or payable under the Plan, or any part
thereof, or any interest therein, other than by (a) will, (b) the
laws of descent and distribution, or (c) to the limited extent
provided for in Sections 7.3, 7.4 and 7.5. Except for the limited
extent provided for in Section 7.4, no portion of an Award nor
the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, lien or sequestration for the satisfaction
of any debts, judgments, alimony or separate maintenance owed by
a Participant or any other person, nor be transferable by
operation of law in the event of the Participant's or any other
person's bankruptcy or insolvency. Any such transfer or attempted
transfer in violation of the preceding provisions shall be
considered null and void.

     Notwithstanding anything contained in this Section,
BankAmerica shall have the right to offset from any unpaid or
deferred Award any amounts due and owing from the Participant to
the Company to the extent permitted by law; PROVIDED, HOWEVER,
that with respect to any Options that are transferred in
accordance with the terms and conditions of the Plan, such right
shall cease upon the transfer.

     7.7  Separability, Validity. In the event that any provision
of the Plan or related Award Agreement is held to be invalid,
void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of the Plan or
any related Award Agreement.

     7.8  Withholding Tax.  The Company shall withhold from all
benefits due under the Plan an amount sufficient to satisfy any
federal, state and local tax withholding requirements. The
Committee may, in its sole discretion and pursuant to such
procedures as it may specify from time to time, permit a
Participant to satisfy such tax withholding obligation, in whole
or in part, by (a) electing to have the Company withhold
otherwise deliverable shares of Common Stock, or (b) delivering
to the Company already-owned Shares of the Common Stock having a
Fair Market Value equal to the amount required to be withheld.

     7.9  Applicable Law.  The Plan and any related Award
Agreements shall be governed in accordance with the laws of the
State of Delaware without regard to the application of the
conflicts of law provisions thereof.  The obligation of
BankAmerica with respect to the grant, exercise and payment of
Awards shall be subject to all applicable laws, rules and
regulations and such approvals by any governmental agencies as
may be required, including, without limitation, the effectiveness
of any registration statement required under the Securities Act
of 1933, as amended, and the rules and regulations of any
securities exchange on which the Common Stock may be listed.

     7.10  Inurement of Rights and Obligations.  The rights and
obligations under the Plan and any related Award Agreements shall
inure to the benefit of, and shall be binding upon, the Company
and its successors and assigns, and the Participants and their
beneficiaries and assigns.

     7.11  Notice.  All notices and other communications required
or permitted to be given under the Plan shall be in writing and
shall be deemed to have been duly given if delivered personally
or mailed first class, postage prepaid, as follows:  (a) if to
BankAmerica, at its principal business address to the attention
of the Secretary; (b) if to any Participant, at the last address
of the Participant known to the sender at the time the notice or
other communication is sent.

     7.12  Entire Plan.  This document is a complete statement of
the Plan. As of its effective date this document supersedes all
prior plans, representations and proposals, written or oral,
relating to its subject matter. The Company shall not be bound by
or liable to any person for any representation, promise or
inducement made by any employee or agent of the Company which is
not embodied in this document or in any authorized written
amendment to the Plan.


 



                    [LOGO OF BANK OF AMERICA]
                     BANKAMERICA CORPORATION



                    1992 MANAGEMENT STOCK PLAN






                                    AS ADOPTED MARCH 2, 1992 AND 
                                AMENDED THROUGH APRIL 27, 1998 




                     BANKAMERICA CORPORATION
                    1992 MANAGEMENT STOCK PLAN

                        TABLE OF CONTENTS
                                                             PAGE
ARTICLE I  GENERAL . . . . . . . . . . . . . . . . . . . . . . .1
       1.1  Background of Plan . . . . . . . . . . . . . . . . .1
       1.2  Purpose of the Plan. . . . . . . . . . . . . . . . .1
       1.3  Definitions. . . . . . . . . . . . . . . . . . . . .1
       1.4  Administration of Plan . . . . . . . . . . . . . . .4
       1.5  Eligibility to Receive Grants and Awards . . . . . .4
       1.6  Types of Grants and Awards Under Plan. . . . . . . .5
       1.7  Limitation on Available Shares . . . . . . . . . . .5
       1.8  Effective Date and Term of Plan. . . . . . . . . . .6
       1.9  Limitation on Options and SARs Awardable to Any
            Single Participant . . . . . . . . . . . . . . . . .6

ARTICLE II  INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK
            OPTIONS. . . . . . . . . . . . . . . . . . . . . . .6
       2.1  Grant of Stock Options . . . . . . . . . . . . . . .6
       2.2  Award Agreements . . . . . . . . . . . . . . . . . .6
       2.3  Option Price . . . . . . . . . . . . . . . . . . . .6
       2.4  Option Period. . . . . . . . . . . . . . . . . . . .7
       2.5  Limitation on ISOs . . . . . . . . . . . . . . . . .7
       2.6  Manner of Paying Option Price. . . . . . . . . . . .7
       2.7  Exercise of Option . . . . . . . . . . . . . . . . .7
       2.8  Cancellation of SARs . . . . . . . . . . . . . . . .7
       2.9  Cancellation and Regrant of Options. . . . . . . . .7
       2.10 Deferral of Option Gain. . . . . . . . . . . . . . .7

ARTICLE III  STOCK APPRECIATION RIGHTS . . . . . . . . . . . . .8
       3.1  Grant of Stock Appreciation Rights . . . . . . . . .8
       3.2  Form and Timing of Payment . . . . . . . . . . . . .8
       3.3  Cancellation of Related Options. . . . . . . . . . .8

ARTICLE IV  RESTRICTED STOCK AND RESTRICTED STOCK UNITS. . . . .8
       4.1  Introduction . . . . . . . . . . . . . . . . . . . .8
       4.2  Award of Restricted Stock and Restricted Stock 
            Units. . . . . . . . . . . . . . . . . . . . . . . .9
       4.3  Minimum Restrictions on Disposition. . . . . . . . .9
       4.4  Optional Restrictions. . . . . . . . . . . . . . . .9
       4.5  Termination of Employment of Restricted Stockholder
            for Gross Misconduct . . . . . . . . . . . . . . . .9
       4.6  Termination of Employment of Restricted Stockholder
            not Involving Gross Misconduct . . . . . . . . . . .9
       4.7  Registration and Escrow. . . . . . . . . . . . . . 10
       4.8  Payment in Respect of Restricted Stock Units . . . 10
       4.9  Dividends on Restricted Stock. . . . . . . . . . . 10
       4.10 Voting Rights. . . . . . . . . . . . . . . . . . . 10



                                                             Page
ARTICLE V  OTHER STOCK-BASED AWARDS. . . . . . . . . . . . . . 11
       5.1  Other Stock-Based Awards . . . . . . . . . . . . . 11

ARTICLE VI  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . 11
       6.1  Notices. . . . . . . . . . . . . . . . . . . . . . 11
       6.2  Amendments of Plan . . . . . . . . . . . . . . . . 11
       6.3  Leaves of Absence. . . . . . . . . . . . . . . . . 11
       6.4  Dilution and Other Adjustments . . . . . . . . . . 12
       6.5  General Restriction. . . . . . . . . . . . . . . . 12
       6.6  Change in Control. . . . . . . . . . . . . . . . . 12
       6.7  Withholding Taxes. . . . . . . . . . . . . . . . . 13
       6.8  Non-Assignability. . . . . . . . . . . . . . . . . 13
       6.9  No Right to Employment . . . . . . . . . . . . . . 14
       6.10 Rights as Shareholder. . . . . . . . . . . . . . . 14
       6.11 Entire Plan. . . . . . . . . . . . . . . . . . . . 14
       6.12 Governing Law. . . . . . . . . . . . . . . . . . . 14
       6.13 Delegation . . . . . . . . . . . . . . . . . . . . 14
       6.14 Foreign Employees. . . . . . . . . . . . . . . . . 14



                     BANKAMERICA CORPORATION
                    1992 MANAGEMENT STOCK PLAN

                            ARTICLE I
                             GENERAL

     1.1 Background of Plan.  BankAmerica Corporation hereby
establishes the BankAmerica Corporation 1992 Management Stock
Plan (the "Plan").  The Plan provides for the grant of stock
options on BankAmerica Corporation Common Stock, and for the
grant of restricted stock, restricted stock units, stock
appreciation rights, and other stock-based awards.  The Plan is
the successor to the BankAmerica Corporation 1987 Management
Stock Plan.

     1.2 Purpose of the Plan.  The purpose of the Plan is to
provide contingent financial incentive to key executive officers
of BankAmerica Corporation and its present and future
Subsidiaries (as defined below) and other employees whose
participation in the Plan is deemed to be in the best interests
of BankAmerica Corporation.  The Plan will offer competitive
levels of incentive compensation related to long-term corporate
financial performance to those key officers and other employees
of the Company who, by virtue of their position and efforts,
contribute to or substantially influence the financial success of
BankAmerica Corporation over multiple-year periods. The Plan is
also intended as a means of increasing officer shareholdings,
thereby strengthening the commonality of interest between
BankAmerica shareholders and key officers and other employees in
the Company's management, and as an aid in attracting, retaining
and motivating key officers and other employees of outstanding
abilities and specialized skills.

     1.3 Definitions.  As used in the Plan and the related Award
Agreements, the following terms, when written with initial
capital letters, will have the meanings stated below:

          (a) Award means any grant or award of an Option,
Restricted Stock, Restricted Stock Unit, SAR or Other Stock-Based
Award under the Plan.

          (b) Award Agreement means any written agreement between
BankAmerica and an employee of the Company pursuant to which a
grant or award is made under the Plan. The Committee shall
determine the provisions of each Award Agreement subject to the
provisions hereof.

          (c) BankAmerica means BankAmerica Corporation, a
Delaware corporation.

          (d) Board means Board of Directors of BankAmerica.

          (e) Change in Control means that one of the following
events has occurred:

               (i)  The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
BankAmerica (the "Outstanding BankAmerica Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of BankAmerica entitled to vote generally in the
election of directors (the "Outstanding BankAmerica Voting
Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a
Change of Control: (A) any acquisition directly from BankAmerica,
(B) any acquisition by BankAmerica, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or (D) any acquisition by any corporation pursuant
to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) below.

               (ii)  Individuals who, as of August 7, 1995,
constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
August 7, 1995 whose election, or nomination for election by
BankAmerica's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board.

               (iii)  Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of BankAmerica or its principal
Subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding BankAmerica Common Stock and
Outstanding BankAmerica Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 70% (80% in the case of any Award made
prior to February 5, 1996) of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns BankAmerica or all or substantially all of BankAmerica's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the
purposes of this clause (A), any shares of common stock or voting
securities of such resulting corporation received by such
beneficial owners in such Business Combination other than as the
result of such beneficial owners' ownership of Outstanding
BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall
not be considered to be owned by such beneficial owners for the
purposes of calculating their percentage of ownership of the
outstanding common stock and voting power of the resulting
corporation), (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation unless such
Person owned 20% or more of the Outstanding BankAmerica Common
Stock or Outstanding BankAmerica Voting Securities immediately
prior to the Business Combination and (C) at least a majority of
the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board (or, in the case of BankAmerica's principal
Subsidiary, the corresponding board of directors) at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.

               (iv)  Approval by the shareholders of BankAmerica
of a complete liquidation or dissolution of BankAmerica.

          (f) Committee means the Executive Personnel and
Compensation Committee of the Board.

          (g) Common Stock means shares of BankAmerica's common
stock, $1.5625 par value per share.
 
          (h) Company means BankAmerica and its Subsidiaries,
collectively.

          (i) The Fair Market Value of a share of Common Stock on
any date means the average of the high and low sales prices of a
share of Common Stock as reflected in the report of consolidated
trading of New York Stock Exchange listed securities for that day
(or, if no shares were publicly traded on that day, the
immediately preceding day that shares were so traded) published
in The Wall Street Journal or in any other publication selected
by the Committee; provided, however, that if shares of Common
Stock shall not have been publicly traded for more than ten days
immediately preceding such date, then the fair market value of a
share of Common Stock shall be determined by the Committee in
such manner as it may deem appropriate.

          (j) Major Combination means a merger, acquisition or
other business combination in which the number of shares of
Common Stock outstanding as of the close of business on the
effective date of the combination is at least 10% greater than
the number of shares of Common Stock outstanding prior to the
effective date of the combination.

          (k) 1987 Plan means the plan adopted by the Board of
Directors of BankAmerica Corporation on April 6, 1987, as
amended, pursuant to which BankAmerica Corporation has issued
non-qualified stock options, incentive stock options, performance
stock options, and restricted stock to key officers and other
employees of BankAmerica and to other individuals whose
participation in the 1987 Plan was deemed to be in the best
interests of BankAmerica.

          (l) Option means an option to purchase shares of the
Common Stock, and shall be one of two kinds: (i) Incentive Stock
Options ("ISOs") and (ii) Non-Qualified Stock Option ("NQSOs").
The Company intends the ISOs shall meet the requirements of
Section 422A of the Internal Revenue Code and the regulations
thereunder applicable to incentive stock options, and that NQSOs
shall not meet such requirements.

          (m) Optionee means the holder of an Option.

          (n) Other Stock-Based Award means an Award granted
pursuant to Section 5.1 of the Plan.

          (o) Participant means an officer or employee designated
to receive a grant or award under the Plan.

          (p) Restricted Stock means Common Stock issued or
delivered pursuant to Article IV with the restrictions set forth
therein.

          (q) Restricted Stock Unit means any right granted
pursuant to Article IV that is denominated in shares of Common
Stock.

          (r) Retirement means, with respect to grants and awards
made on or after August 2, 1993, the last day of employment with
BankAmerica or one of its subsidiaries prior to the employee's
retirement at normal retirement age under a retirement program of
BankAmerica or one of its Subsidiaries; and, with respect to
grants and awards made before August 2, 1993, the last day of
employment with BankAmerica or one of its subsidiaries prior to
the employee's retirement under a retirement program of
BankAmerica or one of its subsidiaries.

          (s) Stock Appreciation Right ("SAR") has the meaning
set forth in Section 3.1.

          (t) Subsidiary means any corporation of which
BankAmerica owns, directly or indirectly, twenty percent or more
of the voting stock. 

          (u) Window Period means the time period described in
Section 3.2 hereof.

     1.4  Administration of Plan.  (a) The Plan shall be
administered by the Committee.  The Committee shall consist of at
least three members of the Board, none of whom shall be, while
serving on the Committee, eligible to receive a grant or award
under the Plan or under any other plan of the Company or its
affiliates under which the participants are entitled to acquire
Common Stock, stock options, restricted stock, restricted stock
units, and related rights, stock appreciation rights or other
stock-based awards of the Company or any of its affiliates. 
Members of the Committee shall serve at the pleasure of the
Board.  Notwithstanding the foregoing, all grants and awards
under the Plan to the Chief Executive Officer of BAC shall be
approved or ratified by the Board. 

          (b) Subject to the provisions of the Plan, the
Committee shall have sole, final, and conclusive authority to
determine:

               (i) the employees to whom Awards shall be made;

               (ii) the number of shares of Common Stock to be
optioned, granted or awarded to each such employee;

               (iii) whether and to what extent an Optionee may
use already-owned shares of Common Stock to exercise Options;

               (iv) the restrictions to be imposed on each share
of Restricted Stock and on Restricted Stock Units awarded
pursuant to Article IV of this Plan, which shall not be less than
the minimum restrictions set forth therein;

               (v) which Options granted shall be Incentive Stock
Options, and which shall be Non-Qualified Stock Options;

               (vi) the price to be paid for the shares upon the
exercise of each Option, which shall be not less than 100% of the
Fair Market Value per share, as determined by the Committee, of
the Common Stock at the time of granting the Option;

               (vii) the period within which each Option shall be
exercised;

               (viii) the terms and conditions of each Award
Agreement between BankAmerica and an employee to whom the
Committee has made an Award, which, however, shall be in
accordance with the provisions of the Plan; and

               (ix) subject to the provisions of Section 6.13,
the Committee shall have the power, authority, and sole
discretion to construe, interpret and administer the Plan.  The
Committee's decisions construing, interpreting and administering
the Plan shall be conclusive and binding on all parties.

     1.5  Eligibility to Receive Grants and Awards.  Employees of
BankAmerica or of any of its Subsidiaries who shall, in the
judgment of the Committee be qualified by position, training or
ability to contribute substantially to the progress of
BankAmerica, shall be eligible to receive grants and awards under
the Plan.

     1.6  Types of Grants and Awards Under Plan.  Grants and
awards under the Plan may be in the form of any one or more of
the following: (i) Incentive Stock Options, (ii) Non-Qualified
Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted
Stock Units, (v) Restricted Stock or (vi) Other Stock-Based
Awards.

     1.7  Limitation on Available Shares.  For each calendar year
from and including 1995 a number of shares of Common Stock in an
amount of up to one and one-half percent (1.5%) of the number of
shares of Common Stock outstanding as reported in the annual
report to shareholders of BankAmerica for the preceding year
shall become available for delivery with respect to Awards under
the Plan, PROVIDED, HOWEVER, that as of the effective date of any
Major Combination (as defined in Section 1.3) the number of
shares available for delivery in that year with respect to Awards
under the Plan shall be increased to one and one-half percent
(1.5%) of the number of shares of Common Stock outstanding as of
the close of business on the effective date of that Major
Combination.  Shares of Common Stock delivered under the Plan may
be original issue shares, shares purchased in the open market or
otherwise or other treasury stock.

     In addition, (a) any shares of Common Stock which as of the
effective date of the Plan are reserved for delivery under the
1987 Plan and which are not thereafter delivered, and (b) any
shares of Common Stock available for delivery under the Plan in
previous years but not actually delivered, shall be added to the
aggregate number of shares of Common Stock available for delivery
in that calendar year under the Plan; PROVIDED, HOWEVER, that no
more than 30 percent (30%) of the shares of Common Stock
available for delivery under the Plan in any calendar year shall
be delivered in respect of Restricted Stock or Restricted Stock
Units.  Notwithstanding the foregoing, but subject to adjustment
as provided in Section 6.4, no more than 10,000,000 shares shall
be cumulatively available under the Plan for delivery upon the
exercise of ISOs. The Committee shall have no obligation to grant
or award all or any portion of the shares available for delivery
in any year.  The Board may, by resolution, limit the number of
shares that may be available for delivery with respect to Awards
under the Plan in any calendar year to a number of shares lower
than would otherwise be available for delivery hereunder.

     Shares of Common Stock subject to Awards under the Plan that
for any reason are cancelled or terminated, or expire, shall
again be available for delivery under the Plan.

     Shares of Restricted Stock and Restricted Stock Units that
for any reason are reacquired by BankAmerica pursuant hereto
shall again be available for delivery under the Plan; PROVIDED,
HOWEVER, that shares of Restricted Stock or Restricted Stock
Units as to which dividends or payments equivalent to dividends
have been paid to or reinvested for the account of the Restricted
Stockholder prior to reacquisition by BankAmerica shall not again
be available for delivery under the Plan after such
reacquisition.

     Notwithstanding the foregoing, neither (i) shares of Common
Stock transferred or relinquished to the Company upon the
exercise of an Option or in satisfaction of any withholding
obligation, nor (ii) shares of Common Stock subject to an Award
denominated in shares of Common Stock but settled by the payment
of cash in accordance with the Plan, shall again be available for
delivery under the Plan.

     1.8  Effective Date and Term of Plan.  (a) The Plan shall
become effective on March 2, 1992 and the Committee may, in its
discretion, make grants and awards to eligible key officers and
other employees of the Company as of that date, subject, however,
to the approval of the Plan by the shareholders of BankAmerica at
the 1992 annual meeting of shareholders.  In the event the Plan
is not approved at such meeting, the Plan and all grants and
awards hereunder shall be void, and the Company shall have no
obligation to any recipients of such grants and awards.

          (b) The Committee may make grants and awards under the
Plan beginning March 2, 1992 and during each subsequent year
until such time as the Plan may be terminated by the Board in its
sole discretion, or as hereinafter provided.

          (c) Unless the shareholders of BankAmerica shall
approve an extension or renewal of the Plan for such new or
additional term as they may determine, no grants and awards shall
be made after March 2, 2002. However, all grants and awards made
under the Plan prior to such date shall remain in effect until
such grants and awards shall have been satisfied, terminated, or
paid out, or expire, in accordance with the Plan and the terms of
such grants and awards.

     1.9  Limitation on Options and SARs Awardable to Any Single
Participant. The maximum number of shares of Common Stock
underlying Options and SARs that may be awarded under the Plan to
any single Participant during the period from March 2, 1992, the
effective date of the Plan, through March 2, 2002, is 20,000,000. 
The minimum price at which each Option is exercisable and the
minimum grant price of each SAR are specified in Sections 2.3 and
3.1, respectively, of the Plan.

                            ARTICLE II

     INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS 

     2.1  Grant of Stock Options.  The Committee may, from time
to time and subject to the provisions of the Plan and such other
terms and conditions as the Committee may prescribe, grant to any
eligible employee Incentive Stock Options ("ISOs" or "Options")
and/or Non-Qualified Stock Options ("NQSOs" or "Options") (as
these terms are defined in Section 1.3) to purchase, for cash
and/or for already-owned shares of Common Stock, such number of
shares of Common Stock as the Committee shall determine.

     2.2  Award Agreements.  The grant of an ISO or NQSO shall be
evidenced by a written Award Agreement in such form as the
Committee may from time to time determine in accordance with the
provisions of the Plan, executed by BankAmerica.  Each Award
Agreement pursuant to which Options are granted shall state the
number of shares of Common Stock subject to the Option, the
Option price, the Option Period, and any limitations on the
Option, the restrictions on assigning and transferring the Option
described in Section 6.8, the manner of payment for shares of
Common Stock, and such other terms as the Committee shall
determine.

     2.3  Option Price.  The purchase price per share of Common
Stock which the Optionee must deliver upon the exercise of an ISO
or NQSO shall be fixed by the Committee, but shall not be less
than 100% of the Fair Market Value of a share of Common Stock on
the date the Option is granted.

     2.4  Option Period.  (a)  Each Option granted as an ISO or
NQSO shall become exercisable in part or in full at such time or
times as the Committee may determine and specify in each Award
Agreement; PROVIDED, HOWEVER, that no Option will be exercisable
before the date six months after the date the Option was granted
and no ISO shall be exercisable after the expiration of 10 years
from the date the ISO was granted.

          (b) Each Award Agreement shall set forth the extent to
which the Optionee shall have the right to exercise the Option
following the Optionee's retirement, death or termination of the
Optionee's employment with the Company (including termination
that, pursuant to the Award Agreement, may be deemed to occur
upon a change in ownership of the Optionee's employer such that
the Optionee's employer ceases to be BankAmerica or one of its
Subsidiaries). Such provisions shall be determined in the sole
discretion of the Committee and need not be uniform among all
Options issued pursuant to the Plan.

          (c) The Committee may determine in its sole discretion
from time to time to permit the Optionee to purchase all shares
of Common Stock covered by the Optionee's Options, upon or after
the Optionee's death, retirement, or termination of employment
with the Company (including termination that, in the sole
discretion of the Committee, may be deemed to occur upon a change
in ownership of the Optionee's employer such that the Optionee's
employer ceases to be BankAmerica or one of its Subsidiaries),
without regard to whether the Options were fully exercisable upon
death, retirement or termination of employment under the terms of
the Award Agreements with respect to such Options.

     2.5  Limitation on ISOs.  Notwithstanding any other
provisions in the Plan or in any ISO agreement, to the extent the
aggregate Fair Market Value (determined at the time the option is
granted) of stock with respect to which ISOs granted after
December 31, 1986 are exercisable for the first time by an
Optionee during any calendar year under all plans of BankAmerica
and its subsidiaries exceeds $100,000, such options shall be
treated as NQSOs.  This rule shall be applied by taking options
into account in the order in which they were granted so that
options with the earliest grant date will receive ISO treatment.

     No ISO shall be granted to any person who at the time owns
more than ten percent of total combined voting power of all
classes of stock of BankAmerica or of any Subsidiaries.

     2.6  Manner of Paying Option Price.  On exercise of each ISO
or NQSO, the Option Price shall be paid as follows: (a) in cash,
(b) in already-owned shares of Common Stock, or (c) in some
combination of cash and shares, as specified in the Award
Agreement or as otherwise permitted by the Committee.
Already-owned shares of Common Stock must have been owned by the
Optionee at the time of exercise for at least the period of time specified
in the Award Agreement, and shall be valued at their Fair Market
Value on the date of exercise.

     2.7   Exercise of Option.  The Committee shall establish,
and shall set forth in each Award Agreement, the procedures
governing the exercise of an ISO or NQSO.  In general, subject to
such specific provisions, an ISO or NQSO shall be exercised as
follows:

          (a)  the Optionee shall deliver written notice that he
or she intends to exercise the Option to the Company department
or officer designated in the Award Agreement;

          (b)  the Optionee shall pay the full Option Price at
the time of exercise, according to Section 2.6 above; and

          (c)  as soon as practicable after receipt of such
notice and payment, the Company shall direct BankAmerica's
transfer agent to register the shares of Common Stock in the name
of the Optionee.

     2.8   Cancellation of SARs.  Each Award Agreement shall
specify whether the exercise of an ISO or NQSO with respect to a
share of Common Stock shall cancel any SAR related to such share.

     2.9   Cancellation and Regrant of Options.  The Committee
may cancel particular NQSOs and regrant to the same Optionee
NQSOs to purchase the same or a different number of shares of
Common Stock, only (i) with the consent of the Optionee, and (ii)
if the Option Price for the NQSOs so regranted is no less than
the higher of (A) the Option Price for the NQSOs so cancelled, or
(B) the Fair Market Value of the Common Stock on the date of
regrant.

     2.10  Deferral of Option Gain.  The Committee may permit an
Optionee to elect to defer the receipt of the shares of Common
Stock upon exercise of an Option under such rules as the
Committee may determine in its sole discretion. If such an
election is made, upon exercise of the Option, the Company shall
not direct BankAmerica's transfer agent to register the shares of
Common Stock in the name of the Optionee until the date
determined under the Committee's rules and the Participant's
election.

                           ARTICLE III

                    STOCK APPRECIATION RIGHTS

     3.1  Grant of Stock Appreciation Rights.  The Committee is
hereby authorized to grant Stock Appreciation Rights ("SARs") to
Participants. The terms and conditions of the SARs shall be as
provided in the Award Agreement with respect to such SARs.  Each
Award Agreement shall specify the grant price, term, methods of
exercise, methods of settlement, disposition of the SARs on
retirement, death or termination of employment of the holder of
the SARs, and such other terms and conditions of the SARs as
shall be determined by the Committee. The Committee may impose
such conditions or restrictions on the exercise of any SAR as it
may deem appropriate. SARs may be granted either alone or in
tandem with grants of Options under the Plan. SARs granted in
tandem with Options are referred to herein as "Tandem SARs".

     The Committee shall not grant an SAR in tandem with an ISO
unless, pursuant to applicable law and rules and regulations of
the Internal Revenue Service, the SAR may be attached to the ISO
without causing the ISO to fail to meet the requirements of
Section 422A of the Internal Revenue Code. 

     Subject to the terms of the Plan and the applicable Award
Agreement, an SAR shall confer on the holder thereof a right to
receive payment (the "SAR Value"), upon exercise thereof, equal
to the excess of (i) the Fair Market Value of one share of Common
Stock on the date of exercise over (ii) the grant price of the
SAR as specified by the Committee, which shall be not less than
the Fair Market Value of one share of Common Stock on the date of
grant of the SAR. 

     3.2  Form and Timing of Payment.  (a) Exercise of Tandem
SARs for Cash or Common Stock.  Tandem SARs exercised during the
Window Period described below shall be payable only in cash, and
Tandem SARs exercised outside the Window Period shall be payable
only in shares of Common Stock.  A "Window Period" is a period
(i) beginning on the third business day following the date of
public release of BankAmerica's quarterly or annual summary
statements of revenues and earnings and (ii) ending on the
twelfth business day following such date.

     (b) Amount of Cash Payable on Exercise of Tandem SARs. When
Tandem SARs are exercised during the Window Period, the Optionee
shall receive a cash amount equal to (i) the number of Tandem
SARs exercised multiplied by (ii) the difference between (A) the
highest Fair Market Value of one share of Common Stock as of any
day during the Window Period, and (B) the Option Price specified
for the related Option. 

     (c) Number of Shares Issuable or Deliverable on Exercise of
Tandem SARs. When Tandem SARs are exercised outside the Window
Period, the Optionee shall receive the number of whole shares of
Common Stock equal to (i) the aggregate SAR Value (as defined in
Section 3.1) of the Tandem SARs exercised divided by (ii) the
Fair Market Value (as defined in Section 1.3) on the date of
exercise. The Company shall deliver cash in lieu of fractional
shares.

     3.3  Cancellation of Related Options.  Each Award Agreement
shall specify whether the exercise of an SAR shall cancel any
NQSO to which it relates, to the extent of the exercise.  Any
exercise of an SAR with respect to an ISO must be made in
accordance with Section 3.1.

                            ARTICLE IV

           RESTRICTED STOCK AND RESTRICTED STOCK UNITS 


     4.1  Introduction.  BankAmerica has outstanding shares of
restricted stock granted under the 1987 Plan, the BankAmerica
Corporation Restricted Stock Bonus Plan (the "Bonus Plan") and
the BankAmerica Corporation Management Incentive Stock Plan
("MISP").  Restricted stock already granted under the 1987 Plan,
the Bonus Plan and the MISP will continue to be held under the
terms of those plans, except as provided in Section 1.7 of this
Plan.  Only grants of Restricted Stock and Restricted Stock Units
made on or after the effective date of this new Plan shall be
governed by the terms of this Article IV.

     4.2  Award of Restricted Stock and Restricted Stock Units. 
The Committee may, from time to time and subject to the
provisions of the Plan and such other terms and conditions as the
Committee may prescribe, award shares of Common Stock or
Restricted Stock Units to be held under the restrictions set
forth in this Article to any eligible employee (the "Restricted
Stockholder"). If an eligible employee has been employed less
than six months, any award of Restricted Stock shall only be made
from Common Stock which is held as treasury stock by BankAmerica.

     4.3  Minimum Restrictions on Disposition.  A Restricted
Stockholder may not, under any circumstances, voluntarily dispose
of any of the Restricted Stock or Restricted Stock Units prior to
the first to occur of the following events:

          (a) the date on which the Restricted Stockholder
completes the period of continuous service, which shall not be
less than one year, with the Company following the award date
specified by the Committee for such award;

          (b) delivery of the Restricted Stock to the Restricted
Stockholder following a Committee determination pursuant to
Section 6.6 hereof in connection with a Change in Control;

          (c) the Restricted Stockholder's retirement or death;
or

          (d) delivery of the Restricted Stock to the Restricted
Stockholder following his or her termination of employment prior
to retirement or death pursuant to a determination by the
Committee under Section 4.6.

The limitations in this Section 4.3 will hereinafter be referred
to as the "minimum restrictions."

     4.4  Optional Restrictions.  In addition to the minimum
restrictions, the Committee may impose additional restrictions
("optional restrictions") upon the Restricted Stockholder's
voluntary disposition of the Restricted Stock or Restricted Stock
Units, either at the time the Committee makes an award of such
Restricted Stock or Restricted Stock Units or at any subsequent
time before the minimum restrictions expire.  The Committee may
impose optional restrictions (such as, without limitation,
permitting such disposition and release only in installments over
a period of years) as it may deem in the best interests of the
Restricted Stockholder, or in the case of the Restricted
Stockholder's death, of the heirs or legatees who become entitled
to such Restricted Stock or Restricted Stock Units by the
applicable laws of inheritance or under the terms of the
Restricted Stockholder's will.

     4.5  Termination of Employment of Restricted Stockholder for
Gross Misconduct.  If a Restricted Stockholder's services are
terminated for cause for gross misconduct, all shares of
Restricted Stock and Restricted Stock Units awarded to any
Restricted Stockholder under this Plan shall be forfeited, and
the Committee shall direct such shares of Restricted Stock and
Restricted Stock Units to be transferred and delivered to
BankAmerica.  Gross misconduct includes, but is not limited to,
acts of dishonesty, such as theft, embezzlement, and
falsification of the Company's records with intent to deceive;
breach of trust; knowing violation of rules established by the
Company; and any crime determined by the Company to result in
termination of employment. 

     4.6  Termination of Employment of Restricted Stockholder not
Involving Gross Misconduct.

          (a) Should a Restricted Stockholder who was employed by
the Company at the date of grant terminate his or her employment
with the Company prior to (i) the date on which he or she
completes the period of continuous service for the Company
following the award date specified by the Committee for such
award, or (ii) his or her death or retirement, or 

          (b) should the Company terminate his or her employment
for any reason other than for a cause set forth in Section 4.5
above,

     BankAmerica shall reacquire all the Restricted Stock and
Restricted Stock Units without the payment of consideration in
any form to such Restricted Stockholder and the Restricted
Stockholder shall unconditionally forfeit any right, title or
interest to such Restricted Stock and Restricted Stock Units,
unless the Committee, up to 90 days after such termination,
determines in its sole discretion to permit the Restricted
Stockholder to (i) retain all or any part of the Restricted
Stock, and/or (ii) to waive in whole or in part any or all
remaining restrictions on Restricted Stock Units, and to deliver
shares of Common Stock to the Restricted Stockholder in respect
of such Restricted Stock Units. Upon direction of the Committee,
all forfeited Restricted Stock and Restricted Stock Units shall
be transferred and delivered to BankAmerica. Termination of a
Restricted Stockholder's employment with the Company shall be
deemed to include a change in ownership of the Restricted
Stockholder's employer such that the Restricted Stockholder's
employer ceases to be BankAmerica or one of its Subsidiaries.

     4.7  Registration and Escrow.  Any Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee
may deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates.
In the event that any stock certificate is issued in respect of
shares of Restricted Stock granted under the Plan, such
certificate shall be registered in the name of the Restricted
Stockholder and shall either bear an appropriate legend referring
to the terms, conditions and restrictions applicable to such
Restricted Stock, or, at the direction of the Committee, be held
by Bank of America National Trust and Savings Association (the
"Bank") (or another escrow agent appointed by the Committee) in
escrow subject to delivery to the Restricted Stockholder or to
BankAmerica at such times and in such amounts as the Committee
shall direct under the terms of the Plan. When an employee
accepts an award of Restricted Stock pursuant to the Plan, he or
she thereby grants an irrevocable power of attorney to the Bank
or any other escrow agent appointed by the Committee to cause the
transfer and delivery to BankAmerica of any such Restricted Stock
which the Committee shall direct to be so transferred and
delivered pursuant hereto.

     4.8  Payment in Respect of Restricted Stock Units.

          (a)  Each Restricted Stock Unit shall represent one
share of Common Stock, and shall, at the time and to the extent
it becomes vested, be payable by the delivery of one share of
Common Stock. The Committee is authorized to grant Restricted
Stock Units under which the Restricted Stockholder shall be
entitled to receive payments equivalent to dividends with respect
to a number of shares of Common Stock determined by the
Committee, and the Committee may determine that such amounts (if
any) shall be paid to the Restricted Stockholder in cash from
time to time, or be deemed to have been reinvested in additional
shares of Common Stock or additional Restricted Stock Units, or
otherwise reinvested. Restricted Stock Units shall have no voting
rights.

          (b)  The Committee may, in its discretion, provide that
payment to the Restricted Stockholder in respect of Restricted
Stock Units shall be deferred until such date or dates, not later
than the Restricted Stockholder's death, retirement or other
termination of employment with the Company, as the Restricted
Stockholder may elect. Any such election shall be filed in
writing with the Committee in accordance with such rules and
regulations, including any time periods within which such
election shall be made, as the Committee may specify.

     4.9  Dividends on Restricted Stock.  Even while the
Restricted Stock is held in escrow, the Committee may determine
that all dividends BankAmerica pays on the Restricted Stock shall
be delivered directly to the Restricted Stockholder, not the
escrow account.

     4.10   Voting Rights.  Even while the Restricted Stock is
held in escrow, the Committee may determine that the Restricted
Stockholder shall have the same voting rights with respect to the
Restricted Stock as those provided to other shareholders of
Common Stock.

                            ARTICLE V

                     OTHER STOCK-BASED AWARDS

     5.1  Other Stock-Based Awards.  The Committee is hereby
authorized to grant to Participants such awards that are
denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, shares of
Common Stock (including, without limitation, securities
convertible into shares of Common Stock) as are deemed by the
Committee to be consistent with the purposes of the Plan;
PROVIDED, HOWEVER, that such grants must comply with Rule 16b-3
promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, and applicable law,
except that Options may be transferable to the extent permitted
by, and in accordance with the provisions of, Section 6.8 of the
Plan.  Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the terms and conditions
of such awards.  Shares of Common Stock or other securities
delivered pursuant to a purchase right granted under this Section
5.1 shall be purchased for such consideration, which may be paid
by such method or methods and in such form or forms, including,
without limitation, cash, shares of Common Stock, other
securities, other awards, or other property, or any combination
thereof, as the Committee shall determine, the value of which
consideration, as established by the Committee, shall not be less
than the Fair Market Value of such shares of Common Stock or
other securities as of the date such purchase right is granted.

                            ARTICLE VI

                          MISCELLANEOUS

     6.1  Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, or otherwise
delivered by hand or messenger, addressed

          (a) if to the Company, at

               BankAmerica Corporation
               1 South Van Ness Avenue, 7th Floor
               San Francisco, CA  94103
               Attn:  c/o Bank of America NT&SA
                      Executive Product Services #3005

          (b) if to the Participant, at the last address shown on
the Company's personnel records, or

          (c) to such address as either the Company or the
Participant shall later designate by notice to the other.

     6.2  Amendments of Plan.  BankAmerica may, at any time and
from time to time, modify, amend, suspend or terminate the Plan
in any respect by action of the Board or by written amendment
executed by a duly authorized officer of BankAmerica. 
Notwithstanding the above, however, any modification, amendment,
suspension or termination of the Plan shall not affect a
Participant's rights to a grant or award previously made, except
as provided in Section 1.8(a), or except with his or her consent.

     6.3  Leaves of Absence.  The Committee shall be entitled to
make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence
from the Company taken by the recipient of any grant or award
under the Plan.  Without limiting the generality of the
foregoing, the Committee shall be entitled to determine (a)
whether or not any such leave of absence shall be treated as a
termination of employment with the Company within the meaning of
the Plan and (b) the impact, if any, of any such leave of absence
on grants and awards under the Plan.

     6.4  Dilution and Other Adjustments.  In the event that the
Committee shall determine that any dividend or other distribution
(whether in the form of cash, shares of Common Stock, other
securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of
shares of Common Stock or other securities of BankAmerica,
issuance of warrants or other rights to purchase shares of Common
Stock or other securities of BankAmerica, or other similar
corporate transaction or event, affects the Common Stock, such
that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it
shall deem equitable, adjust any or all of (i) the number and
type of shares of Common Stock which thereafter may be made the
subject of Awards, (ii) the number and type of shares of Common
Stock (or other securities or property) subject to outstanding
Awards, and (iii) the grant, purchase or exercise price with
respect to any Award, or, if deemed appropriate, make provision
for a cash payment to the holder of an outstanding Award;
PROVIDED, HOWEVER, in each case, that with respect to Awards of
ISOs no such adjustment shall be authorized to the extent that
such authority would cause the Plan to violate Section 422A of
the Internal Revenue Code or any successor provision thereto; and
PROVIDED FURTHER that the number of shares of Common Stock
subject to any Award denominated in shares of Common Stock shall
always be a whole number.

     6.5  General Restriction.  Each grant and award under the
Plan shall be subject to the requirement that, if at any time the
Committee shall determine that (a) the listing, registration or
qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or
federal law, (b) the consent or approval of any government
regulatory body, or (c) an agreement by the recipient of a grant
or award with respect to the disposition of shares of Common
Stock, is necessary or desirable as a condition of, or in
connection with, the making of a grant or award or the issue,
delivery or purchase of shares of Common Stock thereunder, then
such grant or award shall not be consummated in whole or in part
unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free
of any conditions not acceptable to the Committee.

     6.6  Change in Control.  If BankAmerica undergoes a Change
in Control (as defined in Section 1.3(e)), the following shall
apply:

          (a)  Except as provided in subsection (b) below, (i)
all outstanding Options and SARs shall be immediately exercisable
in full and (ii) all Restricted Stock, Restricted Stock Units,
and Other Stock-Based Awards shall be immediately released free
from all restrictions and shall be delivered or paid, as the case
may be, to the Participant as soon as practicable following the
Change in Control.

          (b)(i)  The Performance Share Units awarded on November
7, 1994 (and any subsequent awards of Performance Share Units)
under the BankAmerica Corporation 1992 MSP Performance Share
Program shall vest in the time or times specified in Section 4.1
of the Performance Share Program whether or not the Participant
continues in employment with the Company. However, following a
Change in Control, the Committee shall no longer have discretion
to not vest Performance Share Units after the end of the term of
the Award if BAC ranks 1 or 2 in total shareholder return
relative to its peer banks for the term of the Award.

          (b)(ii)  In the event (i) any Award has been made to a
person who, at the time of a Change in Control is an officer or
director of BankAmerica, as such terms are defined in Section 16
of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder, and (ii) such
Award has not satisfied the applicable minimum vesting provisions
of the Plan, this Section 6.6 shall apply to such Award
immediately after the satisfaction of any such applicable minimum
vesting period, whether or not the person remains an employee of
the Company at that time.

          (c)  Except as provided in the following sentence (and,
if applicable, the expiration of the minimum vesting period in
(b)), in the event a Participant terminates employment with the
Company following a Change in Control, his or her Options and
SARs shall remain exercisable for a period of three years
following termination of employment, not to exceed the original
term of the Option or SAR. The preceding sentence shall not apply
to an incentive stock option unless the option agreement gives
the Committee discretion to permit the incentive stock option to
remain exercisable following termination of the optionholder's
employment, in which case the incentive stock option shall be
exercisable for three months following termination of employment
without further Committee action.

          (d)  Section 6.7 of the Plan regarding payment of
withholding taxes shall remain applicable.

          (e)  Notwithstanding any provision of this Section 6.6 to the
contrary, this Section 6.6 shall not apply, with respect to the consummation
of the merger between BankAmerica and NationsBank (DE) pursuant to the
Agreement and Plan of Reorganization, dated as of April 10, 1998, between
BankAmerica and NationBank Corporation, to any Award made on or after 
March 27, 1998, unless BankAmerica had entered into a binding obligation
to make such Award, subject to the Committee granting the Award, prior
to March 27, 1998.

     6.7  Withholding Taxes.  The Company shall have the right to
deduct from any settlement of an Award made under the Plan,
including the delivery or vesting of shares, an amount sufficient
to cover withholding required by law for any federal, state or
local taxes or to take such other action as may be necessary to
satisfy any such withholding obligations.  The Committee may
permit shares to be used to satisfy required tax withholding and
such shares shall be valued at the Fair Market Value as of the
settlement date of the applicable award.

     6.8 Non-Assignability. Except as provided below, no
Participant shall have the right to alienate, assign, encumber,
hypothecate or pledge his or her interest in any Award under the
Plan, voluntarily or involuntarily, and any attempt to so dispose
of any such interest prior to payment thereof shall be void.

     A Participant who is designated by the Committee, in its
sole discretion, as being eligible for this option transfer
provision shall have the right, subject to the conditions
specified in the following paragraph, to irrevocably transfer to
Immediate Family Members (as defined below) Options granted at
any time under the Plan to such Participant. For purposes of this
Section, the term Immediate Family Members means (a) the spouse
and lineal descendents of the Participant, (b) a trust for the
benefit of such family members, or (c) a partnership in which
such family members are the only partners.

     As conditions to such transferability of any Options, (a)
the Participant may not receive any consideration for the
transfer; (b) the Participant and/or the transferee shall execute
such documents and comply with such rules as the Committee may
specify from time to time, and (c) the Options so transferred
must continue to be subject to the same terms and conditions that
were applicable to such Options prior to their transfer.

     The transferee of any Options transferred in accordance with
the terms and conditions of the Plan shall have the right to
exercise such Options and to have the shares of Common Stock
covered by such Options registered in the name of such
transferee, as though such transferee were the Optionee for
purposes of Section 2.7 of the Plan.

     Notwithstanding anything contained in this Section 6.8, the
Company shall have the right to offset from any unpaid or
deferred Award any amounts due and owing from the Participant to
the extent permitted by law; PROVIDED, HOWEVER, that with respect
to any Options that are transferred in accordance with the terms
and conditions of the Plan, such right shall cease upon the
transfer.

     6.9  No Right to Employment.   Nothing in the Plan nor in
any agreement entered into pursuant to the Plan shall confer upon
any Participant the right to continue in the employment of the
Company, nor affect any right which the Company may have to
terminate the employment of such person.

     6.10  Rights as Shareholder.  No Participant shall have
rights as a shareholder with respect to shares of Common Stock
awarded to him or her unless and until the certificates for such
shares are delivered to him or her.  The Committee may determine
that Restricted Stockholders have full voting rights with respect
to Restricted Stock, as provided in Section 4.9 hereof.

     6.11  Entire Plan.  This document is a complete statement of
the Plan.  As of its effective date this document supersedes all
prior plans, representations and proposals, written or oral,
relating to its subject matter, except as otherwise provided in
Section 1.7 hereof.  The Company shall not be bound by or liable
to any person for any representation, promise or inducement made
by any employee or agent of it which is not embodied in this
document.

     6.12  Governing Law.  The Plan shall be construed and
enforced in accordance with California law.

     6.13  Delegation.  The Committee may delegate to one or more
officers of the Company or any of its Subsidiaries, or to a
committee of such officers, the authority, subject to such terms
and limitations as the Committee shall determine, to make grants
and awards to, or to cancel, modify, waive rights with respect
to, alter, discontinue, suspend, or terminate grants or awards
held by, officers or employees of the Company, who are not
officers or directors of the Company for purposes of Section 16
of the Securities Exchange Act of 1934, as amended.

     6.14  Foreign Employees.  In order to facilitate the making
of any grant or award under the Plan, the Committee may provide
for such special terms for grants and awards to participants who
are foreign nationals or who are employed by the Company or any
Subsidiary outside of the United States of America as the
Committee may consider necessary or appropriate to accommodate
differences in local law, policy or custom.  Moreover, the
Committee may approve such supplements to or amendments,
restatements, or alternative versions of the Plan including
supplements, amendments or alternative versions providing for
Other Stock-Based Awards as it may consider necessary or
appropriate for such purposes, without thereby affecting the
terms of the Plan as in effect for any other purpose.  No such
special terms, supplements, amendments or restatements, however,
shall include any provisions that are inconsistent with the terms
of the Plan as then in effect unless the Plan could have been
amended to eliminate such inconsistency without further approval
by the shareholders of BankAmerica.

     The resolution amending Sections 1.3(e) and 6.6 provided
that no modification, suspension, amendment or termination of the
Plan may be made which would adversely affect the rights of any
employee or former employee under the amendment with respect to
any stock option, stock appreciation right, restricted stock unit
or other stock based award granted under the Plan prior to the
date of such modification, suspension, amendment or termination.














                          [LOGO OF BANKAMERICA] 

                          BANKAMERICA CORPORATION


                          1987 MANAGEMENT STOCK PLAN







                                        As adopted April 6, 1987 
                                              and amended through 
                                                November 3, 1997 




                     BANKAMERICA CORPORATION
                    1987 MANAGEMENT STOCK PLAN

                        TABLE OF CONTENTS

                                                             Page
ARTICLE I   General. . . . . . . . . . . . . . . . . . . . . . .1
1.1  Background of Plan. . . . . . . . . . . . . . . . . . . . .1
1.2  Purpose of Plan . . . . . . . . . . . . . . . . . . . . . .1
1.3  Definitions . . . . . . . . . . . . . . . . . . . . . . . .1
1.4  Administration of Plan. . . . . . . . . . . . . . . . . . .4
1.5  Eligibility to Receive Grants and Awards. . . . . . . . . .5
1.6  Types of Grants and Awards Under Plan . . . . . . . . . . .6
1.7  Limitation on Available Shares. . . . . . . . . . . . . . .6
1.8  Effective Date and Term of Plan . . . . . . . . . . . . . .6

ARTICLE II  Incentive Stock Options and Non-Qualified Stock
            Options. . . . . . . . . . . . . . . . . . . . . . .7
2.1  Grant of Stock Options. . . . . . . . . . . . . . . . . . .7
2.2  Stock Option Agreements . . . . . . . . . . . . . . . . . .7
2.3  Option Price. . . . . . . . . . . . . . . . . . . . . . . .7
2.4  Option Period . . . . . . . . . . . . . . . . . . . . . . .7
2.5  Limitation on ISOs. . . . . . . . . . . . . . . . . . . . .8
2.6  Manner of Paying Option Price . . . . . . . . . . . . . . .8
2.7  Exercise of Option. . . . . . . . . . . . . . . . . . . . .8
2.8  Cancellation of SARS  . . . . . . . . . . . . . . . . . . .9
2.9  Cancellation and Regrant of Non-Qualified Stock 
     Options . . . . . . . . . . . . . . . . . . . . . . . . . .9
2.10  Retirement of Optionee at Age Sixty-Five or Later  . . . .9
2.11  Early Retirement of Optionee . . . . . . . . . . . . . . .9
2.12  Termination on Leave of Absence or Extraordinary          
      Circumstances. . . . . . . . . . . . . . . . . . . . . . 10
2.13  Termination of Employment of Optionee. . . . . . . . . . 10
2.14  Death of Optionee. . . . . . . . . . . . . . . . . . . . 11
2.15  Deferral of Option Gain  . . . . . . . . . . . . . . . . 11

ARTICLE III Performance Stock Options. . . . . . . . . . . . . 12
3.1  Grant of Performance Stock Options  . . . . . . . . . . . 12
3.2  Stock Option Agreements . . . . . . . . . . . . . . . . . 12
3.3  Option Price  . . . . . . . . . . . . . . . . . . . . . . 12
3.4  Option Period . . . . . . . . . . . . . . . . . . . . . . 12
3.5  Dividend Equivalent Credit. . . . . . . . . . . . . . . . 13
3.6  Granting of Dividend Equivalent Credits . . . . . . . . . 13
3.7  Manner of Paying Option Price . . . . . . . . . . . . . . 13
3.8  Exercise of Options . . . . . . . . . . . . . . . . . . . 14
3.9  Surrender of Performance Stock Options. . . . . . . . . . 14
3.10  Payments from the DEC Account  . . . . . . . . . . . . . 14
3.11  Cancellation of SARs . . . . . . . . . . . . . . . . . . 15
3.12  Cancellation and Regrant of Performance Stock 
      Options  . . . . . . . . . . . . . . . . . . . . . . . . 15
3.13  Retirement of Optionee at Age Sixty-Five or Later. . . . 15
3.14  Early Retirement of Optionee . . . . . . . . . . . . . . 15
3.15  Termination on Leave of Absence or 
     Extraordinary Circumstances . . . . . . . . . . . . . . . 16
3.16  Termination of Employment of Optionee. . . . . . . . . . 16
3.17  Death of Optionee  . . . . . . . . . . . . . . . . . . . 16

ARTICLE IV   Stock Appreciation Rights . . . . . . . . . . . . 17
4.1  Grant of Stock Appreciation Rights  . . . . . . . . . . . 17
4.2  Agreements Evidencing SARs. . . . . . . . . . . . . . . . 17
4.3  Exercise of SARs  . . . . . . . . . . . . . . . . . . . . 17
4.4  Amount of Payment . . . . . . . . . . . . . . . . . . . . 17
4.5  Form and Timing of Payment. . . . . . . . . . . . . . . . 18
4.6  Cancellation of Related Options . . . . . . . . . . . . . 18
4.7  Termination of Employment of Optionee . . . . . . . . . . 18
4.8  Death of Optionee . . . . . . . . . . . . . . . . . . . . 18
     
ARTICLE V    Restricted Stock. . . . . . . . . . . . . . . . . 19
5.1  Introduction. . . . . . . . . . . . . . . . . . . . . . . 19
5.2  Award of Restricted Stock . . . . . . . . . . . . . . . . 19
5.3  Minimum Restrictions on Disposition of Stock Awards . . . 19
5.4  Optional Restrictions . . . . . . . . . . . . . . . . . . 20
5.5  Termination of Employment of Restricted Stockholder for
     Gross Misconduct .  . . . . . . . . . . . . . . . . . . . 20
5.6  Termination of Employment of Restricted Stockholder not
     Involving Gross Misconduct . .  . . . . . . . . . . . . . 20
5.7  Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.8  Dividends on Restricted Stock . . . . . . . . . . . . . . 21
5.9  Voting Rights . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VI   Miscellaneous . . . . . . . . . . . . . . . . . . 21
6.1  Notices . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.2  Amendments of Plan. . . . . . . . . . . . . . . . . . . . 22
6.3  Leaves of Absence . . . . . . . . . . . . . . . . . . . . 22
6.4  Dilution and Other Adjustments. . . . . . . . . . . . . . 22
6.5  General Restriction . . . . . . . . . . . . . . . . . . . 22
6.6  Change in Control . . . . . . . . . . . . . . . . . . . . 22
6.7  Withholding Taxes . . . . . . . . . . . . . . . . . . . . 23
6.8  Non-Assignability . . . . . . . . . . . . . . . . . . . . 23
6.9  No Right to Employment. . . . . . . . . . . . . . . . . . 23
6.10  Rights as Shareholder. . . . . . . . . . . . . . . . . . 23
6.11  Entire Plan. . . . . . . . . . . . . . . . . . . . . . . 24
6.12  Governing Law. . . . . . . . . . . . . . . . . . . . . . 24




                     BANKAMERICA CORPORATION
                    1987 MANAGEMENT STOCK PLAN

                            ARTICLE I

                             General


     1.1  Background of Plan.  BankAmerica Corporation hereby
establishes the BankAmerica Corporation 1987 Management Stock
Plan (the "Plan").  The Plan provides for the grant of three
types of stock options on BankAmerica Corporation Common Stock,
and for the grant of restricted stock.  The Plan is the successor
to the BankAmerica Corporation Management Incentive Stock Plan. 

     1.2  Purpose of Plan.  The purpose of the Plan is to provide
contingent financial incentive to key executive officers of
BankAmerica Corporation and its present and future Subsidiaries
(as defined in Section 1.3(m), and other individuals whose
participation in the Plan is deemed to be in the best interests
of BankAmerica Corporation.  The Plan will offer competitive
levels of incentive compensation related to long-term corporate
financial performance to those key officers and other employees
of the Company and other individuals who, by virtue of their
position and efforts, contribute to or substantially influence
the financial success of BankAmerica Corporation over
multiple-year periods.  The Plan is also intended as a means of
increasing officer shareholdings, thereby strengthening the commonality of
interest between BankAmerica shareholders and key officers and
other employees in the Company's management, and as an aid in
attracting, retaining and motivating key officers and other
employees of outstanding abilities and specialized skills. 

     1.3  Definitions.  As used in the Plan and the related Stock
Option Agreements, the following terms, when written with initial
capital letters, will have the meanings stated below:

     (a)  BankAmerica means BankAmerica Corporation, a Delaware
corporation. 

     (b)  Board means Board of Directors of BankAmerica.

     (c)  Change in Control means that one of the following
events has occurred:

          (i)   The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
BankAmerica (the "Outstanding BankAmerica Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of BankAmerica entitled to vote generally in the
election of directors (the "Outstanding BankAmerica Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control:  (i) any acquisition directly from BankAmerica
(ii) any acquisition by BankAmerica, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) below.

          (ii)  Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by
BankAmerica's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board.

          (iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of BankAmerica or its principal
Subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding BankAmerica Common Stock and
Outstanding BankAmerica Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 80% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns BankAmerica or all or substantially all of BankAmerica's
assets either directly or through one or more  subsidiaries) in
substantially the same proportions as their  ownership,
immediately prior to such Business Combination of the Outstanding
BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the
purposes of this clause (A), any shares of common stock or voting
securities of such resulting corporation received by such
beneficial owners in such Business Combination other than as the
result of such beneficial owners' ownership of Outstanding
BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall
not be considered to be owned by such beneficial owners for the
purposes of calculating their percentage of ownership of the
outstanding common stock and voting power of the resulting
corporation), (B) no Person (excluding any corporation resulting
from such Business Combination or any employee  benefit plan (or
related trust) of the Company or such corporation  resulting from
such Business Combination) beneficially owns, directly  or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation unless such
Person owned 20% or more of the Outstanding BankAmerica Common
Stock or  Outstanding BankAmerica Voting Securities immediately
prior to the  Business Combination and (C) at least a majority of
the members of  the board of directors of the corporation
resulting from such  Business Combination were members of the
Incumbent Board (or, in the  case of BankAmerica's principal
Subsidiary, the corresponding board  of directors) at the time of
the execution of the initial agreement,  or of the action of the
Board, providing for such Business  Combination.

          (iv)  Approval by the shareholders of BankAmerica of a
complete liquidation or dissolution of BankAmerica.

     (d)  Committee means the Executive Personnel and
Compensation Committee of the Board. 

     (e)  Common Stock means shares of BankAmerica's common
stock, $1.5625 par value per share.

     (f)  Company means BankAmerica and its Subsidiaries,
collectively.  

     (g)  Dividend Equivalent Credit ("DEC") and Dividend
Equivalent Credit Account ("DEC Account") have the meanings set
forth in Section 3.5.  

     (h)  The Fair Market Value of a share of Common Stock on any
date means the average of the high and low sales prices of a
share of Common Stock as reflected in the report of consolidated
trading of New York Stock Exchange listed securities for that day
(or, if no shares were publicly traded on that day, the
immediately preceding day that shares were so traded) published
in The Wall Street Journal or in any other publication selected
by the Committee; provided, however, that if shares of Common
Stock shall not have been publicly traded for more than ten days
immediately preceding such date, then the fair market value of a
share of Common Stock shall be determined by the Committee in
such manner as it may deem appropriate.

     (i)  Management Incentive Stock Plan ("MISP") means the plan
adopted by the Board of Directors of BankAmerica Corporation on
December 6, 1982, as amended, pursuant to which BankAmerica
Corporation has issued non-qualified stock options, incentive
stock options, performance stock options, and restricted stock to
key officers and other employees of BankAmerica.

     (j)  Option means an option to purchase shares of the Common
Stock, and shall be one of three kinds: (i) Incentive Stock
Options ("ISOs") and (ii) Non-Qualified Stock Option ("NQSOs"),
granted pursuant to Article II; and (iii) Performance Stock
Options ("PSOs") granted pursuant to Article III. The Company
intends the ISOs shall meet the requirements of Section 422A of
the Internal Revenue Code and the regulations thereunder
applicable to incentive stock options, and that NQSOs and PSOs
shall not meet such requirements.

     (k)  Optionee means the holder of an Option.

     (l)  Restricted Stock means Common Stock issued or delivered
pursuant to Article V with the restrictions set forth in Sections
5.3 and 5.4.

     (m)  Retirement (including Early Retirement) means the last
day of employment with the BankAmerica or one of its Subsidiaries
prior to the employee's retirement under a retirement program of
BankAmerica or one of its Subsidiaries.

     (n)  Stock Appreciation Right ("SAR") has the meaning set
forth in Section 4.1.

     (o)  Stock Option Agreement means any written agreement
between BankAmerica and an employee of the Company or other
individual pursuant to which an Option is granted. The Committee
shall determine the terms of each Stock Option Agreement subject
to the provisions of Section 2.2 with respect to ISOs and NQSOs,
and to the provisions of Section 3.2 with respect to PSOs.

     (p)  Subsidiary means any corporation of which BankAmerica
owns, directly or indirectly, twenty percent or more of the
voting stock.  

     (q)  Window Period means the time period described in
Section 4.5(a) hereof.

     (r)  Section 16 means Section 16 of the Securities Exchange
Act of 1934 and the rules thereunder.

     1.4  Administration of Plan.  (a) The Plan shall be
administered by the Committee. The Committee shall consist of at
least three members of the Board, none of whom shall be, while
serving on the Committee, eligible to receive a grant or award
under the Plan or under any other plan of the Company or its
affiliates under which the participants are entitled to acquire
Common Stock, stock options, restricted stock, and related
rights, or stock appreciation rights of the Company or any of its
affiliates. Members of the Committee shall serve at the pleasure
of the Board.

          (b)   Subject to the provisions of the Plan, the
Committee shall have sole, final, and conclusive authority to
determine:

                (i) the employees and other individuals to
whom Options, Restricted Stock, and related rights, shall be
granted or awarded;

                (ii)     the number of shares of Common Stock to
be optioned, granted or awarded to each such employee or other
individual;

                (iii)    whether and to what extent an Optionee
may use already owned-shares of Common Stock to exercise Options;

                (iv)     the restrictions to be imposed on each
share of Restricted Stock awarded pursuant to Article V of this
Plan, which shall not be less than the minimum restrictions set
forth in Section 5.3;

                (v) which Options granted shall be Incentive
Stock Options, which shall be Non-Qualified Stock Options, and
which shall be Performance Stock Options;

                (vi)     the price to be paid for the shares upon
the exercise of each Option, which shall be not less than 100% of
the Fair Market Value per share, as determined by the Committee,
of the Common Stock at the time of granting the Option; 

                (vii)    the period within which each Option
shall be exercised;

                (viii)   the terms and conditions of each Stock
Option Agreement between BankAmerica and an employee or other
individual to whom the Committee has granted an Option, which,
however, shall be in accordance with the provisions of the Plan;
and

                (ix)     the Committee shall have the power,
authority, and sole discretion to construe, interpret and
administer the Plan. The Committee's decisions construing,
interpreting and administering the Plan shall be conclusive and
binding on all parties.

     1.5  Eligibility to Receive Grants and Awards.  Employees of
BankAmerica or of any of its Subsidiaries who shall, in the
judgment of the Committee be qualified by position, training or
ability to contribute substantially to the progress of
BankAmerica, shall be eligible to receive grants and awards under
the Plan. The Committee may also make grants and awards to such
other individuals whose participation in the Plan is determined
to be in the best interest of BankAmerica, provided that the
shares of Common Stock to be received by such individuals are
eligible to be registered on Securities and Exchange Commission
Form S-8 (or any successor to such form) under the rules and
regulations in effect at the time of grant or award.

     1.6  Types of Grants and Awards Under Plan.  Grants and
awards under the Plan may be in the form of any one or more of
the following: (i) Incentive Stock Options, (ii) Non-Qualified
Stock Options, (iii) Performance Stock Options, (iv) Stock
Appreciation Rights, and (v) Restricted Stock.

     1.7  Limitation on Available Shares.  The maximum number of
shares of Common Stock that shall be available for issuance or
delivery under the Plan with respect to grants and awards made
under the Plan on or after April 6, 1987 shall be 7,706,037, plus
a maximum of 4,605,338 shares either as of April 6, 1987 subject
to outstanding options, or outstanding as restricted stock,
granted under the BankAmerica Corporation Management Incentive
Stock Plan as described in the final paragraph of this Section
1.7. The number of shares available under the Plan may be, in
whole or in part, authorized but unissued shares of Common Stock
or issued shares of Common Stock that have been reacquired by
BankAmerica. Shares of Common Stock shall be issued or delivered
upon the exercise of Options, and may be issued or delivered in
payment of Dividend Equivalent Credits, Stock Appreciation
Rights, and Restricted Stock awards in the discretion of the
Committee.

     Any shares of Common Stock subject to an Option which for
any reason is cancelled (including shares subject to an Option
which is cancelled upon the exercise of related SARs) or
terminated without having been exercised, or which expires, shall
again be available for issuance or delivery under the Plan. 

     Any shares of Restricted Stock that for any reason are
reacquired by BankAmerica pursuant to Section 5.5 or 5.6, shall
again be available for delivery under the Plan.

     Finally, any shares of Common Stock subject to an MISP
option that for any reason is cancelled (including shares subject
to an MISP option which is cancelled upon the exercise of related
SARs) or terminated without having been exercised, or which
expires, and any shares of MISP Restricted Stock that for any
reason are reacquired by BankAmerica pursuant to Section 5.5 or
5.6 of the MISP, shall again be available for issuance or
delivery under this Plan. 

     1.8  Effective Date and Term of Plan.  (a) The Plan shall
become effective on April 6, 1987 and the Committee may, in its
discretion, make grants and awards to eligible key officers and
other employees of the Company as of that date, subject, however,
to the approval of the Plan by the shareholders of BankAmerica at
the 1987 annual meeting of shareholders. In the event the Plan is
not approved at such meeting, the Plan and all grants and awards
hereunder shall be void, and the Company shall have no obligation
to any recipients of such grants and awards.

          (b)  The Committee may make grants and awards under the
Plan beginning April 6, 1987 and during each subsequent year
until such time as the Plan may be terminated by the Board in its
sole discretion, or as hereinafter provided.

          (c)  Unless the shareholders of BankAmerica shall
approve an extension or renewal of the Plan for such new or
additional term as they may determine, no grants and awards shall
be made after April 5, 1997. However, all grants and awards made
under the Plan prior to such date shall remain in effect until
such grants and awards shall have been satisfied, terminated, or
paid out, or expire, in accordance with the Plan and the terms of
such grants and awards.

                            ARTICLE II

     Incentive Stock Options and Non-Qualified Stock Options 

     2.1  Grant of Stock Options.  The Committee may, from time
to time and subject to the provisions of the Plan and such other
terms and conditions as the Committee may prescribe, grant to any
eligible employee or other individual Incentive Stock Options
("ISOs" or "Options") and/or Non-Qualified Stock Options ("NQSOs"
or "Options") (as these terms are defined in Section 1.3), to
purchase, for cash and/or for already-owned shares of Common
Stock, such number of shares of Common Stock as the Committee
shall determine.

     2.2  Stock Option Agreements.  The grant of an ISO or NQSO
shall be evidenced by a written Stock Option Agreement in such
form as the Committee may from time to time determine in
accordance with the provisions of the Plan, executed by
BankAmerica. Each Stock Option Agreement shall state the number
of shares of Common Stock subject to the Option, the Option
price, the Option Period, any limitations on the Option, the
restrictions on assigning and transferring the Option described
in Section 6.8, the manner of payment for shares of Common Stock,
and such other terms as the Committee shall determine. 

     2.3  Option Price.  The purchase price per share of Common
Stock which the Optionee must deliver upon the exercise of an ISO
or NQSO shall be fixed by the Committee, but shall not be less
than 100% of the Fair Market Value of a share of Common Stock on
the date the Option is granted.

     2.4  Option Period.  Each Option granted as an ISO or NQSO
shall become exercisable in part or in full at such time or times
as the Committee may determine and specify in each Stock Option
Agreement; provided, however, that no Option will be exercisable
before the date six months after the date the Option was granted,
nor after the first to occur of the following dates: 

          (a)  ten years after the date the Option is granted; 

          (b)  in the case of ISOs, three months after the date
of the Optionee's retirement;

          (c)  in the case of NQSOs, three years after the date
of the Optionee's retirement;

          (d)  three years after death of the Optionee; and

          (e)  except as provided in Sections 2.4(a) through
2.4(d) above, termination of the Optionee's employment with the
Company, unless the Committee, in its sole discretion, decides
otherwise, in which case the Committee shall have discretion both
(i) to accelerate the exercisability of any Option (held by an
Optionee who is not subject to Section 16) which would not
otherwise become exercisable by the termination of the Optionee's
employment under the terms of the relevant Stock Option
Agreement, and (ii) to extend the exercisability of any
exercisable Option (including an Option that became exercisable
pursuant to Section 2.4(e)(i), above) beyond the termination of
the Optionee's employment.

     2.5  Limitation on ISOs.  Notwithstanding any other
provisions in the Plan or in any ISO agreement, to the extent the
aggregate Fair Market Value (determined at the time the option is
granted) of stock with respect to which ISOs granted after
December 31, 1986 are exercisable for the first time by an
Optionee during any calendar year exceeds $100,000, under this
Plan and under all plans of BankAmerica and its subsidiaries,
such options shall be treated as NQSOs. This rule shall be
applied by taking options into account in the order in which they
were granted so that options with the earliest grant date will
receive ISO treatment.

     No ISO shall be granted to any person who at the time owns
more than ten percent of total combined voting power of all
classes of stock of BankAmerica or of any Subsidiaries.

     2.6  Manner of Paying Option Price.  On exercise of each ISO
or NQSO, the Option Price shall be paid as follows: (a) in cash,
(b) in already-owned shares of Common Stock, or (c) in some
combination of cash and shares, as specified in the Stock Option
Agreement or as otherwise permitted by the Committee.
Already-owned shares of Common Stock must have been owned by the
Optionee at the time of exercise for at least the period of time specified
in the Stock Option Agreement, and shall be valued at their Fair
Market Value on the date of exercise.

     2.7  Exercise of Option.  The Committee shall establish, and
shall set forth in each Stock Option Agreement, the procedures
governing the exercise of an ISO or NQSO. In general, subject to
such specific provisions, an ISO or NQSO shall be exercised as
follows:

          (a)   the Optionee shall deliver written notice that
he or she intends to exercise the Option to the Company
department or officer designated in the Stock Option Agreement;

          (b)   the Optionee shall pay the full Option Price at
the time of exercise, according to Section 2.6 above; and

          (c)   as soon as practicable after receipt of such
notice and payment, the Company shall direct BankAmerica's
transfer agent to register the shares of Common Stock in the name
of the Optionee.

     2.8  Cancellation of SARs.  The exercise of an ISO or NQSO
with respect to a share of Common Stock shall cancel any SAR
related to such share. 

     2.9  Cancellation and Regrant of Non-Qualified Stock
Options. With the consent of the Optionee of a NQSO, the
Committee in its sole discretion may cancel particular NQSOs, and
regrant to the same Optionee NQSOs to purchase the same or a
different number of shares of Common Stock.  The Committee shall
regrant NQSOs on such terms as it may determine in its sole
discretion, provided that the Option Price shall be not less than
the Fair Market Value of the Common Stock on the date of regrant.

     2.10  Retirement of Optionee at Age Sixty-Five or Later.
Upon retirement at age sixty-five or later, the Optionee (other
than an individual not employed by the Company at the date of
grant) shall become immediately entitled to purchase:

          (1)   all shares of Common Stock covered by Optionee's
NQSOs and,

          (2)   shares of Common Stock covered by Optionee's
ISOs subject to the rules set forth in the first sentence of
Section 2.5

without regard to whether the NQSOs or ISOs were fully
exercisable at the retirement date under the terms of the Stock
Option Agreements and the Plan.  The Optionee may purchase any or
all of the shares he or she is entitled to purchase at any time
or times during the period, if any, beginning on the date the
Option first becomes exercisable and ending on the first to occur
of the following dates:

          (a)  the end of the Option Period as provided in
Section 2.4 above;  

          (b)  in the case of ISOs, three months after the date
of the Optionee's retirement.

     2.11  Early Retirement of Optionee.  Upon retirement prior
to age sixty-five, the Optionee (other than an individual not
employed by the Company at the date of grant) may 

          (a)  exercise any Option to the extent such Option was
exercisable on the retirement date; or 

          (b)  within the sole discretion of the Committee,
become immediately entitled to purchase:

                (1) all shares of Common Stock covered by
Optionee's NQSOs and,

                (2) shares of Common Stock covered by
Optionee's ISOs subject to rules set forth in the first sentence
of Section 2.5 without regard to whether the NQSOs or ISOs were
fully exercisable at the retirement date under the terms of the
Stock Option Agreements and the Plan.  The Optionee may purchase
any or all of the shares he or she is entitled to purchase at any
time or times during the period, if any, beginning on the date
the Option first becomes exercisable and ending on the first to
occur of the following dates:

          (a)   the end of the Option Period as provided in
Section 2.4 above;

          (b)   in the case of ISOs, three months after the date
of the Optionee's early retirement; and 
     
          (c)   in the case of NQSOs, three years after the date
of the Optionee's early retirement.

     2.12  Termination on Leave of Absence or Extraordinary
Circumstances.  With respect to Optionees who were employed by
the Company on the date of grant, upon termination of the
Optionee's employment with the Company by reason of (a) leave of
absence treated as termination of employment pursuant to Section
6.3 or (b) extraordinary circumstances, as determined by the sole
discretion of the Committee, the Optionee may exercise any ISO or
NQSO to the extent such Option was exercisable on the date of
termination of employment at any time or times up to and
including the first to occur of the following dates:

          (i)   the end of the Option Period as provided in
Section 2.4 above; and

          (ii)  three months after the date of the Optionee's
termination. 

     2.13  Termination of Employment of Optionee.  With respect
to Optionees who were employed by the Company on the date of
grant, except as provided in Sections 2.4(e), 2.10, 2.11, 2.12
and 2.14, all ISOs and NQSOs shall become non-exercisable upon
termination of the Optionee's employment with the Company.
Termination of an Optionee's employment with the Company shall be
deemed to include a change in ownership of the Optionee's
employer such that the Optionee's employer ceases to be
BankAmerica or one of its Subsidiaries, PROVIDED, HOWEVER, that
at any time within thirty (30) days prior to such a change in
ownership, or within ninety (90) days after termination of the
Optionee's employment with the Company, within the sole
discretion of the Committee, the Optionee may become immediately
entitled to purchase:

                (1)  all shares of Common Stock covered by
Optionee's NQSOs and,

                (2)  shares of Common Stock covered by
Optionee's ISOs subject to the rules set forth in the first
sentence of Section 2.5 without regard to whether the NQSOs or
ISOs were fully exercisable immediately prior to termination
under the terms of the Stock Option Agreements and the Plan.

     2.14  Death of Optionee.  If any Optionee entitled to
exercise an ISO or NQSO

          (a)   terminates employment with the Company by reason
of death, or 

          (b)   dies after termination of employment with the
Company and during the Option Period, or 

          (c)   with respect to an individual who was not
employed by the Company at the date of grant, dies during the
Option Period

(A) the Optionee's estate and/or (B) a person who acquires the
right to exercise such Option by bequest or inheritance, may

          (a)   exercise such Option to the extent of the number
of shares of Common Stock which could have been purchased by the
Optionee on the date of death; or

          (b)   within the sole discretion of the Committee,
become immediately entitled to purchase:

                (1) all shares of Common Stock covered by
Optionee's NQSOs and,

                (2) shares of Common Stock covered by
Optionee's ISOs subject to the rules set forth in the first
sentence of Section 2.5 

without regard to whether the NQSOs or ISOs were fully
exercisable at the date of death under the terms of the Stock
Option Agreements and the Plan.  The shares covered by the
Options may be purchased at any time or times during the period,
if any, beginning on the date the Option first becomes
exercisable and ending on the first to occur of the following
dates:

          (a)   the end of the Option Period as provided in
Section 2.4 above; and

          (b)   three years following the date of the Optionee's
death. 

     2.15  Deferral of Option Gain.  The Committee may permit an
Optionee to elect to defer the receipt of the shares of Common
Stock upon exercise of an Option under such rules as the
Committee may determine in its sole discretion.  If such an
election is made, upon exercise of the Option, the Company shall
not direct BankAmerica's transfer agent to register the shares of
Common Stock in the name of the Optionee until the date
determined under the Committee's rules and the Participant's
election.

                           ARTICLE III
                    Performance Stock Options

     3.1  Grant of Performance Stock Options.  The Committee may,
from time to time and subject to the provisions of the Plan and
such other terms and conditions as the Committee may prescribe,
grant to any eligible employee or other individual Performance
Stock Options ("PSOs" or "Options") (as these terms are defined
in Section 1.3) to purchase, for cash and/or for already owned
shares of Common Stock, such number of shares of Common Stock as
the Committee shall determine.

     3.2  Stock Option Agreements.  The grant of a PSO shall be
evidenced by a written Stock Option Agreement in such form as the
Committee may from time to time determine in accordance with the
provisions of the Plan, executed by BankAmerica.  Each Stock
Option Agreement shall state the number of shares of Common Stock
subject to the Option, the Option Price, the Option Period, any
limitations on the Option, the restrictions on assigning and
transferring the Option described in Section 6.8, the manner of
payment for shares of Common Stock, and such other terms as the
Committee shall determine. 

     3.3  Option Price.  The purchase price per share of Common
Stock which the Optionee must deliver upon the exercise of a PSO
shall be fixed by the Committee, but shall not be less than 100%
of the Fair Market Value of a share of Common Stock on the date
the Option is granted.

     3.4  Option Period.  Each Option granted as a PSO shall
become exercisable in part or in full at such time or times as
the Committee may determine and specify in each Stock Option
Agreement; provided, however, that no PSO will be exercisable
before the date six months after the date the Option was granted,
nor after the first to occur of the following dates:

          (a)  ten years after the date the Option is granted;

          (b)  three years after the date of the Optionee's
retirement;

          (c)  three years after death of the Optionee; and

          (d)  except as provided in Sections 3.4(a) through
3.4(c) above, termination of the Optionee's employment with the
Company, unless the Committee, in its sole discretion, decides
otherwise, in which case the Committee shall have discretion both
(i) to accelerate the exercisability of any Option (held by an
Optionee who is not subject to Section 16) which would not
otherwise become exercisable by the termination of the Optionee's
employment under the terms of the relevant Stock Option
Agreement, and (ii) to extend the exercisability of any
exercisable Option (including an Option that became exercisable
pursuant to Section 3.4(d)(i), above) beyond the termination of
the Optionee's employment.

     3.5  Dividend Equivalent Credit.  A Dividend Equivalent
Credit ("DEC") is the amount credited to the account of an
Optionee (the "DEC Account") equal to a percentage designated by
the Committee in each Stock Option Agreement, of the dividends
per share paid by BankAmerica on its Common Stock. The Committee
shall maintain one DEC Account with respect to each outstanding
Stock Option Agreement for PSOs.  Amounts credited to the DEC
Account shall be measured in terms of shares of Common Stock (the
"Share Equivalents"), although the DEC Accounts shall be wholly
unfunded until the amounts credited are paid out pursuant to
Sections 3.8, 3.9 and 3.10 below.

     DECs shall be credited as of any date on which BankAmerica
pays dividends on its Common Stock.  DECs shall be credited in
the form of the number of Share Equivalents equal to

          (a)  the product of (i) the number of shares with
respect to which a DEC is being credited pursuant to Section 3.6
below, multiplied by (ii) the dollar amount of the dividends per
share paid on that date, all multiplied by (iii) the percentage
specified in the Stock Option Agreement 

                            DIVIDED BY

          (b)  the Fair Market Value of one share of Common Stock
on the date the related dividends are paid.

     Except as provided in Section 3.12, the balance in any DEC
Account shall be reduced to zero upon cancellation of the related
PSO(s).

     3.6  Granting of Dividend Equivalent Credits.  The Committee
shall, subject to the provisions of the Plan and such other terms
and conditions as the Committee may prescribe, grant the Optionee
one DEC with respect to (a) each share of Common Stock subject to
a PSO outstanding and unexercised as of the record date for the
related dividend whether or not such PSO is then exercisable
under the Plan and the Stock Option Agreement, and (b) each Share
Equivalent previously credited to the Optionee's DEC Account, as
those terms are defined in Section 3.5.  However, after the
Optionee's employment with the Company is terminated, no portion
of any dividend paid by BankAmerica on its Common Stock shall be
credited to the Optionee's DEC Account(s).

     3.7  Manner of Paying Option Price.  On exercise of each
PSO, the Option Price shall be paid as follows: (a) in cash, (b)
in already-owned shares of Common Stock, or (c) in some
combination of cash and shares, as specified in the Stock Option
Agreement or as otherwise permitted by the Committee. 
Already-owned shares of Common Stock must have been owned by the
Optionee at the time of exercise for at least the period of time specified
in the Stock Option Agreement, and shall be valued at their Fair
Market Value on the date of exercise.

     3.8  Exercise of Options.  The Committee shall establish,
and shall set forth in each Stock Option Agreement, the
procedures governing the exercise of a PSO.  In general, subject
to such specific provisions, a PSO shall be exercised as follows:

          (a)  the optionee shall deliver written notice that he
or she intends to exercise the Option to the Company department
or officer designated in the Stock Option Agreement;

          (b)  the Optionee shall pay the full Option Price at
the time of exercise, according to Section 3.7 above; and

          (c)  as soon as practicable after receipt of such
notice and payment, the Company shall

                (i)  direct BankAmerica's transfer agent to
register the shares of Common Stock in the name of the Optionee,
and

                (ii)  deliver to the Optionee all or that
portion of the related DEC Account which equals (A) the total DEC
Account, multiplied by (B) the quotient of (1) the number of PSOs
being exercised, divided by (2) the total number of PSOs then
outstanding under the Stock Option Agreement, 

all payable according to Section 3.10 below.

     3.9  Surrender of Performance Stock Options.  At any time
when (a) the Option Price of a PSO exceeds the Fair Market Value
of the Common Stock and (b) all PSOs granted pursuant to the same
Stock Option Agreement are fully exercisable, the Optionee may
surrender all but not less than all of his or her PSOs by
delivering written notice to the Company department or officer
designated in the Stock Option Agreement, without payment of the
Option Price.  As soon as practicable after receipt of such
notice, the Company shall deliver to the Optionee the greater of
the following:

          (a)  the "Net Underwater Amount," equal to (i) the
total DEC Account reduced by (ii) the difference between (A) the
aggregate Option Price of the PSOs surrendered, and (B) the
aggregate Fair Market Value on the date of surrender of the
Common Stock issuable or deliverable with respect to the PSOs
surrendered; and

          (b)  a percentage, determined by the Committee and
specified in the Stock Option Agreement, of the related DEC
Account.  Payments of the DEC Accounts shall be made according to
Section 3.10 below. 

     3.10  Payments from the DEC Account.  Amounts payable to the
Optionee from his or her DEC Account upon exercise of PSOs or the
related SARs or surrender of PSOs may be paid either (a) in
shares of Common Stock; (b) in cash; or (c) in some combination
of shares and cash, as determined by the Committee, PROVIDED THAT
at any time when the Option constitutes Stock Appreciation Rights
pursuant to Article IV of the Plan, (i) if the Optionee exercises
the SAR or surrenders the related PSO during the Window Period
described in Section 4.5(a), the DEC Account shall be paid out in
cash and valued as provided in Section 4.5(b), and (ii) if the
Optionee exercises the SAR or surrenders the related PSO at any
time outside that Window Period, the DEC Account shall be paid
out in shares of Common Stock and valued as provided in Section
4.5(c).

     3.11  Cancellation of SARs.  The exercise of a PSO with
respect to a share of Common Stock shall cancel any SAR related
to such share.

     3.12  Cancellation and Regrant of Performance Stock Options.
With the consent of the holder of a Performance Stock Option, the
Committee in its sole discretion may cancel particular PSOs, and
regrant to the same Optionee PSOs to purchase the same or a
different number of shares of Common Stock.  The Committee shall
regrant PSOs on such terms as it may determine in its sole
discretion, provided (a) that the Option Price shall not be less
than the Fair Market Value of the Common Stock on the date of
regrant, and (b) that the DEC Account shall not thereby become
payable in whole or in part to the Optionee.  The Committee may,
in its sole discretion, provide that some or all of the DEC
Account maintained with respect to the PSOs cancelled may be
immediately credited to the PSOs which are regranted.

     3.13  Retirement of Optionee at Age Sixty-Five or Later.  
Upon retirement at age sixty-five or later, the Optionee (other
than an individual not employed by the Company at the date of
grant) shall become immediately entitled to purchase all shares
of Common Stock covered by the PSO without regard to whether the
Option was fully exercisable at the retirement date under the
terms of the Plan and the Stock Option Agreement.  The Optionee
may purchase any or all of the shares he or she is entitled to
purchase at any time or times up to and including the first to
occur of the following dates:

          (a)  the end of the Option Period as provided in
Section 3.4 above; and

          (b)  three years after the Optionee's retirement.

     3.14  Early Retirement of Optionee.  Upon early retirement
prior to age sixty-five, the Optionee (other than an individual
not employed by the Company at the date of grant) may

          (a)  exercise any Option to the extent such Option was
exercisable on the retirement date; or

          (b)  within the sole discretion of the Committee,
become immediately entitled to purchase all shares of Common
Stock covered by the Option without regard to whether the PSO was
fully exercisable at the retirement date under the terms of the
Plan and the Stock Option Agreement.

The Optionee may purchase any or all of the shares he or she is
entitled to purchase at any time or times up to and including the
first to occur of the following dates:

          (a)  the end of the Option Period as provided in
Section 3.4 above; and

          (b)  three years after the date of the Optionee's early
retirement. 

     3.15  Termination on Leave of Absence or Extraordinary
Circumstances.  With respect to Optionees who were employed by
the Company on the date of grant, upon termination of the
Optionee's employment with the Company by reason of (a) leave of
absence treated as termination of employment pursuant to Section
6.3 or (b) extraordinary circumstances, as determined in the sole
discretion of the Committee, the Optionee may exercise any Option
to the extent such Option was exercisable on the date of
termination of employment at any time or times up to and
including the first to occur of the following dates:

          (a)  the end of the Option Period as provided in
Section 3.4 above; and

          (b)  three months after the date of the Optionee's
termination. 

     3.16  Termination of Employment of Optionee.  With respect
to Optionees who were employed by the Company at the date of
grant, except as provided in Sections 3.4(d), 3.13, 3.14, 3.15
and 3.17, all Options shall become non-exercisable upon
termination of the Optionee's employment with the Company.
Termination of an Optionee's employment with the Company shall be
deemed to include a change in ownership of the Optionee's
employer such that the Optionee's employer ceases to be
BankAmerica or one of its Subsidiaries, PROVIDED, HOWEVER, that
at any time within thirty (30) days prior to such a change in
ownership or within ninety (90) days after termination of the
Optionee's employment with the Company, within the sole
discretion of the Committee, the Optionee may become immediately
entitled to purchase all shares of Common Stock covered by the
Option without regard to whether the Option would be fully
exercisable at the effective date of the change in ownership
under the terms of the Plan and the Stock Option Agreement.

     3.17  Death of Optionee.  If an Optionee entitled to
exercise a PSO

          (a)  terminates employment with the Company by reason
of death, or

          (b)  dies after termination of employment with the
Company and during the Option Period, or

          (c)  with respect to an individual who was not employed
by the Company on the date of grant, dies during the Option
Period,

(A) the Optionee's estate and/or (B) a person who acquires the
right to exercise such Option by bequest or inheritance, may

          (a)  exercise such Option to the extent of the number
of shares of Common Stock which could have been purchased by the
Optionee on the date of death; or

          (b)  within the sole discretion of the Committee,
become immediately entitled to purchase all shares of Common
Stock covered by the Option without regard to whether the Option
was fully exercisable at the date of death under the terms of the
Plan and the Stock Option Agreement at any time or times up to
and including the first to occur of the following dates:

                (a)  the end of the Option Period as provided in
Section 3.4 above; and

                (b)  three years following the date of the
Optionee's death. 

                            ARTICLE IV
                    Stock Appreciation Rights

     4.1  Grant of Stock Appreciation Rights.  The Committee may
in its sole discretion grant Stock Appreciation Rights ("SARs")
in tandem with Options.  The Committee may also grant Options
without SARs.

     Except as provided in Section 4.5(c) below, an SAR shall
represent the right to receive payment (the "SAR Value") equal to
the amount, if any, by which (a) the Fair Market Value of one
share of Common Stock on the date of exercise of the SAR exceeds
(b) the Option Price of one share of Common Stock which is
subject to the SAR's related Option.

     The Committee shall not grant an SAR with respect to an ISO
unless, pursuant to applicable law and rules and regulations of
the Internal Revenue Service, the SAR may be attached to the ISO
without causing the ISO to fail to meet the requirements of
Section 422A of the Internal Revenue Code. 

     4.2  Agreements Evidencing SARs.  SARs granted under the
Plan shall be included in the written Stock Option Agreement
between BankAmerica and the Optionee.

     4.3  Exercise of SARs.  An Optionee who has been granted
SARs may, from time to time, elect to exercise one or more SARs
and thereby become entitled to receive payment in the amount and
from and within the time determined pursuant to Sections 2.4 and
3.4.  An SAR shall be exercisable only to the same extent and
subject to the same conditions as the Option related thereto is
exercisable.  The Committee may, in its discretion, prescribe
additional conditions on the exercise of any SAR.

     4.4  Amount of Payment.  Upon the exercise of each SAR, the
Optionee shall be entitled to receive

          (a)  payment of the amount represented by the SAR,
together with

          (b)  all or that portion of the DEC Account which
equals the product of (i) the total DEC Account, multiplied by
(ii) the quotient of (A) the number of SARs being exercised,
divided by (B) the total number of related PSOs then outstanding
under the related Option.

     4.5  Form and Timing of Payment.  (a) Exercise of SARs for
Cash or Common Stock.  SARs exercised during the Window Period
described below shall be payable only in cash, and SARs exercised
outside the Window Period shall be payable only in shares of
Common Stock.  A "Window Period" is a period (i) beginning on the
third business day following the date of public release of
BankAmerica's quarterly and annual summary statements of revenues
and earnings and (ii) ending on the twelfth business day
following such date.

          (b)  Amount of Cash Payable on Exercise of SARs.  When
SARs are exercised during the Window Period, the Optionee shall
receive a cash amount equal to (i) the number of SARs exercised
multiplied by (ii) the difference between (A) the highest Fair
Market Value of one share of Common Stock as of any day during
the Window Period, and (B) the Option Price specified for the
related Option.

          (c)  Number of Shares Issuable or Deliverable on
Exercise of SARs.  When SARs are exercised outside the Window
Period, the Optionee shall receive the number of whole shares of
Common Stock equal to (i) the aggregate SAR Value (as defined in
Section 4.1) of the SARs exercised divided by (ii) the Fair
Market Value (as defined in Section 1.3) on the date of exercise.
The Company shall deliver cash in lieu of fractional shares. 

     4.6  Cancellation of Related Options.  The exercise of an
SAR shall cancel any NQSO or PSO to which it relates, to the
extent of the exercise.  Any exercise of an SAR with respect to
an ISO must be made in accordance with Section 4.1.

     4.7  Termination of Employment of Optionee.  Except as
provided in Section 4.8 below, in the event that the holder of an
SAR ceases to be employed with the Company for any reason, his or
her SAR shall be exercisable only to the same extent and upon the
same conditions that the Option related thereto is exercisable
only until the sooner of (a) six months after the date he or she
ceases to be an officer or director as defined in Section 16, and
(b) the end of the Option Period of the related Options.

     4.8  Death of Optionee.  In the event that the holder of an
SAR dies, his or her SAR shall terminate, and only the related
Option shall be exercisable, pursuant to Sections 2.14 and 3.17.

                            ARTICLE V
                         Restricted Stock

     5.1  Introduction.  BankAmerica has outstanding shares of
restricted stock granted under the BankAmerica Corporation
Restricted Stock Bonus Plan (the "Bonus Plan") and the MISP.
Restricted stock already granted under the Bonus Plan and the
MISP will continue to be held under the terms of those plans,
except as provided in Section 1.7 of this Plan.  Only grants of
Restricted Stock made on or after the effective date of this new
Plan shall be governed by the terms of this Article V.

     5.2  Award of Restricted Stock.  The Committee may, from
time to time and subject to the provisions of the Plan and such
other terms and conditions as the Committee may prescribe, award
shares of Common Stock to be held under the restrictions set
forth in this Article to any eligible employee or other
individual.  If an eligible employee has been employed less than
six months, any award shall only be made from Common Stock which
is held as treasury stock by BankAmerica.  BankAmerica shall
issue or deliver shares of registered Restricted Stock awarded
hereunder in the name of the employee or other individual
concerned (the "Restricted Stockholder").

     5.3  Minimum Restrictions on Disposition of Stock Awards.
With respect to a Restricted Stockholder who was employed by the
Company on the date of grant, the Restricted Stockholder may not,
under any circumstances, voluntarily dispose of any of the
Restricted Stock prior to the first to occur of the following
events: 

          (a)  the date on which the Restricted Stockholder
completes the period of continuous service with the Company
following the award date specified by the Committee for such
award;

          (b)  delivery of the Restricted Stock to the Restricted
Stockholder following a Committee determination pursuant to
Section 6.6 hereof in connection with a Change in Control;


          (c)  the Restricted Stockholder's retirement or death;
or 

          (d)  delivery of the Restricted Stock to the Restricted
Stockholder following his or her termination of employment prior
to retirement or death.

With respect to any other individual, the Restricted Stockholder
may not, under any circumstances, voluntarily dispose of any of
the Restricted Stock prior to the first to occur of the following
events:

          (a)  the date on which the individual satisfies the
conditions specified in the grant;

          (b)  the Restricted Stockholder's death.

The limitations in this Section 5.3 will hereinafter be referred
to as the "minimum restrictions."

     5.4  Optional Restrictions.  In addition to the minimum
restrictions, the Committee may impose additional restrictions
("optional restrictions") upon the Restricted Stockholder's
voluntary disposition and release from escrow of the Restricted
Stock, either at the time the Committee makes an award of such
Restricted Stock or at any subsequent time before the minimum
restrictions expire.  The Committee may impose optional
restrictions (such as, without limitation, permitting such
disposition and release only in installments over a period of
years) as it may deem in the best interests of the Restricted
Stockholder, or in the case of the Restricted Stockholder's
death, of the heirs or legatees who become entitled to such
Restricted Stock by the applicable laws of inheritance or under
the terms of the Restricted Stockholder's will. 

     5.5  Termination of Employment of Restricted Stockholder for
Gross Misconduct.  If a Restricted Stockholder's services are
terminated for cause for gross misconduct, all shares awarded to
any Restricted Stockholder under this Plan shall be forfeited,
and the Committee shall direct such shares to be transferred and
delivered to BankAmerica.  Gross misconduct includes, but is not
limited to, acts of dishonesty, such as theft, embezzlement, and
falsification of the Company's records with intent to deceive;
breach of trust; knowing violation of rules established by the
Company; and any crime determined by the Company to result in
termination of employment.

     5.6  Termination of Employment of Restricted Stockholder not
Involving Gross Misconduct.

          (a)  Should a Restricted Stockholder who was employed
by the Company at the date of grant terminate his or her
employment with the Company prior to (i) the date on which he or
she completes the period of continuous service for the Company
following the award date specified by the Committee for such
award, or (ii) his or her death or retirement: or

          (b)  Should the Company terminate his or her employment
for any reason other than for a cause set forth in Section 5.5
above, 

BankAmerica shall reacquire all the Restricted Stock without the
payment of consideration in any form to such Restricted
Stockholder and the Restricted Stockholder shall unconditionally
forfeit any right, title or interest to such Restricted Stock,
unless the Committee, within 90 days of such termination,
determines in its sole discretion to permit the Restricted
Stockholder to retain all or any part of the Restricted Stock.
Upon direction of the Committee, all forfeited Restricted Stock
shall be transferred and delivered to BankAmerica.  Termination
of a Restricted Stockholder's employment with the Company shall
be deemed to include a change in ownership of the Restricted
Stockholder's employer such that the Restricted Stockholder's
employer ceases to be BankAmerica or one of its Subsidiaries.

     5.7  Escrow.  In order to administer the restrictions set
forth in Sections 5.3, 5.4, 5.5 and 5.6 above, the certificates
evidencing Restricted Stock, although issued in the name of the
Restricted Stockholder, shall be held by Bank of America National
Trust and Savings Association (the "Bank") in escrow subject to
delivery to the Restricted Stockholder or to BankAmerica at such
times and in such amounts as the Committee shall direct under the
terms of this Plan.  When an employee or other individual accepts
an award of Restricted Stock pursuant to the Plan, he or she
thereby grants an irrevocable power of attorney to the Bank to
cause the transfer and delivery to BankAmerica of any of such
Restricted Stock which the Committee shall direct to be so
transferred and delivered pursuant to Sections 5.5 and 5.6 above.

     5.8  Dividends on Restricted Stock.  Even while the
Restricted Stock is held in escrow, all dividends BankAmerica
pays on the Restricted Stock shall be delivered directly to the
Restricted Stockholder, not the escrow account. 

     5.9  Voting Rights.  Even while the Restricted Stock is held
in escrow, the Restricted Stockholder shall have the same voting
rights with respect to the Restricted Stock as those provided to
other shareholders of Common Stock. 

                            ARTICLE VI
                          Miscellaneous

     6.1  Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, or otherwise
delivered by hand or messenger, addressed

          (a) if to the Company, at 

                    BankAmerica Corporation 
                    555 California Street
                    San Francisco, CA 94104 

                         Attn: c/o Bank of America NT&SA
                         Executive Product Services #3005
                         Corporate Human Resources

          (b) if to the Optionee, at the last address shown on
the Company's personnel records, or

          (c) to such address as either the Company or the
Optionee shall later designate by notice to the other.

     6.2  Amendments of Plan.  The Board may, at any time and
from time to time, modify, amend, suspend or terminate the Plan
in any respect.  Notwithstanding the above, however, any
modification, amendment, suspension or termination of the Plan
shall not affect an Optionee's or Restricted Stockholder's rights
to a grant or award previously made, except as provided in
Section 1.8(a), or except with his or her consent.

     6.3  Leaves of Absence.  The Committee shall be entitled to
make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence
from the Company taken by the recipient of any grant or award
under the Plan.  Without limiting the generality of the
foregoing, the Committee shall be entitled to determine (a)
whether or not any such leave of absence shall be treated as a
termination of employment with the Company within the meaning of
the Plan and (b) the impact, if any, of any such leave of absence
on grants and awards under the Plan.

     6.4  Dilution and Other Adjustments.  In the event of any
change in the outstanding Common Stock by reason of a stock
dividend or stock split, recapitalization, merger, consolidation,
exchange of shares or other similar corporate change, then the
Committee may appropriately adjust the aggregate number of shares
of Common Stock which is available for issuance or delivery under
the Plan (as set forth in Section 1.7), the number of shares of
Common Stock subject to Options and SARs granted under the Plan,
the number of Share Equivalents credited to DEC Accounts pursuant
to Section 3.5, the Option Price of Options granted under the
Plan, the number of shares of Restricted Stock held in escrow
pursuant to Section 5.7, and any and all other matters deemed
appropriate by the Committee.

     6.5  General Restriction.  Each grant and award under the
Plan shall be subject to the requirement that, if at any time the
Committee shall determine that (a) the listing, registration or
qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or
federal law, (b) the consent or approval of any government
regulatory body, or (c) an agreement by the recipient of a grant
or award with respect to the disposition of shares of Common
Stock, is necessary or desirable as a condition of, or in
connection with, the making of a grant or award or the issue,
delivery or purchase of shares of Common Stock thereunder, then
such grant or award shall not be consummated in whole or in part
unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free
of any conditions not acceptable to the Committee. 

     6.6  Change in Control.  If BankAmerica undergoes a Change
in Control (as defined in Section 1.3(c)), the following shall
apply:


          (a)(i) All outstanding Options and related SARs shall
be immediately exercisable in full; (ii) all DEC Accounts related
to any PSOs shall be paid in full as soon as practicable
following the Change in Control; and (iii) all Restricted Stock
shall be immediately released free from all restrictions and
shall be delivered to the Restricted Stockholder as soon as
practicable following the Change in Control.

          (b)  Except as provided in the following sentence, in
the event an employee terminates employment with the Company
following a Change in Control, his or her Options and related
SARs shall remain exercisable for a period of three years
following termination of employment, not to exceed the original
term of the Option or related SAR.  The preceding sentence shall
not apply to an incentive stock option unless the option
agreement gives the Committee discretion to permit the incentive
stock option to remain exercisable following termination of the
optionholder's employment, in which case the incentive stock
option shall be exercisable for three months following
termination of employment without further Committee action.

          (c)  [intentionally left blank]

          (d)  The Company shall have the right to deduct from
any settlement of any Option, SAR or Restricted Stock an amount
sufficient to cover withholding required by law for any federal,
state or local taxes, of to take such other action as may be
necessary to satisfy any such withholding obligation.

     6.7  Withholding Taxes.  Whenever the Company proposes to
deliver shares of Common Stock under the Plan, the Company shall
have the right to require the individual who is to receive the
shares to remit to the Company, prior to the delivery of any
certificate or certificates for such shares, an amount sufficient
to satisfy any federal, state and/or local withholding tax
requirements.  Whenever, under the Plan, payments are to be made
in cash, such payments shall be net of an amount sufficient to
satisfy any federal, state and/or local withholding tax
requirements.

     6.8  Non-Assignability.  No Optionee or Restricted
Stockholder shall have the right to alienate, assign, encumber,
hypothecate or pledge his or her interest in any award under the
Plan, voluntarily or involuntarily, and any attempt to so dispose
of any such interest prior to payment thereof shall be void.
Notwithstanding the preceding sentence, the Company shall have
the right to offset from any unpaid or deferred award any amounts
due and owing from the Optionee or Restricted Stockholder to the
extent permitted by law. 

     6.9  No Right to Employment.  Nothing in the Plan nor in any
agreement entered into pursuant to the Plan shall confer upon any
Optionee or Restricted Stockholder the right to continue in the
employment of the Company, nor affect any right which the Company
may have to terminate the employment of such person. 

     6.10  Rights as Shareholder.  No Optionee shall have rights
as a shareholder with respect to shares of Common Stock awarded
to him or her unless and until the certificates for such shares
are delivered to him or her.  Restricted Stockholders have full
voting rights with respect to Restricted Stock, as outlined in
Section 5.9 hereof.
 
     6.11  Entire Plan.  This document is a complete statement of
the Plan.  As of its effective date this document supersedes all
prior plans, representations and proposals, written or oral,
relating to its subject matter, except as otherwise provided in
Section 1.7 hereof.  The Company shall not be bound by or liable
to any person for any representation, promise or inducement made
by any employee or agent of it which is not embodied in this
document. 
     
     6.12  Governing Law.  The Plan shall be construed and
enforced in accordance with California law.

     The resolution amending Sections 1.3(c) and 6.6 provided
that no modification, suspension, amendment or termination of the
Plan may be made which would adversely affect the rights of any
employee or former employee under the amendment with respect to
any stock option, stock appreciation right, restricted stock unit
or other stock based award granted under the Plan prior to the
date of such modification, suspension, amendment or termination.


BA 

TAKE OWNERSHIP!

THE BANKAMERICA GLOBAL 
STOCK OPTION PROGRAM

     As adopted August 5, 1996 and
     amended through May 18, 1998




     TAKE OWNERSHIP!
     THE BANKAMERICA GLOBAL STOCK OPTION PROGRAM

     TABLE OF CONTENTS
     PAGE


ARTICLE I      1
1.1  BACKGROUND OF PLAN  1
1.2  PURPOSE OF THE PLAN 1
1.3  DEFINITIONS    1
1.4  EFFECTIVE DATE AND TERM OF PLAN    4

ARTICLE II     6
2.1  AWARD OF OPTIONS    6
2.2  ELIGIBLE EMPLOYEES  6
2.3  NUMBER OF OPTION SHARES AWARDED    6
2.4  OPTION PROVISIONS   6
2.5  EXERCISE AFTER TERMINATION OF EMPLOYMENT OTHER THAN
RETIREMENT OR DEATH 8
2.6  EXERCISE AFTER RETIREMENT OR DEATH 9
2.7  TERMINATION INVOLVING GROSS MISCONDUCT  9
2.8  OPTION STATEMENTS   9
2.9  EXERCISE OF OPTION  9

ARTICLE III    11
3.1  APPLICABILITY  11
3.2  SCHEDULE OF COUNTRIES WHERE AWARDS ARE FEASIBLE   11
3.3  TERMS OF OPTION AND SAR  11
3.4  STOCK APPRECIATION RIGHTS     11
3.5  SPECIAL TERMS  11
3.6  NO ACQUIRED RIGHTS  12

ARTICLE IV     13
4.1  SOURCE OF SHARES    13
4.2  DILUTION AND OTHER ADJUSTMENTS     13
4.3  GENERAL RESTRICTION 13
4.4  RIGHTS AS SHAREHOLDER    13

ARTICLE V 15
5.1  AMENDMENTS OF PLAN  15
5.2  PLAN ADMINISTRATOR  15
5.3  WITHHOLDING TAXES   15
5.4  NON-ASSIGNABILITY   15
5.5  NO RIGHT TO EMPLOYMENT   15
5.6  ENTIRE PLAN    15
5.7  GOVERNING LAW  16



     TAKE OWNERSHIP!
     THE BANKAMERICA GLOBAL STOCK OPTION PROGRAM

     ARTICLE I

     GENERAL

     1.1  BACKGROUND OF PLAN.  BankAmerica Corporation
("BankAmerica") hereby establishes Take Ownership!  The
BankAmerica Global Stock Option Program (the "Plan").  The Plan
provides for the grant of stock options on BankAmerica's Common
Stock, and for the grant of stock appreciation rights in certain
countries, to Eligible Employees of the Company, as such terms
are defined below.

     1.2  PURPOSE OF THE PLAN.  The purpose of the Plan is to
provide Eligible Employees of the Company with a contingent
financial incentive based on BankAmerica's Common Stock in order
to create a culture of ownership and excellence among all
Employees, to focus Employee attention on the price of the Common
Stock in order to increase teamwork and customer service, to
recognize the contributions of Employees to BankAmerica's
performance, and as an aid in attracting and retaining quality
Employees.

     1.3  DEFINITIONS.  The following terms, when written with
initial capital letters, will have the meanings stated below.
Unless the context plainly indicates otherwise, words in any
gender include the other genders and the singular includes the
plural and vice versa:

          (a)  AWARD means a grant of an Option or SAR under the
Plan.

          (b)  BANKAMERICA means BankAmerica Corporation, a
Delaware corporation.

          (c)  BOARD means the Board of Directors of BankAmerica.

          (d)  CHANGE IN CONTROL means that one of the following
events has occurred:

               (i)  The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
BankAmerica (the "Outstanding BankAmerica Common Stock") or
(ii)the combined voting power of the then outstanding voting
securities of BankAmerica entitled to vote generally in the
election of directors (the "Outstanding BankAmerica Voting
Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a
Change of Control:  (A) any acquisition directly from BankAmerica
(B) any acquisition by BankAmerica, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or (D) any acquisition by any corporation pursuant
to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) below.

               (ii)  Individuals who, as of August 5, 1996,
constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
August 5, 1996 whose election, or nomination for election by
BankAmerica's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board.

               (iii)  Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of BankAmerica or its principal
Subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination,  (A) all or substantially
all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding BankAmerica Common Stock
and Outstanding BankAmerica Voting Securities immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 70% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns BankAmerica or all or substantially all of BankAmerica's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be,  (provided, however, that, for
the purposes of this clause (A), any shares of common stock or
voting securities of such resulting corporation received by such
beneficial owners in such Business Combination other than as the
result of such beneficial owners' ownership of Outstanding
BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall
not be considered to be owned by such beneficial owners for the
purposes of calculating their percentage of ownership of the
outstanding common stock and voting power of the resulting
corporation), (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation unless such
Person owned 20% or more of the Outstanding BankAmerica Common
Stock or Outstanding BankAmerica Voting Securities immediately
prior to the Business Combination and (C) at least a majority of
the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board (or, in the case of BankAmerica's principal
Subsidiary, the corresponding board of directors) at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.

               (iv) Approval by the shareholders of BankAmerica
of a complete liquidation or dissolution of BankAmerica.

          (e)  COMMON STOCK means shares of BankAmerica's common
stock, $1.5625 par value per share.


          (f)  COMPANY means BankAmerica and its Subsidiaries,
collectively.

          (g)  ELIGIBLE EMPLOYEE means an Employee described in
Section 2.2.

          (h)  EMPLOYEE means a common law employee of the
Company who is treated as an employee in the personnel records of
the Company.  Individuals who are leased from a third party or
who are independent contractors are not Employees.

          (i)  EXECUTIVE OFFICER means an officer of BankAmerica
designated by the Board as an Executive Officer for purposes of
the Securities and Exchange Commission reporting and proxy
regulations.

          (j)  The FAIR MARKET VALUE of a share of Common Stock
on any date means the average of the high and low sales prices of
a share of Common Stock as reflected in the report of
consolidated trading of New York Stock Exchange listed securities
for that day (or, if no shares were publicly traded on that day,
the immediately preceding day that shares were so traded)
published in The Wall Street Journal or in any other publication
selected by the Plan Administrator; provided, however, that if
Common Stock prices are misquoted or omitted by the selected
publication(s), the Plan Administrator shall directly solicit
this information from officials of the stock exchanges or from
other informed independent market sources.  If shares of Common
Stock shall not have been publicly traded for more than ten days
immediately preceding such date, then the fair market value of a
share of Common Stock shall be determined by the Plan
Administrator in such manner as he or she may deem appropriate.

          (k)  GRANT DATE means the date selected by the Chief
Executive Officer of BankAmerica from time to time.

          (1)  OPTION means an option to purchase shares of the
Common Stock as described in Article II of the Plan.

          (m)  PARTICIPANT means an Employee or former Employee
who holds an Option or SAR or the legal representative or estate
of an incapacitated or deceased individual who was a Participant
at the time of incapacity or death.

          (n)  PLAN means Take Ownership!  The BankAmerica Global
Stock Option Program, as set forth herein and as amended from
time to time.

          (o)  PLAN ADMINISTRATOR means the Personnel Relations
Officer of BankAmerica.

          (p)  PLAN BROCHURE means the brochure approved by the
Plan Administrator describing the Plan.

          (q)  RETIREMENT means an Employee's termination of
employment with the Company at age 55 or later under the
applicable retirement policy of the Company.

          (r)  SAR means a stock appreciation right with respect
to shares of the Common Stock as described in Article III of the
Plan.

          (s)  SERVICE CENTER means the BankAmerica Employee
Stock Option Plan Service Center, which is a department or
Subsidiary of the Company or a third party designated by the Plan
Administrator to provide day-to-day administrative and brokerage
services for the Plan.

          (t)  SUBSIDIARY means any corporation of which
BankAmerica owns, directly or indirectly, eighty percent or more
of the voting stock.  Solely for purposes of determining when an
Employee's employment with the Company ends, Subsidiary shall
also include any corporation of which BankAmerica owns, directly
or indirectly, twenty percent or more of the voting stock.

          (u)  UNITED STATES means the 50 states, Guam, Puerto
Rico and the Virgin Islands.

     1.4  EFFECTIVE DATE AND TERM OF PLAN.  The Plan shall become
effective on October 1, 1996 and Awards may be granted to
Eligible Employees on and after that date.  Unless the Board
shall approve an extension or renewal of the Plan for such
additional term as it may determine, no Awards shall be granted
after September 30, 1999.  However, all Awards granted under the
Plan prior to such date shall remain in effect until such Awards
shall have been satisfied, terminated, or paid out, or expire, in
accordance with the Plan and the terms of such Awards.



     ARTICLE II

     AWARD OF OPTIONS

     2.1  AWARD OF OPTIONS ON GRANT DATE.  Each Eligible Employee
shall be awarded an Option on each Grant Date, subject to the
provisions of the Plan and such other terms and conditions as the
Plan Administrator may determine, to purchase the number of
shares of Common Stock determined under Section 2.3.

     2.2  ELIGIBLE EMPLOYEES.  Each Employee employed by the
Company on a Grant Date who meets all of the following
requirements shall be an Eligible Employee:

          (a)  The Employee is based within the United States.

          (b)  The Employee has satisfied the minimum service
requirement specified by the Plan Administrator.

          (c)  The Employee is not an Executive Officer.

          (d)  The Employee is not employed within a unit,
division or subsidiary of the Company or is in a group or class
of Employees which the Chief Executive Officer of BankAmerica has
determined to be ineligible for the Plan.

     2.3  NUMBER OF OPTION SHARES AWARDED.  The Chief Executive
Officer of BankAmerica shall determine, for each Grant Date, the
number of shares of Common Stock which may be purchased under the
Option granted to each Eligible Employee.  The Chief Executive
Officer of BankAmerica may make such determination based on the
impact level or grade of the Eligible Employee, or based on such
other factors as he or she deems appropriate.  If an Eligible
Employee has not been assigned a formal impact level or grade,
the Plan Administrator shall determine an appropriate level or
grade applicable to the Employee for purposes of the Plan.

     2.4  OPTION PROVISIONS.  The following provisions shall
apply to each Option:

          (a)  OPTION PRICE.  The purchase price per share of
Common Stock that must be delivered to BankAmerica upon the
exercise of an Option shall be 100 percent of the Fair Market
Value of a share of Common Stock on the Grant Date of the Option.

          (b)  EXPIRATION DATE OF OPTION.  Each Option shall
expire on the fifth anniversary of the Grant Date of the Option,
or, in the event of the Participant's termination of employment,
Retirement or death, such earlier date specified in Section 2.5,
2.6 or 2.7.  The Company, the Plan Administrator and the Service
Center shall have no obligation to notify a Participant or his or
her estate or legal representative of the expiration of an
Option.

          (c)  WHEN OPTION BECOMES EXERCISABLE.  Each Option
granted to an Employee shall become exercisable as follows:

               (i)  One-third of the shares subject to the Option
shall become exercisable on the first anniversary of the Grant
Date for the Option, provided the Employee remains in continuous
employment with the Company until that date.

               (ii)  An additional one-third of the shares
subject to the Option shall become exercisable on the second
anniversary of the Grant Date for the Option, provided the
Employee remains in continuous employment with the Company until
that date.

               (iii)  The remaining shares subject to the Option
shall become exercisable on the third anniversary of the Grant
Date for the Option, provided the Employee remains in continuous
employment with the Company until that date.

The Plan Administrator shall determine the rounding rules
applicable under this section.

          (d)  OPTION EXERCISABLE IN FULL UPON RETIREMENT, DEATH
OR MEDICAL SEPARATION.  Each Option granted to an Employee shall
become exercisable in full upon the occurrence of any of the
following events, provided the Option was granted 180 days or
more prior to the occurrence of the event:

               (i)  The Employee's Retirement.

               (ii)  The Employee's death.

               (iii)  The Employee's employment with the Company
ends following the expiration of an extended medical absence
under the medical separation policy of the Company.

          (e)  OPTION EXERCISABLE IN PART UPON TERMINATION DUE TO
WORKFORCE REDUCTION, REALIGNMENT OR SIMILAR MEASURE OR
DIVESTITURE.  Each Option granted to an Employee shall become
exercisable to the extent provided below upon the occurrence of
any of the following events, provided the Option was granted 180
days or more prior to the occurrence of the event:

               (i)  The Employee's employment with the Company
ends as a result of a workforce reduction, realignment or similar
measure and the Employee either: (A) receives severance pay under
the Employee Transition Program (or any successor program) upon
termination of employment, or (B) is determined by the Employee's
employer to have been affected by such a measure and receives
benefits upon termination of employment similar to benefits under
the Employee Transition Program and executes a release acceptable
to the Company. Upon termination of an Employee's employment
under the circumstances described in the preceding sentence, each
Option shall become exercisable under the more favorable
alternative to the Employee:  (A) to the extent the Option would
have become exercisable during the period for which the Employee
receives severance pay (calculated as if the employee elected
biweekly payments) had the Employee's employment continued during
such period, or (B) to the extent the Option would have become
exercisable on the May 19 or November 18 after employment ends,
whichever first occurs, had the Employee's employment continued
until such date.

               (ii)  The Employee's employment with the Company
ends as a result of a sale of assets of the Company or the stock
of a subsidiary owned by the Company, provided that the Employee
is notified in writing by an authorized officer of the Company
that the termination is as a result of such sale. Upon
termination of an Employee's employment under the circumstances
described in the preceding sentence, each Option shall become
exercisable to the extent the Option would have become
exercisable on the May 19 or November 18 after employment ends,
whichever first occurs, had the Employee's employment continued
until such date.

               (iii)  The Employee's employment with the Company
ends on or after November 18, 1997 as a result of a workforce
reduction, realignment or similar measure and the employee is not
eligible to receive severance pay, provided that the Employee is
notified in writing by an authorized officer of the Company that
the termination is as a result of such action. Upon termination
of an Employee's employment under the circumstances described in
the preceding sentence, each Option shall become exercisable to
the extent the Option would become exercisable on the May 19 or
November 18 after employment ends, whichever first occurs, had
the Employee's employment continued until such date.

          (f)  OPTION EXERCISABLE IN FULL UPON CHANGE IN CONTROL.
Each Option granted to an Employee shall become exercisable in
full upon the occurrence of a Change in Control.  Notwithstanding
the preceding sentence, this Section 2.4(f) shall not apply, with
respect to the consummation of the merger between BankAmerica and
NationsBank (DE) pursuant to the Agreement and Plan of
Reorganization, dated as of April 10, 1998, between BankAmerica
and NationsBank Corporation, to any Award made on or after March
27, 1998.

     2.5  EXERCISE AFTER TERMINATION OF EMPLOYMENT OTHER THAN
RETIREMENT OR DEATH.  Upon termination of an Employee's
employment with the Company for any reason, other than
termination on account of Retirement, death, or gross misconduct,
each Option which is then exercisable shall remain exercisable
for a period of 90 calendar days following the last day of
employment, but not to exceed the fifth anniversary of the Grant
Date of the Option.  The Option shall be cancelled immediately
upon the expiration of such period.  Termination of employment is
also deemed to occur upon a change in ownership of the
Participant's employer such that the Participant's employer
ceases to be BankAmerica or one of its Subsidiaries.

     2.6  EXERCISE AFTER RETIREMENT OR DEATH.  Upon an Employee's
Retirement or death, each Option shall remain exercisable for a
period of one year following the date of the Employee's
Retirement or death, but not to exceed the fifth anniversary of
the Grant Date of the Option.  The Option shall be cancelled
immediately upon the expiration of such period.

     2.7  TERMINATION INVOLVING GROSS MISCONDUCT.  If an Employee
is terminated for cause for gross misconduct, each Option granted
to such Employee shall be immediately cancelled upon such
termination of employment.  Gross misconduct includes, but is not
limited to, acts of dishonesty, such as theft, embezzlement, and
falsification of the Company's records with intent to deceive;
breach of trust; knowing violation of rules established by the
Company; and any crime determined by the Company to result in
termination of employment.

     2.8  OPTION STATEMENTS.  Each grant of an Option shall be
evidenced by a written Option Statement in such form as the Plan
Administrator may from time to time determine.  Each Option
Statement shall specify the number of shares of Common Stock
subject to the Option, the Option price and such other
information as the Plan Administrator shall determine.

     2.9  EXERCISE OF OPTION.  A Participant may exercise some or
all of the shares then exercisable under an Option.  The Plan
Administrator may establish procedures (including procedures
restricting the frequency of exercise) governing the exercise of
Options which shall be set forth in the Plan Brochure.  In
general, subject to such specific provisions, a Participant shall
exercise an Option as follows:

          (a)  The Participant shall submit an Option exercise
request to the Service Center specifying the Option and number of
shares being exercised.  The exercise request shall also specify
which of the following types of exercise the Participant is
making:

               (i)  A regular Option exercise.

               (ii)  An Option exercise and sale of all shares
being purchased through the Option exercise.

               (iii)  An Option exercise and sale of sufficient
shares to cover the Option price (and applicable withholding
taxes and transaction fee) of the shares being purchased through
the Option exercise, with the remainder of the shares to be
issued to the Participant.

          (b)  If the Participant requests a regular Option
exercise, the Participant shall deliver the full Option price in
cash (together with an amount to pay applicable withholding
taxes, if elected by the Participant) to the Service Center at
the time of exercise.  The Service Center shall immediately
transfer such funds to BankAmerica.  As soon as practical
thereafter, the applicable number of shares of Common Stock (less
any shares deducted under Section 5.3 to pay withholding taxes)
shall be delivered to the Participant.

          (c)  If the Participant requests an Option exercise and
sale of shares, the Service Center shall sell the applicable
number of shares as soon as practical following receipt of such
request and, upon settlement of the trade, transfer to
BankAmerica an amount equal to the Option price for the shares
being purchased through the Option exercise.  As soon as
practical thereafter, the proceeds from the sale or the shares of
Common Stock (less applicable withholding taxes and transaction
fee) shall be delivered to the Participant.



     ARTICLE III

     NON-U.S. EMPLOYEES

     3.1  APPLICABILITY.  This Article III shall apply to each
Employee who would qualify as an Eligible Employee, except for
the fact that the Employee does not meet the requirements of
Section 2.2(a).

     3.2  SCHEDULE OF COUNTRIES WHERE AWARDS ARE FEASIBLE.  The
Plan Administrator shall determine, in his or her sole
discretion, whether it is feasible under local law, custom and
practice to grant Awards under the Plan to Employees described in
Section 3.1 in each country outside the United States on each
Grant Date.  The Plan Administrator shall approve a schedule
specifying by country whether an Option or SAR is to be granted
under this Article.  The schedule may differentiate among classes
of Employees (including international assignees) and locations
within a country.

     3.3  TERMS OF OPTION AND SAR.  If the Plan Administrator has
determined on the schedule described in Section 3.2 that it is
feasible to grant an Option or SAR at a location for a Grant
Date, each Employee under this Article specified in the schedule
shall be granted an Option or SAR, as applicable, on such Grant
Date.  Each such Option shall be granted under and shall be
subject to the terms in Article II, other than 2.4(e), as though
the Employee were an Eligible Employee, except for such
modifications or additional terms and conditions as the Plan
Administrator deems appropriate under Section 3.5.  Each SAR
shall be subject to Section 3.4.

     3.4  STOCK APPRECIATION RIGHTS.  An SAR shall confer on the
holder a right to receive payment (the "SAR Value"), upon
exercise, equal to the excess of (i) the Fair Market Value of one
share of Common Stock on the date of exercise over (ii) the
exercise price of the SAR, which shall be equal to the Fair
Market Value of one share of Common Stock on the Grant Date of
the SAR.  SARs may be settled in Common Stock or cash as
determined by the Plan Administrator.  Each SAR shall be subject
to Sections 2.4 (except for 2.4(a) and 2.4(e)) through 2.8, as
though the reference to the term "Option" in such section were a
reference to the term "SAR," except for such modifications or
additional terms and conditions as the Plan Administrator deems
appropriate under Section 3.5.  The Participant shall exercise an
SAR by submitting an SAR exercise request to the Service Center
in the same manner as a request for an Option exercise and sale
of all shares being exercised.

     3.5  SPECIAL TERMS.  In order to facilitate the making of
any Award under this Article III, the Plan Administrator may
provide for such modifications and additional terms and
conditions ("special terms") in Awards to Participants who are
employed by the Company outside the United States (or who are
foreign nationals temporarily within the United States) as the
Plan Administrator may consider necessary or appropriate to
accommodate differences in local law, policy or custom or to
facilitate administration of the Plan.  The special terms may
provide that the grant of an Award is subject to (a) applicable
governmental or regulatory approval or other compliance with
local legal requirements and/or (b) the execution by the
Participant and return to the Service Center of a written
instrument in the form specified by the Plan Administrator, and
that in the event such conditions are not satisfied, the grant
shall be void.  The special terms may also provide that an Award
shall become exercisable if an Employee's employment with the
Company ends as a result of workforce reduction, realignment or
similar measure and the Plan Administrator may designate a person
or persons to make such determination for a location. The Plan
Administrator may approve such appendices or supplements to or
amendments, restatements, or alternative versions of the Plan as
he or she may consider necessary or appropriate for purposes of
implementing any special terms, without thereby affecting the
terms of the Plan as in effect for any other purpose.  The
special terms and any appendices, supplements, amendments,
restatements or alternative versions, however, shall not include
any provisions that are inconsistent with the terms of the Plan
as then in effect, unless the Plan could have been amended to
eliminate such inconsistency without further approval by the
Board.

     3.6  NO ACQUIRED RIGHTS.  No individual in any country shall
have any right to receive an Award, except as expressly provided
for under the Plan. All Awards made at any time are subject to
the prior approval of the Chief Executive Officer of BankAmerica.



     ARTICLE IV

     CERTAIN FINANCIAL PROVISIONS

     4.1  SOURCE OF SHARES.  Shares of Common Stock delivered
under the Plan may be original issue shares, treasury stock or
shares purchased in the open market or otherwise, as determined
by the Chief Financial Officer of BankAmerica from time to time.

     4.2  DILUTION AND OTHER ADJUSTMENTS.  In the event that any
dividend or other distribution (whether in the form of cash,
shares of Common Stock, other securities, or other property),
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares of Common Stock or
other securities of BankAmerica, issuance of warrants or other
rights to purchase shares of Common Stock or other securities of
BankAmerica, or other similar corporate transaction or event,
affects the Common Stock, such that an adjustment is appropriate
in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan,
then (a) the number and type of shares of Common Stock which
thereafter may be made the subject of Awards, (b) the number and
type of shares of Common Stock (or other securities or property)
subject to outstanding Awards, and (c) the grant, purchase or
exercise price with respect to any Award (or, if deemed
appropriate, provision for a cash payment to the holder of an
outstanding Award) shall be adjusted by the Chief Financial
Officer of BankAmerica in the same manner as any similar
adjustment then made under the BankAmerica Corporation 1992
Management Stock Plan, or if applicable, under the successor to
such plan, provided that the number of shares of Common Stock
subject to any Award denominated in shares of Common Stock shall
always be a whole number.

     4.3  GENERAL RESTRICTION.  Each Award under the Plan shall
be subject to the requirement that, if at any time the Plan
Administrator shall determine that (a) the listing, registration
or qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state, Federal
or foreign law, (b) the consent or approval of any government
regulatory body, or (c) an agreement by a Participant with
respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with,
the making of an Award or the issue, delivery or purchase of
shares of Common Stock thereunder, then such Award shall not be
consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not
acceptable to the Plan Administrator.

     4.4  RIGHTS AS SHAREHOLDER.  No Participant shall have
rights as a shareholder with respect to any Award unless and
until the shares of Common Stock subject to such Award are
registered in the name of the individual.



     ARTICLE V

     OTHER PROVISIONS

     5.1  AMENDMENTS OF PLAN.  BankAmerica may, at any time and
from time to time, modify, amend, suspend or terminate the Plan
in any respect by action of the Board or by an instrument in
writing executed by an officer of BankAmerica duly authorized by
the Board.  Notwithstanding the above, however, no modification,
amendment, suspension or termination of the Plan shall adversely
affect a Participant's rights to an Award previously made, except
with his or her consent.

     5.2  PLAN ADMINISTRATOR.  Subject to the provisions of the
Plan, the Plan Administrator shall have the power, authority, and
sole discretion to construe, interpret and administer the Plan.
The Plan Administrator's decisions construing, interpreting and
administering the Plan shall be conclusive and binding on all
parties.

     5.3  WITHHOLDING TAXES.  The Company shall have the right to
deduct from the proceeds of any exercise of an Award, including
the delivery of shares, an amount sufficient to cover withholding
required by law for any federal, state or local taxes or to take
such other action as may be necessary to satisfy any such
withholding obligations.  Where shares are used to satisfy
required tax withholding, such shares shall be valued at the Fair
Market Value as of the exercise date of the applicable Award.

     5.4  NON-ASSIGNABILITY.  No Participant shall have the right
to sell, alienate, assign, encumber, hypothecate or pledge his or
her interest in any Award under the Plan, voluntarily or
involuntarily, and any attempt to so dispose of any such interest
prior to payment thereof shall be void.

     Notwithstanding anything contained in this Section 5.4, the
Company shall have the right to offset from the exercise of any
Award any amounts due and owing from the Participant to the
extent permitted by law.

     5.5  NO RIGHT TO EMPLOYMENT.  Nothing in the Plan, Plan
Brochure, Option Statement, or any other document relating to the
Plan shall confer upon any Participant the right to continue in
the employment of the Company, nor affect any right which the
Company may have to terminate the employment of such person.

     5.6  ENTIRE PLAN.  This document is a complete statement of
the Plan.  As of its effective date this document supersedes all
prior plans, representations and proposals, written or oral,
relating to its subject matter.  The Company shall not be bound
by or liable to any person for any representation, promise or
inducement made by any employee or agent of it which is not
embodied in this document or in any authorized written amendment
to the Plan.

     5.7  GOVERNING LAW.  The Plan shall be construed and
enforced in accordance with California law.





                   CONTINENTAL BANK CORPORATION
              1991 EQUITY PERFORMANCE INCENTIVE PLAN

                           As amended






                                   Last Amended November 3, 1997 



                   CONTINENTAL BANK CORPORATION
              1991 EQUITY PERFORMANCE INCENTIVE PLAN


     1.    Purpose.  The purpose of this Plan is to promote the
long-term financial interests of the Company by (i) rewarding key
employees of the Company or one or more of its Affiliates for
their contributions to the success of the Company; (ii)
attracting and encouraging long service by key employees
possessing outstanding abilities; (iii) providing key employees
with additional incentives in the form of Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights
and Restricted Stock Units; and (iv) furthering the identity of
interests of key employees with those of the Company's
stockholders through opportunities for interested stock ownership
and awards based on corporate stock performance.

     2.    Definitions.

     "Affiliate" means a corporation, partnership, joint venture
or other entity in which the Company has an ownership interest.

     "Award" means an award of Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock or Restricted Stock Units under the Plan.

     "Award Agreement" means an agreement entered into between
the Company and a Participant, setting forth the terms and
conditions applicable to an award granted to the Participant.

     "Board of Directors" or "Board" means the Board or Directors
of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute.

     "Committee" means the Human Resources Committee or the Board
of Directors, or such other committee as may be designated by the
Board of Directors and so constituted as to permit the Plan to
comply with Rule 16b-3 under the Exchange Act or any successor
rule or regulation.

     "Common Stock" means the Company's common stock, $4.00 par
value per share. 

     "Company" means Continental Bank Corporation, a Delaware
corporation. 

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

     "Fair Market Value" means, as of any given date, the mean of
the highest and lowest market prices of the Common Stock, or
other security for which Fair Market Value is being determined,
as reported on the composite tape of New York Stock Exchange
issues (or such other reporting system as shall be selected by
the Committee) on such date or, if no sale of Common Stock or
such other security is reported for such date, the next preceding
day for which there was a reported sale. If such Common Stock or
other security is not traded on the New York Stock Exchange, the
Fair Market Value shall be such amount as shall be reasonably
determined by the Committee.

     "Incentive Stock Option" means any Stock Option intended to
meet the requirements of an "incentive stock option" within the
meaning of Section 422 of the Code, or any successor Code
section.

     "Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.

     "Participant" means an employee of the Company or its
Affiliates who is designated as a Participant in the Plan by the
Committee pursuant to Section 4 below.

     "Plan" means the Continental Bank Corporation 1991 Equity
Performance Incentive Plan, as set forth herein and as amended
from time to time. 

     "Restricted Stock" means Common Stock which has been awarded
to a Participant subject to the restrictions referred to in
Section 9 below, so long as such restrictions are in effect.

     "Restricted Stock Unit" means a right to receive a payment
determined by the price of Common Stock as described in Section
10 below.

     "Stock Appreciation Right" means a right to receive a
payment determined by the appreciation in Common Stock as
described in Section 8 below. 

     "Stock Option" or "Option" means a right to purchase shares
of Common Stock (including Restricted Stock, if the Committee so
determines) as described in Section 7 below.

     3.    Administration.  The Plan and all Awards granted
pursuant thereto shall be administered, construed and interpreted
by the Committee.  The decision or a majority of the members of
the Committee voting shall constitute the decision of the
Committee and the Committee may act either at a meeting at which
a majority of the members of the Committee is present, or by
writing signed by all members of the Committee.  The Committee
shall have the sole, final and conclusive authority to interpret
the Plan and all Awards granted pursuant thereto. 
Notwithstanding the foregoing provisions of this Section 3, and
subject to the restrictions set forth in Section 14 below, the
Committee may delegate to the Chairman or, except as to the
issuance of Common Stock, the Chief Human Resources Officer of
the Company any or all authority otherwise delegated to the
Committee under the Plan with respect to granting Awards to or
administering Awards granted to, or held by, persons who, at the
time such authority is exercised, are not subject to Section
16(a) or Section 16(b) of the Exchange Act.

     4.    Participation.  The Committee shall, from time to
time, determine and designate the key employees of the Company or
its Affiliates (any of whom may be members of the Board of
Directors) who shall be Participants in the Plan and the types,
terms and size of Awards to be made to each such Participant. 
Any such Award may be granted singly or in combination or in
tandem with other Awards and may be made in tandem with or in
lieu of current or deferred compensation and may be conditioned
on a Participant's purchase and/or retention of shares of Common
Stock, all as the Committee may determine.

     5.    Stock Subject to Plan.  Shares of stock subject to the
Plan shall be shares of the Company's Common Stock.  Subject to
adjustment as provided in Section 12 below, the aggregate number
of shares of Common Stock with respect to which Awards may be
granted under the Plan shall not exceed 3,500,000 shares. The
grant of an Award shall be deemed to be a grant of shares equal
to the greater of the number of shares that may be issued under
the Award or the number of shares on the basis of which the Award
is calculated.  To the extent that any Award terminates by
expiration, cancellation, forfeiture, surrender or otherwise
(other than by reason of the exercise of an Award granted in
tandem therewith) without the issuance of shares or without
payment therefor or, in the case of Restricted Stock, without
vesting, any shares subject to such Award or on the basis of
which such Award would have been calculated shall again be
available for future Awards.  Either authorized and unissued
shares or treasury shares may be used for Plan purposes;
provided, however, that unissued shares shall not be awarded to
any Participant who has been employed by the Company or its
Affiliates for less than one year, unless the Committee expressly
determines, after consideration of all other remuneration paid or
payable to the Participant, that the services already rendered to
the Company and its Affiliates by the Participant for which the
Participant is being granted the Award have a value of not less
than the par value of the shares being awarded. 

     6.    Award Agreement.  Each Award under this Plan shall be
evidenced by an Award Agreement which shall include provisions
governing the disposition of the Award in the event of
retirement, disability, death or other termination of a
Participant's employment by or relationship to the Company or any
of its Affiliates, and such other terms and conditions, including
the criteria for determining vesting of Awards and the amount or
value of Awards, as the Committee shall deem necessary and
appropriate to effect an Award Agreement with the Participant to
whom the Award is granted.

     7.    Options.  Each Option shall entitle the Participant to
whom it is granted the right to purchase a specified number of
shares of Common Stock (including Restricted Stock, if the
Committee so determines) at a fixed price subject to the
following terms and conditions, and to such other terms and
conditions not inconsistent with the Plan as shall be prescribed
by the Committee in its sole discretion:

          (a)   Option Price.  The price at which a share of
Common Stock may be purchased pursuant to the exercise of an
Option shall be determined by the Committee at the time such
Option is granted, but shall not be less than the greater of (i)
the Fair Market Value of a share of Common Stock on the date of
grant or (ii) the par value or the Common Stock. 

          (b)   Exercisability of Option.  An Option or any part
thereof shall become exercisable at such date or dates as shall
be fixed by the Committee at the time such Option is granted or
at such earlier time as may subsequently be determined by the
Committee but in no event earlier than six months after the date
of grant.  Options shall be exercised in whole or in part by
written notice to the Company and payment in full of the option
price.  Payment of the option price may be made, at the
discretion of the optionee, and to the extent permitted by the
Committee, (A) in cash (including check, bank draft, or money
order), (B) in Common Stock (valued at the Fair Market Value
thereof on the date of exercise), (C) by a combination of cash
and Common Stock or (D) with any other consideration (including
payment in accordance with a cashless exercise program under
which, if so instructed by the Participant, shares of Common
Stock may be issued directly to the Participant's broker or
dealer upon receipt of the option price in cash from the broker
or dealer).

          (c)   Termination of Option.  An Option shall terminate
as determined by the Committee at the time such Option is
granted; provided, however, no Option shall be exercisable after
the expiration of ten years from the date such Option is granted.

          (d)   Limitation on Amount of Incentive Stock Options. 
The aggregate Fair Market Value (determined at the time the
Option is granted) of the shares with respect to which Incentive
Stock Options are exercisable for the first time by any
Participant in any calendar year under this Plan and each other
stock option plan of the Company and any "parent" and
"subsidiary" corporations (as those terms are defined in Sections
424(c) and 424(f) of the Code, respectively, or any successor
Code section) shall not exceed $100,000.

          (e) Deferral of Option Gain. The Committee may permit a
Participant to elect to defer the receipt of the shares of Common
Stock upon exercise of an Option under such rules as the
Committee may determine in its sole discretion. If such an
election is made, upon exercise of the Option, the Company shall
not direct the Company's transfer agent to register the shares of
Common Stock in the name of the Participant until the date 
determined under the Committee's rules and the Participant's
election. 

     8.   Stock Appreciation Rights.  Each Stock Appreciation
Right shall entitle the Participant to whom it is granted to
receive, upon exercise of the Stock Appreciation Right (or of
both the Stock Appreciation Right and the related Option, or of a
portion of either, in the case of a Stock Appreciation Right
granted in tandem with all or a portion of a related Stock
Option), without any payment of cash (except for applicable
employee withholding taxes), that number of shares of Common
Stock (including Restricted Stock, if the Committee so
determines) having an aggregate Fair Market Value on the date of
exercise equal to the excess of the aggregate Fair Market Value
on the exercise date of the shares of Common Stock for which the
Stock Appreciation Right is exercised, over the exercise price of
such right, which price shall be not less than the Fair Market
Value of such shares on the date the right was granted (or, in
the case of a right granted in tandem with an Option, the option
price the Participant would otherwise have been required to pay
for such shares).  Each Stock Appreciation Right shall be subject
to the terms and conditions set forth in this Section 8 and to
such other terms and conditions not inconsistent with the Plan as
shall be specified in a related Award Agreement, including, but
not limited to, limitations on the period or periods within which
the Stock Appreciation Right shall be exercisable and any
restrictions as to the amount of appreciation that may be
recognized upon exercise of such Stock Appreciation Right.  No
Stock Appreciation Right shall become exercisable prior to six
months after the date of grant.  A Stock Appreciation Right
granted in tandem with all or a portion of a related Stock Option
may be granted either at the time of the grant of the related
Option or, unless the related Option is an incentive Stock
Option, at any time thereafter during the term of the Option and
shall be exercisable only to the extent that the related Option
is exercisable.  The Company may (if the Committee so determines)
settle all or part of the Company's obligation arising out of the
exercise of a Stock Appreciation Right by the payment of cash
equal to the aggregate Fair Market Value of the shares of Common
Stock the Company would otherwise be obligated to deliver.

     9.   Restricted Stock.  Restricted Stock is Common Stock
that is subject to forfeiture, restrictions on transfer and/or
such other restrictions on incidents of ownership, as the
Committee may determine.  A Restricted Stock Award shall entitle
the Participant to whom it is granted to receive, on the date or
dates designated in the Award Agreement, subject to such terms
and conditions as the Committee may determine, the number of
shares of Common Stock specified in the Award Agreement and shall
require no payment or consideration by the Participant, either on
the date of grant or the date the restrictions are removed,
unless specifically required by the terms of the Award Agreement.
The Committee in its sole discretion may specify at the time a
Restricted Stock Award is granted that the recipient thereof is
entitled to receive, currently or on deferred basis, interest or
dividends or interest or dividend equivalents with respect to the
number of shares covered by the Award, and the Committee may
specify that such amounts (if any) shall be deemed to have been
reinvested in additional Common Stock or otherwise reinvested. 

     10.    Restricted Stock Units.  Each Restricted Stock Unit
shall entitle the Participant to whom it is awarded to receive
from the Company upon its surrender, on or as soon as practicable
after the date designated in the Award Agreement, a payment,
subject to such terms and conditions as the Committee may
determine (including those related to the form of such payment),
equal to the Fair Market Value of a share of Common Stock on the
date the restrictions lapse. The Committee in its sole discretion
may specify at the time a Restricted Stock Unit is awarded that
the recipient thereof is entitled to receive, currently or on a
deferred basis, interest or dividends or interest or dividend
equivalents with respect to the number of shares covered by the
Award, and the Committee may specify that such amounts (if any)
shall be deemed to have been reinvested in Common Stock or
otherwise reinvested. 

     11.    Compliance With Applicable Laws. Notwithstanding any
other provisions of the Plan, the Committee may subject shares of
Common Stock (including Restricted Stock) awarded under the Plan
to such conditions, limitations or restrictions as the Committee
determines to be necessary or desirable to comply with any law or
regulation or with the requirements of any securities exchange.

     12.    Changes in Capitalization, Similar Changes and
Changes in Control. In the event of any change in the outstanding
shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, reorganization (including, but not
limited to, any spinoff, extraordinary dividend or other
distribution), consolidation, combination or exchange of shares
or other similar corporate change, the maximum aggregate number
and class of shares with respect to which Awards may be granted
under the Plan and (where applicable) the exercise or purchase
price of and the number and class of shares covered by
outstanding Awards shall be equitably adjusted by the Committee.
Such determination of the Committee shall be conclusive; provided
that in no event shall the Committee adjust the exercise or
purchase price for an Award under which shares may be issued to a
price less than the par value of the stock on the date of the
adjustment. Furthermore, if there is an adjustment 
in the number of shares, no fraction of a share (or, if
applicable, fraction of one cent) shall be delivered with respect
to any Restricted Stock or upon any exercise of any other Award
and, if an adjustment of the exercise or purchase price shall
result in a fraction of one cent, a full cent shall be included
in such price in lieu of such fraction. Any shares of stock or
other securities received by a Participant with respect to
Restricted Stock in connection with such an adjustment shall be
subject to the same restrictions as was the Restricted Stock at
the time of the adjustment. If the Company shall be consolidated
or merged with another corporation, any stock, securities or
other property which any Participant is entitled to receive by
reason of such Participant's ownership of the shares of
Restricted Stock shall be deposited with the Company or its
successor. Subject to the provisions of Section 9 above, such
stock, securities or other property shall also be subject to the
same restrictions as such Restricted Stock, and shall bear an
appropriate legend with respect thereto. Notwithstanding the
foregoing provisions of this Section 12 or any other provision of
the Plan, other than Section 14, the Committee may, in its sole
discretion, at the time of granting any Award under the Plan or
at any time thereafter, provide for the acceleration of vesting
or the modification of any other terms of such Award in the event
of a change in control of the Company and may establish the
conditions under which such a change in control will be deemed to
have occurred.

     13.  Employees' and Participants' Rights.  Notwithstanding
any other provision of the Plan:

          (a)   No Right to Receive Award.  No employee of the
Company or any Affiliate or other person shall have any claim or
right to receive an Award under the Plan except as the Committee
(or, if authority is delegated as provided in Section 3, the
Chairman or the Chief Human Resources Officer) shall have
conferred in its discretion in the administration of the Plan. 

          (b)   No Right to Continued Employment.  Participation
in the Plan shall not confer upon any Participant any right with
respect to continuation of employment by the Company or any
Affiliate, nor interfere with the right of the Company or such
Affiliate to terminate at any time employment of any Participant.

          (c)   Rights as a Stockholder.  A Participant shall
have no rights as a stockholder with respect to any shares
covered by an Award until the date the Participant or the
Participant's nominee becomes the stockholder of record of the
shares. No adjustment shall be made for dividends or other rights
for which the record date is prior to the date the Participant or
the Participant's nominee becomes the stockholder of record of
the shares, unless the Award Agreement specifically requires such
adjustment. 

          (d)   Withholding.  Except as otherwise provided by the
Committee, the deduction of withholding and any other taxes
required by law will be made from all amounts paid in cash.  In
the case of payments of Awards in shares of Common Stock, the
Participant shall be required to pay the amount of any taxes
required to be withheld prior to receipt of such stock; provided,
however, that the Committee may permit the withholding obligation
to be met in whole or in part by withholding a number of shares
otherwise deliverable under the Award, the Fair Market Value of
which equals the amount required to be withheld.

          (e)   Non-Assignability.  An Award shall not be
assignable or transferable except by will or by the laws of
descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the
Employees Retirement Income Security Act, or the rules thereunder
(but only if permitting such transfer will not affect the status
of the Award under the Code).

     14.  Amendment and Termination.  The Board of Directors may
amend, suspend or terminate the Plan or any portion thereof at
any time; provided, however, that no such amendment, suspension
or termination shall impair the rights of Participants with
respect to any outstanding Awards. Notwithstanding any other
provision of the Plan to the contrary, the Committee may amend
the Plan to the extent necessary for the efficient administration
of the Plan, or to make it practically workable or to conform to
the provisions of any federal or state law or regulation.
Notwithstanding the foregoing provisions of this Section 14, in
no event shall any amendment be made without stockholder
approval, as long as such approval is required by Rule 16b-3 of
the Exchange Act or by the rules of the New York Stock Exchange,
which shall: 

          (a)   increase the total number of shares with respect
to which Awards may be granted under Section 5 of the Plan
(subject to adjustment in accordance with Section 12 above);

          (b)   reduce the option price under any Option below
the Fair Market Value of the stock subject to the Option
determined as of the date of grant;

          (c)   materially modify the requirements as to
eligibility for participation in the Plan; or

          (d)   withdraw the administration of the Plan from the
Committee. 

The Plan shall terminate automatically on February 25, 2001,
except as to outstanding Awards.

     15.  Effective Date.  This Plan shall be effective as of
February 25, 1991 subject to the approval by the affirmative vote
of a majority of the shares present or represented by proxy at
the Annual Meeting of Stockholders to be held on April 22, 1991
or any adjournment thereof and any necessary regulatory approval. 
All Awards are subject to such approval and, notwithstanding any
other provision of the Plan, if any such approval is not
obtained, all such Awards as well as dividends paid or payable
with respect to such Awards shall be forfeited.

     The following provision was added to the plan by the BAC
Board of Directors on August 7, 1995.  For purposes of this
provision, "BankAmerica" means BankAmerica Corporation and
"Company" means BankAmerica and its subsidiaries collectively.

     Notwithstanding any other provision in the Plan, the
following shall apply in the event of a Change in Control, as
defined below, in BankAmerica: 

     Change in Control means that one of the following events has
occurred: 

          (i)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
BankAmerica (the "Outstanding BankAmerica Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of BankAmerica entitled to vote generally in the
election of directors (the "Outstanding BankAmerica Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from BankAmerica
(ii) any acquisition by BankAmerica, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) below. 

          (ii) Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by
BankAmerica's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board. 

          (iii)  Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of BankAmerica or its principal
subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding BankAmerica Common Stock and
Outstanding BankAmerica Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 80% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns BankAmerica or all or substantially all of BankAmerica's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the
purposes of this clause (A), any shares of common stock or voting
securities of such resulting corporation received by such
beneficial owners in such Business Combination other than as the
result of such beneficial owners' ownership of Outstanding
BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall
not be considered to be owned by such beneficial owners for the
purposes of calculating their percentage of ownership of the
outstanding common stock and voting power of the resulting
corporation), (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation unless such
Person owned 20% or more of the Outstanding BankAmerica Common
Stock or Outstanding BankAmerica Voting Securities immediately
prior to the Business Combination and (C) at least a majority of
the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board (or, in the case of BankAmerica's principal
subsidiary, the corresponding board of directors) at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.

          (iv)   Approval by the shareholders of BankAmerica of a
complete liquidation or dissolution of BankAmerica.

     (a)  All outstanding stock options and stock appreciation
rights under the Plan shall be immediately exercisable in full if
BankAmerica undergoes a Change in Control.

     (b)  Except as provided in the following sentence and in (c)
below, if applicable to the Plan, in the event an employee
terminates employment with the Company following a Change in
Control, his or her stock options and stock appreciation rights
granted under the Plan shall remain exercisable for a period of
three years following termination of employment, not to exceed
the original term of the stock option or stock appreciation
right.  The preceding sentence shall not apply to an incentive
stock option unless the option agreement gives the Plan committee
discretion to permit the incentive stock option to remain
exercisable following termination of the optionholder's
employment, in which case the incentive stock option shall be
exercisable for three months following termination of employment
without further committee action.

     (c)  [intentionally left blank]

     (d)  The Company shall have the right to deduct from any
settlement of any stock option or stock appreciation right an
amount sufficient to cover withholding required by law for any
federal, state or local taxes, of to take such other action as
may be necessary to satisfy any such withholding obligation.

     The resolution adding the above provision provided that no
modification, suspension, amendment or termination of the Plan
may be made which would adversely affect the rights of any
employee or former employee under the amendment with respect to
any stock option or stock appreciation right granted under the
Plan prior to the date of such modification, suspension,
amendment or termination.




                   SECURITY PACIFIC CORPORATION

                 STOCK-BASED INCENTIVE AWARD PLAN

                            As Amended















                                    Last Amended November 3, 1997




Board of Directors                                 April 27, 1992
BankAmerica Corporation


   RESOLUTION RE AMENDMENT OF STOCK AND STOCK-BASED AWARD PLANS
                 IN CONNECTION WITH THE MERGER OF
     BANKAMERICA CORPORATION AND SECURITY PACIFIC CORPORATION
     --------------------------------------------------------

     The Board of Directors of BankAmerica Corporation ("BAC")
authorizes and determines:

     1.  As of April 22, 1992, the effective date of the merger
of Security Pacific Corporation ("SPC") into BAC (the "Merger"),
SPC sponsored the following plans (the "SPC Stock Plans")
pursuant to which awards of stock and stock-based incentives have
been made:

     Security Pacific Corporation Stock-Based Incentive Award
     Plan Security Pacific Corporation Stock Option Plan
     Management Incentive Stock Plan of Rainier Bancorporation
     Security Pacific Corporation Performance Incentive Plan

     2.  Grants and awards have been made and are outstanding
under the SPC Stock Plans.  BAC assumes the obligations of, and
shall be successor to, SPC under the SPC Stock Plans.

     3.  The SPC Stock Plans are amended as follows, effective
April 22, 1992: 

          a.  Except as provided in (b), below, and unless the
context clearly indicates otherwise, references to SPC shall
become references to BAC and references to Security Pacific
National Bank shall become references to Bank of America NT&SA.

          b.  The names of the SPC Stock Plans shall remain
unchanged.

          c.  Unless the context clearly indicates otherwise, all
references to SPC Common Stock, par value $10.00, shall become
references to BAC Common Stock, par value $1.5625.

          d.  Only employees of SPC prior to the Merger are
eligible to participate in the SPC Stock Plans.

          e.  All references to the Executive Officers
Compensation and Development Committee of the Board of Directors
of SPC and to the "Committee" in the Rainier Bancorporation
Management Incentive Stock Plan shall become references to the
Executive Personnel and Compensation Committee of the Board of
Directors of BAC, which is and shall be composed solely of
disinterested directors.

     4.   BAC's Personnel Relations Officer is further authorized
and directed to take such action as she deems necessary and
appropriate to implement the provisions of the foregoing
resolution.



                          CERTIFICATION
                          -------------

     I, Christine Lundgren, an Assistant Secretary of BankAmerica
Corporation, a Delaware corporation having its principal place of
business in the City and County of San Francisco, State of
California, certify that the foregoing resolution is a true and
correct copy of the resolution adopted by the Board of Directors
of BankAmerica Corporation, at a meeting held on April 27, 1992.
This resolution is still in effect.



                    --------------------------
                       Assistant Secretary
                     BANKAMERICA CORPORATION



Dated:    May 7, 1992
       -----------------




                   SECURITY PACIFIC CORPORATION

                 STOCK-BASED INCENTIVE AWARD PLAN

I.  DEFINITIONS.

     1.1  Definitions.

     (a)  "Act" shall mean the Securities Exchange Act of 1934. 

     (b)  "Award" shall mean an Option, which may be designated
as a Nonqualified or Incentive Stock Option, a Stock Appreciation
Right, a Restricted Stock Award or a Performance Share Award, in
each case granted under this Plan. 

     (c)  "Award Agreement" shall mean a written agreement
setting forth the terms of an Award.

     (d)  "Award Date" shall mean the date upon which the Grantor
took the action granting an Award or such later date as is
prescribed by the Grantor. 

     (e)  "Award Period" shall mean the period beginning on an
Award Date and ending on the expiration date of such Award.

     (f)  "Beneficiary" shall mean the person, persons, trust or
trusts entitled by will or the laws of descent and distribution
to receive the benefits specified under this Plan in the event of
the Participant's death. 

     (g)  "Board of Directors" shall mean the Board of Directors
of the Corporation, a majority of whom shall be Disinterested
when taking action with respect to this Plan.

     (h)  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

     (i)  "Committee" shall mean the Executive Officers
Compensation and Development Committee of the Board of Directors
as from time to time constituted and any successor committee of
the Board of Directors with similar functions and shall consist
of three or more members each of whom shall be Disinterested. 

     (j)  "Common Stock" shall mean the Common Stock of the
Corporation ($10.00 par value), subject to adjustment pursuant to
Section 7.2.

     (k)  "Company" shall mean, collectively, the Corporation and
its Subsidiaries.

     (l)  "Corporation" shall mean Security Pacific Corporation
and its successors.

     (m)  "Disinterested" shall mean disinterested within the
meaning of applicable regulatory requirements, including those
promulgated under Section 16 of the Act.

     (n)  "Eligible Employee" shall mean an officer or key
employee of the Company.

     (o)  "Event" shall mean any of the following:

          (i)   Approval by the stockholders of the Corporation
of the dissolution or liquidation of the Corporation;

          (ii)  Approval by the stockholders of the Corporation
of an agreement to merge or consolidate, or otherwise reorganize,
with or into one or more entities which are not Subsidiaries, as
a result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity are, or are to
be, owned by former stockholders of the Corporation (excluding
from the term "former stockholders" a stockholder who is, or as a
result of the transaction in question becomes, an "affiliate", as
that term is used in the Act and the Rules promulgated
thereunder, of any party to such merger, consolidation or
reorganization):

          (iii)  Approval by the stockholders of the Corporation
of the sale of substantially all of the Corporation's business
and/or assets to a person or entity which is not a Subsidiary; or

          (iv)   A Change in Control, as from time to time
defined in the Corporation's By-Laws.

     (p)  "Fair Market Value" shall mean the closing price of the
Common Stock on the New York Stock Exchange as reported on the
Composite Tape and published in the Western Edition of The Wall
Street Journal, or, if there is no trading of the Common Stock on
the date in question, then the closing price of the Common Stock,
as so reported and published, on the next preceding date on which
there was trading in the Common Stock.

     (q)  "Grantor" shall mean the Board of Directors and the
Committee, each in its capacity as grantor of Awards.

     (r)  "Incentive Stock Option" shall mean an incentive stock
option within the meaning of Section 422A of the Code, the award
of which contains such provisions as are necessary to comply with
that section.

     (s)  "Nonqualified Stock Option" shall mean an option
granted pursuant to this Plan which does not qualify as an
Incentive Stock Option. 

     (t)  "Option" shall mean an option to purchase Common Stock
under this Plan. An option shall be designated by the Grantor as
a Nonqualified Stock Option or an Incentive Stock Option.

     (u)  "Participant" shall mean an Eligible Employee who has
been awarded an Award.

     (v)  "Performance Share Award" shall mean an award of shares
of Common Stock issuance of which is contingent upon attainment
of performance objectives specified by the Grantor.

     (w)  "Personal Representative" shall mean the person or
persons who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the Participant by
legal proceeding or otherwise the right to receive the benefits
specified in this Plan.

     (x)  "Plan" means this Security Pacific Corporation
Stock-Based Incentive Award Plan.

     (y)  "Restricted Stock" shall mean those shares of Common
Stock issued pursuant to a Restricted Stock Award which are not
free of the restrictions set forth in the related Award
Agreement.

     (z)  "Restricted Stock Award" shall mean an award of a fixed
number of shares of Common Stock to the Participant subject,
however, to payment of such consideration, if any, and such
forfeiture provisions, as are set forth in the Award Agreement.

     (aa) "Retirement" shall mean retirement of an individual as
an employee of the Company at any time described in Sections 4.1
and 4.3 of the Security Pacific Trusteed Retirement Income Plan
or in any successor Section or plan, in each case, as from time
to time in effect.

     (bb) "Stock Appreciation Right" shall mean a right to
receive a number of shares of Common Stock or an amount of cash,
or a combination of shares and cash, determined as provided in
Section 4.3(a).

     (cc) "Subsidiary" shall mean any corporation or other entity
a majority or more of whose outstanding voting stock or voting
power is beneficially owned directly or indirectly by the
Corporation.

     (dd) "Total Disability" shall mean total disability as
defined in Article I of the Security Pacific Trusteed Retirement
Income Plan or in any successor provision or plan, as from time
to time in effect.

II. THE PLAN.

     2.1  Purpose.

     The purpose of this Plan is to promote the success of the
Company by providing an additional means to attract and retain
key personnel through added long term incentive for high levels
of performance and for significant efforts to improve the
financial performance of the Company by granting Awards. 

     2.2  Administration.

     This Plan shall be administered by the Committee.  Action of
the Committee with respect to the administration of this Plan
shall be taken pursuant to a majority vote or the written consent
of all of its members. In the event action by the Committee is
taken by written consent of all of its members, the action by the
Committee shall be deemed to have been taken at the time
specified in the consent or, if none is specified, at the time of
the last signature.  The Committee may delegate administrative
functions to individuals who are officers or employees of the
Company.

     Subject to the express provisions of this Plan, the
Committee shall have the authority to construe and interpret this
Plan and any agreements defining the rights and obligations of
the Company and Participants under this Plan, to further define
the terms used in this Plan, to prescribe, amend and rescind
rules and regulations relating to the administration of this
Plan, to determine the duration and purposes of leaves of absence
which may be granted to Participants without constituting a
termination of their employment for purposes of this Plan and to
make all other determinations necessary or advisable for the
administration of this Plan. The determinations of the Committee
on the foregoing matters shall be conclusive.

     Any action taken by, or inaction of, the Corporation, any
Subsidiary, the Board of Directors or the Committee relating to
this Plan shall be within the absolute discretion of that entity
or body and shall be conclusive and binding upon all persons.  No
member of the Board of Directors or Committee, or officer of the
Corporation or Subsidiary, shall be liable for any such action or
inaction of the entity or body, of another person or, except in
circumstances involving bad faith, of himself or herself. 
Subject only to compliance with the express provisions hereof,
the Board of Directors and the Committee may act in their
absolute discretion in matters related to this Plan.

     2.3  Participation.

     Awards may be granted only to Eligible Employees.  An
Eligible Employee who has been granted an Award may, if otherwise
eligible, be granted additional Awards if the Grantor shall so
determine.  Members of the Board of Directors who are not
officers or employees of the Company and members of the Committee
shall not be eligible to receive Awards.

     2.4  Stock Subject to this Plan.

     Subject to Section 7.2, the stock to be offered under this
Plan shall be treasury shares or shares of the Corporation's
authorized but unissued Common Stock.  The aggregate amount of
Common Stock that may be issued or transferred pursuant to Awards
granted under this Plan shall not exceed 4,500,000 shares,
subject to adjustment as set forth in Section 7.2.  If any Option
and any related Stock Appreciation Right shall lapse or terminate
without having been exercised in full, or any Common Stock
subject to a Restricted Stock Award shall not vest or any Common
Stock subject to a Performance Share Award shall not have been
transferred, the unpurchased, unvested or untransferred shares
subject thereto shall again be available for purposes of this
Plan.  No more than 10% of the aggregate amount of Common Stock
available under this Plan may be granted as Restricted Stock
Awards.

     2.5  Grants of Awards.

     Either the Board of Directors or the Committee may grant
Awards in accordance with the provisions of this Plan.  A
majority of the members of the Board of Directors acting
hereunder shall be Disinterested.  The grant of an Award is made
on the Award Date.

III. OPTIONS.

     3.1  Grants.

     One or more Options may be granted to any Eligible Employee. 
Each Option so granted shall be designated by the Grantor as
either a Nonqualified Stock Option or Incentive Stock Option.

     3.2  Option Price.

     The purchase price per share of the Common Stock covered by
each Option shall be determined by the Grantor but shall not be
less than the Fair Market Value of such Common Stock on the Award
Date.  The purchase price of any shares purchased shall be paid
in full at the time of each purchase in cash, or, provided that
the Grantor permits such exercise, in shares of Common Stock
which shall be valued at their Fair Market Value on the date of
exercise of the Option, or partly in such shares and partly in
cash, or in such other form or such other manner as the Board of
Directors may determine.

     3.3  Option Period.

     Each Option and all rights or obligations thereunder shall
expire on such date as shall be determined by the Grantor, but
not later than ten years and one day after the Award Date, and
shall be subject to earlier termination as hereinafter provided.

     3.4  Exercise of Options.

     Except as otherwise provided in Section 7.4 and subject to
Section 7.5, an Option may become exercisable, in whole or in
part, subsequent to the date or dates specified in the Award
Agreement and until the expiration or earlier termination of the
Participant's Option.  The Grantor may, at any time after grant
of the Option and from time to time, increase the number of
shares purchasable at any time so long as the total number of
shares subject to the Option is not increased.  No Option shall
be exercisable except in respect of whole shares, and fractional
share interests shall be disregarded.  Not fewer than 10 shares
may be purchased at one time unless the number purchased is the
total number at the time available for purchase under the Option. 

     3.5  Limitations on Grant of Incentive Stock Options.

          (a)  The aggregate Fair Market Value (determined as of
the Award Date) of the Common Stock for which Incentive Stock
Options may be first exercisable by any Participant during any
calendar year under this Plan, together with that of common stock
subject to incentive stock options first exercisable (other than
as a result of acceleration pursuant to Section 7.4) by such
Participant under any other plan of the Corporation or any
Subsidiary, shall not exceed $100,000. 

          (b)  There shall be imposed in the Award Agreement
relating to Incentive Stock Options such terms and conditions as
are required in order that the Option be an "incentive stock
option" as that term is defined in Section 422A of the Code.

     3.6  Deferral of Option Gain.

     The Committee may permit a Participant to elect to defer the
receipt of the shares of Common Stock upon exercise of an Option
under such rules as the Committee may determine in its sole
discretion. If such an election is made, upon exercise of the
Option, the Company shall not direct the Corporation's transfer
agent to register the shares of Common Stock in the name of the
Participant until the date determined under the Committee's rules
and the Participant's election.


IV. STOCK APPRECIATION RIGHTS.

     4.1  Grants.

     In its discretion, the Grantor may grant Stock Appreciation
Rights concurrently with the grant of Options.  A Stock
Appreciation Right shall extend to all or a portion of the shares
covered by the related Option. If a Stock Appreciation Right
extends to less than all the shares covered by the related Option
and if a portion of the related Option is thereafter exercised,
the number of shares subject to the unexercised Stock
Appreciation Right shall be reduced only if and to the extent
that the remaining number of shares covered by such related
Option is less than the remaining number of shares subject to
such Stock Appreciation Right.  A Stock Appreciation Right shall
entitle the Participant who holds the related Option, upon
exercise of the Stock Appreciation Right and surrender of the
related Option, or portion thereof, to the extent the Stock
Appreciation Right and related Option each were previously
unexercised, to receive payment of an amount determined pursuant
to Section 4.3. Any Stock Appreciation Right granted in
connection with an Incentive Stock Option shall contain such
terms as may be required to comply with the provisions of Section
422A of the Code and the regulations promulgated thereunder. 

     4.2  Exercise of Stock Appreciation Rights.

          (a) A Stock Appreciation Right shall be exercisable
only at such time or times, and to the extent, that the related
Option shall be exercisable and only when the Fair Market Value
of the stock subject to the related Option exceeds the exercise
price of the related Option.

          (b) Notwithstanding any other provision of this Plan,
the Committee may impose, by rule and in Award Agreements, such
conditions upon a Stock Appreciation Right and the related Option
and upon their exercises (including, without limitation,
conditions limiting the time of exercise to specified periods) as
may be required to satisfy applicable regulatory requirements,
including, without limitation, Rule 16b-3 (or any successor rule)
promulgated by the Securities and Exchange Commission pursuant to
the Act.

          (c) In the event that a Stock Appreciation Right is
exercised, the number of shares of Common Stock subject to the
related Option shall be charged against the maximum amount of
Common Stock that may be issued or transferred pursuant to Awards
under this Plan. The number of shares subject to the Stock
Appreciation Right and related Option shall be reduced by such
number of shares. 

     4.3  Payment.

          (a) Upon exercise of a Stock Appreciation Right and
surrender of an exercisable portion of the related Option, the
Participant shall be entitled to receive payment of an amount
determined by multiplying

               (i) the difference obtained by subtracting the
exercise price per share of Common Stock under the related Option
from the Fair Market Value of a share of Common Stock on the date
of exercise of the Stock Appreciation Right, by

               (ii) the number of shares with respect to which
the Stock Appreciation Right shall have been exercised.

          (b) The Committee or the Board of Directors, in its
sole discretion, may settle the amount determined under paragraph
(a) above solely in cash, solely in shares of Common Stock
(valued at Fair Market Value on the date of exercise of the Stock
Appreciation Right), or partly in such shares and partly in cash
provided that the Committee or the Board of Directors shall have
determined that such exercise and payment are consistent with
applicable law. In any event, cash shall be paid in lieu of
fractional shares. Absent a determination to the contrary, all
Stock Appreciation Rights shall be settled in cash as soon as
practicable after exercise.

          (c) The maximum amount per share which shall be payable
upon exercise of a Stock Appreciation Right shall be 200% of the
exercise price of the related Option.

V.  RESTRICTED STOCK AWARDS.

     5.1  Grants.

     Subject to Section 2.4, the Grantor may, in its discretion,
grant one or more Restricted Stock Awards to any Eligible
Employee. Each Restricted Stock Award Agreement shall specify the
number of shares of Common Stock to be issued to the Participant,
the date of such issuance, the price, if any, to be paid for such
shares by the Participant and the restrictions imposed on such
shares, which restrictions shall not terminate earlier than one
year after the Award Date. Shares of Restricted Stock shall be
evidenced by a stock certificate registered only in the name of
the Participant, which stock certificate shall be held by the
Corporation until the restrictions on such shares shall have
lapsed and those shares shall have thereby vested. 

     5.2  Restrictions.

          (a) Shares of Common Stock included in Restricted Stock
Awards may not be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered, either voluntarily or
involuntarily, until such shares have vested. 

          (b) Participants receiving Restricted Stock shall be
entitled to dividend and voting rights for the shares issued even
though they are not vested, provided that such rights shall
terminate immediately as to any forfeited Restricted Stock.

          (c) In the event that the Participant shall have paid
cash in connection with the Restricted Stock Award, the Award
Agreement shall specify whether and to what extent such cash
shall be returned upon a forfeiture (with or without an earnings
factor).

VI. PERFORMANCE SHARE AWARDS.

     6.1  Grants.

     The Grantor may, in its discretion, grant Performance Share
Awards to Eligible Employees based upon such factors as the
Grantor shall determine. A Performance Share Award Agreement
shall specify the number of shares of Common Stock subject to the
Performance Share Award, the price, if any, to be paid for such
shares by the Participant and the conditions upon which issuance
to the Participant shall be based, which issuance shall not be
earlier than one year after the Award Date.

VII.  OTHER PROVISIONS.

     7.1  Rights of Eligible Employees, Participants and
Beneficiaries. 

          (a) Status as an Eligible Employee shall not be
construed as a commitment that any Award will be made under this
Plan to an Eligible Employee or to Eligible Employees generally.

          (b) Nothing contained in this Plan (or in Award
Agreements or in any other documents related to this Plan or to
Awards) shall confer upon an Eligible Employee or Participant any
right to continue in the employ of the Company or constitute any
contract or agreement of employment, or interfere in any way with
the right of the Company to reduce such person's compensation or
to terminate the employment of such Eligible Employee or
Participant, with or without cause, but nothing contained in this
Plan or any document related thereto shall affect any other
contractual right of any Eligible Employee or Participant. 
     
          (c) Amounts payable pursuant to an Award shall be paid
only to the Participant or, in the event of the Participant's
death, to the Participant's Beneficiary or, in the event of the
Participant's Total Disability, to the Participant's Personal
Representative or, if there is none, to the Participant. Other
than by will or the laws of descent and distribution, no benefit
payable under, or interest in, this Plan or in any Award shall be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge and any such
attempted action shall be void and no such benefit or interest
shall be, in any manner, liable for, or subject to, debts,
contracts, liabilities, engagements or torts of any Eligible
Employee, Participant or Beneficiary. The Committee shall
disregard any attempt at transfer, assignment or other alienation
prohibited by the preceding sentence and shall pay or deliver
such cash or shares of Common Stock in accordance with the
provisions of this Plan.

          (d) No Participant, Beneficiary or other person shall
have any right, title or interest in any fund or in any specific
asset (including shares of Common Stock) of the Company by reason
of any Award granted hereunder. There shall be no funding of any
benefits which may become payable hereunder. Neither the
provisions of this Plan (or of any documents related hereto), nor
the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary
relationship between the Company and any Participant, Beneficiary
or other person. To the extent that a Participant, Beneficiary or
other person acquires a right to receive an Award hereunder, such
right shall be no greater than the right of any unsecured general
creditor of the Company. Awards payable under this Plan shall be
paid from the general assets of the Corporation, and no special
or separate fund or deposit shall be established and no
segregation of assets shall be made to assure payment of such
Awards. Nothing in this Plan shall be deemed to give any Eligible
Employee or Participant any right to participate in this Plan
except in accordance herewith. 

     7.2  Adjustments upon Changes in Capitalization.

     If the outstanding shares of Common Stock are increased,
decreased or changed into, or exchanged for, a different number
or kind of shares or securities of the Corporation through a
reorganization or merger in which the Corporation is the
surviving entity, or through a combination, recapitalization,
reclassification, stock split, stock dividend, stock
consolidation or otherwise, an appropriate adjustment shall be
made in the number and kind of shares that may be issued pursuant
to Awards. A corresponding adjustment to the consideration
payable with respect to Awards granted prior to any such change
and to the price, if any, paid in connection with Restricted
Stock Awards shall also be made. Any such adjustment, however,
shall be made without change in the total payment, if any,
applicable to the portion of the Award not exercised, vested or
issued but with a corresponding adjustment in the price for each
share. Corresponding adjustments shall be made with respect to
Stock Appreciation Rights based upon the adjustments made to the
Options to which they are related.

     Upon the dissolution or liquidation of the Corporation, or
upon a reorganization, merger, or consolidation of the
Corporation with one or more corporations as a result of which
the Corporation is not the surviving Corporation, or upon a sale
of substantially all the property of the Corporation to another
corporation, this Plan shall terminate, and any outstanding
Options, Stock Appreciation Rights and Performance Share Awards
shall terminate and any Restricted Stock shall be forfeited,
unless provision be made in connection with such transaction for
the assumption of Awards theretofore granted, or the substitution
for such Awards of new incentive awards covering the stock of a
successor employer corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to number and kind of
shares and prices.

     In so adjusting Common Stock to reflect such changes, or in
determining that no such adjustment is necessary, the Board of
Directors may rely upon the advice of independent counsel and
accountants of the Corporation, and the determination of the
Board of Directors shall be conclusive. No fractional shares of
stock shall be issued under this Plan on account of any such
adjustment.

     7.3  Termination of Employment.

          (a) Upon the date a Participant is no longer employed
by the Company for any reason other than Retirement, death or
Total Disability, (i) the Participant shall have one year from
that date to exercise his or her Options to the extent they shall
have become exercisable on that date and any Options not
exercisable on that date shall terminate; (ii) shares of Common
Stock subject to the Participant's Restricted Stock Award shall
be forfeited in accordance with the provisions of the related
Award Agreement to the extent such shares have not become vested
on that date; and (iii) shares of Common Stock subject to the
Participant's Performance Share Award shall be forfeited in
accordance with the provisions of the related Award Agreement to
the extent such shares have not been issued or become issuable on
that date.

          (b) Upon the date a Participant is no longer employed
by the Company as a result of Retirement, death or Total
Disability, (i) the Participant, his or her Beneficiary, or
Personal Representative, as the case may be, shall have three
years from that date to exercise the Participant's Options to the
extent they shall have become exercisable by that date and any
Options not exercisable on that date shall terminate; (ii) shares
of Common Stock subject to the Participant's Restricted Stock
Award shall be forfeited in accordance with the provisions of the
related Award Agreement to the extent such shares have not become
vested on that date; and (iii) shares of Common Stock subject to
the Participant's Performance Share Award shall be forfeited in
accordance with the provisions of the related Award Agreement to
the extent such shares have not been issued or become issuable on
that date. In the event of termination of employment as a result
of Retirement, death or Total Disability, the Grantor may, in its
discretion, increase the portion of the Participant's Award
available to the Participant, or his or her Beneficiary or
Personal Representative, as the case may be, upon such terms as
the Grantor shall determine.

          (c) Each Stock Appreciation Right shall have the same
termination provisions and exercisability periods as the Option
to which it relates. The exercisability period of a Stock
Appreciation Right or of an Option shall not exceed that provided
in Section 3.3 or in the related Award Agreement. Each Option and
Stock Appreciation Right shall expire at the end of that
exercisability period.

          (d) If an entity ceases to be a Subsidiary, such action
shall be deemed for purposes of this Section 7.3 to be a
termination of employment of each employee of that entity.

          (e) Upon forfeiture of a Restricted Stock Award
pursuant to this Section 7.3, the Participant, or his or her
Beneficiary or Personal Representative, as the case may be, shall
transfer to the Corporation the portion of the Restricted Stock
Award not vested at the date of termination of employment,
without payment of any consideration by the Company for such
transfer unless the Participant paid a purchase price in which
case repayment, if any, of that price shall be governed by the
Award Agreement. Notwithstanding any such transfer to the
Corporation, or failure, refusal or neglect to transfer, by the
Participant, or his or her Beneficiary or Personal
Representative, as the case may be, such nonvested portion of any
Restricted Stock Award shall be deemed transferred automatically
to the Corporation on the date of termination of employment. The
Participant's original acceptance of the Restricted Stock Award
shall constitute his or her appointment of the Corporation and
each of its authorized representatives as attorney(s)-in-fact to
effect such transfer and to execute such documents as the
Corporation or such representatives deem necessary or advisable
in connection with such transfer.

     7.4  Acceleration of Awards.

     Unless, prior to an Event, the Board of Directors determines
that, upon its occurrence, there shall be no acceleration of
Awards or determines those Awards which shall be accelerated and
the extent to which they shall be accelerated, (i) each Option
and each related Stock Appreciation Right shall become
immediately exercisable to the full extent theretofore not
exercisable, (ii) Restricted Stock shall immediately vest free of
restrictions and  (iii) the number of shares covered by each
Performance Share Award shall be issued to the Participant;
provided, however, that Awards shall not, in any event, be so
accelerated to a date less than one year after the Award Date.
Acceleration of Awards shall comply with applicable regulatory
requirements, including, without limitation, Rule 16b-3
promulgated by the Securities and Exchange Commission pursuant to
the Act and Section 422A of the Code.  For purposes of this
Section 7.4 only, Board of Directors shall mean the Board of
Directors as constituted immediately prior to the Event.

     7.5  Continuation of Employment.

     Each person to whom an Award is granted must agree that he
or she will, at the request of the Company, remain in the
continuous employment of the Company for a period of not less
than one year following the Award Date. No Option or Stock
Appreciation Right shall be exercisable, no Restricted Stock
shall vest and no Performance Share Award shall be paid unless
the Participant has remained in the continuous employment of the
Company for at least one year from the Award Date.

     7.6  Government Regulations.

     This Plan, the granting of Awards under this Plan and the
issuance or transfer of shares of Common Stock (and/or the
payment of money) pursuant thereto are subject to all applicable
Federal and state laws, rules and regulations and to such
approvals by any regulatory or governmental agency (including
without limitation "no action" positions of the Securities and
Exchange Commission) which may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith.
Without limiting the generality of the foregoing, no Awards may
be granted under this Plan, and no shares shall be issued by the
Corporation, nor cash payments made by the Corporation, pursuant
to or in connection with any such Award, unless and until, in
each such case, all legal requirements applicable to the issuance
or payment have, in the opinion of counsel to the Corporation,
been complied with. In connection with any stock issuance or
transfer, the person acquiring the shares shall, if requested by
the Corporation, give assurances satisfactory to counsel to the
Corporation in respect of such matters as the Corporation may
deem desirable to assure compliance with all applicable legal
requirements.

     7.7  Tax Withholding.

     The Company shall have the right to deduct from any payment
hereunder any amounts that Federal, state, local or foreign tax
law requires to be withheld with respect to such payment but, in
the alternative, the Participant may, prior to the payment of any
Award, pay such amounts to the Company in cash or in shares of
Common Stock (which shall be valued at their Fair Market Value on
the date of payment).  There is no obligation under this Plan
that any Participant be advised of the existence of the tax or
the amount required to be withheld. Without limiting the
generality of the foregoing, in any case where it determines that
a tax is required to be withheld in connection with the issuance
or transfer of shares of Common Stock under this Plan, the
Company may, pursuant to such rules as the Committee may
establish, reduce the number of such shares so issued or
transferred by such number of shares as the Company may deem
appropriate in its sole discretion to accomplish such withholding. 
 
     Notwithstanding any other provision of this Plan, the
Committee may impose such conditions on the payment of any
withholding obligation as may be required to satisfy applicable
regulatory requirements, including, without limitation, Rule
16b-3 promulgated by the Securities and Exchange Commission
pursuant to the Act.

     7.8  Amendment, Termination and Suspension.

          (a) The Board of Directors may, at any time, terminate
or, from time to time, amend, modify or suspend this Plan (or any
part thereof). In addition, the Committee may, from time to time,
amend or modify any provision of this Plan except Sections 7.4
and 7.8(b). The Grantor, with the consent of the Participant, may
make such modifications of the terms and conditions of such
Participant's Award as it shall deem advisable. No Awards may be
granted during any suspension of this Plan or after its
termination. The amendment, suspension or termination of this
Plan shall not, without the consent of the Participant, alter or
impair any rights or obligations pertaining to any Awards granted
under this Plan prior to such amendment, suspension or
termination, including any right to acceleration under Section
7.4. The Grantor shall have the power and may, with the consent
of the Participant, cancel any existing Awards and reissue Awards
to the Participant, having a new and lower Fair Market Value, but
otherwise bearing substantially similar terms to the cancelled
Awards.

          (b) If an amendment would (i) materially increase the
benefits accruing to Participants within the meaning of Rule
16b-3(a) under the Act or any successor thereto, (ii) increase
the aggregate number of shares which may be issued under this Plan,
or (iii) modify the requirements of eligibility for participation
in this Plan, the amendment shall be approved by the Board of
Directors and by the stockholders. For purposes of this Section
7.8(b) any cancellation and reissuance of Awards at a new or
lower Fair Market Value pursuant to Section 7.8(a) shall not
constitute an amendment of this Plan.

     7.9  Privileges of Stock Ownership; Nondistributive Intent.

     A Participant shall not be entitled to the privilege of
stock ownership as to any shares of Common Stock not actually
issued to him. Upon the issuance and transfer of shares to the
Participant, unless a registration statement is in effect under
the Securities Act of 1933, as amended, relating to such issued
and transferred Common Stock and there is available for delivery
a prospectus meeting the requirements of Section 10 of such Act,
the Common Stock may be issued and transferred to the Participant
only if he represents and warrants in writing to the Corporation
that the shares are being acquired for investment and not with a
view to the resale or distribution thereof. No shares shall be
issued and transferred unless and until there shall have been
full compliance with any then applicable regulatory requirements
(including those of any exchanges upon which any Common Stock of
the Corporation may be listed).

     7.10 Effective Date of this Plan.

     This Plan shall be effective upon its approval by the
stockholders of the Corporation.

     7.11 Term of this Plan.

     Unless previously terminated by the Board of Directors or
the Committee, this Plan shall terminate at the close of business
on April 19, 1998, and no Awards shall be granted under it
thereafter, but such termination shall not affect any Award
theretofore granted.

     7.12 Governing Law.

     This Plan and the documents evidencing Awards and all other
related documents shall be governed by, and construed in
accordance with, the laws of the State of California. If any
provision shall be held by a court of competent jurisdiction to
be invalid and unenforceable, the remaining provisions of this
Plan shall continue to be fully effective. 

     The following provision was added to the plan by the BAC
Board of Directors on August 7, 1995. For purposes of this
provision, "BankAmerica" means BankAmerica Corporation and
"Company" means BankAmerica and its subsidiaries collectively.

     Notwithstanding any other provision in the Plan, the
following shall apply in the event of a Change in Control, as
defined below, in BankAmerica: 

     Change in Control means that one of the following events has
occurred: 

          (i)   The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
BankAmerica (the "Outstanding BankAmerica Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of BankAmerica entitled to vote generally in the
election of directors (the "Outstanding BankAmerica Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from BankAmerica
(ii) any acquisition by BankAmerica, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) below.

          (ii)  Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by
BankAmerica's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board.

          (iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of BankAmerica or its principal
Subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding BankAmerica Common Stock and
Outstanding BankAmerica Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 80% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns BankAmerica or all or substantially all of BankAmerica's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the
purposes of this clause (A), any shares of common stock or voting
securities of such resulting corporation received by such
beneficial owners in such Business Combination other than as the
result of such beneficial owners' ownership of Outstanding
BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall
not be considered to be owned by such beneficial owners for the
purposes of calculating their percentage of ownership of the
outstanding common stock and voting power of the resulting
corporation), (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation unless such
Person owned 20% or more of the Outstanding BankAmerica Common
Stock or Outstanding BankAmerica Voting Securities immediately
prior to the Business Combination and (C) at least a majority of
the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board (or, in the case of BankAmerica's principal
Subsidiary, the corresponding board of directors) at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.

          (iv) Approval by the shareholders of BankAmerica of a
complete liquidation or dissolution of BankAmerica.

     (a) All outstanding stock options and stock appreciation
rights under the Plan shall be immediately exercisable in full if
BankAmerica undergoes a Change in Control.

     (b)  Except as provided in the following sentence and in (c)
below, if applicable to the Plan, in the event an employee
terminates employment with the Company following a Change in
Control, his or her stock options and stock appreciation rights
granted under the Plan shall remain exercisable for a period of
three years following termination of employment, not to exceed
the original term of the stock option or stock appreciation
right.  The preceding sentence shall not apply to an incentive
stock option unless the option agreement gives the Plan committee
discretion to permit the incentive stock option to remain
exercisable following termination of the optionholder's
employment, in which case the incentive stock option shall be
exercisable for three months following termination of employment
without further committee action.

     (c)  Subsection (b) shall not apply to stock options and
stock appreciation rights granted under the Plan to a person who,
at the time of such termination of employment, is an officer or
director of BankAmerica, as such terms are defined in Section 16
of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder.

     (d) The Company shall have the right to deduct from any
settlement of any stock option or stock appreciation right an
amount sufficient to cover withholding required by law for any
federal, state or local taxes, of to take such other action as
may be necessary to satisfy any such withholding obligation.

     The resolution adding the above provision provided that no
modification, suspension, amendment or termination of the Plan
may be made which would adversely affect the rights of any
employee or former employee under the amendment with respect to
any stock option or stock appreciation right granted under the
Plan prior to the date of such modification, suspension,
amendment or termination.





                   SECURITY PACIFIC CORPORATION

                        STOCK OPTION PLAN

                            As amended






                                    Last Amended November 3, 1997


Board of Directors                                 April 27, 1992
BankAmerica Corporation


   RESOLUTION RE AMENDMENT OF STOCK AND STOCK-BASED AWARD PLANS
                 IN CONNECTION WITH THE MERGER OF
     BANKAMERICA CORPORATION AND SECURITY PACIFIC CORPORATION
     --------------------------------------------------------

     The Board of Directors of BankAmerica Corporation ("BAC")
authorizes and determines:

     1.  As of April 22, 1992, the effective date of the merger
of Security Pacific Corporation ("SPC") into BAC (the "Merger"),
SPC sponsored the following plans (the "SPC Stock Plans")
pursuant to which awards of stock and stock-based incentives have
been made:

     Security Pacific Corporation Stock-Based Incentive Award
     Plan Security Pacific Corporation Stock Option Plan
     Management Incentive Stock Plan of Rainier Bancorporation
     Security Pacific Corporation Performance Incentive Plan

     2.  Grants and awards have been made and are outstanding
under the SPC Stock Plans.  BAC assumes the obligations of, and
shall be successor to, SPC under the SPC Stock Plans.

     3.  The SPC Stock Plans are amended as follows, effective
April 22, 1992: 

          a.  Except as provided in (b), below, and unless the
context clearly indicates otherwise, references to SPC shall
become references to BAC and references to Security Pacific
National Bank shall become references to Bank of America NT&SA.

          b.  The names of the SPC Stock Plans shall remain
unchanged.

          c.  Unless the context clearly indicates otherwise, all
references to SPC Common Stock, par value $10.00, shall become
references to BAC Common Stock, par value $1.5625.

          d.  Only employees of SPC prior to the Merger are
eligible to participate in the SPC Stock Plans.

          e.  All references to the Executive Officers
Compensation and Development Committee of the Board of Directors
of SPC and to the "Committee" in the Rainier Bancorporation
Management Incentive Stock Plan shall become references to the
Executive Personnel and Compensation Committee of the Board of
Directors of BAC, which is and shall be composed solely of
disinterested directors.

     4.  BAC's Personnel Relations Officer is further authorized
and directed to take such action as she deems necessary and
appropriate to implement the provisions of the foregoing
resolution.



                          CERTIFICATION
                          -------------

          I, Christine Lundgren, an Assistant Secretary of
BankAmerica Corporation, a Delaware corporation having its
principal place of business in the City and County of San
Francisco, State of California, certify that the foregoing
resolution is a true and correct copy of the resolution adopted
by the Board of Directors of BankAmerica Corporation, at a
meeting held on April 27, 1992.  This resolution is still in
effect.


                ----------------------------------
                       Assistant Secretary
                     BANKAMERICA CORPORATION


Dated:  May 7, 1992
        -----------




                   SECURITY PACIFIC CORPORATION

                        STOCK OPTION PLAN

1.  PURPOSE.

     The purpose of this Stock Option Plan ("Plan") is to
strengthen Security Pacific Corporation ("Corporation"), by
providing an additional means of retaining and attracting
competent management personnel and by providing to participating
officers and other key employees of the Corporation and its
subsidiaries (as hereinafter defined) added incentive for high
levels of performance and for unusual efforts to increase the
earnings of the Corporation through the opportunity for stock
ownership offered under this Plan.

2.  ADMINISTRATION.

     The Plan shall be administered by the Executive Officers
Compensation and Development Committee ("Committee") of the Board
of Directors ("Board") of the Corporation. The Committee shall
consist of three or more members of the Board selected by, and
serving at the pleasure of, the Board. There may be appointed to
the Committee only members of the Board who are disinterested,
i.e., who are not eligible to receive options or stock
appreciation rights under the Plan and who have not been
eligible, at any time within one year prior to appointment to the
Committee, for selection as a person to whom stock may be
allocated or to whom options or stock appreciation rights may be
granted pursuant to the Plan or any other plan of the Corporation
or any of its subsidiaries entitling the participants therein to
acquire stock, stock appreciation rights or stock options of the
Corporation or any of its subsidiaries. Any action of the
Committee with respect to the administration of the Plan shall be
taken pursuant to a majority vote, or to the written consent of
all of its members.

     Subject to the express provisions of the Plan, the Committee
shall have the authority to construe and interpret the Plan, and
to define the terms used therein, to prescribe, amend and rescind
rules and regulations relating to the administration of the Plan,
to determine the duration and purposes of leaves of absence which
may be granted to participants without constituting a termination
of their employment for the purposes of the Plan, and to make all
other determinations necessary or advisable for the
administration of the Plan. The determinations of the Committee
on the matters referred to in this section shall be conclusive.

3.  PARTICIPATION.

     Officers and other key employees ("eligible employees") of
the Corporation or of any subsidiary corporation (as such term is
defined in Section 425(f) of the Internal Revenue Code of 1986,
as amended, the "Code") shall be eligible for selection to
participate in the Plan; provided, however, that members of the
Committee shall not, while serving as members of such Committee,
be eligible to receive a grant of options or stock appreciation
rights under the Plan. Directors who are not officers or
employees of the Corporation or any such subsidiary corporation
are not eligible to participate in the Plan. The Committee shall
have the authority and power to grant options and stock
appreciation rights to any eligible employee other than a member
of the Office of the Chairman as such body shall be constituted
from time to time by the Board. With respect to the options and
stock appreciation rights which the Committee is authorized to
grant, the Committee may also determine the terms and provisions
of the respective option agreements (which need not be
identical), the designation of an option as a nonqualified option
or incentive stock option, the times at which such options and
stock appreciation rights shall be granted, and the number of
shares subject to each option and, where applicable, companion
stock appreciation right. Any action of the Committee with
respect to option grants shall be taken pursuant to a majority
vote of all the members of the Committee or the written consent
of all of its members.

     The Board shall have the authority and power, after
consideration of the recommendations of the Committee, to grant
options and stock appreciation rights to any eligible employee
including members of the Office of the Chairman. With respect to
the options and stock appreciation rights which the Board is
authorized to grant, the Board may also determine the terms and
provisions of the respective option agreements (which need not be
identical), the designation of an option as a nonqualified option
or incentive stock option, the times at which such options and
stock appreciation rights shall be granted, and the number of
shares subject to each option and, where applicable, companion
stock appreciation right.  Any action of the Board with respect
to option grants shall be taken pursuant to a vote of a
disinterested majority of all the members of the Board or the
written consent of all of its members.  A director eligible for a
grant of an option or stock appreciation right shall not
participate in the vote on any such grant nor in the
determination as to whether an option or stock appreciation right
should be awarded to such director.

     An individual who has been granted an option may, if
otherwise eligible, be granted an additional option or options
and stock appreciation right or rights, if the Board or the
Committee, as the case may be, shall so determine.

4.  STOCK SUBJECT TO THE PLAN.

     Subject to adjustment as provided in Section 9 hereof, the
stock to be offered under the Plan shall be treasury shares or
shares of the Corporation's authorized but unissued Common Stock
(hereinafter collectively called "stock"). The aggregate amount
of stock to be delivered upon the exercise of all options granted
under this Plan shall not exceed 4,500,000 shares, subject to
adjustment as set forth in Section 9 hereof. If any option
granted hereunder and related stock appreciation right or rights,
if any, shall lapse or terminate without having been exercised in
full, the unpurchased shares subject thereto shall again be
available for the purposes of the Plan. For purposes of
determining the number of shares to charge against the 4,500,000
share limitation set forth above, the exercise of a stock
appreciation right or rights shall be treated as the exercise of
the portion of the option or options which are surrendered in
connection with the exercise of the stock appreciation right or
rights.

5.  OPTIONS.

     One or more options may be granted to any eligible employee.
Each option so granted shall be designated by the Board or the
Committee, as the case may be, as either a nonqualified option or
incentive stock option subject to the following conditions:

          (a) The option price per share of stock shall be set by
the grant but shall in no instance be less than fair market value
on the date of grant, based on the value of the stock on the date
of grant of options as determined by the mean of the bid and
asked prices for the Common Stock as supplied by the National
Association of Securities Dealers, Inc., through NASDAQ and
published in the Western Edition of The Wall Street Journal, or
the closing price of such stock as reported on the Composite Tape
and published in the Western Edition of The Wall Street Journal.

          (b) The option shall become exercisable in such manner
and within such period or periods as shall be determined by the
Board or the Committee, as the case may be, (subject to the
limitations set forth in this Section 5 and in Sections 6 and 10
hereof) upon payment in full solely in cash, solely in shares of
Common Stock or partly in such shares and partly in cash.  Any
shares of Common Stock received as payment for an option exercise
shall be valued at the mean of the bid and asked prices for the
Common Stock as supplied by the National Association of
Securities Dealers, Inc., through NASDAQ and published in the
Western Edition of The Wall Street Journal, or the closing price
of such stock as reported on the Composite Tape and published in
the Western Edition of The Wall Street Journal on the date of
exercise of the stock option.  The option shall lapse:

               (1)  If the grantee is then living, at the
earliest of the following times:

                    (i)  ten years after it is granted,

                    (ii) immediately upon termination of
employment by reason  of a discharge for cause as that term may
be determined by the Committee in its sole discretion,

                    (iii)     one year after termination of
employment if termination occurs after fifteen years of service
to the Corporation and any of its subsidiary corporations or by
reason of retirement or disability as those terms are determined
by the Committee in its sole discretion,

                    (iv) three months after termination of
employment other than as described in (ii) and (iii) above,

                    (v)  any earlier time set by the grant; or 

               (2)  If the grantee dies while employed by the
Corporation or any subsidiary corporation, or during the period
referred to in Section 5(b)(1)(iii) or (iv) hereof, one year
after the date of death subject to earlier termination pursuant
to Sections 5(b)(1)(i) or (v).  During the period after death,
the option may, to the extent exercisable on the date of death,
be exercised by the person or persons to whom the grantee's
rights under the option shall pass by will or by the applicable
laws of descent and distribution; and

               (3)  Notwithstanding (1) and (2) above, on the
date of termination of employment whether for death or any other
cause to the extent of any portion of the option not exercisable
on such date of termination.

               (4)  Notwithstanding (1) above, effective on the
date of the merger of Security Pacific Corporation and
BankAmerica Corporation (the "Merger Date") the period of
exercise of all outstanding options shall be extended from three
months to one year after termination of employment, in the case
of all terminations other than terminations by reason of death or
discharge for cause; provided, however, that no such extension
shall apply to any nonqualified option unless the grantee
consents to such extension; and provided further, that such
extension shall not be available under any incentive stock option
unless, upon the written request of the grantee, the Committee
shall, in its sole discretion, determine to grant such extension.
Prior to the Merger Date the Committee may, in its sole
discretion, extend the period of exercise of any outstanding
options to one year after termination of employment subject to
the receipt of the grantee's consent in the case of nonqualified
options and subject to a grantee's request in the case of
incentive stock options as provided in the preceding sentence.

               (5)  The Committee may permit an employee to elect
to defer the receipt of the shares of Common Stock upon exercise
of an option under such rules as the Committee may determine in
its sole discretion. If such an election is made, upon exercise
of the option, the Company shall not direct the Corporation's
transfer agent to register the shares of Common Stock in the name
of the employee until the date determined under the Committee's
rules and the employee's election.

          (c)  Incentive stock options shall be so designated at
the time of grant except that options granted on or before
December 31, 1980, may be designated as incentive stock options
on or before August 1, 1982, and options granted from January 1,
1981 through April 20, 1982, may be designated as incentive stock
options on or before April 20, 1982.  Incentive stock options
shall be subject to the conditions specified in Section 5(a) and
5(b) and subject to the additional following conditions: 

               (1)  An incentive stock option granted prior to
January 1, 1987, shall not be exercisable while there is
outstanding, within the meaning of Section 422A of the Code, any
other incentive stock option which was earlier granted to the
employee.

               (2)  The aggregate fair market value of the shares
(determined as of the date the incentive stock option is granted)
for which any employee may be granted incentive stock options in
any calendar year prior to January 1, 1987, shall not exceed
$100,000 plus any unused limit carried forward to such year. The
unused limit carried forward available in any such year to any
employee shall be determined in accordance with Section 422A of
the Code.

               (3)  For incentive stock options granted after
December 31, 1986, the aggregate fair market value of the shares
(determined as of the date the incentive stock option is granted)
with respect to which such incentive stock options are
exercisable for the first time (other than as a result of
acceleration pursuant to Section 10) by an employee during any
calendar year (under the Plan or any other incentive stock option
plan of the Corporation or of any subsidiary corporation) shall
not exceed $100,000.

               (4)  There shall be imposed any other conditions
required in order that the option be an "incentive stock option"
as that term is defined in Section 422A of the Code.

6.   CONTINUATION OF EMPLOYMENT; EXERCISE.

     Each person to whom an option is granted must agree that he
or she will, at the request of the Corporation, remain in the
continuous employ of the Corporation or a subsidiary corporation
for a period of not less than one year following the date of the
granting of the option.  Nothing contained in the Plan (or in any
option or stock appreciation right granted pursuant to the Plan)
shall confer upon any employee any right to continue in the
employ of the Corporation or of any subsidiary corporation or to
interfere in any way with the right of the Corporation or any
subsidiary corporation to reduce his or her compensation from the
rate in existence at the time of the granting of an option or
stock appreciation right, but nothing contained herein or in an
option agreement shall affect any contractual rights of an
employee. 

     Options shall be nonexercisable during the first year after
the date of grant.  If the holder of an option shall not purchase
all of the shares which he or she is entitled to purchase in any
given installment period, the right to purchase shares not
purchased in such installment period shall continue until the
lapse or termination of such option.  No option or installment
thereof shall be exercisable except in respect of whole shares,
and fractional share interests shall be disregarded except that
they may be accumulated in accordance with the next preceding
sentences.  Not less than 10 shares may be purchased at one time
unless the number purchased is the total number at the time
available for purchase under the option.

7.   STOCK APPRECIATION RIGHTS.

     A stock appreciation right may be granted, in the discretion
of the Board or the Committee, as the case may be, concurrently
with the grant of any option granted under the Plan ("companion
grant") subject to Section 11 of the Plan.  A stock appreciation
right shall extend to all or a portion of the shares covered by
the companion grant.  If a stock appreciation right extends to
less than all the shares covered by the companion grant and if a
portion of the option contained in the companion grant is
thereafter exercised, the number of shares subject to the
unexercised stock appreciation right shall be reduced only if and
to the extent that the remaining portion of the option contained
in the companion grant covers fewer shares than the unexercised
stock appreciation right would otherwise cover.  A stock
appreciation right shall entitle the holder (subject to the
conditions and limitations set forth below), upon surrender of a
then exercisable portion of the option contained in the companion
grant (subject to the maximum number of shares to which the stock
appreciation right extends), to receive payment of an amount
determined pursuant to subparagraph (b) of the following
paragraph.

     Stock appreciation rights shall be subject to the following
terms and conditions and to such other terms and conditions not
inconsistent with the Plan as the Board may determine:

          (a)  A stock appreciation right shall be exercisable by
the holder (or such other person entitled under Section 5 of the
Plan to exercise the option contained in the companion grant)
only at such time or times, and to the extent, that the option
contained in the companion grant could have been exercised and
only when the fair market value of the stock subject to the
option contained in the companion grant exceeds the exercise
price of such option.

          (b)  Upon exercise of the stock appreciation right and
surrender of an exercisable portion of the option contained in
the companion grant, the holder shall be entitled to receive
payment of an amount (subject to Section 7(d) below) determined
by multiplying

               (1)  the difference obtained by subtracting the
option exercise price per share of Common Stock subject to the
companion grant from the fair market value of a share of Common
Stock on the date of exercise of the stock appreciation right as
determined by the mean of the bid and asked prices for the Common
Stock as supplied by the National Association of Securities
Dealers, Inc., through NASDAQ and published in the Western
Edition of The Wall Street Journal, or the closing price of such
stock as reported on the Composite Tape and published in the
Western Edition of The Wall Street Journal, by

               (2)  the number of shares with respect to which
the stock appreciation right is exercised.

          (c)  The Committee, in its sole discretion, may settle
the amount determined under subparagraph (b) above solely in
cash, solely in shares of Common Stock (valued at the mean of the
bid and asked prices for the Common Stock as supplied by the
National Association of Securities Dealers, Inc., through NASDAQ
and published in the Western Edition of The Wall Street Journal,
or the closing price of such stock as reported on the Composite
Tape and published in the Western Edition of The Wall Street
Journal on the date of exercise of the stock appreciation right),
or partly in such shares and partly in cash, provided however,
that in any event cash shall be paid in lieu of fractional
shares.

          (d)  The maximum amount per share which will be payable
upon exercise of a stock appreciation right shall be the option
exercise price of the option contained in the companion grant.

          (e)  Notwithstanding any other provision of the Plan,
the Committee may impose such conditions on exercise of a stock
appreciation right (including, without limitation, the right of
the Committee to limit the time of exercise to specified periods)
as may be required to satisfy the requirements of Rule 16b-3 (or
any successor rule), promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.

8.   NON-TRANSFERABILITY OF OPTIONS.

     An option or stock appreciation right granted under this
Plan is non-transferable by the option holder other than by will
or the laws of descent and distribution, and shall be exercisable
during his or her lifetime only by such option holder.

9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     If the outstanding shares of the Common Stock of the
Corporation are changed into, or exchanged for a different number
or kind of shares or securities of the Corporation through a
reorganization or merger in which the Corporation is the
surviving entity, or through a combination, recapitalization,
reclassification, or otherwise, or if the number of outstanding
shares is changed through a stock split, stock dividend, stock
consolidation or otherwise, an appropriate adjustment shall be
made in the number and kind of shares as to which options may be
granted.  A corresponding adjustment changing the number or kind
of shares and the exercise price per share allocated to
unexercised options or portions thereof, which shall have been
granted prior to any such change, shall likewise be made.  Any
such adjustment in an outstanding option, however, shall be made
without change in the total price applicable to the unexercised
portion of the option but with a corresponding adjustment in the
price for each share covered by the option.  Corresponding
adjustments shall be made with respect to stock appreciation
rights based upon the adjustments made to the option contained in
the companion grant.

     Upon the dissolution or liquidation of the Corporation, or
upon a reorganization, merger, or consolidation of the
Corporation with one or more corporations as a result of which
the Corporation is not the surviving corporation, or upon a sale
of substantially all the property of the Corporation to another
corporation, this Plan shall terminate, and any option
theretofore granted hereunder shall terminate, unless provision
be made in connection with such transaction for the assumption of
options theretofore granted, or the substitution for such options
of new options covering the stock of a successor employer
corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to number and kind of shares and prices. 

     In so adjusting Common Stock to reflect such changes, or in
determining that no such adjustment is necessary, the Board may
rely upon the advice of independent counsel and accountants of
the Corporation, and the determination of the Board shall be
conclusive.  No fractional shares of stock shall be issued under
the Plan on account of any such adjustment.

10.  CORPORATE CHANGES.

     Unless, prior to an Event (as defined below), the Board
determines that, upon its occurrence, there shall be no
acceleration of options or related stock appreciation rights or
determines those options and related stock appreciation rights
which shall be accelerated and the extent to which they shall be
accelerated, each option and each related stock appreciation
right shall become immediately exercisable to the full extent
theretofore not exercisable notwithstanding any provision of this
Plan (or of an option holder's option agreement); provided,
however, that no option or stock appreciation right shall, in any
event, be so accelerated to a date less than one year after the
date of grant.  Any of the following shall constitute an Event:

          (i)  Approval by the stockholders of the Corporation of
the dissolution or liquidation of the Corporation;

          (ii) Approval by the stockholders of the Corporation of
any agreement to merge or consolidate, or otherwise reorganize,
with or into one or more entities which are not subsidiaries of
the Corporation, as a result of which less than 50% of the
outstanding voting securities of the surviving or resulting
entity are, or are to be, owned by former stockholders of the
Corporation (excluding from the term "former stockholders" a
stockholder who is, or as a result of the transaction in question
becomes, an "affiliate", as that term is used in the Securities
Exchange Act of 1934 and the Rules promulgated thereunder, of any
party to such merger, consolidation or reorganization);

          (iii)     Approval by the stockholders of the
Corporation of the sale of substantially all of the Corporation's
business and/or assets to a person or entity which is not a
subsidiary of the Corporation; or

          (iv) A Change in Control, as from time to time defined
in the By-Laws of the Corporation.

Acceleration of options and related stock appreciation rights
shall comply with applicable regulatory requirements, including,
without limitation, Rule 16b-3 promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934 and Section 422A of the Code.  For purposes of this Section
10 only, Board shall mean the Board as constituted immediately
prior to the Event.

11.  TERMINATION, SUSPENSION AND AMENDMENT.

     The Board may at any time suspend, amend or terminate this
Plan and may, with the consent of an option holder, make such
modifications of the terms and conditions of his or her option
and, where applicable, any related stock appreciation right, as
it shall deem advisable; provided that, except as permitted under
the provisions of Section 9 hereof, no amendment or modification
may be adopted without approval by the vote of the holders of a
majority of the Corporation's outstanding stock entitled to vote
thereon which would: 

          (a)  increase the aggregate number of shares which may
be obtained pursuant to options granted under the Plan;

          (b)  change the minimum option price;

          (c)  increase the maximum term of options or stock
appreciation rights provided for herein; or

          (d)  permit the granting of options or stock
appreciation rights to anyone other than an officer or other key
employee of the Corporation or a subsidiary corporation.

     Notwithstanding the above, the Board or the Committee, as
the case may be, may grant to an option holder, if he or she is
otherwise eligible, additional options (with or without stock
appreciation rights) or the Board, with the consent of the option
holder, may grant a new option (with or without a stock
appreciation right) in lieu of an outstanding option (with or
without a stock appreciation right) for a number of shares, at an
option price and for a term which in any respect is greater or
less than that of the earlier option, subject to the general
limitations of Section 5 hereof.

     No option or stock appreciation right may be granted during
any suspension of the Plan or after its termination.  Except as
provided in Section 9 hereof, the amendment, suspension or
termination of the Plan shall not, without the consent of the
option holder, alter or impair any rights or obligations under
any option or stock appreciation right theretofore granted under
the Plan prior to such amendment, suspension or termination,
including any right to acceleration under Section 10.

12.  DATE OF GRANT OF OPTIONS.

     The grant of an option or stock appreciation right pursuant
to the Plan shall take place on the date of the action described
in Section 3 hereof, or at such later date as shall be prescribed
by the Board or the Committee, as the case may be.  In the event
such action is taken by written consent, the action shall be
deemed to be at the date the last member of the Board or the
Committee, as the case may be, signs the consent.

13.  PRIVILEGES OF STOCK OWNERSHIP; PURCHASE FOR INVESTMENT. 

     The holder of an option or stock appreciation right shall
not be entitled to the privilege of stock ownership as to any
shares of stock not actually issued and delivered to such option
holder.  Upon the exercise of an option (or a stock appreciation
right where stock is issued) at a time when there is not in
effect a registration statement under the Securities Act of 1933
relating to the stock issuable upon exercise hereof and available
for delivery a prospectus meeting the requirements of Section
10(a)(3) of said Act, the stock may be issued only if the option
holder represents and warrants in writing to the Corporation that
the shares purchased are being acquired for investment and not
with a view to the distribution thereof.  No shares shall be
purchased upon the exercise of any option or stock appreciation
right unless and until any then applicable requirements of the
Securities and Exchange Commission, the California Corporations
Commissioner, or other regulatory agencies having jurisdiction
and of any exchanges upon which stock of the Company may be
listed shall have been fully complied with.

14.  TAX WITHHOLDING.

     The Corporation and any subsidiary corporation shall have
the right to deduct from any payment hereunder any amounts that
Federal, state, local or foreign tax law requires to be withheld
with respect to such payment.  In the alternative, pursuant to
such rules as the Committee may establish, the option holder or
other person exercising any option or stock appreciation right
may pay such amounts to the Corporation or any subsidiary
corporation in cash or in shares of the Corporation's Common
Stock.  Without limiting the generality of the foregoing, in any
case where it determines that a tax is required to be withheld in
connection with the issuance or transfer of shares of Common
Stock under this Plan, the Corporation or any subsidiary
corporation may, pursuant to such rules as the Committee may
establish, reduce the number of shares so issued or transferred
by such number of shares as the Corporation or any subsidiary
corporation may deem appropriate in its sole discretion to
accomplish such withholding.  Any shares of Common Stock used to
pay such withholding shall be valued on the date as of which the
amount of the tax to be withheld is determined at the closing
price of such stock as reported on the Composite Tape and
published in the Western Edition of The Wall Street Journal.
There is no obligation under this Plan that any option holder be
advised of the existence of any tax or any amount required to be
withheld.

     Notwithstanding any other provision of this Plan, the
Committee may impose such conditions on the payment of any
withholding obligation as may be required to satisfy applicable
regulatory requirements, including, without limitation, Rule
16b-3 promulgated by the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.

15.  TERM OF THE PLAN.

     This Plan shall be effective upon approval thereof by the
vote of the holders of a majority of the Corporation's
outstanding Common Stock entitled to vote thereon.  Unless
previously terminated by the Board, this Plan shall terminate at
the close of business on December 31, 1989, and no options or
stock appreciation rights shall be granted under it thereafter,
but such termination shall not affect any option or stock
appreciation right theretofore granted. 

16.  GOVERNING LAW.

     This Plan and option agreements issued hereunder shall be
governed by, and construed in accordance with, the laws of the
State of California. 

     The following provision was added to the plan by the BAC
Board of Directors on August 7, 1995.  For purposes of this
provision, "BankAmerica" means BankAmerica Corporation and
"Company" means BankAmerica and its subsidiaries collectively.

     Notwithstanding any other provision in the Plan, the
following shall apply in the event of a Change in Control, as
defined below, in BankAmerica: 

     Change in Control means that one of the following events has
occurred: 

          (i)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
BankAmerica (the "Outstanding BankAmerica Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of BankAmerica entitled to vote generally in the
election of directors (the "Outstanding BankAmerica Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from BankAmerica
(ii) any acquisition by BankAmerica, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) below.

          (ii) Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by
BankAmerica's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board.

          (iii)     Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of BankAmerica or its principal
subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding BankAmerica Common Stock and
Outstanding BankAmerica Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 80% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns BankAmerica or all or substantially all of BankAmerica's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the
purposes of this clause (A), any shares of common stock or voting
securities of such resulting corporation received by such
beneficial owners in such Business Combination other than as the
result of such beneficial owners' ownership of Outstanding
BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall
not be considered to be owned by such beneficial owners for the
purposes of calculating their percentage of ownership of the
outstanding common stock and voting power of the resulting
corporation), (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation unless such
Person owned 20% or more of the Outstanding BankAmerica Common
Stock or Outstanding BankAmerica Voting Securities immediately
prior to the Business Combination and (C) at least a majority of
the members of the board of directors of the corporation
resulting from such Business Combination were members of the
Incumbent Board (or, in the case of BankAmerica's principal
subsidiary, the corresponding board of directors) at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination.

          (iv) Approval by the shareholders of BankAmerica of a
complete liquidation or dissolution of BankAmerica.

     (a)  All outstanding stock options and stock appreciation
rights under the Plan shall be immediately exercisable in full if
BankAmerica undergoes a Change in Control.

     (b)  [intentionally left blank]

     (c)  [intentionally left blank]

     (d)  The Company shall have the right to deduct from any
settlement of any stock option or stock appreciation right an
amount sufficient to cover withholding required by law for any
federal, state or local taxes, of to take such other action as
may be necessary to satisfy any such withholding obligation.

     The resolution adding the above provision provided that no
modification, suspension, amendment or termination of the Plan
may be made which would adversely affect the rights of any
employee or former employee under the amendment with respect to
any stock option or stock appreciation right granted under the
Plan prior to the date of such modification, suspension,
amendment or termination.









                                                                 

                   SECURITY PACIFIC CORPORATION
                    PERFORMANCE INCENTIVE PLAN

1.  Purpose

    The Performance Incentive Plan, as adopted in 1973 and
amended from time to time thereafter, is herein called the "Plan"
and is set out in full in this instrument.  The Plan provides a
means of affording an incentive to certain corporate officers and
other key employees of Security Pacific Corporation
("Corporation") and of any entity one-half or more of whose
equity interest is directly or indirectly owned by the
Corporation ("subsidiary") (the Corporation and its subsidiaries
being hereinafter collectively called the "Company") who by their
position, ability and diligence in the performance of future
services to the Company would be able to make important
contributions to the Company's success, and of enabling the
Company to retain such personnel and attract others of the
highest caliber.

2.  Certain Definitions

    (a)  "Award Year" means the fiscal year of the Corporation
in which awards, based on the Company's performance during the
immediately preceding fiscal year, are made under this Plan.

    (b)  "Board of Directors" means the Board of Directors of
the Corporation.

    (c)  "Committee" means the Executive Officers Compensation
and Development Committee of the Board of Directors which shall
consist of members of the Board of Directors, not eligible to
participate in the Plan, who are selected by and serve at the
pleasure of the Board of Directors.

    (d)  "Common Stock" means the Common Stock, $10 par value,
of the Corporation.

    (e)  "Compensation" means base salary, whether deferred or
not, exclusive of overtime pay, bonuses, incentive compensation
and similar payments to a Participant for services rendered,
before reduction on account of any withholding such as income
taxes or Social Security taxes, and excluding, further, health
and welfare payments, moving and relocation reimbursements, 
cost-of-living allowances and all other deferred and fringe benefits.

    (f)  "Consolidated Average Stockholders' Equity" for any
year means the yearly average of consolidated stockholders'
equity of the Corporation and consolidated subsidiaries, as
reported in the Daily Average Consolidated Balance Sheet
published in the Corporation's Annual Report to Stockholders for
the Performance Year.

    (g)  "Consolidated Income" for any year means consolidated
income before securities gains (losses) of the Corporation and
consolidated subsidiaries for the Performance Year.

    (h)  "Participant" means each person participating in the
Plan who has received an award under the Plan or who has been
notified by the Committee as to the availability of the election
provided by Section 9 hereof.

    (i)  "Performance Year" means the fiscal year of the
Corporation, performance of the Company during which is used to
determine the availability of awards under the Plan.

    (j)  "Share Unit" is a measuring unit of a certain type of
award which may be made under the Plan. Each Share Unit is deemed
to be the equivalent of one share of Common Stock and is subject
to adjustment pursuant to the provisions of Section 14 hereof.

3.  Administration of the Plan

    This Plan shall be administered by the Committee, which is
authorized to interpret the terms and provisions of the Plan and
to adopt such rules and regulations for the administration of the
Plan as it may deem advisable.  Without limiting the generality
of the foregoing, and subject to the terms, provisions and
conditions of the Plan, the Committee is hereby authorized to:

    (a)  Select the Participants to be made eligible for awards
under the Plan.

    (b)  Notify all Participants of elections available under
the Plan, and

    (c)  Prescribe the form, which shall be consistent with the
Plan, of the documents, if any, evidencing awards granted under
the Plan.

Any action of the Committee with respect to the administration of
the Plan shall be taken pursuant to a majority vote, or to the
written consent of all of its members.

    Notwithstanding the above, the Committee shall not have the
authority or power to make awards under the Plan.  The Board of
Directors, after consideration of the recommendations of the
Committee, shall determine those Participants who shall receive
awards, and the terms and provisions of such awards, including a
limitation on the number of Share Units or shares of Common Stock
or the amounts of cash or deferred cash awards which may be
elected by all or any of the Participants receiving awards, and
shall grant such awards to such Participants.  A director
eligible to participate in the Plan shall not participate in the
vote on any grant nor in the determination as to whether an award
should be made to such director.

4.  Available Share Units and Common Stock

    The maximum number of Share Units and shares of Common Stock
(which may be treasury shares or shares of the Corporation's
authorized but unissued Common Stock) available from time to time
for grant or delivery under the Plan shall be limited to 373,684
less Share Units or Common Stock theretofore granted, provided,
however, that Share Units granted and the number of Share Units
and shares of Common Stock available for grant shall be adjusted
as provided in Section 14 hereof.

5.  Eligibility

    Awards may be made only to officers and key employees of the
Company who at some time during the Performance Year were full-time 
salaried employees (excluding directors who are not full-time employees).
 While all such employees are eligible to be
considered for the receipt of awards under the Plan, it is
contemplated that only those eligible employees who perform
services of special importance to the Company in the overall
management, growth, development and success of the business will
be selected as Participants.

6.  Certain Limitations on Awards

    Notwithstanding the general availability of awards under
Section 4 hereof the following limitations on awards shall apply
beginning with Performance Year 1981:

    (a)  Awards in any Award year shall in no event exceed 10%
of the amount by which Consolidated Income exceeds 12% of
Consolidated Average Stockholders' Equity.

    (b)  The Committee shall evaluate the quality of the
Company's performance in light of competitive conditions and the
performance of similar financial institutions during the
applicable Performance Year and shall evaluate the performance of
the Participants.  Based upon such evaluation, the Committee
shall recommend, subject to Section 6(a) hereof, whether awards
should be granted and, if so, to what Participants and in what
amounts.  The Board of Directors, after consideration of the
recommendations of the Committee, shall determine what, if any,
awards are to be made.

    (c)  The limitations of this Section 6 shall apply anew in
each Award Year.  There shall be no carryforward to any future
Award Year of the difference between the amount available for
award in a previous Award Year and the amount actually awarded.

7.  Time of Granting of Awards

    The granting of awards pursuant to the Plan shall be as of
the date designated by the Board of Directors at the time of the
Board of Directors' action as described in the second paragraph
of Section 3 hereof and, failing such designation, shall be the
date of such action.  In the event action by the Board of
Directors is taken by unanimous written consent of its members,
the action of the Board of Directors shall be deemed to be as of
the time the last Board member signs the consent.

8.  Nature of Awards

    (a)  Each award made under the Plan shall be in a dollar
amount and each award and the aggregate of all awards shall be
within the limitations set out in Sections 3, 4 and 6 hereof.  An
award may be made in Share Units, Common Stock, or cash, and on a
current Award Year or deferred basis, pursuant to the election of
the Participant descried in Sections 9 and 10 hereof.  Each such
award shall be subject to the following terms and conditions:

    (1)  Each Share Unit shall be paid by the delivery of one
share of Common Stock, subject, however, to the provisions of
Sections 14 and 17 hereof. Share Units awarded and held by a
Participant shall be adjusted where necessary pursuant to Section
14 hereof.

    (2)  For Performance Years prior to 1984, where deferral of
an award payment is elected pursuant to Section 9 hereof, the
Participant shall, at the time of making the election described
in Section 9 hereof, elect to defer payment until one of the
following: (i) on the last business day in March ("Payment Date")
of the fifth calendar year following the Award Year; (ii) on the
Payment Date of the tenth calendar year following the Award Year;
(iii) after termination of employment, such termination of
employment including retirement from service, on the Payment Date
of the calendar year following the later of attainment of age 55
or the fifth calendar year after termination of employment but in
no event later than the Payment Date of the calendar year
following the Participant's attainment of age 65; or (iv) after
termination of employment, in five consecutive annual
installments as nearly equal as practicable, commencing on the
Payment Date described in (iii).

    (3)  Commencing with awards made for Performance Year 1984,
where deferral of an award payment is elected pursuant to Section
9 hereof, the Participant shall, at the time of making the
election described in Section 9 hereof, elect to defer payment
until one of the following: (i) on the Payment Date of any
calendar year so designated by the Participant pursuant to the
limitations set forth in Section 9 hereof; (ii) after termination
of employment, including retirement from service, on the Payment
Date of the calendar year following the later of attainment of
age 55 or the year of termination; or (iii) after termination of
employment, including retirement from service, in five
consecutive annual installments, as nearly equal as practicable,
commencing on the Payment Date described in (ii).

    (4)  Each Participant electing deferral of cash payments
shall, from time to time, have credited to his or her account on
the last day of each calendar quarter commencing on January 1,
1981, an amount equal to interest on the daily balance of the
account calculated at a rate equal to the average daily yield on
U.S. Treasury securities in the preceding calendar quarter as
measured by the 5 year constant maturity series or, if
unavailable, a substantially equivalent series, published by the
Board of Governors of the Federal Reserve System in the Federal
Reserve Statistical Release G. 13 or published in any other
publication.  Deferred cash payments awarded in any year are
deemed held in the Participant's account from the date of grant. 
All interest equivalents which accrue on deferred cash awards
granted prior to Award Year 1985 shall be paid out concurrently
with the deferred cash awards to which they relate.  Commencing
with awards made for Performance Year 1984, where deferral of an
award payment is elected pursuant to Section 9 hereof, the
Participant shall, at the time of making the election described
in Section 9 hereof, elect to receive payment of any interest
equivalents to be earned on any potential deferred cash award on:
(i) the last day of each calendar quarter, or as soon thereafter
as practicable; or (ii) the Payment Date associated with such
deferred cash award.

    (5)  Each Participant electing Share Units shall, from time
to time, have credited to his or her account on the dividend
payment dates for Common Stock an amount equal to the dividends
which would have been paid if he or she had owned a number of
shares of Common Stock equal to the number of Share Units in his
or her account and had owned those shares for the same period of
time as the Share Units were held in that account.  Share Units
awarded in any year are deemed held in the Participant's account
from the date of grant.  Prior to 1984, all dividend equivalents
which accrue on Share Units during any year shall be paid to a
Participant on or before January 31 of the following year, except
that there shall be remitted with a Participant's final payment
of Share Units the dividend equivalents which accrue on said
Share Units during the year of such final payment.  Commencing
January 1, 1984, all dividend equivalents which accrue on Share
Units granted prior to Award Year 1985 shall be paid on the
dividend payment dates for Common Stock, or as soon thereafter as
practicable.  Commencing with awards made for Performance Year
1984, where deferral of an award payment is elected pursuant to
Section 9 hereof, the Participant shall, at the time of making
the election described in Section 9 hereof, elect to receive
payment of any dividend equivalents to be earned on any potential
Share Units on: (i) each dividend payment date for Common Stock,
or as soon thereafter as practicable; or (ii) the Payment Date
associated with such Share Units.  If payment of dividend
equivalents is deferred until the Payment Date described in (ii),
the dividend equivalents shall earn interest equivalents from the
date the dividend equivalents are credited to the Participant's
account.  Interest equivalents shall accrue on the daily balance
of the account calculated at the same rate as that applied to
deferred cash awards.

         (6)  No Participant or any other person shall have any
    interest in any fund or in any specific asset of the Company
    by reason of any deferred cash payment, Share Units,
    interest equivalents or dividend equivalents credited
    hereunder.  There shall be no funding of any benefits which
    may become payable hereunder.  No trust shall be created in
    connection with or by the execution or adoption of the Plan. 
    Any benefits which become payable hereunder shall be paid
    from the general assets of the Corporation.  Nothing in the
    Plan shall be deemed to give any officer or employee of the
    Company any right to participate in the Plan except when
    selected in accordance with the provisions of the Plan.

         (7)  In the event of the death or substantial
    disability (as determined by the Committee) of a Participant
    prior to or following termination of employment, shares of
    Common Stock represented by the Share Units in the
    Participant's account plus dividend equivalents and any
    interest equivalents accrued on said dividend equivalents
    and deferred cash amounts in the Participant's account plus
    interest equivalents accrued thereon as of the date of death
    or such disability shall be paid in one single distribution
    as follows: in the event of the Participant's death, to the
    beneficiary of the Participant as designated in writing to
    the Committee or to the executors or administrators of the
    Participant's estate if no beneficiary shall have been
    designated by the Participant; or in the event of such
    disability, to the Participant or his or her legal
    representative.  Such payment shall be made as soon as
    practicable after such death or disability.

         (8)  A Participant may request in writing that the
    Committee permit early payment for all or part of the Share
    Units or cash credited to his or her account, citing all
    reasons therefor.  The Committee shall either accept or
    reject the request within 60 days after receipt.  The
    Committee shall grant the request only if, in its sole
    discretion, the Committee makes a specific finding that such
    early payment is necessary to avoid a substantial, severe
    and unanticipated hardship to the Participant requesting it.

    (b)  Awards made for Performance Years ending on or before
December 31, 1975 shall be made in the form of Share Units with
the Participant deemed to have elected distribution on
termination of employment in five installments pursuant to
Section 8(a)(2) hereof.  Awards made under the Plan for
Performance Years commencing on January 1 of 1976, 1977, 1978 and
1979, to Participants who, because of commencement of employment
during the Performance Year or other reasons, were unable to make
a timely election pursuant to Section 9 hereof, shall be made in
cash or Share Units, as determined by the Participant's election
pursuant to Section 10(b) hereof, with the Participant deemed to
have elected distribution on termination of employment in five
installments pursuant to Section 8(a)(2) hereof.  Awards made
under the Plan for Performance years commencing on and after
January 1, 1980 to Participants who, because of commencement of
employment during the Performance Year or other reasons were
unable to make a timely election pursuant to Section 9 hereof,
shall be made in cash or Common Stock, as determined by the
Participant's election pursuant to Section 10(a) hereof, with the
Participant deemed to have elected current distribution.  With
respect to Performance Year 1976 only, notice of the election
pursuant to Section 9 hereof shall be given by the Committee
within 30 days following stockholder approval of the Plan and the
Participant's elections shall be made on or before a date
specified by the Committee but, in any event, by June 30, 1976.

9.  Deferral Election

    On or before November 15 of the year immediately preceding
the Performance Year, the Committee shall designate and notify
each employee who the Committee determines shall be eligible for
awards based on the Performance Year.  Each such designated
Participant shall be afforded the election to have his or her
award, if any, paid in the applicable Award Year, deferred
pursuant to Section 8(a) hereof to a time subsequent  to such
Award Year, or to have part of such award paid currently and part
deferred in such permitted proportions as are contained in the
notice of election provided each Participant.  The notice of
election shall in no way be construed as a commitment by the
Committee, the Board of Directors or the Company that awards will
be made for the Performance Year to an individual Participant or
to Participants generally.  Commencing with Performance Year
1984, each such designated Participant who elects to defer an
award shall also be afforded an additional election to have the
interest equivalents and/or dividend equivalents to be accrued on
any such deferred award paid or deferred pursuant to the
provisions of Section 8(a) hereof.  Each Participant shall make
such elections on or prior to December 31 of the year immediately
preceding the Performance Year.  If a Participant's elections are
not received by the specified date, the Participant is deemed to
have elected to defer one half the award plus any dividend
equivalents and/or interest equivalents accrued thereon with
distribution on termination of employment in five annual
installments pursuant to Section 8(a) hereof subject to the
restrictions set forth in Section 3 hereof.

10. Post-Award Election as to Form of Payment

    Upon the grant of awards, if any, by the Board of Directors,
the Committee will promptly notify each Participant of the dollar
amount of the award and of the further election available to take
such award (a) in the form of cash or Common Stock if the
Participant has elected current distribution, or (b) in cash or
Share Units if the election has been made to receive the award on
a deferred basis.  Such election between cash and Share Units or
Common Stock shall be made on the basis of the value of the stock
on the date of grant as determined by the mean of the bid and
asked prices for the Common Stock as supplied by the National
Association of Securities Dealers, Inc., through NASDAQ and
published in the Western Edition of The Wall Street Journal, or
the closing price of such stock as reported on the Composite Tape
and published in the Western Edition of The Wall Street Journal. 
The election between cash and other forms of payment shall be
made in such permitted proportions as are contained in the notice
of election.  The Participant must deliver the election to the
Committee or its designated representative on or before the
fifteenth calendar day following the date of grant.  If election
is not delivered within this period, and subject to any other
limitation on availability of awards which is imposed by the
Board of Directors, the Participant will be deemed to have
elected to receive the award one-half in Common Stock and one-half in 
cash if awards are to be paid currently or one-half in
cash and one-half in Share Units if payment of the award is to be
deferred.  In the event any election would result in credit or
payment of fractional Share Units or shares of Common Stock, the
number of Share Units or shares of Common Stock shall be adjusted
upwards or downwards to the nearest whole number of Share Units
or shares of Common Stock.  Current payment shall be made
promptly after election.  Deferred payments shall be recorded
promptly in a separate unfunded book account for each award to
each Participant.

11. Tax Withholding

    The employer corporation of each Participant shall have the
right to deduct from any payment any sums required by Federal,
state or local tax law to be withheld with respect to such
payment, but, in the alternative, the Participant or other person
receiving such payment may elect to pay such sum to the employer
corporation by delivering written notice of that election to the
Committee or its designated representative not less than 30 nor
more than 60 days prior to payment.  There is no obligation
hereunder that any Participant or other such person be advised of
the existence of the tax or the amount which the employer
corporation will be so required to withhold.

12. Continuation of Employment

    Nothing contained in the Plan (or in any grant pursuant to
the Plan) shall confer upon any employee any right to continue in
the employ of the Company or interfere in any way with the right
of the Company to reduce his or her compensation for the rate in
existence at the time of the granting of an award, but nothing
contained herein or in any award hereunder shall affect any
contractual rights of an employee.

13  Non-Transferability

    Except as specifically provided herein, no interest in or
payment under the Plan shall be transferable by the Participant
otherwise than by will or by the laws of descent and
distribution.

14. Changes in Stock

    If the outstanding shares of Common Stock are changed into,
or exchanged for, a different number or kind of shares or
securities of the Corporation through reorganization, merger,
recapitalization, reclassification, or otherwise, or if the
number of outstanding shares is changed through a stock split,
stock dividend, stock consolidation or otherwise, an appropriate
adjustment shall be made in the number and kind of shares deemed
equivalent to Share Units then credited to the account of any
Participant, and in Share Units and Common Stock remaining
available for grant under this Plan.  No fractional shares of
Common Stock or its equivalent shall be issued under the Plan on
account of any such adjustment which will be made to the nearest
whole share.  In so adjusting Share Units or Common Stock to
reflect such changes, or in determining that no such adjustment
is necessary, the Board of Directors may rely upon the advice of
independent counsel and accountants of the Corporation, and the
determination of the Board of Directors shall be conclusive.

    Upon the dissolution or liquidation of the Corporation, or
upon a reorganization, merger or consolidation of the Corporation
with one or more corporations as a result of which the
Corporation is not the surviving corporation, or upon a sale of
substantially all the property of the Corporation to another
corporation, the Plan shall terminate, and the accounts of
Participants shall be distributed in a single payment on such
date prior to the happening of such event as shall be selected in
the sole discretion of the Board of Directors.

15. Amendment

    The Board of Directors may at any time terminate or from
time to time amend, modify or suspend the Plan; provided, except
as permitted under the provisions of Section 14 hereof, no
amendment or modification may be adopted without approval by the
vote of the holders of a majority of the outstanding Common Stock
entitled to vote thereon which would:

    (a)  Permit the granting of an award to anyone other than an
officer or other key employee of the Company;

    (b)  Permit a determination of the number of Share Units on
a basis other than the value of the Common Stock on the date of
grant;

    (c)  Amend or terminate any of the limitations in Section 4
and 6; or

    (d)  Extend the term of the Plan.

Except as provided in Section 14, the termination, amendment,
modification or suspension of the Plan shall not, without the
consent of the affected Participant, alter, in a manner adverse
to the Participant, rights or obligations under an award
theretofore granted.

16. Governing Law

    The Plan and any awards made hereunder shall be governed by,
and construed in accordance with, the laws of the State of
California.

17. Certain Conditions and Limitations

    A grant or payment of an award may be effected only if the
Committee determines that such grant or payment complies with
applicable securities and other laws and the requirements of any
exchange or exchanges on which the Common Stock may be listed. 
The Company may, but shall not be required to, register or
qualify under applicable securities laws, at the Company's
expense, any or all of the interests in the Plan and shares of
Common Stock awarded or paid pursuant hereto.  The Committee may
impose restrictions on payment and transfer of Common Stock, and
may require, as a condition to grant and payment, representations
and warranties of the Participant. A Participant holding Share
Units under the Plan does not thereby own any Common Stock nor is
he or she entitled to any privilege of stock ownership.

18. Term

    Subject to approval by a majority of the holders of the
outstanding Common Stock of the Corporation, the Plan is effective as 
of January 1, 1973.  No awards shall be made under the Plan for any 
Performance Year ending subsequent to December 31, 1988.



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