BANKAMERICA CORP, S-4, 1994-05-17

BANKAMERICA CORP
S-4, 1994-05-17
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

Continental Bank Corporation
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(Name of Registrant as Specified in its Charter)

Continental Bank Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

4) Proposed maximum aggregate value of transaction:

1Set forth the amount on which the filing fee is calculated and state how it was
determined.

/X/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

$356,311.52

2) Form, Schedule or Registration Statement No.:

Preliminary Proxy Statement pursuant to Section 14(a)

3) Filing Party:

Continental Bank Corporation

4) Date Filed:

March 18, 1994
<PAGE> 2

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

BANKAMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 6025 94-168731
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
</TABLE>

555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104, (415) 622-3530
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

CHERYL SOROKIN
EXECUTIVE VICE PRESIDENT AND SECRETARY
BANKAMERICA CORPORATION
BANK OF AMERICA CENTER
555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104, (415) 622-3530
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:

<TABLE>
<S> <C>
STEVEN D. KRIEG RODNEY R. PECK
BANK OF AMERICA NT & SA PILLSBURY MADISON & SUTRO
LEGAL DEPARTMENT (3017) 235 MONTGOMERY STREET
555 CALIFORNIA STREET SAN FRANCISCO, CA 94104
SAN FRANCISCO, CA 94104 (415) 983-1000
(415) 953-4862
RICHARD S. BRENNAN, ESQ. EDWARD D. HERLIHY, ESQ.
MAYER, BROWN & PLATT WACHTELL, LIPTON, ROSEN & KATZ
190 SOUTH LASALLE STREET 51 WEST 52ND STREET, 33RD FLOOR
CHICAGO, IL 60603 NEW YORK, NY 10019
(312) 701-7300 (212) 403-1207
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

------------------------

CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
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<CAPTION>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE(2)
- --------------------------------------------------------------------------------------------------
Common Stock(3), par value
$1.5625 per share............ 24,000,000 shares Not Applicable Not Applicable $303,307.29
</TABLE>

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- --------------------------------------------------------------------------------

(1) This Registration Statement relates to securities of the Registrant issuable
to holders of Common Stock of Continental Bank Corporation, a Delaware
corporation ("Continental"), in the proposed merger of Continental with
Registrant. Represents the approximate number of shares of Common Stock of
the Registrant to be issued upon the consummation of the merger, based upon
the number of shares of Continental Common Stock outstanding as of May 11,
1994, all as provided in the Restated Agreement and Plan of Merger attached
as Annex A to the attached Proxy Statement-Prospectus.

(2) Pursuant to Rule 457(f), the registration fee was computed on the basis of
the market value of the Continental Common Stock to be exchanged in the
merger, computed in accordance with Rule 457(c) on the basis of the average
of the high and low prices per share of such stock on the New York Stock
Exchange Composite Transactions Tape on May 11, 1994, and, pursuant to Rule
457(f)(3), deducting therefrom the amount of cash to be paid by the
Registrant in connection with the merger. Pursuant to Rule 457(b), the
registration fee has been reduced by the $356,311.52 paid on March 18, 1994
upon the filing under the Securities Exchange Act of 1934 of preliminary
copies of Continental's proxy materials included herein. Therefore, the
registration fee payable upon the filing of this Registration Statement has
been paid in full.

(3) Associated with the Common Stock are Preferred Share Purchase Rights that
will not be exercisable or evidenced separately from the Common Stock prior
to the occurrence of certain events.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 3

BANKAMERICA CORPORATION

CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
LOCATION IN PROXY
FORM S-4 ITEM STATEMENT/PROSPECTUS
---------------------------------------------- -------------------------------------
<S> <C> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................ Outside front cover page of Proxy
Statement-Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus.................................... Available Information; Incorporation
of Certain Documents by Reference;
Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information................. Summary; The Meeting; The Merger;
Certain Considerations with Respect
to the Merger and Operations After
the Merger
4. Terms of the Transaction...................... Summary; The Meeting; The Merger;
Certain Considerations with Respect
to the Merger and Operations After
the Merger; The Merger Agreement;
The Stock Option Agreement;
Description of BAC Capital Stock;
Comparison of Rights of
Stockholders of BAC and
Continental; Other Matters
5. Pro Forma Financial Information............... Summary; Pro Forma Combined Financial
Information
6. Material Contacts with the Company Being
Acquired...................................... Summary; The Merger
7. Additional Information Required for Reoffering
by Persons and Parties Deemed to Be
Underwriters.................................. Inapplicable
8. Interests of Named Experts and Counsel........ Experts; Legal Matters
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................... Inapplicable
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 Registrants... Available Information; Incorporation
of Certain Documents by Reference;
Summary; BankAmerica Corporation;
Pro Forma Combined Financial
Information; Capitalization of
BankAmerica Corporation
11. Incorporation of Certain Information by
Reference..................................... Incorporation of Certain Documents by
Reference
12. Information with Respect to S-2 or S-3
Registrants................................... Inapplicable
13. Incorporation of Certain Information by
Reference..................................... Inapplicable
14. Information with Respect to Registrants Other
Than S-3 or S-2 Registrants................... Inapplicable
</TABLE>
<PAGE> 4

<TABLE>
<CAPTION>
LOCATION IN PROXY
FORM S-4 ITEM STATEMENT/PROSPECTUS
---------------------------------------------- -------------------------------------
<S> <C> <C> <C>
C. INFORMATION ABOUT THE COMPANY
BEING ACQUIRED
15. Information with Respect to S-3 Companies..... Available Information; Incorporation
of Certain Documents by Reference;
Summary; Continental Bank
Corporation; Pro Forma Combined
Financial Information
16. Information with Respect to S-2 or S-3
Companies..................................... Inapplicable
17. Information with Respect to Companies Other
Than S-3 or S-2 Companies..................... Inapplicable
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or
Authorizations are to be Solicited............ Incorporation of Certain Documents by
Reference; Summary; The Meeting;
The Merger
19. Information if Proxies, Consents or
Authorizations are not to be solicited or in
an Exchange Offer............................. Inapplicable
</TABLE>
<PAGE> 5

[CONTINENTAL BANK CORPORATION]

Dear Continental Common Stockholder:

I am pleased to invite you to attend our 1994 Annual Meeting of
Stockholders, which will begin at 10:00 a.m. in the Arthur Rubloff Auditorium of
The Art Institute of Chicago, Columbus Drive and East Monroe Street, Chicago,
Illinois, on Monday, June 27, 1994.

At the meeting, you will be asked to approve the merger of Continental Bank
Corporation into BankAmerica Corporation. As a result of the merger, Continental
common stockholders will have the right to convert their shares into either all
cash or all BankAmerica common shares, subject to the election and allocation
procedures described in the attached Proxy Statement-Prospectus. The actual
number of BankAmerica shares and the amount of cash will be determined based on
a formula set forth in the merger agreement, which takes into consideration (i)
the average of the closing prices per share of BankAmerica common stock as
reported by the New York Stock Exchange for the ten trading days ending on the
tenth calendar day immediately prior to the anticipated effective date of the
merger (such average price is referred to herein as the "Final BAC Stock Price")
and (ii) the total number of shares of Continental common stock outstanding. The
formula will be adjusted if the Final BAC Stock Price is more than $55.84 and is
subject to possible adjustment if the Final BAC Stock Price is less than $36.16,
as described in the attached Proxy Statement-Prospectus. Based on the closing
price of BankAmerica common stock on May 11, 1994 of $45.125, a Continental
common stockholder receiving all cash would receive $37.14 per share and a
Continental common stockholder receiving all stock would receive 0.8230 shares
of BankAmerica common stock for each share of Continental common stock.

THE CONTINENTAL BOARD OF DIRECTORS, BY UNANIMOUS VOTE OF ALL DIRECTORS, HAS
APPROVED THE TERMS OF THE MERGER AGREEMENT AND RECOMMENDS THAT CONTINENTAL
STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER.

Approval of the merger by Continental stockholders requires the approval of
a majority of the outstanding shares of Continental common stock. Continental's
directors and executive officers have indicated that they will vote in favor of
the proposal to approve the merger at the meeting.

You will also vote at the meeting for the election of directors and the
appointment of independent accountants. The directors and the independent
accountants will serve for the ensuing year or until such time as the merger is
effective. The Continental Board of Directors recommends that stockholders vote
FOR the proposed slate of directors and FOR the selection of Price Waterhouse as
independent accountants.

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING. AN ABSTENTION OR FAILURE TO VOTE WILL HAVE
THE SAME EFFECT AS A VOTE AGAINST THE MERGER. ACCORDINGLY, PLEASE COMPLETE,
DATE, SIGN AND RETURN PROMPTLY YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY
ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON IF YOU WISH, EVEN THOUGH YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY.

THE NOTICE OF MEETING AND PROXY STATEMENT-PROSPECTUS DESCRIBING THESE
IMPORTANT MATTERS ARE ATTACHED. IN ADDITION, YOUR ATTENTION IS DIRECTED TO THE
ENCLOSED 1993 ANNUAL REPORT. If you require assistance in completing your proxy
card or have questions about voting procedures or the Proxy
Statement-Prospectus, please feel free to contact Joseph Alaimo, Continental's
Director of Investor Relations, at (312) 828-4764.

THOMAS C. THEOBALD
Chairman
May 20, 1994
<PAGE> 6

CONTINENTAL BANK CORPORATION
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------

To the Stockholders of Continental Bank Corporation:

You are hereby notified that the Annual Meeting of Stockholders of
Continental Bank Corporation will be held in the Arthur Rubloff Auditorium of
The Art Institute of Chicago, Columbus Drive and East Monroe Street, Chicago,
Illinois, on Monday, June 27, 1994 at 10:00 a.m., Chicago time, for the purpose
of considering and voting upon:

1. The approval and adoption of the Restated Agreement and Plan of
Merger, dated as of January 27, 1994, between Continental Bank Corporation
("Continental") and BankAmerica Corporation ("BAC"), including the merger
(the "Merger") of Continental with and into BAC and the transactions
contemplated thereby, including without limitation, certain provisions
benefitting directors, executive officers and employees of Continental;

2. The election of a Board of Directors to serve until the next annual
meeting of stockholders of Continental or, if earlier, the consummation of
the Merger and until their successors are elected and have qualified;

3. The appointment of Price Waterhouse as independent accountants for
the year 1994 or, if earlier, until the consummation of the Merger; and

4. Such other matters as may properly come before the Meeting.

The close of business on May 6, 1994 has been fixed as the record date for
determination of stockholders entitled to notice of and to vote at the Meeting.
A list of such stockholders will be maintained ten days prior to the Meeting at
the office of Continental Bank, National Association, 231 South LaSalle Street,
Chicago, Illinois.

RICHARD S. BRENNAN
Secretary

Chicago, Illinois
May 20, 1994

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PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

THE CONTINENTAL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE AND ADOPT
THE MERGER AGREEMENT AND FOR ITEMS 2 AND 3 ABOVE.
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<PAGE> 7

CONTINENTAL BANK CORPORATION

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 27, 1994
------------------------

BANKAMERICA CORPORATION

PROSPECTUS

This Proxy Statement-Prospectus ("Proxy Statement-Prospectus") is being
furnished to the stockholders of Continental Bank Corporation ("Continental") in
connection with the solicitation of proxies by the Continental Board of
Directors (the "Continental Board") for use at the Annual Meeting of
Stockholders of Continental to be held in the Arthur Rubloff Auditorium of The
Art Institute of Chicago, Columbus Drive and East Monroe Street, Chicago,
Illinois, on Monday, June 27, 1994 at 10:00 a.m., Chicago time, and at any
adjournment or postponement thereof (the "Meeting").

At the Meeting, the stockholders of record of Continental common stock, par
value $4 per share ("Continental Common Stock"), as of the close of business on
May 6, 1994 will consider and vote upon a proposal to approve and adopt a
Restated Agreement and Plan of Merger, dated as of January 27, 1994 (the "Merger
Agreement"), by and between BankAmerica Corporation ("BAC") and Continental and
the transactions contemplated thereby, including without limitation, certain
provisions benefitting directors, executive officers and employees of
Continental, as more fully described herein. A copy of the Merger Agreement is
attached to this Proxy Statement-Prospectus as Annex A. As more fully described
herein, pursuant to the Merger Agreement, Continental will merge into BAC (the
"Merger"), and the shares of Continental Common Stock outstanding at the
effective time of the Merger (other than shares with respect to which appraisal
rights are perfected) will be converted, subject to the election and allocation
procedures described herein, into either (x) a number of shares of common stock
of BAC, par value $1.5625 per share (the "BAC Common Stock"), or (y) an amount
in cash without interest. The number of shares and the amount of cash will be
determined based on a formula set forth in the Merger Agreement which takes into
consideration (i) the average of the closing prices per share of BAC Common
Stock as reported by the New York Stock Exchange, Inc. ("NYSE") on the NYSE
composite transactions tape for the ten consecutive days on which shares of BAC
Common Stock are traded on the NYSE ending on the tenth calendar day immediately
prior to the anticipated effective date of the Merger (the "Determination Date")
(such average price, the "Final BAC Stock Price") and (ii) the total number of
shares of Continental Common Stock outstanding on the Determination Date. The
formula will be adjusted if the Final BAC Stock Price is more than $55.84 (the
"Ceiling Price") and is subject to possible adjustment if the Final BAC Stock
Price is less than $36.16 (the "Floor Price"), all as more fully described
herein. Annex B to this Proxy Statement-Prospectus sets forth the amount of cash
and the number of BAC shares to be issued in the Merger per share of Continental
Common Stock based on various assumed Final BAC Stock Prices and an assumed
total number of shares of Continental Common Stock outstanding on the
Determination Date.

Based on the closing price on the NYSE of BAC Common Stock on May 11, 1994
of $45.125 per share, a Continental common stockholder receiving all cash would
receive $37.14 per share and a Continental common stockholder receiving all
stock would receive 0.8230 shares of BAC Common Stock for each share of
Continental Common Stock. If the Final BAC Stock Price is equal to either the
Floor Price or the Ceiling Price, a Continental common stockholder receiving all
cash would receive $33.41 or $41.59 per share, respectively, and a Continental
common stockholder receiving all stock would receive 0.9239 shares or 0.7449
shares of BAC Common Stock, respectively, for each share of Continental Common
Stock.

Each outstanding share of preferred stock of Continental, other than shares
of Continental Adjustable Rate Cumulative Preferred Stock, Series 2, as to which
appraisal rights are perfected, will be converted in the Merger into one share
of preferred stock of BAC having substantially the same terms.

This Proxy Statement-Prospectus also serves as a prospectus for BAC under
the Securities Act of 1933, as amended (the "Securities Act"), for the issuance
of shares of BAC Common Stock (including the associated preferred share purchase
rights described under "DESCRIPTION OF BAC CAPITAL STOCK -- BAC Common Stock and
Rights" issued with respect to such shares) in the Merger. On May 11, 1994, the
closing prices on the NYSE composite transactions tape of BAC Common Stock and
Continental Common Stock were $45.125 and $35.25, respectively.

At the Meeting, holders of Continental Common Stock will also consider and
vote upon the election of a Board of Directors to serve until the next annual
meeting of stockholders of Continental or, if earlier, the consummation of the
Merger and the appointment of Price Waterhouse to serve as independent
accountants for Continental for the year 1994 or, if earlier, until the
consummation of the Merger. This Proxy Statement-Prospectus and the accompanying
Notice of Annual Meeting and proxy card are first being mailed to Continental
Common Stockholders on or about May 20, 1994.

THE ABOVE MATTERS ARE DISCUSSED IN DETAIL IN THIS PROXY STATEMENT-PROSPECTUS.
THE PROPOSED MERGER IS A COMPLEX TRANSACTION. STOCKHOLDERS ARE STRONGLY URGED
TO READ AND CONSIDER CAREFULLY THIS PROXY STATEMENT-PROSPECTUS IN ITS
ENTIRETY.
------------------------

THE SECURITIES TO BE ISSUED IN THE MERGER HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------

THE DATE OF THIS PROXY STATEMENT-PROSPECTUS IS MAY 20, 1994.
<PAGE> 8

TABLE OF CONTENTS
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PAGE
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<S> <C>
AVAILABLE INFORMATION.................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......... 3
SUMMARY.................................................. 5
The Parties.......................................... 5
The Meeting and Votes Required....................... 5
The Merger........................................... 6
General.......................................... 6
Merger Consideration -- Continental Common
Stock.......................................... 6
Election Procedures.............................. 7
Merger Consideration -- Continental Preferred
Stock.......................................... 8
Recommendation of the Board of Directors......... 8
Opinion of Financial Advisor..................... 9
Regulatory Approvals Required.................... 9
Conditions to the Merger; Termination............ 9
Interests of Certain Persons in the Merger....... 10
Certain Considerations with Respect to the Merger
and Operations after the Merger................ 11
Stock Option Agreement........................... 11
Appraisal Rights................................. 11
Summary of Income Tax Consequences............... 11
Election of Continental Directors and Ratification of
Auditors........................................... 12
Market Price and Dividend Data....................... 12
Summary Historical and Pro Forma Combined Financial
Data............................................... 13
Comparative Per Share Data........................... 17
BANKAMERICA CORPORATION.................................. 18
CONTINENTAL BANK CORPORATION............................. 18
THE MEETING.............................................. 19
General.............................................. 19
Date, Place and Time................................. 19
Record Date.......................................... 19
Votes Required....................................... 19
Voting and Revocation of Proxies..................... 20
Solicitation of Proxies.............................. 20
THE MERGER............................................... 21
Background of the Merger............................. 21
Recommendation of the Board of Directors and Reasons
for the Merger..................................... 23
Opinion of Financial Advisor......................... 25
Summary of Financial Analyses........................ 27
Merger Consideration................................. 29
Election Procedures.................................. 31
Allocation........................................... 32
Effective Time....................................... 33
Conversion of Shares; Procedures for Exchange of
Certificates; Dividends............................ 33
Stock Exchange Listing............................... 34
Dividends............................................ 34
Interests of Certain Persons in the Merger........... 35
Accounting Treatment................................. 37
Certain Federal Income Tax Consequences.............. 38
Effect on Employee Benefit Plans..................... 40
Appraisal Rights..................................... 40
CERTAIN CONSIDERATIONS WITH RESPECT TO THE MERGER AND
OPERATIONS AFTER THE MERGER............................ 44
Management and Operations After the Merger........... 44
Certain Considerations with Respect to the Merger.... 44
THE MERGER AGREEMENT..................................... 44
The Merger........................................... 44
Representations and Warranties of BAC and
Continental........................................ 45
Conditions to Consummation of the Merger............. 46
Conduct of Continental's Business Prior to the
Merger............................................. 47
Additional Agreements................................ 48
Termination.......................................... 50
Amendment and Waiver................................. 51
Expenses............................................. 51

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THE STOCK OPTION AGREEMENT............................... 51
Shares Subject to the Option......................... 51
Adjustment of Number of Shares Subject to the
Option............................................. 51
Exercise of the Option............................... 52
Termination of the Option............................ 53
Repurchase at Option of BAC.......................... 53
Substitute Option.................................... 54
Repurchase of Substitute Option or Shares............ 54
Assignability........................................ 54
Notice of Exercise................................... 54
PRO FORMA COMBINED FINANCIAL INFORMATION................. 55
CAPITALIZATION OF BANKAMERICA CORPORATION................ 66
DESCRIPTION OF BAC CAPITAL STOCK......................... 67
General.............................................. 67
BAC Common Stock and Rights.......................... 67
Outstanding Preferred Stock.......................... 68
BAC Adjustable Rate Preferred Stock, Series 1........ 71
BAC Adjustable Rate Cumulative Preferred Stock,
Series 2........................................... 72
COMPARISON OF RIGHTS OF STOCKHOLDERS OF BAC AND
CONTINENTAL............................................ 74
Special Meetings..................................... 74
Proxies.............................................. 75
Notice of Stockholder Business....................... 75
Notice of Director Nominations....................... 75
Stockholder Meetings................................. 75
Indemnification...................................... 75
Rights Plans......................................... 76
OTHER MATTERS............................................ 76
Regulatory Approvals Required........................ 76
Certain Pending Litigation........................... 77
PRINCIPAL AND OTHER STOCKHOLDERS OF CONTINENTAL.......... 78
ELECTION OF CONTINENTAL DIRECTORS........................ 79
Director Compensation................................ 83
EXECUTIVE OFFICER COMPENSATION........................... 84
Report of Human Resources Committee.................. 84
Summary Compensation Table........................... 87
Option Grants in 1993................................ 88
Aggregated Option/SAR Exercises in 1993 and
Option/SAR Values at Year-End 1993................. 89
Pension Plan......................................... 89
Executive Termination Agreements..................... 90
Reports of Beneficial Ownership...................... 91
STOCK PERFORMANCE GRAPH.................................. 91
CERTAIN TRANSACTIONS..................................... 91
RATIFICATION OF INDEPENDENT ACCOUNTANTS.................. 92
STOCKHOLDER PROPOSALS.................................... 92
EXPERTS.................................................. 92
LEGAL MATTERS............................................ 92
OTHER BUSINESS AT THE MEETING............................ 93
ANNEX A RESTATED AGREEMENT AND PLAN OF MERGER
ANNEX B ILLUSTRATIVE CALCULATIONS OF STOCK
CONSIDERATION, CASH CONSIDERATION AND STOCK
AMOUNT
ANNEX C SECTION 262 OF THE DELAWARE GENERAL CORPORATION
LAW
ANNEX D STOCK OPTION AGREEMENT
ANNEX E FORM OF CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF BAC ADJUSTABLE RATE PREFERRED
STOCK, SERIES 1
ANNEX F FORM OF CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF BAC ADJUSTABLE RATE CUMULATIVE
PREFERRED STOCK, SERIES 2
ANNEX G OPINION OF GOLDMAN, SACHS & CO.
</TABLE>

2
<PAGE> 9

NO PERSON IS AUTHORIZED BY BAC OR CONTINENTAL TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION, OTHER THAN ANY INFORMATION OR REPRESENTATION CONTAINED
IN THIS PROXY STATEMENT-PROSPECTUS, IN CONNECTION WITH THE OFFERING AND THE
SOLICITATION MADE BY THIS PROXY STATEMENT-PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROXY STATEMENT-PROSPECTUS DOES NOT CONSTITUTE THE SOLICITATION
OF A PROXY, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY
SECURITIES, IN ANY JURISDICTION IN WHICH A SOLICITATION OR OFFERING MAY NOT
LAWFULLY BE MADE.

NEITHER THE DELIVERY OF THIS PROXY STATEMENT-PROSPECTUS NOR ANY
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL IMPLY THAT THERE HAS BEEN NO
CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF BAC OR
CONTINENTAL SINCE THE DATE HEREOF.

AVAILABLE INFORMATION

Under the rules and regulations of the Securities and Exchange Commission
(the "SEC"), the solicitation of Continental Common Stockholders to approve the
Merger Agreement and the Merger constitutes an offering of BAC Common Stock to
be issued in conjunction with the Merger. Accordingly, BAC has filed with the
SEC a Registration Statement on Form S-4 (together with any amendments thereto,
the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to such offering. This Proxy
Statement-Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto, certain portions of which have
been omitted as permitted by the rules and regulations of the SEC. Copies of the
Registration Statement are available from the SEC, upon payment of prescribed
rates. Statements contained in this Proxy Statement-Prospectus or in any
document incorporated by reference in this Proxy Statement-Prospectus as to the
contents of any contract or other document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
such other document, each such statement being qualified in all respects by such
reference.

BAC and Continental are each subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, proxy statements, reports and other
information are filed with the SEC by BAC and Continental. Material filed by BAC
and Continental can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's Regional Offices in Chicago (Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511) and in New
York (Seven World Trade Center, 13th Floor, New York, New York 10048), and
copies of such material can be obtained by mail from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such material can be inspected at the offices of
the New York, Pacific and Chicago Stock Exchanges, where BAC Common Stock and
Continental Common Stock are listed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

BAC incorporates herein by reference (a) BAC's Annual Report on Form 10-K
for the year ended December 31, 1993, (b) BAC's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1994, (c) BAC's current reports on Form 8-K
dated January 19, January 27, March 11, March 21, March 29, April 20 and May 12,
1994, (d) the description of BAC Common Stock set forth in the Registration
Statement on Form 8-A dated May 25, 1976 (as amended by Forms 8 dated June 14,
August 18 and September 10, 1976), and (e) the description of BAC's Preferred
Share Purchase Rights set forth in the Registration Statement on Form 8-A dated
April 13, 1988 (as amended by Form 8 dated August 20, 1991). See "DESCRIPTION OF
BAC CAPITAL STOCK."

Continental incorporates herein by reference (a) Continental's Annual
Report on Form 10-K for the year ended December 31, 1993, (b) Continental's
Amendment No. 1 to Annual Report on Form 10-K dated April 29, 1994, (c)
Continental's Amendment No. 2 to Annual Report on Form 10-K dated May 13, 1994,
(d) Continental's Amendment No. 3 to Annual Report on Form 10-K dated May 16,
1994, (e) Continental's

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<PAGE> 10

Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, (f)
Continental's Amendment No. 1 to Quarterly Report on Form 10-Q dated May 12,
1994, (g) Continental's current reports on Form 8-K dated February 7, March 17
and April 1, 1994, and (h) the description of Continental Common Stock contained
in Continental's Registration Statement on Form S-3 dated May 7, 1993.

THIS PROXY STATEMENT-PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS THAT
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THERE WILL BE PROVIDED WITHOUT
CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A PROXY
STATEMENT-PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST OF ANY SUCH
PERSON AND BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS WITHIN ONE BUSINESS
DAY OF RECEIPT OF SUCH REQUEST, A COPY OF ANY OR ALL DOCUMENTS INCORPORATED
HEREIN BY REFERENCE (EXCLUDING EXHIBITS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED THEREIN BY REFERENCE). WITH RESPECT TO DOCUMENTS OF BAC
INCORPORATED HEREIN BY REFERENCE, REQUESTS SHOULD BE DIRECTED TO BANKAMERICA
CORPORATION, CORPORATE SECRETARY'S OFFICE, P.O. BOX 37000, SAN FRANCISCO,
CALIFORNIA 94137 (TELEPHONE (415) 622-3530). WITH RESPECT TO DOCUMENTS OF
CONTINENTAL INCORPORATED HEREIN BY REFERENCE, REQUESTS SHOULD BE DIRECTED TO
CONTINENTAL BANK CORPORATION, INVESTOR RELATIONS, 231 SOUTH LASALLE STREET,
CHICAGO, ILLINOIS 60697 (TELEPHONE (312) 828-4764). IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE MEETING TO WHICH THIS PROXY
STATEMENT-PROSPECTUS RELATES, ANY SUCH REQUEST SHOULD BE MADE BY JUNE 20, 1994.

All reports and definitive proxy or information statements filed by BAC and
Continental pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Proxy Statement-Prospectus and prior to the
termination of the offering of the BAC Common Stock to which this Proxy
Statement-Prospectus relates shall be deemed to be incorporated by reference
into this Proxy Statement-Prospectus from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Proxy Statement-Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference 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 Proxy Statement-Prospectus.

ALL INFORMATION CONTAINED IN THIS PROXY STATEMENT-PROSPECTUS RELATING TO
BAC HAS BEEN SUPPLIED BY BAC, AND ALL INFORMATION RELATING TO CONTINENTAL HAS
BEEN SUPPLIED BY CONTINENTAL. NEITHER BAC NOR CONTINENTAL WARRANTS THE ACCURACY
OR COMPLETENESS OF INFORMATION RELATING TO THE OTHER PARTY.

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<PAGE> 11

SUMMARY

The following is a summary of certain information contained elsewhere in
this Proxy Statement-Prospectus. Reference is made to, and this summary is
qualified in its entirety by, the more detailed information contained elsewhere
in this Proxy Statement-Prospectus, in the attached Annexes and in the documents
incorporated by reference. Stockholders are urged to read carefully this Proxy
Statement-Prospectus and the attached Annexes in their entirety.

THE PARTIES

BankAmerica Corporation ("BAC") and Continental Bank Corporation
("Continental"), through their respective banking and other subsidiaries, each
provides banking and financial services throughout the United States and in
selected overseas markets to customers, including individuals, corporations,
governments and other institutions. BAC is headquartered at 555 California
Street, San Francisco, California 94104, telephone (415) 622-3530. Continental
is headquartered at 231 South LaSalle Street, Chicago, Illinois 60697, telephone
(312) 828-2345. See "BANKAMERICA CORPORATION" and "CONTINENTAL BANK
CORPORATION."

THE MEETING AND VOTES REQUIRED

The annual meeting of the Continental Common stockholders (including any
adjournments or postponements thereof, the "Meeting") will be held on Monday,
June 27, 1994 at 10:00 a.m., Chicago time, in the Arthur Rubloff Auditorium of
The Art Institute of Chicago, Columbus Drive and East Monroe Street, Chicago,
Illinois. Only holders of record of Continental common stock, par value $4 per
share ("Continental Common Stock"), and depositary shares representing
Continental Adjustable Rate Cumulative Preferred Stock, Series 2, $100 stated
value ("Continental Series 2 Preferred Stock"), at the close of business on May
6, 1994 (the "Record Date") will be entitled to notice of the Meeting, and only
holders of record of Continental Common Stock ("Continental Common
Stockholders") at the close of business on the Record Date will be entitled to
vote at the Meeting. At the Meeting, Continental Common Stockholders will be
asked to consider and to vote on (i) the approval and adoption of the Restated
Agreement and Plan of Merger, dated as of January 27, 1994 (the "Merger
Agreement"), by and between BAC and Continental and the transactions
contemplated thereby, (ii) the election of 13 directors to the Continental Board
of Directors (the "Continental Board"), (iii) the ratification of the
appointment of Price Waterhouse as independent accountants for Continental for
the year 1994 and (iv) such other matters as may properly come before the
Meeting.

The consideration and vote by Continental Common Stockholders on the
proposal to approve and adopt the Merger Agreement and the transactions
contemplated thereby is referred to herein as the "vote on the Merger," and the
approval and adoption thereof is referred to as the "approval of the Merger."
The approval of the Merger by the Continental Common Stockholders will
constitute approval and adoption of the Merger Agreement and each of the
transactions contemplated by the Merger Agreement, including, without
limitation, certain provisions benefitting directors, executive officers and
employees of Continental, as more fully described herein. See "THE
MERGER--Interests of Certain Persons in the Merger."

The affirmative vote of the holders of a majority of the outstanding shares
of Continental Common Stock is required for approval of the Merger. Holders of
shares of Continental Preferred Stock are not entitled to vote on any of the
matters to be considered at the Meeting.

As of the Record Date, there were 51,504,036 shares of Continental Common
Stock outstanding, of which 3,470,191 shares or approximately 6.7% were
beneficially owned by directors and executive officers of Continental and their
respective affiliates. The directors and executive officers of Continental have
indicated that they intend to vote the shares of Continental Common Stock held
by them for approval of the Merger. As of the Record Date, trust departments of
BAC subsidiaries held 25,890 shares or approximately 0.05% of the shares of
Continental Common Stock outstanding in a variety of personal and corporate
trust relationships. These trust departments maintained no voting or dispositive
power with respect to 22,590 of such shares, maintained voting but not
dispositive power with respect to 1,000 of such shares, and maintained
dispositive and voting power with respect to 2,300 of such shares. To BAC's best
knowledge, as of the Record Date, directors and executive officers of BAC did
not beneficially own any shares of Continental Common Stock.

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<PAGE> 12

Approval of the Merger by BAC's stockholders is not required.

Directors will be elected by a plurality of the votes of shares of
Continental Common Stock present in person or represented by proxy at the
Meeting. The ratification of the appointment of Price Waterhouse as independent
accountants requires the affirmative vote of the holders of a majority of the
outstanding shares of Continental Common Stock present in person or represented
by proxy at the Meeting and entitled to vote thereon.

For additional information relating to the Meeting, see "THE MEETING,"
"ELECTION OF CONTINENTAL DIRECTORS" and "RATIFICATION OF INDEPENDENT
ACCOUNTANTS."

A Continental Common Stockholder may revoke a proxy at any time before it
is voted by the filing of an instrument revoking the proxy or of a duly executed
proxy bearing a later date with the Corporate Secretary of Continental prior to
or at the Meeting, or by attending the Meeting and voting in person. Attendance
at the Meeting will not by itself constitute revocation of a proxy.

THE MERGER

General. The Merger Agreement provides that Continental will merge into
BAC, with BAC being the surviving entity. See "THE MERGER -- Background of the
Merger."

Merger Consideration -- Continental Common Stock. The Merger Agreement
provides that, at the effective time of the Merger (the "Effective Time") and
subject to the election and allocation procedures provided for therein, each
share of Continental Common Stock outstanding at the Effective Time (other than
shares with respect to which appraisal rights are perfected) will be converted
into either: (i) a number of shares of BAC Common Stock determined as described
below (such number of shares of BAC Common Stock being hereinafter referred to
as the "Stock Consideration"); or (ii) an amount in cash without interest
determined as described below (such cash amount being hereinafter referred to as
the "Cash Consideration"). The actual Stock Consideration and Cash Consideration
will be determined based on a formula, set forth in the Merger Agreement, which
takes into consideration (i) the average of the closing prices per share of BAC
Common Stock as reported on the New York Stock Exchange, Inc. ("NYSE") composite
transactions tape for the ten consecutive days on which shares of BAC Common
Stock are traded on the NYSE (the "Valuation Period") ending on the tenth
calendar day prior to the anticipated Effective Time (the "Determination Date")
(such average price, the "Final BAC Stock Price") and (ii) the total number of
shares of Continental Common Stock outstanding at the Determination Date. A
table is provided in Annex B of this Proxy Statement-Prospectus which sets forth
the amount of cash and BAC Common Stock to be issued in the Merger and the
actual number of shares of BAC Common Stock to be issued in the Merger per share
of Continental Common Stock based upon various assumed Final BAC Stock Prices
and an assumed total number of shares of Continental Common Stock outstanding at
the Determination Date. Based on the closing price on the NYSE of BAC Common
Stock on May 11, 1994 of $45.125 per share, a Continental Common Stockholder
receiving all cash would receive $37.14 per share of Continental Common Stock
and a Continental Common Stockholder receiving all stock would receive 0.8230
shares of BAC Common Stock for each share of Continental Common Stock. If the
Final BAC Stock Price is equal to either the Floor Price or the Ceiling Price, a
Continental Common Stockholder receiving all cash would receive $33.41 or $41.59
per share, respectively, and a Continental Common Stockholder receiving all
stock would receive 0.9239 shares or 0.7449 shares of BAC Common Stock,
respectively, for each share of Continental Common Stock.

As described below, the value of the Stock Consideration to be received for
each share of Continental Common Stock being converted to BAC Common Stock
(basing the value of the Stock Consideration on the Final BAC Stock Price) and
the Cash Consideration to be received for each share of Continental Common Stock
being converted to cash will be equal and will be calculated as follows:

(i) Stock Consideration: a number of shares of BAC Common Stock equal
to the sum of (A) .4158 and (B) the quotient obtained by dividing
$18.375 by the Final BAC Stock Price.

(ii) Cash Consideration: cash equal to the sum of (A) $18.375 and (B)
the product of .4158 and the Final BAC Stock Price.

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<PAGE> 13

No fractional shares of BAC Common Stock will be issued to any Continental
Common Stockholders upon surrender of their certificates representing
Continental Common Stock in connection with the Merger. In lieu thereof,
Continental Common Stockholders will be entitled to a cash payment for
fractional shares.

Under the Merger Agreement, the aggregate number of shares of BAC Common
Stock to be issued in the Merger (the "Stock Amount") is equal to the product of
(x) 0.8152 and (y) 51% of the total number of shares of Continental Common Stock
outstanding at the Determination Date. As set forth in Annex B hereto, the Stock
Amount will be approximately 21,400,000 shares of BAC Common Stock assuming that
there are 51,472,510 shares of Continental Common Stock outstanding at the
Determination Date. Under the Merger Agreement, the Stock Amount (i) will not
change if the Final BAC Stock Price is between $36.16 (the "Floor Price") and
$55.84 (the "Ceiling Price"), (ii) will be adjusted downward if the Final BAC
Stock Price is greater than the Ceiling Price and (iii) is subject to possible
adjustment upward if the Final BAC Stock Price is less than the Floor Price and
if BAC elects to make the per share stock and cash adjustments set forth in the
Merger Agreement.

Under the Merger Agreement, the aggregate cash payable by BAC to
Continental Common Stockholders pursuant to the Merger will equal a fixed amount
regardless of the Final BAC Stock Price (except for immaterial changes due to
rounding) and will vary only according to the total number of shares of
Continental Common Stock outstanding at the Determination Date. For example, if
there are 51,472,510 shares of Continental Common Stock outstanding at the
Determination Date, then the aggregate cash payable by BAC to Continental Common
Stockholders who are to receive cash will equal approximately $946 million.

Under the Merger Agreement, if the Final BAC Stock Price is less than the
Floor Price, Continental will have the ability to terminate the Merger Agreement
prior to the Effective Time unless BAC exercises its option, within five days of
Continental's election to terminate the Merger Agreement, to adjust upward the
Stock Consideration, the Cash Consideration and the Stock Amount. In the event
BAC makes such an adjustment, the Stock Amount will be increased and the Stock
Consideration and the Cash Consideration will be at least equal in value to the
per share stock and cash consideration that would have been received if the
Final BAC Stock Price had been equal to the Floor Price. For example, as
illustrated in Annex B hereto, if the Final BAC Stock Price is $34.00 and this
adjustment is made, then the Cash Consideration will increase from $32.51 per
share to $33.41 per share, the Stock Consideration will increase from 0.9562 to
0.9827 and the Stock Amount will increase from approximately 21,400,000 shares
to approximately 22,760,000 shares. This adjustment will only be made, at BAC's
option, if the Final BAC Stock Price is less than the Floor Price. BAC may
exercise its option to make this adjustment whether or not Continental exercises
its right to terminate the Merger Agreement. See "THE MERGER
AGREEMENT -- Termination."

Under the Merger Agreement, if the Final BAC Stock Price is greater than
the Ceiling Price, then the Cash Consideration, the Stock Consideration and the
Stock Amount will be decreased so that the value of the per share cash and stock
consideration that would be receivable by Continental Common Stockholders will
be the same as if the Final BAC Stock Price were equal to the Ceiling Price. For
example, as set forth in Annex B hereto, if the Final BAC Stock Price is $58.00,
then the Cash Consideration will decrease from $42.49 per share to $41.59 per
share, the Stock Consideration will be reduced to 0.7171 and the Stock Amount
will decrease from approximately 21,400,000 shares to approximately 20,602,000
shares. Under the Merger Agreement, such downward adjustment in the Cash
Consideration, the Stock Consideration and the Stock Amount will automatically
be made if the Final BAC Stock Price is greater than the Ceiling Price.

Election Procedures. Thirty-five days before the anticipated Effective
Time, Chemical Trust Company of California (the "Exchange Agent") will send to
each Continental Common Stockholder who is a stockholder of record as of five
business days prior to such date an election form to be used by each such
Continental Common Stockholder to elect to receive in the Merger either all cash
or all whole shares of BAC

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<PAGE> 14

Common Stock plus cash in lieu of any fractional shares or to make no election
in respect of such holder's shares of Continental Common Stock. Each holder of
at least 10,000 shares of Continental Common Stock who elects to receive the
Stock Consideration or the Cash Consideration in the Merger may also elect to
have such holder's shareholdings divided into blocks of 5,000 shares of
Continental Common Stock with any remaining shares being added to one of the
5,000 share blocks for purposes of the allocation procedures discussed below
under "THE MERGER -- Allocation." Continental Common Stockholders who do not
make such election or who own fewer than 10,000 shares of Continental Common
Stock will have all of their shareholdings treated as a single share block.

Because the number of shares of BAC Common Stock to be issued and the
amount of cash to be paid in the Merger will be fixed under the election and
allocation procedures set forth in the Merger Agreement, the extent to which
such elections will be accommodated will depend upon the respective numbers of
Continental Common Stockholders who elect to receive cash or BAC Common Stock or
who make no election. An election by a Continental Common Stockholder to receive
cash may instead result in receipt of shares of BAC Common Stock (plus cash in
lieu of any fractional share) for some or all of such holder's shares of
Continental Common Stock, or an election by a Continental Common Stockholder to
receive shares of BAC Common Stock may instead result in receipt of cash for
some or all of such holder's shares of Continental Common Stock. Continental
Common Stockholders who do not timely submit properly completed election forms
by 5:00 p.m., eastern standard time, on the twentieth calendar day following,
but not including, the mailing date of the election forms will be deemed to have
made no election as to whether they receive BAC Common Stock or cash in the
Merger. Because the deadline for return of the election forms will occur prior
to the end of the Valuation Period, the Final BAC Stock Price will not be
determined by the time Continental Common Stockholders will be required to
submit their election forms. See "THE MERGER -- Election Procedures" and
" -- Allocation."

BECAUSE THE AGGREGATE NUMBER OF SHARES OF BAC COMMON STOCK AND THE
AGGREGATE AMOUNT OF CASH TO BE EXCHANGED IN THE MERGER WILL BE FIXED UNDER THE
ELECTION AND ALLOCATION PROCEDURES DESCRIBED HEREIN, NO ASSURANCE CAN BE GIVEN
THAT AN ELECTION BY ANY GIVEN CONTINENTAL COMMON STOCKHOLDER WILL BE HONORED
WITH RESPECT TO ANY OR ALL SHARES OF CONTINENTAL COMMON STOCK HELD BY SUCH
HOLDER. THUS, HOLDERS MAY NOT RECEIVE THEIR REQUESTED FORM OF CONSIDERATION. SEE
"THE MERGER--ELECTION PROCEDURES" AND "--ALLOCATION." IN THE EVENT A HOLDER OF
CONTINENTAL COMMON STOCK RECEIVES BOTH BAC COMMON STOCK AND CASH (OTHER THAN
CASH FOR FRACTIONAL SHARES), THE RECEIPT OF SUCH CASH COULD BE SUBJECT TO TAX AS
A DIVIDEND. SEE "THE MERGER -- CERTAIN FEDERAL INCOME TAX CONSEQUENCES."

Because the tax consequences of receiving cash or BAC Common Stock will
differ, Continental Common Stockholders are urged to read carefully the
information set forth under the caption "THE MERGER -- Certain Federal Income
Tax Consequences."

Merger Consideration -- Continental Preferred Stock. At the Effective Time,
each outstanding share of Continental Adjustable Rate Preferred Stock, Series 1,
$50 stated value (the "Continental Series 1 Preferred Stock"), and Continental
Adjustable Rate Cumulative Preferred Stock, Series 2, $100 stated value (the
"Continental Series 2 Preferred Stock," and collectively with the Continental
Series 1 Preferred Stock, the "Continental Preferred Stock"), except for shares
of Continental Series 2 Preferred Stock as to which appraisal rights are
perfected, will be converted, respectively, into one share of BAC Adjustable
Rate Preferred Stock, Series 1, $50 stated value (the "BAC Series 1 Preferred
Stock"), and one share of BAC Adjustable Rate Cumulative Preferred Stock, Series
2, $100 stated value (the "BAC Series 2 Preferred Stock," and together with the
BAC Series 1 Preferred Stock, the "BAC Mirror Preferred"). The BAC Series 1
Preferred Stock and the BAC Series 2 Preferred Stock will have substantially the
same terms as the Continental Series 1 Preferred Stock and the Continental
Series 2 Preferred Stock, respectively. See "DESCRIPTION OF BAC CAPITAL
STOCK -- BAC Adjustable Rate Preferred Stock, Series 1" and "-- BAC Adjustable
Rate Cumulative Preferred Stock, Series 2."

Recommendation of the Board of Directors. The Board of Directors of
Continental, by unanimous vote of all directors, has approved the Merger
Agreement and the transactions contemplated thereby. The Continental Board
believes that the terms of the Merger Agreement are in the best interests of
Continental

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<PAGE> 15

and its stockholders, and recommends that Continental Common Stockholders vote
FOR approval and adoption of the Merger Agreement. See "THE
MERGER -- Recommendation of the Board of Directors and Reasons for the Merger."

Opinion of Financial Advisor. Goldman, Sachs & Co. ("Goldman Sachs") have
delivered their written opinion, dated May 16, 1994, to the Continental Board
that the Stock Consideration and the Cash Consideration to be received by
Continental Common Stockholders pursuant to the Merger Agreement are each fair
to Continental Common Stockholders receiving such consideration. Continental has
agreed to pay Goldman Sachs a fee for their services which is in part contingent
on the consummation of the Merger. See "THE MERGER -- Opinion of Financial
Advisor." The full text of Goldman Sachs' written opinion, dated May 16, 1994,
which sets forth the assumptions made, matters considered and limits on their
review, is attached hereto as Annex G. Continental Common Stockholders are urged
to and should read such opinion in its entirety.

Regulatory Approvals Required. The Merger is subject to the prior approval
of the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board") and the Illinois Commissioner of Banks and Trust Companies (the
"Illinois Commissioner"). BAC submitted applications seeking approval of the
Merger to the Federal Reserve Board and the Illinois Commissioner in April 1994.
Certain aspects of the Merger may require notifications to, or approvals from,
certain other federal authorities and banking or other regulatory authorities in
certain states, as well as in certain of the foreign jurisdictions in which BAC
and Continental currently operate. There can be no assurance that the Federal
Reserve Board, the Illinois Commissioner or any other regulatory authority will
approve or take other required action with respect to the Merger. See "OTHER
MATTERS -- Regulatory Approvals Required."

Conditions to the Merger; Termination. The obligations of BAC and
Continental to consummate the Merger are subject to various conditions,
including, but not limited to, obtaining requisite Continental Common
Stockholder and regulatory approvals, the absence of breaches of representations
and warranties by the other party, authorization for listing (subject to
official notice of issuance) on the NYSE of the additional shares of BAC Common
Stock, the BAC Series 1 Preferred Stock and the depositary shares representing
interests in the shares of the BAC Series 2 Preferred Stock to be issued in
connection with the Merger, and the receipt by Continental of an opinion of
counsel with respect to certain federal income tax consequences of the Merger.
In addition, it will be a condition to the obligations of BAC to consummate the
Merger that there will not be any action taken, or any statute, rule, regulation
or order enacted, entered, enforced or deemed applicable to the Merger, by any
governmental authority which imposes any condition or restriction upon BAC or
its subsidiaries after the Merger which, in BAC's reasonable business judgment,
would be burdensome in the context of the transactions contemplated by the
Merger Agreement (other than such caused by any share repurchase program of
BAC). It will also be a condition to the obligations of BAC that, since the date
of the Merger Agreement, there will have been no material adverse change in the
financial condition, results of operations, businesses, assets or prospects of
Continental or certain of its subsidiaries and, except for matters previously
included in disclosure schedules delivered to BAC, Continental will not be
subject to any pending or threatened legal proceedings or any potential
unasserted claims or liabilities not included in such disclosure schedules
unless BAC has determined, in the exercise of its reasonable business judgment,
that such matters likely would not have, either individually or in the
aggregate, a material adverse effect on Continental (which for purposes of this
condition will be deemed to exist if involving losses, liabilities (which if
contingent could reasonably be expected to result in loss), costs or expenses
exceeding $75 million), except for matters incurred in the ordinary course of
business since January 27, 1994. See "THE MERGER AGREEMENT -- Conditions to
Consummation of the Merger."

The Merger Agreement may be terminated at any time prior to the Effective
Time by the mutual consent of BAC and Continental, or by either party if: (i)
the Federal Reserve Board or the Illinois Commissioner denies approval of the
Merger and such denial becomes final and nonappealable; (ii) the Merger is not
consummated on or before January 27, 1995, unless the failure to consummate the
Merger is due to the failure of the party seeking to terminate the Merger
Agreement to perform its obligations thereunder; (iii) the other party breaches
its obligations in a manner which is material in the context of the transactions
contemplated by the Merger Agreement; or (iv) there shall exist any inaccuracies
or omissions in the representations or

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<PAGE> 16

warranties of the other party contained in the Merger Agreement, the
circumstances as to which either individually or in the aggregate have, or
reasonably could be expected to have, a material adverse effect on such other
party (except that, with respect to any inaccuracies or omissions in the
representations or warranties of Continental, a material adverse effect shall be
deemed to have occurred if involving losses, liabilities (which if contingent
could reasonably be expected to result in loss), costs or expenses of more than
$75 million).

The Merger Agreement may also be terminated at Continental's election if
the Final BAC Stock Price is less than the Floor Price, unless BAC elects to
adjust upward the consideration payable to Continental Common Stockholders.
There are other termination provisions in the Merger Agreement. See "THE MERGER
AGREEMENT -- Termination."

Interests of Certain Persons in the Merger. Certain executive officers and
directors of Continental may receive economic benefits as a result of the Merger
under various benefit plans and employment arrangements and subject to the
fulfillment of conditions specified in such plans and arrangements, which in the
aggregate equal approximately $23,000,000, assuming that all such specified
conditions have been satisfied, including in the case of the termination
arrangements discussed below, that employment of the covered executive officers
has been terminated.

The Merger Agreement provides for, among other things, (i) indemnification
of Continental directors, officers and employees and the maintenance of
directors' and officers' liability insurance by BAC for six years following the
Merger; (ii) the availability of other special BAC severance programs for
eligible Continental employees; (iii) the conversion of stock options held by
certain officers of Continental who have termination agreements with Continental
(Messrs. Higgins, Huber, O'Neill, Sherman, Stocker, Theobald and Thompson) into
options to purchase BAC Common Stock with an extended exercise period following
termination under certain circumstances; and (iv) the conversion of stock
options held by certain other Continental employees into options to purchase BAC
Common Stock with an extended exercise period following termination under
certain circumstances. The Merger will constitute a "change of control" under
the termination agreements of the seven individuals referenced in clause (iii),
with estimated costs aggregating approximately $15,000,000 if triggered after a
change of control, and will accelerate the vesting of all unvested options held
by these officers as well as those held by William M. Goodyear and Michael J.
Murray, executive officers of Continental. Currently, such executives have been
granted options, which will not have vested by August 1, 1994, to purchase
376,667 shares of Continental Common Stock, representing a net aggregate value
of such unvested options to such executives of $5,741,305 assuming a value of
$37.14 per share of Continental Common Stock. For information with respect to
the vested and unvested options as of December 31, 1993 and stock held by such
executives as of the Record Date, see "EXECUTIVE OFFICER
COMPENSATION -- Aggregated Option/SAR Exercises in 1993 and Option/SAR Values at
Year-End 1993" and "PRINCIPAL AND OTHER STOCKHOLDERS OF CONTINENTAL." Certain
additional non-cash benefits to Mr. Theobald for two years after consummation of
the Merger will have an estimated value of $125,000 per year. In addition,
Messrs. Goodyear and Murray will become executive officers of BAC subsidiaries
and will each receive lump sum payments of $1,000,000 in exchange for their
waiver of rights under termination agreements with Continental and will each be
eligible to be included in the severance program to be adopted by BAC pursuant
to the terms of the Merger Agreement.

BAC has agreed to adopt, effective as of the Effective Time, a severance
program covering certain eligible senior officers of Continental and its
subsidiaries under which, among other things, severance payments may be made to
such officers in the event they are terminated as a result of the Merger. BAC
has also agreed to adopt, effective as of the Effective Time, a severance
program covering certain other eligible employees of Continental and its
subsidiaries in the event they are terminated as a result of the Merger. Such
severance programs are subject to certain conditions, limitations and
exceptions. These severance programs will not apply to Continental employees who
are party to termination agreements with Continental other than Messrs. Goodyear
and Murray as described above.

Continental executive officers and directors who own Continental Common
Stock or who hold options to purchase Continental Common Stock will have such
holdings exchanged into the Stock Consideration and/or

10
<PAGE> 17

the Cash Consideration or into rights with respect to BAC Common Stock,
respectively, as a result of the Merger.

See "THE MERGER -- Interests of Certain Persons in the Merger."

Certain Considerations with Respect to the Merger and Operations after the
Merger. For a discussion of certain factors which should be considered by
Continental Common Stockholders in deciding whether to approve and adopt the
Merger Agreement, see "CERTAIN CONSIDERATIONS WITH RESPECT TO THE MERGER AND
OPERATIONS AFTER THE MERGER."

Stock Option Agreement. Following the execution of the Merger Agreement,
Continental, as a condition to, and in consideration for entering into, the
Merger Agreement, granted BAC an option to purchase up to 10,169,000 shares of
Continental Common Stock (the "Option Shares") at an exercise price of $37.50
per share (the "Stock Option").

The Stock Option is exercisable only upon the occurrence of certain events
after execution of the Merger Agreement as set forth in the Stock Option
Agreement entered into between BAC and Continental (the "Stock Option
Agreement"), none of which has occurred as of the date hereof. See "THE STOCK
OPTION AGREEMENT."

Appraisal Rights. Subject to compliance with the procedures set forth in
Section 262 of the Delaware General Corporation Law (the "Delaware Corporation
Law"), the full text of which is attached hereto as Annex C, Continental Common
Stockholders and holders of record of Continental Series 2 Preferred Stock are
entitled to appraisal rights in connection with the Merger. Holders of
Continental Series 1 Preferred Stock are not entitled to appraisal rights in
connection with the Merger. All shares of Continental Series 2 Preferred Stock
are presently held by a depositary pursuant to the terms of the deposit
agreement among Continental, Mellon Bank, N.A., as depositary, and the holders
from time to time of the depositary receipts issued by the depositary
thereunder. A holder of depositary receipts evidencing depositary shares
representing interests in shares of Continental Series 2 Preferred Stock who
wishes to exercise appraisal rights with respect to the Continental Series 2
Preferred Stock underlying such depositary shares must withdraw such shares of
Continental Series 2 Preferred Stock from the depositary in order to become the
record holder of such Continental Series 2 Preferred Stock prior to making a
demand for appraisal. Any demand for appraisal must be made and delivered in
writing to Continental by the record holder prior to the vote on the Merger by
Continental Common Stockholders at the Meeting. Failure to take any of the steps
required under Section 262 of the Delaware Corporation Law on a timely basis may
result in the loss of appraisal rights. See "THE MERGER -- Appraisal Rights."

Summary of Income Tax Consequences. It is a condition to the Merger that
Wachtell, Lipton, Rosen & Katz, special counsel to Continental, deliver an
opinion that, under current federal income tax law and regulations, the Merger
will be treated for federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), that BAC and Continental will each be a party to that reorganization
within the meaning of Section 368(b) of the Code, and that no gain or loss will
be recognized by the stockholders of Continental to the extent they receive BAC
Mirror Preferred, or receive Stock Consideration solely in exchange for shares
of Continental Common Stock (except for cash received (and taxed as capital gain
or loss) in lieu of a fractional share interest in BAC Common Stock). If the
consideration received in the Merger by a Continental Common Stockholder who
owns no Continental Preferred Stock consists entirely of Cash Consideration,
that Continental Common Stockholder should realize and recognize a taxable gain
or loss, represented by the difference between that Continental Common
Stockholder's adjusted basis in the Continental Common Stock surrendered in the
transaction and the amount of cash received. If a Continental Common Stockholder
who owns no Continental Preferred Stock or a holder of Continental Series 2
Preferred Stock who owns no Continental Common Stock, receives cash in the
Merger because the Continental Common Stockholder or the holder of the
Continental Series 2 Preferred Stock exercised and perfected appraisal rights
under Delaware law, gain or loss will be recognized by the stockholder to the
extent of the difference between the amount of cash received and the adjusted
tax basis of the shares of Continental stock surrendered in the transaction.
Unless dividend treatment applies, gain or loss will be a capital gain or loss
if the Continental stock is held as a capital asset; the Code

11
<PAGE> 18

contains limitations on the deductibility of capital losses. No gain or loss
will be recognized by BAC or by Continental in the Merger. For a more complete
description of federal income tax consequences of the Merger, including a
discussion of the consequences of receiving the Stock Consideration and Cash
Consideration in the Merger, see "THE MERGER -- Certain Federal Income Tax
Consequences."

Because of the complexity of the tax laws and the individual nature of the
tax consequences of the Merger to each Continental stockholder, each stockholder
should consult a tax advisor concerning the applicable federal, state, local and
foreign tax consequences of the Merger.

ELECTION OF CONTINENTAL DIRECTORS AND RATIFICATION OF AUDITORS

In addition to voting on the Merger, Continental Common Stockholders will
be asked at the Meeting to elect 13 directors to the Continental Board of
Directors and to ratify the appointment of Price Waterhouse as independent
accountants for Continental for the year 1994. Directors will serve until the
next annual meeting of stockholders of Continental or, if earlier, the
consummation of the Merger and until their successors are duly elected and have
qualified. All nominees have been recommended for election by the Committee on
Directors of the Continental Board.

MARKET PRICE AND DIVIDEND DATA

BAC Common Stock is listed for trading on the NYSE and on the Chicago,
Pacific, London and Tokyo Stock Exchanges, and Continental Common Stock is
listed on the NYSE and on the Chicago, Pacific and London Stock Exchanges.

The following table sets forth, for the periods indicated, the range of
high and low sales prices per share for BAC Common Stock as reported on the NYSE
composite transactions tape as reported in the Western Edition of The Wall
Street Journal and for Continental Common Stock as reported on the NYSE
composite transactions tape. The table also sets forth, for the periods
indicated, the quarterly cash dividends per share paid by BAC and Continental,
respectively, on such shares.

<TABLE>
<CAPTION>
CASH DIVIDENDS
BAC CONTINENTAL PER SHARE OF
COMMON STOCK COMMON STOCK COMMON STOCK
------------------- ------------------- ----------------------
HIGH LOW HIGH LOW BAC CONTINENTAL
------- ------- ------- ------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
1991
First Quarter........ $37.00 $23.13 $13.25 $ 8.25 $0.300 $ 0.250
Second Quarter....... 40.38 35.13 15.25 11.00 0.300 0.250
Third Quarter........ 44.50 33.00 16.00 10.50 0.300 0.150
Fourth Quarter....... 44.75 30.63 11.38 8.00 0.300 0.150
1992
First Quarter........ 46.25 35.38 17.38 9.13 0.325 0.150
Second Quarter....... 49.75 38.13 19.63 15.25 0.325 0.150
Third Quarter........ 46.75 40.25 19.63 15.75 0.325 0.150
Fourth Quarter....... 48.25 40.88 22.00 15.13 0.325 0.150
1993
First Quarter........ 55.50 43.00 28.25 19.50 0.350 0.150
Second Quarter....... 53.88 40.50 28.38 21.38 0.350 0.150
Third Quarter........ 49.13 43.38 27.38 22.88 0.350 0.150
Fourth Quarter....... 47.00 40.63 28.50 23.25 0.350 0.150
1994
First Quarter........ 48.88 38.75 35.50 25.75 0.400 0.150
Second Quarter
(through
May 11, 1994)...... 46.25 38.88 35.63 31.88 0.400 0.150
</TABLE>

12
<PAGE> 19

The following table sets forth the last reported sales prices per share of
BAC Common Stock and Continental Common Stock, reported as described above, on
January 27, 1994, the last trading day before the announcement of the Merger
Agreement, and on May 11, 1994, the latest practicable trading day before the
printing of this Proxy Statement-Prospectus, and equivalent per share prices for
Continental Common Stock based on the BAC Common Stock prices.

<TABLE>
<CAPTION>
BAC CONTINENTAL CONTINENTAL
COMMON STOCK COMMON STOCK PRO FORMA
PRICE PRICE EQUIVALENT(A)
------------- ------------- -------------
<S> <C> <C> <C>
January 27, 1994.......................... $45.750 $27.875 $ 37.40
May 11, 1994.............................. 45.125 35.250 37.14
</TABLE>

- ---------------

(a) Represents the equivalent of one share of Continental Common Stock
calculated by multiplying the BAC Common Stock price at the close of
business on January 27, 1994 and May 11, 1994, respectively, by an implied
exchange ratio that represents the Stock Consideration assuming the Final
BAC Stock Price were equal to such BAC Common Stock prices.

On April 30, 1994, there were approximately 162,484 holders of record of
BAC Common Stock, and on May 6, 1994 there were approximately 8,277 Continental
Common Stockholders.

CONTINENTAL COMMON STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR BAC COMMON STOCK AND CONTINENTAL COMMON STOCK IN CONNECTION WITH
VOTING THEIR SHARES AND MAKING ELECTIONS TO RECEIVE THE STOCK CONSIDERATION OR
THE CASH CONSIDERATION DURING THE ELECTION PERIOD.

Continental Series 1 Preferred Stock and the depositary shares representing
interests in Continental Series 2 Preferred Stock are each listed for trading on
the NYSE. The following table sets forth the high and low sales prices per share
of such stock on the NYSE composite transactions tape on January 27, 1994, the
last trading day before the announcement of the Merger Agreement, and on May 11,
1994, the latest practicable trading day before the printing of this Proxy
Statement-Prospectus.

<TABLE>
<CAPTION>
CONTINENTAL
CONTINENTAL SERIES 2
SERIES 1 PREFERRED STOCK
PREFERRED STOCK DEPOSITARY SHARES
------------------- -------------------
HIGH LOW HIGH LOW
------- ------- ------- -------
<S> <C> <C> <C> <C>
January 27, 1994........................ $50.500 $50.250 $27.375 $27.250
May 11, 1994............................ 50.500 50.250 27.375 27.250
</TABLE>

SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

The following tables set forth (i) consolidated historical summary
financial data for the periods and as of the dates indicated for BAC and its
consolidated subsidiaries and for Continental and its consolidated subsidiaries
and (ii) pro forma combined summary financial data for the periods and as of the
date indicated, giving effect to the Merger as if it had been consummated on
January 1, 1993 for income statement information and on March 31, 1994 for
balance sheet information. Pro forma adjustments made to arrive at the pro forma
combined amounts are based on the purchase method of accounting and a
preliminary allocation of the purchase price. However, changes to the
adjustments included in the pro forma combined financial information set forth
below are expected as evaluations of assets and liabilities are completed and
additional information becomes available. In addition, the results of operations
of Continental subsequent to March 31, 1994 will affect the allocation of the
purchase price. Accordingly, the final pro forma combined amounts will differ
from those set forth below.

The following information should be read in conjunction with and is
qualified in its entirety by the consolidated financial statements and
accompanying notes of BAC and Continental included in the documents described
under "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and the pro forma
combined financial statements and accompanying discussion and notes set forth
under "PRO FORMA COMBINED FINANCIAL INFORMATION." The Pro Forma Combined Summary
Financial Data is intended for informational purposes and is not necessarily
indicative of the future financial position or future results of operations of
the combined company or of the financial position or the results of operations
of the combined company that would have actually occurred had the Merger been in
effect as of the date or for the periods presented.

13
<PAGE> 20

BAC CONSOLIDATED HISTORICAL SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
QUARTER ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER ------------------- ------------------------------------------------------------
SHARE DATA) 1994(A) 1993(A) 1993(A) 1992(A) 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY OF OPERATIONS
Interest income......................... $ 2,813 $ 2,925 $ 11,627 $ 11,613 $ 9,860 $ 10,249 $ 9,559
Interest expense........................ 1,019 1,082 4,186 4,895 5,388 6,097 5,536
-------- -------- -------- -------- -------- -------- --------
Net interest income..................... 1,794 1,843 7,441 6,718 4,472 4,152 4,023
Provision for credit losses............. 125 248 803 1,009 805 905 770
-------- -------- -------- -------- -------- -------- --------
Net interest income after provision for
credit losses......................... 1,669 1,595 6,638 5,709 3,667 3,247 3,253
Noninterest income...................... 1,003 1,089 4,273 3,649 2,408 2,074 1,830
Noninterest expense..................... 1,784 1,835 7,483 6,676 4,202 3,922 3,735
-------- -------- -------- -------- -------- -------- --------
Income before income taxes and
extraordinary credit.................. 888 849 3,428 2,682 1,873 1,399 1,348
Provision for income taxes.............. 375 365 1,474 1,190 749 522 528
-------- -------- -------- -------- -------- -------- --------
Income before extraordinary credit...... 513 484 1,954 1,492 1,124 877 820
Extraordinary credit resulting from
previously unrecognized tax
benefits.............................. -- -- -- -- -- 238 283
-------- -------- -------- -------- -------- -------- --------
Net income.............................. $ 513 $ 484 $ 1,954 $ 1,492(b) $ 1,124 $ 1,115 $ 1,103
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE
Income before extraordinary credit...... $ 1.27 $ 1.19 $ 4.79 $ 4.24(b) $ 4.81 $ 3.85 $ 3.79
Extraordinary credit resulting from
previously unrecognized tax
benefits.............................. -- -- -- -- -- 1.10 1.40
-------- -------- -------- -------- -------- -------- --------
Net income.............................. $ 1.27 $ 1.19 $ 4.79 $ 4.24(b) $ 4.81 $ 4.95 $ 5.19
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
EARNINGS PER COMMON SHARE --
ASSUMING FULL DILUTION
Income before extraordinary credit...... $ 1.26 $ 1.19 $ 4.76 $ 4.21 $ 4.78 $ 3.84 $ 3.74
Extraordinary credit resulting from
previously unrecognized tax
benefits.............................. -- -- -- -- -- 1.10 1.37
-------- -------- -------- -------- -------- -------- --------
Net income.............................. $ 1.26 $ 1.19 $ 4.76 $ 4.21(b) $ 4.78 $ 4.94 $ 5.11
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
STOCK DATA
Dividends declared per common share..... $ 0.40 $ 0.35 $ 1.40 $ 1.30 $ 1.20 $ 1.00 $ 0.60
Book value per common share(c).......... 39.67 36.95 39.58 35.88 30.78 27.21 23.31
Number of common shares outstanding at
period end (in thousands)............. 350,029 354,069 357,912 348,603 218,880 213,364 210,319
CONSOLIDATED BALANCE SHEET DATA(c)
Loans (net of unearned income and
allowance for credit losses).......... $119,961 $121,474 $122,871 $121,788 $ 84,214 $ 82,903 $ 72,530
Total assets............................ 197,212 184,198 186,933 180,646 115,509 110,728 98,764
Deposits................................ 142,589 140,280 141,618 137,883 94,067 92,321 81,186
Long-term debt.......................... 13,828 14,310 13,508 14,326 3,101 2,648 2,699
Subordinated capital notes.............. 606 2,071 607 2,069 1,277 1,283 1,376
Total stockholders' equity.............. 16,863 16,062 17,144 15,488 8,063 6,419 5,534
RETURN ON AVERAGE
Total assets............................ 1.07% 1.06% 1.05% 0.90% 0.99% 1.04% 1.14%
Total stockholders' equity.............. 12.17 12.54 12.00 11.84 15.78 18.68 23.10
AVERAGE TOTAL STOCKHOLDERS' EQUITY TO
AVERAGE TOTAL ASSETS.................. 8.78% 8.46% 8.79% 7.60% 6.25% 5.55% 4.91%
</TABLE>

- ---------------

(a) This financial information reflects the effects of the merger with Security
Pacific Corporation ("SPC") subsequent to its consummation on April 22,
1992.

(b) Earnings and earnings per share were affected by the net effect of
nonrecurring items, including the accrual of restructuring expenses related
to the merger with SPC and a net gain on the sale of the payroll processing
business of Bank of America National Trust and Savings Association. If the
nonrecurring items had been excluded from the results of operations, net
income would have been $1,682 million for the year ended December 31, 1992.
In addition, earnings per common and common equivalent share would have been
$4.85 and earnings per common share, assuming full dilution, would have been
$4.81 for the year ended December 31, 1992.

14
<PAGE> 21

CONTINENTAL CONSOLIDATED HISTORICAL SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
QUARTER ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER ------------------- -------------------------------------------------------
SHARE DATA) 1994 1993 1993 1992 1991 1990 1989
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY OF OPERATIONS
Interest income.......................... $ 276 $ 297 $ 1,121 $ 1,301 $ 1,839 $ 2,634 $ 2,835
Interest expense......................... 168 174 657 812 1,352 2,136 2,295
------- ------- ------- ------- ------- ------- -------
Net interest income...................... 108 123 464 489 487 498 540
Provision for credit losses.............. 30 56 181 125 340 118 44
------- ------- ------- ------- ------- ------- -------
Net interest income after provision for
credit losses.......................... 78 67 283 364 147 380 496
Noninterest income....................... 144 144 640 475 477 436 452
Noninterest expense...................... 156 151 683 597 680 722 652
------- ------- ------- ------- ------- ------- -------
Income (loss) from continuing operations
before income taxes and cumulative
effect of accounting change............ 66 60 240 242 (56) 94 296
Provision (credit) for income taxes...... 3 (1) (18) 20 17 6 10
------- ------- ------- ------- ------- ------- -------
Income (loss) from continuing
operations............................. 63 61 258 222 (73) 88 286
Loss from business held for sale......... -- -- -- -- (3) (13) (139)
------- ------- ------- ------- ------- ------- -------
Income (loss) before cumulative effect of
accounting change...................... 63 61 258 222 (76) 75 147
Cumulative effect of accounting change
for income taxes....................... -- 80 80 -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income (loss)........................ $ 63 $ 141 $ 338 $ 222 $ (76) $ 75 $ 147
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------
EARNINGS PER COMMON AND COMMON EQUIVALENT
SHARE
Income (loss) from continuing operations
and before cumulative effect of
accounting change...................... $ 1.02 $ 0.96 $ 4.12 $ 3.44 $ (2.03) $ 0.95 $ 4.64
Loss from business held for sale......... -- -- -- -- (0.05) (0.25) (2.58)
Income from cumulative effect of
accounting change...................... -- 1.44 1.47 -- -- -- --
------- ------- ------- ------- ------- ------- -------
Income (loss)............................ $ 1.02 $ 2.40 $ 5.59 $ 3.44 $ (2.08) $ 0.70 $ 2.06
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------
STOCK DATA
Dividends declared per common share...... $ 0.15 $ 0.15 $ 0.60 $ 0.60 $ 0.80 $ 1.00 $ 0.85
Book value per common share(a)........... 30.02 26.33 30.01 24.06 20.89 23.73 24.01
Number of common shares outstanding at
period end (in thousands).............. 51,473 53,874 50,814 53,699 53,767 49,687 49,687
CONSOLIDATED BALANCE SHEET DATA(b)
Loans (net of unearned income and
allowance
for credit losses)..................... $11,394 $11,931 $11,401 $12,074 $13,471 $15,042 $15,314
Total assets............................. 22,760 22,008 22,601 22,467 24,008 27,143 29,549
Deposits................................. 12,869 13,223 13,542 14,144 15,735 16,098 17,176
Long-term debt........................... 1,190 1,076 1,168 980 983 917 1,103
Total stockholders' equity............... 1,934 1,810 1,923 1,688 1,512 1,665 1,680
RETURN ON AVERAGE(c)
Total assets............................. 1.16% 1.13% 1.20% 1.01% (0.30)% 0.30% 0.97%
Total stockholders' equity............... 13.14 14.43 14.12 13.94 (4.55) 5.29 16.93
AVERAGE TOTAL STOCKHOLDERS' EQUITY TO
AVERAGE TOTAL ASSETS................... 8.86% 8.16% 8.52% 7.23% 6.52% 5.60% 5.75%
</TABLE>

- ---------------

(a) Assumed conversion of Junior Perpetual Convertible Preferred Stock
outstanding until it was converted to common stock in June 1991.

(b) As of period end.

15
<PAGE> 22

PRO FORMA COMBINED SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 1994 YEAR ENDED DECEMBER 31, 1993
---------------------------------------- ----------------------------------------
(DOLLAR AMOUNTS IN HISTORICAL HISTORICAL
MILLIONS, ------------------------ PRO FORMA ------------------------ PRO FORMA
EXCEPT PER SHARE DATA) BAC CONTINENTAL COMBINED(A) BAC CONTINENTAL COMBINED(A)
-------- ----------- ----------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY OF
OPERATIONS
Interest income........... $ 2,813 $ 276 $ 3,090 $ 11,627 $ 1,121 $ 12,722
Interest expense.......... 1,019 168 1,180 4,186 657 4,775
-------- ----------- ----------- -------- ----------- -----------
Net interest income....... 1,794 108 1,910 7,441 464 7,947
Provision for credit
losses.................. 125 30 155 803 181 984
-------- ----------- ----------- -------- ----------- -----------
Net interest income after
provision for credit
losses.................. 1,669 78 1,755 6,638 283 6,963
Noninterest income........ 1,003 144 1,147 4,273 640 4,913
Noninterest expense....... 1,784 156 1,946 7,483 683 8,203
-------- ----------- ----------- -------- ----------- -----------
Income from continuing
operations before income
taxes................... 888 66 956 3,428 240 3,673
Provision for (benefit
from) income taxes...... 375 3 399 1,474 (18) 1,571
-------- ----------- ----------- -------- ----------- -----------
Income from continuing
operations.............. $ 513 $ 63 $ 557 $ 1,954 $ 258 $ 2,102
-------- ----------- ----------- -------- ----------- -----------
-------- ----------- ----------- -------- ----------- -----------
EARNINGS PER COMMON AND
COMMON EQUIVALENT
SHARE................... $ 1.27 $ 1.02 $ 1.33(c) $ 4.79 $ 4.12(b) $ 4.96(c)
EARNINGS PER COMMON SHARE
-- ASSUMING FULL
DILUTION................ $ 1.26 N/A $ 1.31 $ 4.76 N/A $ 4.89
STOCK DATA
Dividends declared per
common share............ $ 0.40 $ 0.15 $ 0.40 $ 1.40 $ 0.60 $ 1.40
Book value per common
share at period end..... 39.67 30.02 40.02 39.58 30.01 N/A
Average number of common
and common equivalent
shares outstanding (in
thousands).............. 357,569 53,800 368,040(c) 357,680 54,414 368,151(c)
CONSOLIDATED BALANCE SHEET
DATA (AT PERIOD END)
Loans (net of unearned
income and allowance for
credit losses).......... $119,961 $11,394 $ 131,343
Total assets.............. 197,212 22,760 219,711
Deposits.................. 142,589 12,869 155,591
Long-term debt and
subordinated capital
notes................... 14,434 1,190 15,681
Total stockholders'
equity.................. 16,863 1,934 18,096
</TABLE>

- ---------------

(a) Adjustments necessary to arrive at the pro forma combined data are described
in the Notes to the Pro Forma Combined Financial Information. Such
adjustments and, therefore, the pro forma combined amounts are subject to
change.

(b) Based on income from continuing operations.

(c) Pro forma combined earnings per common and common equivalent share is based
on pro forma combined income from continuing operations less preferred stock
dividends and the pro forma combined average number of common and common
equivalent shares outstanding and is not necessarily indicative of actual
earnings per share presently or in the future. The pro forma combined
average number of shares outstanding consists of the average number of BAC
historical common and common equivalent shares outstanding and approximately
10,471,000 shares of newly issued BAC Common Stock. BAC expects to
repurchase approximately $500 million in market value of BAC Common Stock
prior to the Effective Time and the pro forma combined average number of
shares outstanding reflects this repurchase. During the quarter ended March
31, 1994, BAC repurchased 8,161,000 shares of its common stock on the open
market for $345 million. Subsequent to March 31, 1994, BAC repurchased on
the open market the remaining $155 million of BAC Common Stock.

N/A -- Not applicable.

16
<PAGE> 23

COMPARATIVE PER SHARE DATA

The following table sets forth for BAC Common Stock and Continental Common
Stock certain historical, pro forma combined and pro forma equivalent per share
financial information for the quarter ended March 31, 1994 and for the year
ended December 31, 1993. The pro forma combined amounts included in the table
below are based on the purchase method of accounting and a preliminary
allocation of the purchase price. However, changes to the adjustments included
in the pro forma combined financial information set forth below are expected as
evaluations of assets and liabilities are completed and additional information
becomes available. In addition, the operations of Continental subsequent to
March 31, 1994 will affect the allocation of the purchase price. Accordingly,
the final pro forma combined amounts will differ from those set forth below. The
following information should be read in conjunction with and is qualified in its
entirety by the consolidated financial statements and accompanying notes of BAC
and Continental included in the documents described under "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE" and the pro forma combined financial statements
and accompanying discussion and notes set forth under "PRO FORMA COMBINED
FINANCIAL INFORMATION."

<TABLE>
<CAPTION>
QUARTER ENDED YEAR ENDED
MARCH 31, 1994 DECEMBER 31, 1993
-------------- -----------------
<S> <C> <C>
BAC COMMON STOCK
Income per common and common equivalent share:
Historical................................. $ 1.27 $ 4.79
Pro forma combined......................... 1.33 4.96
Dividends per common share:
Historical................................. 0.40 1.40
Pro forma combined......................... 0.40 1.40
Book value per common share at period end:
Historical................................. 39.67 39.58
Pro forma combined......................... 40.02 N/A
CONTINENTAL COMMON STOCK
Income per common share:
Historical(a).............................. $ 1.02 $ 4.12
Pro forma equivalent(b).................... 1.09 4.08
Dividends per common share:
Historical................................. 0.15 0.60
Pro forma equivalent(b).................... 0.33 1.15
Book value per common share at period end:
Historical................................. 30.02 30.01
Pro forma equivalent(b).................... 32.94 N/A
</TABLE>

- ---------------

(a) Based on income from continuing operations.

(b) Amounts are calculated by multiplying the BAC pro forma combined amounts by
an implied exchange ratio of 0.8230. This ratio represents the Stock
Consideration assuming for purposes of these calculations that the Final BAC
Stock Price will be equal to the BAC Common Stock price at the close of
business on May 11, 1994.

N/A -- Not applicable

17
<PAGE> 24

BANKAMERICA CORPORATION

BAC is a bank holding company registered under the Bank Holding Company Act
of 1956, as amended (the "BHCA"), and was incorporated in the State of Delaware
in 1968. At March 31, 1994, BAC including its consolidated subsidiaries was the
second largest bank holding company in the United States, based on total assets
of $197.2 billion.

Bank of America National Trust and Savings Association, a national banking
association ("Bank of America"), became a subsidiary of BAC in 1969. Bank of
America began business in San Francisco, California as the Bank of Italy in 1904
and adopted its present name in 1930. The capital stock of Bank of America is
the principal asset of BAC.

On April 22, 1992, Security Pacific Corporation ("SPC") was merged with and
into BAC. SPC's principal subsidiary, Security Pacific National Bank, was also
merged with and into Bank of America on that date.

BAC also owns all of the capital stock of Seafirst Corporation, a
registered bank holding company ("Seafirst"), the principal asset of which is
the capital stock of Seattle-First National Bank ("SFNB"). SFNB is a national
banking association headquartered in the State of Washington. BAC acquired
Seafirst in 1983.

In addition to the merger with SPC, BAC has expanded its presence in the
western United States through several acquisitions beginning in 1989. As of
March 31, 1994, BAC's subsidiaries operate retail bank branches in Alaska,
Arizona, Hawaii, Idaho, Nevada, New Mexico, Oregon and Texas, in addition to
California and Washington.

BAC, through its various subsidiaries, provides a diversified range of
financial services to its customers. BAC, primarily through Bank of America and
its other domestic banking subsidiaries, provides consumer banking services
(including residential real estate and other consumer loans, deposit and
investment services and credit card products and services) and other retail
banking services.

BAC, through its banking and other subsidiaries, provides wholesale banking
and financial products and services throughout the United States and in overseas
markets to business customers, including corporations, middle market companies,
governments and other institutions. These products and services encompass
corporate lending, business finance, leasing, cash management services, trade
finance and investment banking services, including interest rate risk and
foreign exchange management products, capital markets products and advisory and
venture capital services.

BAC's principal executive offices are located at 555 California Street, San
Francisco, California 94104 (telephone (415) 622-3530).

For additional information relating to BAC and the combined company that
would result from the Merger, see "THE MERGER," "CERTAIN CONSIDERATIONS WITH
RESPECT TO THE MERGER AND OPERATIONS AFTER THE MERGER" and "PRO FORMA COMBINED
FINANCIAL INFORMATION."

CONTINENTAL BANK CORPORATION

Continental is a bank holding company registered under the BHCA, the
principal asset of which is all of the outstanding stock of Continental Bank,
National Association, a national banking association ("Continental Bank").
Continental was incorporated in the State of Delaware in November 1968, and
Continental Bank became its wholly owned subsidiary in March 1969. Continental
Bank (and its predecessors) have been in business for more than 135 years. It is
expected that, upon consummation of the Merger, Continental Bank, which will
then be a wholly owned subsidiary of BAC, will be renamed "Bank of America
Illinois."

Continental engages in four principal activities: (i) business financing,
providing credit in almost every form and helping customers access external debt
markets; (ii) specialized financial and operating services, including cash
management, financial risk-management, trust, investment and private banking
services; (iii) trading in investment, foreign-exchange and risk-management
instruments, for customers and its own account; and (iv) equity finance and
investing, as both principal and arranger.

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Continental's principal executive offices are located at 231 South LaSalle
Street, Chicago, Illinois 60697 (telephone (312) 828-1614).

For additional information relating to Continental and the combined company
that would result from the Merger, see "THE MERGER," "CERTAIN CONSIDERATIONS
WITH RESPECT TO THE MERGER AND OPERATIONS AFTER THE MERGER" and "PRO FORMA
COMBINED FINANCIAL INFORMATION."

THE MEETING
GENERAL

This Proxy Statement-Prospectus is being furnished to Continental Common
Stockholders in connection with the solicitation of proxies by the Continental
Board for use at the Meeting to vote on the Merger, to elect the Continental
Board to serve until the next annual meeting of stockholders of Continental or,
if earlier, the consummation of the Merger and until their successors are duly
elected and have qualified, to ratify the selection of Price Waterhouse as
Continental's independent public accountants for 1994, and to transact such
other business as may properly come before the Meeting or any adjournments or
postponements thereof. Each copy of this Proxy Statement-Prospectus mailed to
Continental Common Stockholders is accompanied by a form of proxy for use at the
Meeting. Holders of shares of Continental Preferred Stock are not entitled to
vote on any of the matters expected to be presented at the Meeting.

This Proxy Statement-Prospectus is also furnished by BAC to Continental
Common Stockholders as a prospectus in connection with the shares of BAC Common
Stock to be issued upon consummation of the Merger.

DATE, PLACE AND TIME

The Meeting will be held in the Arthur Rubloff Auditorium of The Art
Institute of Chicago, Columbus Drive and East Monroe Street, Chicago, Illinois,
at 10:00 a.m., Chicago time, on Monday, June 27, 1994.

RECORD DATE

The Continental Board has fixed the close of business on May 6, 1994 as the
record date for the determination of Continental Common Stockholders entitled to
receive notice of and to vote at the Meeting (the "Record Date").

VOTES REQUIRED

As of the Record Date, there were outstanding 51,504,036 shares of
Continental Common Stock. A quorum for the Meeting requires the presence in
person or by proxy of holders of a majority of the outstanding shares of
Continental Common Stock.

The Merger. Approval and adoption of the Merger Agreement by Continental
Common Stockholders requires the affirmative vote of a majority of the
outstanding shares of Continental Common Stock. Holders of shares of Continental
Preferred Stock are not entitled to vote on the matters to be considered at the
Meeting. Abstentions and failures to vote (including broker non-votes) will have
the same effect as a vote against the Merger.

Election of Directors. Directors will be elected by a plurality of the
votes of shares of Continental Common Stock present in person or represented by
proxy at the Meeting with the result that abstentions and failures to vote
(including broker non-votes) will not affect the outcome of the election.

Ratification of Accountants. The ratification of the appointment of Price
Waterhouse as independent accountants requires the affirmative vote of the
holders of a majority of the outstanding shares of Continental Common Stock
present in person or represented by proxy at the Meeting and entitled to vote
thereon. Abstentions will have the same effect as a vote against the
ratification of the appointment, while broker non-votes will not affect this
outcome.

Share Ownership. Continental's directors and executive officers and their
respective affiliates, who beneficially own 3,470,191 shares or approximately
6.7% of the shares of Continental Common Stock

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<PAGE> 26

outstanding as of the Record Date, have indicated that they intend to vote their
shares for approval and adoption of the Merger Agreement. As of the Record Date,
Continental's subsidiaries held 2,793,681 shares or approximately 5.4% of the
shares of Continental Common Stock in various fiduciary, representative and
custodial capacities. Such shares will be voted in accordance with the governing
agreements and applicable law.

As of the Record Date, BAC beneficially owned no shares of Continental
Common Stock. Trust departments of BAC subsidiaries held 25,890 shares or
approximately 0.05% of the shares of Continental Common Stock outstanding in a
variety of personal and corporate trust relationships. Such shares will be voted
in accordance with the governing agreements and applicable law. To BAC's best
knowledge, as of the Record Date, directors and executive officers of BAC did
not beneficially own any shares of Continental Common Stock.

VOTING AND REVOCATION OF PROXIES

Shares of Continental Common Stock represented by a proxy properly signed
and received at or prior to the Meeting, unless subsequently revoked, will be
voted in accordance with the instructions thereon. IF A PROXY IS SIGNED AND
RETURNED WITHOUT INDICATING ANY VOTING INSTRUCTIONS, THE SHARES OF CONTINENTAL
COMMON STOCK REPRESENTED BY THE PROXY WILL BE VOTED FOR THE PROPOSAL TO APPROVE
THE MERGER, FOR THE ELECTION OF THE 13 DIRECTORS NAMED THEREIN AND FOR THE
RATIFICATION OF PRICE WATERHOUSE AS CONTINENTAL'S INDEPENDENT ACCOUNTANTS FOR
1994. Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before the proxy is voted by the filing of an instrument
revoking it or of a duly executed proxy bearing a later date with the Corporate
Secretary of Continental prior to or at the Meeting, or by voting in person at
the Meeting. All written notices of revocation and other communications with
respect to revocation of Continental proxies should be addressed to: Continental
Bank Corporation, 231 South LaSalle Street, Chicago, Illinois 60697, Attention:
Corporate Secretary. Attendance at the Meeting will not in and of itself
constitute a revocation of a proxy.

The Continental Board is not aware of any business to be acted upon at the
Meeting other than as described herein. If, however, other matters are properly
brought before the Meeting, including any adjournments or postponements thereof,
the persons appointed as proxies will have discretion to vote or act thereon
according to their best judgment, except that properly executed proxies voted
against the Merger will not be voted for any such adjournment or postponement.
The grant of a proxy will also confer discretionary authority on the persons
named in the proxy to vote on matters incident to the conduct of the Meeting.

THE CONTINENTAL BOARD OF DIRECTORS, BY UNANIMOUS VOTE OF ALL DIRECTORS,
APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AS BEING
IN THE BEST INTERESTS OF CONTINENTAL AND ITS STOCKHOLDERS. THE CONTINENTAL BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CONTINENTAL COMMON STOCKHOLDERS VOTE
FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

CONTINENTAL COMMON STOCKHOLDERS SHOULD NOT SEND STOCK CERTIFICATES WITH
THEIR PROXY CARDS. IF THE MERGER IS APPROVED, AN ELECTION FORM WITH INSTRUCTIONS
WITH RESPECT TO THE SURRENDER OF CONTINENTAL COMMON STOCK CERTIFICATES WILL BE
MAILED TO EACH CONTINENTAL COMMON STOCKHOLDER 35 DAYS BEFORE THE ANTICIPATED
EFFECTIVE TIME.

SOLICITATION OF PROXIES

In addition to solicitation by mail, directors, officers and employees of
Continental, who will not be specifically compensated for such services, may
solicit proxies from Continental Common Stockholders personally or by telephone
or telegram or other forms of communication. Brokerage house nominees,
fiduciaries and other custodians will be requested to forward soliciting
materials to beneficial owners and will be reimbursed for their reasonable
expenses incurred in doing so.

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<PAGE> 27

In addition, Continental has retained Morrow & Co., Inc. to assist in the
solicitation of proxies from its stockholders. The fees to be paid to such firm
for such services by Continental are not expected to exceed $8,000 plus
reasonable expenses.

THE MERGER
BACKGROUND OF THE MERGER

Since 1987, Continental has accomplished a comprehensive restructuring to
maintain and enhance its financial position and profitability in the face of
changing conditions in the banking and financial services industries, the
particular challenges facing Continental relating to its financial difficulties
in the mid-1980s and the circumstances it has faced thereafter. Continental has
developed new businesses (such as asset-based lending) and skills (such as
corporate finance advisory services), exited or reduced underperforming lines of
business (such as European corporate finance) and recognized, addressed and
resolved substantial amounts of problem assets. In recent years, Continental has
continued to sharpen its focus on servicing the needs of corporate customers and
on improving its marketing and credit administration practices while
streamlining and simplifying its operations. Continental improved the stability
of its funding by increasing medium-and long-term funding to $4.8 billion in
1993 from $1.5 billion in 1987, while reducing its total assets by $7.5 billion
to $22.6 billion at year-end 1993. Despite this significant reduction in assets,
from 1987 to 1993 Continental's revenues increased 26% from $876 million to $1.1
billion, while operating expenses rose 5% from $645 million to $683 million;
income from continuing operations (and before special provisions in 1987)
increased from $193 million to $258 million; its ratio of operating expenses to
total revenues improved from 74% to 56%, while revenues per employee increased
from $108,000 to $262,000. Continental's ratio of equity to assets increased
from 4.5% at year-end 1987 to 8.5% at year-end 1993. The allowance for loan
losses equaled 2.8% of loans at year-end 1993, up from 1.3% at year-end 1987.
See "SUMMARY -- Summary Historical and Pro Forma Combined Financial
Data -- Continental Consolidated Historical Summary Financial Data."

Despite the significant progress made by Continental in recent years,
developments in the financial services industry combined with specific
challenges particular to Continental led the management and the Continental
Board to consider, from time to time, several strategic alternatives aimed at
enhancing stockholder value, including: (i) continuing to operate Continental as
configured, coupled with ongoing efforts to improve operating performance, (ii)
changing the mix of Continental's core businesses through internal growth and/or
acquisitions, and (iii) a business combination between Continental and a
strategic acquiror. In addition to earlier considerations of these alternatives,
the Continental Board evaluated these and related matters, including a possible
strategic alliance between Continental and its stockholders and a strategically
positioned acquiror, at meetings held in September and October of 1993. No
determination to proceed with any of these alternatives occurred at this time.

Continental's financial advisor, Goldman Sachs, has also reviewed with
Continental from time to time valuation information regarding Continental on a
stand-alone basis and the feasibility of business combination transactions by or
with Continental. As part of Continental's exploration of strategies to maximize
shareholder value, Continental's senior management has had preliminary contacts
from time to time with selected banking organizations believed to be potentially
interested in business combination transactions.

Beginning in mid-1993 and continuing during the fall of 1993, Continental's
senior management held exploratory discussions concerning a combination
transaction with several of these organizations (including BAC) that were deemed
most likely to be interested in such a transaction, based on earlier contacts
and other information obtained by management and Goldman Sachs; in addition,
Goldman Sachs had exploratory discussions with certain of these organizations.
The exploratory discussions with BAC included discussions of potential
transaction structures, an exchange and review of information about both parties
and a consideration of a variety of other matters, but no specific transaction
was proposed.

In October 1993, as part of its periodic strategic review, the Continental
Board reviewed the challenges facing Continental and discussed in general terms
Continental's alternatives in addressing them. In addition, as part of
Continental's continued, long-term efforts to reduce expenses, the Continental
Board authorized management to begin the process of converting its principal
subsidiary, Continental Bank, from a national banking association to an Illinois
state-chartered bank.

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<PAGE> 28

On December 13, 1993, the Continental Board again reviewed Continental's
short-and long-term strategic alternatives. The Continental Board and management
discussed the substantial changes that the banking and financial service
industries are undergoing. The Continental Board and management noted that such
industries are characterized by increasing consolidation, intensifying
competition and continued growth through acquisition by many of the larger
domestic banking organizations. The Continental Board and management also
concluded that, despite improvements in Continental's financial position and
operating performance discussed above, a number of structural challenges
remained. Among other things, the Continental Board discussed Continental's
small core deposit base (relative to similarly sized banking organizations) and
its consequent dependency on relatively high-cost purchased funds; Continental's
smaller size (relative to banking organizations active in Continental's
businesses) and the consequent constraints on its ability to service its larger
borrowers and to make significant investments in a number of its processing
businesses; and the perception of the financial markets that earnings from
certain of Continental's core businesses might not be sustainable or might have
limited growth prospects. The Continental Board and management also considered
the fact that Continental Common Stock continued to trade at low multiples of
book value and earnings relative to similarly sized banking organizations; that
as a result, Continental's ability to diversify its mix of core businesses
through acquisitions was constrained; and that there was a risk that a continued
strategy of independence and gradual diversification would not result in higher
long-term stockholder value. As part of this discussion, Goldman Sachs reviewed
with the Continental Board certain long-term financial forecasts prepared by
Continental's management that reflected a strategy of independence.
Continental's management also reviewed in detail with the Continental Board the
discussions and contacts that had been made with third parties regarding a
possible business combination, and Goldman Sachs discussed with the Continental
Board possible acquirors of Continental. Discussion focused particularly on a
possible acquisition of Continental by BAC and one other possible acquiror as
offering the best prospects for a business combination transaction with
Continental.

Following this discussion at the December 13 meeting, the Continental Board
authorized management to pursue discussions with BAC and such other possible
acquiror regarding a possible business combination with a view toward further
consideration by the Continental Board if a proposal with respect to such a
transaction were developed. During December 1993 and early January 1994, after
execution of a mutual confidentiality agreement pursuant to which each party
agreed to hold confidential information provided to it by the other, senior
management of BAC and Continental conducted preliminary business reviews and,
together with their legal and financial advisors, engaged in preliminary
discussions regarding the possible terms of a business combination proposal. BAC
and Continental each received from the other information relating to its
operations, financial condition and credit quality and conducted a preliminary
due diligence review of the other's operations, credit quality, accounting, tax
and legal matters. Continental and the other possible acquiror also entered into
a mutual confidentiality agreement and held preliminary discussions and
conducted business reviews.

Discussions with BAC and the other possible acquiror continued through
mid-January 1994. On January 19, 1994, the Continental Board met and reviewed
with Continental's management and advisors the status of the discussions to
date. Based on the progress of these discussions and the status and terms of the
proposals of each potential acquiror, the Continental Board authorized
Continental management to pursue further discussions solely with BAC. In
addition, the Continental Board authorized Continental to enter into an
agreement that BAC had required as a condition of further discussions between
the two companies, pursuant to which (i) each company would, until February 14,
1994, neither seek nor respond to business combination proposals from third
parties and (ii) if between the date of such agreement and February 14, 1994,
such company entered into discussions, negotiations or any agreement with a
third party regarding a business combination or otherwise breached its
obligations under the agreement, each company would reimburse the other for the
other's expenses related to the possible combination between the parties and, if
such a combination with a third party occurred, pay the other $25 million, less
amounts previously reimbursed for expenses.

Following that meeting, commencing on January 20, 1994, Continental and BAC
entered into the agreement described above, BAC and its advisors continued their
business review of Continental, Continental and its advisors continued their due
diligence investigation of BAC and the parties and their respective

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<PAGE> 29

advisors engaged in arm's-length negotiations concerning a possible business
combination. Senior management of BAC and Continental, together with their
financial and legal advisors, negotiated the terms of the Merger Agreement and
related agreements, including the Stock Option Agreement. Matters negotiated
during this time included the terms of the consideration to be received by
Continental Common Stockholders, including the finalization of a Floor Price and
the establishment of a Ceiling Price (see "-- Merger Consideration"), the fact
that because BAC had not had an opportunity to conduct a complete due diligence
investigation of Continental it would be granted a period of time to do so after
execution of the Merger Agreement and the terms of the proposed severance
program for Continental employees who may be terminated as a result of the
Merger. See "-- Interests of Certain Persons in the Merger." Following further
negotiations between respective managements and their financial and legal
advisors, the parties agreed, subject to their respective boards' approvals, on
the remaining terms and conditions of the Merger Agreement and the Stock Option
Agreement. The negotiations between Continental and BAC continued through
January 27, 1994 and resulted in the execution and delivery of the Merger
Agreement and the Stock Option Agreement.

RECOMMENDATION OF THE BOARD OF DIRECTORS AND REASONS FOR THE MERGER

On January 27, 1994, the Continental Board convened to consider in detail
the Merger and the other transactions contemplated by the Merger Agreement. At
this meeting, representatives of Goldman Sachs reviewed the proposed financial
terms of the Merger Agreement with the Continental Board and delivered their
written opinion that, as of that date, the Stock Consideration and Cash
Consideration to be received by Continental Common Stockholders pursuant to the
Merger Agreement were each fair to Continental Common Stockholders receiving
such consideration. See "-- Opinion of Financial Advisor." After deliberating
with respect to the Merger and the other transactions contemplated by the Merger
Agreement, considering, among other things, the matters discussed below and the
opinion of Goldman Sachs referred to above, the Continental Board, by unanimous
vote of all directors, approved the Merger Agreement and the transactions
contemplated thereby as being in the best interests of Continental and its
stockholders.

THE CONTINENTAL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CONTINENTAL
COMMON STOCKHOLDERS VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

In connection with its approval of the Merger Agreement and the Stock
Option Agreement, the Continental Board considered and approved the adoption,
and the execution and delivery, prior to the Merger Agreement, of an amendment
to the Rights Agreement, dated as of July 22, 1991, between Continental and
Continental Bank, as rights agent (the "Rights Agreement"), in order to permit
the execution of the Merger Agreement and the Stock Option Agreement and the
consummation of the Merger and the other transactions contemplated thereby to
occur without triggering the exercisability under the Rights Agreement of the
preferred stock purchase rights relating to each outstanding share of
Continental Common Stock (the "Rights") issued thereunder.

In reaching its conclusion to approve the Merger Agreement and the Stock
Option Agreement, the Continental Board considered all factors it deemed
material, as follows:

(a) The Continental Board analyzed information with respect to the
financial condition, results of operations, cash flow, businesses and
prospects of Continental. In this regard, the Continental Board noted the
impact of Continental's size, source of funds and debt ratings on
Continental's funding costs and the potential benefits of BAC's large
retail deposit base, substantial liquidity and ability to access the public
debt markets and other sources of funding at a lower cost.

(b) The Continental Board considered the written opinion of Goldman
Sachs that, as of January 27, 1994, the Stock Consideration and Cash
Consideration to be received by holders of Continental Common Stock
pursuant to the Merger Agreement were each fair to Continental Common
Stockholders receiving such consideration. See "-- Opinion of Financial
Advisor."

(c) The Continental Board considered the recent market prices for
Continental Common Stock and BAC Common Stock, the relationship between
such prices and certain financial data relating to the companies and that
the Stock Consideration and Cash Consideration to be received by
Continental Common Stockholders in the Merger represented a significant
premium over recent and historical prices

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<PAGE> 30

for Continental Common Stock over the last decade. See "-- Opinion of
Financial Advisor" and "SUMMARY -- Market Price and Dividend Data."

(d) The Continental Board considered that the Merger would create a
strategic alliance between BAC and Continental for the benefit of their
respective stockholders in that the combined company would be significantly
more diversified in lines of business and geographically than Continental
on a stand-alone basis and that, as a result, the combined company's
vulnerability to adverse developments would potentially be less than
Continental's on a stand-alone basis, which would potentially be reflected
in the perception of the combined company by the rating agencies and the
financial markets.

(e) The Continental Board also considered that the Merger represented
a strategic alliance between BAC and Continental, that a significant
portion of Continental Common Stockholders would have the opportunity to
participate in a combined company that the Continental Board expected to
have a significant potential for growth, and that there were a number of
benefits that could reasonably be expected to be realized by Continental
Common Stockholders from their continuing interest in the combined company
and the expected benefits of the strategic alliance, including, but not
limited to, the future stock value and earnings per share prospects of the
combined company, the combined company's financial strength and its
consequent enhanced ability to develop Continental's businesses, the
potential for cross-marketing services to customers of the two companies
and increased access to the combined company's customers, the opportunity
to diversify earnings, the business synergies that might be realized, and
consequent cost savings, and the potential effect of the Merger on the
perception of the combined company's businesses by the rating agencies and
the financial markets. The Continental Board also considered that the
combined company's prospects were likely to be enhanced as a result of the
Merger because of the operational fit between the two companies, including,
but not limited to, the prospect for combining BAC's financial, managerial
and other resources provided in part by its relatively large size and
geographic scope, as well as BAC's global network and its foreign exchange
and other operations with Continental's strong relationships with its
business customers, its presence in the Midwest and its strength as a
skilled, customer-driven provider of financial services to businesses
generally and of corporate and middle-market lending and corporate payment
processing in particular.

(f) The Continental Board considered BAC's proposal to commit publicly
as part of the announcement of the Merger to further the strategic alliance
described above by moving the administrative headquarters of Bank of
America's U.S. Corporate Banking Group to Chicago following the Merger,
which Continental expects will result in continued opportunity for
Continental's operations to benefit the Continental Common Stockholders who
receive BAC Common Stock in the Merger and Continental's employees, its
customers and the communities that Continental and its subsidiaries
currently serve.

(g) The Continental Board analyzed the financial condition, businesses
and prospects of BAC, including, but not limited to, information with
respect to its recent and historic stock and earnings performance and its
relatively strong credit position and access to the capital markets.

(h) The Continental Board considered the current operating
environment, including, but not limited to, the continued consolidation and
increasing competition in the banking and financial services industries,
the prospect for further changes in these industries and the importance of
financial resources to being able to capitalize on developing opportunities
in these industries.

(i) The Continental Board considered the other terms of the Merger
Agreement and the Stock Option Agreement, including that: (i) the Merger
would generally be tax free to Continental Common Stockholders to the
extent they receive BAC Common Stock in the Merger, and Continental Common
Stockholders will generally have the option of receiving cash or stock in
the Merger, subject to the limitations set forth in the Merger Agreement;
(ii) the Merger Agreement provides Continental with the ability to
terminate the Merger Agreement if the Final BAC Stock Price is less than
$36.16, subject to BAC's right to increase the stock and cash consideration
to be issued to Continental's Stockholders in the Merger; and (iii) the
Merger Agreement permits continued payment of dividends to Continental
Common Stockholders prior to the Effective Time. See "-- Merger
Consideration" and "-- Certain Federal Income Tax Consequences."

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<PAGE> 31

(j) The Continental Board considered the detailed financial analyses,
pro forma and other information with respect to Continental and BAC
discussed by Goldman Sachs as well as the Continental Board's own knowledge
of Continental, BAC and their respective businesses.

(k) The Continental Board considered the effect on Continental Common
Stockholders' value of Continental continuing as a stand-alone entity
compared to the effect of its combining with BAC in light of the factors
summarized above with respect to the financial condition and prospects of
the two companies on a stand-alone basis and of the combined company and
the current economic and financial environment, including, but not limited
to, other possible strategic alternatives, the results of the contacts and
discussions between Continental and its financial advisors and various
third parties and the belief of the Continental Board and management that
the Merger offered the best transaction available to Continental and its
stockholders. See "-- Background of the Merger."

(l) The Continental Board considered the likelihood of the Merger
being approved by the appropriate regulatory authorities. See "OTHER
MATTERS -- Regulatory Approvals Required."

In addition, in reaching its conclusion to approve the Merger Agreement and
the transactions contemplated thereby, the Continental Board considered the
terms of the Stock Option Agreement (including, but not limited to, that the
exercise price was slightly above the value of the per share consideration to be
issued in the Merger, based on the market price per share of BAC Common Stock on
January 27, 1994), the fact that the Merger Agreement generally prohibits
Continental from proposing, discussing, negotiating or entering into agreements
relating to alternative transactions prior to the Effective Time and requires
the payment of certain termination fees to BAC in certain events, the fact that
BAC required such provisions as a condition to entering into the Merger
Agreement and the fact that BAC agreed to commit publicly as part of the
announcement of the Merger to move the administrative headquarters of Bank of
America's U.S. Corporate Banking Group to Chicago following the Merger. See "THE
MERGER AGREEMENT -- Additional Agreements -- No Solicitation of Transactions;
Termination Payment" and "THE STOCK OPTION AGREEMENT."

The foregoing discussion of the information and factors considered by the
Continental Board is not intended to be exhaustive but is believed to include
all material factors considered by the Continental Board. In reaching its
determination to approve and recommend the Merger, the Continental Board did not
assign any relative or specific weights to the foregoing factors, and individual
directors may have given differing weights to different factors. Throughout its
deliberations, the Continental Board received the advice of independent counsel.
After deliberating with respect to the Merger and the other transactions
contemplated by the Merger Agreement, considering, among other things, the
matters discussed above and the opinion of Goldman Sachs referred to above, the
Continental Board, by unanimous vote of all directors, approved and adopted the
Merger Agreement and the transactions contemplated thereby, including the Stock
Option Agreement, as being in the best interests of Continental and its
stockholders. The Continental Board is unanimous in its recommendation that
Continental Common Stockholders vote for approval of the Merger.

OPINION OF FINANCIAL ADVISOR

Pursuant to an engagement letter dated January 11, 1994 (the "Engagement
Letter"), Continental retained Goldman Sachs as its exclusive financial advisor
in connection with the possible merger or business combination of Continental.
Goldman Sachs are an internationally recognized investment banking firm and are
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. Goldman
Sachs are familiar with Continental, having provided certain investment banking
services to Continental from time to time, including acting as managing
underwriter of a number of offerings of Continental's securities and as a
financial advisor to Continental in recent years and having acted as financial
advisor in connection with, and having participated in certain of the
negotiations leading to, the Merger Agreement. Goldman Sachs have also provided
certain investment banking services to BAC from time to time, including acting
as managing underwriter of a public offering of subordinated notes of BAC in
February 1993 and advising BAC in the sale of certain of its real estate assets
in 1993, and may provide investment banking services to BAC in the future.

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The Continental Board selected Goldman Sachs to act as Continental's exclusive
financial advisor based on Goldman Sachs' familiarity with Continental and
Goldman Sachs' substantial experience in mergers and acquisitions and in
securities valuation generally.

On January 27, 1994, Goldman Sachs delivered their written opinion to the
Continental Board that, as of such date, the Stock Consideration and the Cash
Consideration to be received by Continental Common Stockholders pursuant to the
Merger Agreement were each fair to Continental Common Stockholders receiving
such consideration. Goldman Sachs subsequently confirmed their January 27, 1994
written opinion by delivery of their written opinion dated May 16, 1994.

THE FULL TEXT OF THE GOLDMAN SACHS WRITTEN OPINION DATED MAY 16, 1994,
WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS ON THEIR
REVIEW, IS ATTACHED HERETO AS ANNEX G. HOLDERS OF SHARES OF CONTINENTAL COMMON
STOCK ARE URGED TO AND SHOULD READ SUCH OPINION IN ITS ENTIRETY.
In connection with their opinion dated May 16, 1994, Goldman Sachs
reviewed, among other things, the Merger Agreement and the Stock Option
Agreement; the Registration Statement, including the Proxy Statement-Prospectus;
Annual Reports to Stockholders of BAC and Annual Reports on Form 10-K of
Continental and BAC for the five years ended December 31, 1993; Annual Reports
to Stockholders of Continental for the four years ended December 31, 1992 and a
draft Annual Report to Stockholders of Continental for the year ended December
31, 1993; certain interim reports to stockholders and Quarterly Reports on Form
10-Q of Continental and BAC; certain other communications from Continental and
BAC to their respective stockholders; and certain internal financial analyses
and forecasts for Continental and BAC prepared by their respective managements.
Goldman Sachs also held discussions with members of the senior management of
Continental and BAC regarding the past and current business operations,
regulatory relationships, financial condition and future prospects of their
respective companies. Goldman Sachs reviewed the reported price and trading
activity for shares of Continental Common Stock and shares of BAC Common Stock,
compared certain financial and stock market information for Continental and BAC
with similar information for certain other companies the securities of which are
publicly traded, reviewed the financial terms of certain recent business
combinations in the banking industry specifically and other industries generally
and performed such other studies and analyses as Goldman Sachs considered
appropriate.

Goldman Sachs relied, without independent verification, upon the accuracy
and completeness of all of the financial and other information reviewed by them
for purposes of their opinions. In that regard, Goldman Sachs assumed, with the
consent of the Continental Board, that the financial forecasts, including,
without limitation, projected cost savings and operating synergies resulting
from the Merger and projections regarding underperforming and nonperforming
assets and net chargeoffs were reasonably prepared on a basis reflecting the
best currently available judgments and estimates of Continental and BAC and that
such forecasts would be realized in the amounts and at the times contemplated
thereby. Goldman Sachs are not experts in the evaluation of loan and lease
portfolios for purposes of assessing the adequacy of the allowances for losses
with respect thereto and have assumed, with the consent of the Continental
Board, that such allowances for each of Continental and BAC are in the aggregate
adequate to cover all such losses. Goldman Sachs did not review individual
credit files nor did they make an independent evaluation or appraisal of the
assets and liabilities of Continental or BAC or any of their respective
subsidiaries. Goldman Sachs also assumed that BAC will receive all necessary
regulatory approvals without undue delay. Goldman Sachs have advised Continental
that, for purposes of their written opinion dated May 16, 1994, Goldman Sachs
did not consider that the receipt by BAC of all necessary regulatory approvals
(including the expiration of all applicable waiting periods) for the consumation
of the transactions contemplated by the Merger Agreement within 12 months of the
date of the Merger Agreement would constitute undue delay. In addition, at the
direction of the Continental Board, Goldman Sachs discussed the possibility of a
potential business combination transaction involving Continental with a limited
number of other parties.

Pursuant to the terms of the Engagement Letter, Continental has agreed to
pay Goldman Sachs (i) a fee of $2,000,000 upon the delivery by Goldman Sachs of
their written opinion dated January 27, 1994 and (ii) if the Merger is
consummated, a transaction fee equal to (a) the sum of 0.30% of the aggregate
consideration paid in such transaction for the first $1,610,000,000 in aggregate
consideration, plus 0.65% of the aggregate consideration paid in such
transaction in excess of $1,610,000,000, minus (b) any other fees already paid

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pursuant to the Engagement Letter. In addition, Continental has agreed to
reimburse Goldman Sachs for their reasonable out-of-pocket expenses, including
the fees and disbursements of their counsel, plus any sales, use or similar
taxes arising in connection with their engagement, and to indemnify Goldman
Sachs against certain liabilities relating to or arising out of their
engagement, including liabilities under the federal securities laws.

SUMMARY OF FINANCIAL ANALYSES

The following is a summary of the material financial analyses utilized by
Goldman Sachs in connection with providing their written opinion dated January
27, 1994 to the Continental Board but does not purport to be a complete
description of the analyses performed by Goldman Sachs. Goldman Sachs utilized
substantially the same types of financial analyses in preparing their written
opinion dated May 16, 1994 as they utilized in providing their January 27, 1994
written opinion.

Selected Company Analysis. Goldman Sachs reviewed and compared actual and
estimated selected financial, operating and stock market information for
Continental and BAC with corresponding information for selected banking
organizations with significant wholesale banking businesses, including Bankers
Trust New York Corporation, The Bank of New York Company, Inc., The Chase
Manhattan Corporation, Chemical Banking Corporation, Citicorp, First Chicago
Corp., J.P. Morgan & Co. Inc. and NBD Bancorp, Inc. (collectively, the "Selected
Group One Banks"), and for selected banking organizations with significant
retail banking businesses, including Banc One Corporation, First Union
Corporation, Norwest Corporation, PNC Financial Corp. and Wells Fargo & Company
(collectively, the "Selected Group Two Banks"), based on publicly available
information, consensus analysts' estimates for the Selected Group One Banks and
the Selected Group Two Banks and financial forecasts for Continental and BAC
prepared by their respective managements. Such analysis indicated that, for the
Selected Group One Banks and the Selected Group Two Banks, (i) the median
estimated 1994 price-earnings multiples were 8.0x and 9.4x, respectively, as
compared to corresponding values of 9.4x for Continental and 8.4x for BAC, (ii)
the median values of market capitalization as a multiple of book value were
1.38x and 1.72x, respectively, as compared to corresponding values of 0.92x for
Continental and 1.13x for BAC, (iii) the median ratio of nonperforming assets as
a percentage of total loans plus other real estate owned was 2.9% and 2.0%,
respectively, as compared to corresponding values of 4.2% for Continental and
3.5% for BAC, (iv) the median ratio of reserves as a percentage of nonperforming
loans was 123% and 164%, respectively, as compared to corresponding values of
100% for Continental and 89% for BAC and (v) the median after-tax return on
equity was 17.1% and 17.5%, respectively, as compared to corresponding values of
7.9% for Continental and 12.9% for BAC. In addition, such analysis indicated
that, for the Selected Group One Banks, the median of equity investment and
trading revenues as a percentage of total revenues was 12% as compared to
corresponding values of 26% for Continental and 6% for BAC.

Selected Transaction Analysis. Goldman Sachs analyzed certain information
relating to approximately 50 bank acquisitions, including five bank acquisitions
(excluding mergers of equals) announced since January 1, 1991 in which the
aggregate consideration was greater than $1 billion (the "Selected Recent Large
Acquisitions"), 19 bank acquisitions accounted for as poolings of interests
announced during 1993 in which the aggregate consideration was greater than $100
million (the "Selected 1993 Poolings"), six bank acquisitions accounted for as
purchases during 1993 in which the aggregate consideration was greater than $100
million (the "Selected 1993 Purchases"), 19 bank acquisitions accounted for as
poolings of interests announced during 1992 in which the aggregate consideration
was greater than $100 million (the "Selected 1992 Poolings") and one bank
acquisition accounted for as a purchase during 1992 in which the aggregate
consideration was greater than $100 million (the "Selected 1992 Purchase"). For
purposes of such analysis, Goldman Sachs assumed a market price per share of BAC
Common Stock of $44.75 (the market price per share of BAC Common Stock on
January 26, 1994) and that certain tax benefits were no longer available to
Continental. Such analysis indicated that, for the Selected Recent Large
Acquisitions, the Selected 1993 Poolings, the Selected 1993 Purchases and the
Selected 1992 Poolings, the median values of the premium paid as a percentage of
market capitalization (calculated prior to the public announcement of a possible
acquisition of the acquired banking organization or the acquiror's interest in
the transaction) were 32%, 28%, 33% and 40%, respectively, as compared to a
corresponding value for the premium paid pursuant to the Merger as a multiple of
Continental's pre-public announcement market capitalization of 34%, based on a

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Continental Common Stock closing price on the NYSE of $27.625 per share on
January 26, 1994. Because the Selected 1992 Purchase involved the acquisition of
subsidiaries, information regarding the premium to market capitalization paid
was not available. Such analysis also indicated that, for the Selected Recent
Large Acquisitions, the Selected 1993 Poolings, the Selected 1993 Purchases, the
Selected 1992 Poolings and the Selected 1992 Purchase, the median values of the
aggregate consideration paid as a multiple of tangible book value were 1.6x,
2.3x, 1.8x, 2.0x and 1.2x, respectively, as compared to a corresponding value
for the aggregate consideration payable pursuant to the Merger as a multiple of
Continental's tangible book value of 1.23x. In addition, such analysis indicated
that (i) for the Selected Recent Large Transactions, the median value of the
aggregate consideration paid as a multiple of the acquired banking
organizations' next year's projected earnings was 13.8x as compared to the
corresponding value for the aggregate consideration paid pursuant to the Merger
as a multiple of Continental's after-tax estimated next year's earnings of 12.6x
and (ii) for the Selected 1993 Poolings, the Selected 1993 Purchases, the
Selected 1992 Poolings and the Selected 1992 Purchase, the median value of the
aggregate consideration paid as a multiple of the acquired banking
organizations' latest twelve months' ("LTM") after-tax earnings were 15.3x,
35.0x, 17.5x and 9.0x, respectively, as compared to the corresponding value for
the aggregate consideration paid pursuant to the Merger as a multiple of
Continental's after-tax LTM earnings of 17.6x.

Pro Forma Analysis. Goldman Sachs analyzed certain financial information
for the pro forma combined entity resulting from the Merger based on financial
forecasts for Continental and BAC prepared by their respective managements
(based in part on projected cost savings and operating synergies resulting from
the Merger for the pro forma combined entity prepared by Continental's
management). Such analysis indicated that (i) estimated 1994 and 1995 earnings
per share for the pro forma combined entity would generally be higher than were
forecasted for BAC as a stand-alone entity and (ii) the tangible book value per
share, the tangible common equity ratio, the Tier 1 capital ratio and the Tier 1
capital leverage ratio would be lower than for BAC as a stand-alone entity.

Stock Trading Analysis. Goldman Sachs reviewed and analyzed the historical
trading prices and volumes for shares of Continental Common Stock, on a daily
basis from January 25, 1993 through January 25, 1994 and on a monthly basis from
December 1988 through December 1993, and the number of shares of Continental
Common Stock traded at various prices from January 25, 1989 through January 25,
1994 and from January 25, 1993 through January 25, 1994. Goldman Sachs also
reviewed and analyzed the historical trading prices and volumes for shares of
BAC Common Stock on a daily basis from January 5, 1994 through January 26, 1994
and on a monthly basis from December 1988 through December 1993.

Other Analyses. Goldman Sachs also reviewed selected investment research
reports on, and earnings estimates for, Continental and BAC and analyzed
available information regarding the ownership and ownership profiles of shares
of Continental Common Stock.

General. The foregoing is a summary of the material financial analyses
performed by Goldman Sachs, but does not purport to be a complete description of
the analyses performed by Goldman Sachs. The preparation of a fairness opinion
is a complex process and is not necessarily susceptible to partial analysis or
summary description. Selecting portions of the analyses or of the summary set
forth above, without considering the analysis as a whole, could create an
incomplete view of the processes underlying Goldman Sachs' opinion. In arriving
at their fairness determination, Goldman Sachs considered the results of all
such analyses. No Selected Group One Bank or Selected Group Two Bank is
identical to Continental and none of the Selected Recent Large Acquisitions, the
Selected 1993 Poolings, the Selected 1993 Purchases, the Selected 1992 Poolings
or the Selected 1992 Purchase is identical to the Merger. Accordingly, Goldman
Sachs indicated to the Continental Board that analyses of the results described
above under Selected Company Analysis and Selected Transaction Analysis are not
mathematical, but rather involve complex considerations and judgments concerning
differences in operating and financial characteristics including, among other
things, differences in revenue composition and earnings performance among
Continental, BAC and the selected companies and transactions reviewed. The
analyses were prepared solely for purposes of Goldman Sachs' providing their
written opinions, dated January 27, 1994, and May 16, 1994, to the Continental
Board as to the fairness of the Stock Consideration and the Cash Consideration
to be received by Continental Common Stockholders, and do not purport to be
appraisals or necessarily reflect the prices at

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which Continental or its securities actually may be sold. Analyses based upon
forecasts of future results are not necessarily indicative of actual future
results, which may be significantly more or less favorable than suggested by
such analyses.

MERGER CONSIDERATION

Continental Common Stock. The Merger Agreement provides that, at the
Effective Time and subject to the election and allocation procedures provided
for therein, each share of Continental Common Stock outstanding at the Effective
Time (other than shares with respect to which appraisal rights are perfected),
subject to certain exceptions described in this Proxy Statement-Prospectus with
respect to shares owned by BAC, Continental or their subsidiaries, will be
converted into either: (i) a number of shares of BAC Common Stock determined as
described below (such number of shares of BAC Common Stock issuable in respect
of each share of Continental Common Stock is referred to in this Proxy
Statement-Prospectus as the "Stock Consideration"); or (ii) an amount in cash
without interest determined as described below (such cash amount is referred to
in this Proxy Statement-Prospectus as the "Cash Consideration"). The actual
Stock Consideration and Cash Consideration will be determined based on a
formula, set forth in the Merger Agreement, which takes into consideration (i)
the average of the closing prices per share of BAC Common Stock as reported on
the NYSE composite transactions tape for the ten consecutive days on which
shares of BAC Common Stock are traded on the NYSE (the "Valuation Period")
ending on the tenth calendar day prior to the anticipated Effective Time (the
"Determination Date") (such average price is referred to in this Proxy
Statement-Prospectus as the "Final BAC Stock Price") and (ii) the total number
of shares of Continental Common Stock outstanding at the Determination Date.
This formula will be adjusted so as to decrease the number of shares of BAC
Common Stock which would otherwise be issuable if the Final BAC Stock Price is
more than $55.84 (the "Ceiling Price") and is subject to possible adjustment so
as to increase the number of shares of BAC Common Stock which would otherwise be
issuable if the Final BAC Stock Price is less than $36.16 (the "Floor Price").
The Merger Agreement may be terminated at Continental's election if the Final
BAC Stock Price is less than the Floor Price, subject to BAC's right to
extinguish such termination election by agreeing within five days of
Continental's election to effect such termination to adjust upward the
consideration payable to Continental Common Stockholders. A table is provided in
Annex B of this Proxy Statement-Prospectus which sets forth the actual number of
shares of BAC Common Stock to be issued in the Merger and the amount of cash and
BAC Common Stock to be issued in the Merger in respect of each share of
Continental Common Stock to be converted in the Merger based upon various
assumed Final BAC Stock Prices and an assumed total number of shares of
Continental Common Stock outstanding at the Determination Date. Based on the
closing price of BAC Common Stock on the NYSE on May 11, 1994 of $45.125 per
share, a Continental Common Stockholder receiving all cash would receive $37.14
per share of Continental Common Stock and a Continental Common Stockholder
receiving all stock would receive 0.8230 shares of BAC Common Stock for each
share of Continental Common Stock. If the Final BAC Stock Price is equal to
either the Floor Price or the Ceiling Price, a Continental Common Stockholder
receiving all cash would receive $33.41 or $41.59 per share, respectively, and a
Continental Common Stockholder receiving all stock would receive 0.9239 shares
or 0.7449 shares of BAC Common Stock, respectively, for each share of
Continental Common Stock.

(i) Stock Consideration: a number of shares of BAC Common Stock equal
to the sum of (A) .4158 and (B) the quotient obtained by dividing
$18.375 by the Final BAC Stock Price.

(ii) Cash Consideration: cash equal to the sum of (A) $18.375 and (B)
the product of .4158 and the Final BAC Stock Price.

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provides that if Continental, at the Effective Time of the Merger, has
outstanding more shares of Continental Common Stock than are contemplated to be
outstanding or subject to option pursuant to the representations and warranties
of Continental in the Merger Agreement, then, at BAC's election and
notwithstanding any other provisions of the Merger Agreement and without
limiting any of BAC's rights under the Merger Agreement, the Stock Amount, the
Cash Consideration and the Stock Consideration will be adjusted downward to
reflect the greater number of shares outstanding.) As set forth in Annex B
hereto, the Stock Amount will be approximately 21,400,000 shares of BAC Common
Stock assuming that there are 51,472,510 shares of Continental Common Stock
outstanding at the Determination Date. Under the Merger Agreement, in addition
to the impact of the number of shares of Continental Common Stock outstanding or
subject to option at the Determination Date, the Stock Amount (i) will not
change if the Final BAC Stock Price is between the Floor Price and the Ceiling
Price, (ii) will be adjusted downward if the Final BAC Stock Price is greater
than the Ceiling Price and (iii) is subject to possible adjustment upward if the
Final BAC Stock Price is less than the Floor Price and if BAC elects to make the
per share stock and cash adjustments set forth in the Merger Agreement.

Under the Merger Agreement, the Stock Consideration, the Cash Consideration
and the Stock Amount are subject to adjustment upward, at BAC's option, if the
Final BAC Stock Price is less than the Floor Price. In such a case, the Stock
Amount will be increased and the Stock Consideration and the Cash Consideration
will be at least equal in value to the per share stock and cash consideration
that would have been received if the Final BAC Stock Price had been equal to the
Floor Price. For example, as illustrated in Annex B hereto, if the Final BAC
Stock Price is $34.00 and this adjustment is made, then the Cash Consideration
will increase from $32.51 per share to $33.41 per share, the Stock Consideration
will increase from 0.9562 to 0.9827 and the Stock Amount will increase from
approximately 21,400,000 shares to approximately 22,760,000 shares. This
adjustment described immediately above will only be made, at BAC's option, if
the Final BAC Stock Price is less than the Floor Price, and may be made whether
or not Continental has exercised its right to terminate the Merger Agreement. If
BAC so elects to increase the Cash Consideration, the Stock Consideration and
the Stock Amount, then such right of Continental to terminate the Merger
Agreement will be extinguished.

The Merger Agreement provides that if BAC or Continental effects a stock
dividend, reclassification, recapitalization, stock split, reverse stock split,
exchange of shares or similar transaction after the date hereof and before the
Effective Time, the Stock Consideration, the Cash Consideration and the Stock
Amount will be appropriately adjusted.

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ALTHOUGH THE STOCK CONSIDERATION WILL BE BASED ON THE AVERAGE OF MARKET
PRICES OF BAC COMMON STOCK DURING THE VALUATION PERIOD (I.E., THE FINAL BAC
STOCK PRICE), THE MARKET PRICE OF BAC COMMON STOCK MAY FLUCTUATE AND, ON THE
DATE OF RECEIPT OF SHARES OF BAC COMMON STOCK BY HOLDERS OF CONTINENTAL COMMON
STOCK, MAY BE MORE OR LESS THAN THE FINAL BAC STOCK PRICE. CONTINENTAL COMMON
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR BAC COMMON STOCK
AND CONTINENTAL COMMON STOCK IN CONNECTION WITH VOTING THEIR SHARES AND MAKING
ELECTIONS DURING THE ELECTION PERIOD TO RECEIVE THE STOCK CONSIDERATION OR THE
CASH CONSIDERATION.

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

No fractional shares of BAC Common Stock will be issued to any Continental
Common Stockholder upon surrender of their certificates representing Continental
Common Stock in connection with the Merger. Each Continental Common Stockholder
who would otherwise have been entitled to receive a fraction of a share of BAC
Common Stock will receive, in lieu thereof, cash without interest in an amount
equal to such fraction of a share of BAC Common Stock multiplied by the closing
price of one share of BAC Common Stock at the close of business on the trading
day next preceding the Effective Time as reported by The Wall Street Journal
under the heading "New York Stock Exchange Composite Transactions."

Continental Preferred Stock. At the Effective Time, subject to certain
exceptions described in this Proxy Statement-Prospectus with respect to shares
owned by BAC, Continental or their subsidiaries, each outstanding share of
Continental Series 1 Preferred Stock and Continental Series 2 Preferred Stock,
except for shares of Continental Series 2 Preferred Stock as to which appraisal
rights are perfected, will be converted, respectively, into one share of BAC
Series 1 Preferred Stock and one share of BAC Series 2 Preferred Stock. The BAC
Series 1 Preferred Stock and the BAC Series 2 Preferred Stock will have
substantially the same terms as the Continental Series 1 Preferred Stock and the
Continental Series 2 Preferred Stock, respectively. See "DESCRIPTION OF BAC
CAPITAL STOCK -- BAC Adjustable Rate Preferred Stock, Series 1" and "-- BAC
Adjustable Rate Cumulative Preferred Stock, Series 2."

ELECTION PROCEDURES

Thirty-five days before the anticipated Effective Time (the "Mailing
Date"), Chemical Trust Company of California, acting in its capacity as Exchange
Agent (the "Exchange Agent"), will send to each Continental Common Stockholder
who is a stockholder of record on the date which is five business days prior to
such date an election form ("Election Form") and other appropriate transmittal
materials permitting such holder (i) to elect to receive the Stock Consideration
in the Merger in respect of all of such Continental Common Stockholder's shares
(the "Stock Election Shares"), (ii) to elect to receive the Cash Consideration
in the Merger in respect of all of such Continental Common Stockholder's shares
(the "Cash Election Shares") or (iii) to indicate that such holder makes no
election (the "No Election Shares"). Shares of Continental Common Stock which
are not covered by an effective, properly completed Election Form will be deemed
to be No Election Shares. Each holder of at least 10,000 shares of Continental
Common Stock who elects to receive the Stock Consideration or the Cash
Consideration in the Merger may also elect to have such holder's shareholdings
divided into blocks of 5,000 shares of Continental Common Stock with any
remaining shares being added to one of the 5,000 share blocks (the "Stock
Blocks") for purposes of the allocation procedures discussed below under
"-- Allocation." Continental Common Stockholders who do not make such election
or who own fewer than 10,000 shares of Continental Common Stock will have all of
their share holdings treated as a single Stock Block.

SUBJECT TO POSSIBLE ADJUSTMENT AS DESCRIBED ABOVE, A FIXED NUMBER OF SHARES
OF BAC COMMON STOCK WILL BE ISSUED IN THE MERGER. ACCORDINGLY, THERE CAN BE NO
ASSURANCE THAT EACH CONTINENTAL COMMON STOCKHOLDER WILL RECEIVE THE FORM OF
CONSIDERATION THAT SUCH HOLDER ELECTS WITH RESPECT TO ANY OR ALL SHARES OF
CONTINENTAL COMMON STOCK HELD BY SUCH HOLDER. IF THE ELECTIONS RESULT IN AN
OVERSUBSCRIPTION IN RESPECT OF SHARES OF CONTINENTAL COMMON STOCK WHICH WOULD
OTHERWISE RECEIVE EITHER THE STOCK CONSIDERATION OR THE

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CASH CONSIDERATION, THE PROCEDURES FOR ALLOCATING BAC COMMON STOCK AND CASH,
DESCRIBED BELOW UNDER "--ALLOCATION," WILL BE FOLLOWED BY THE EXCHANGE AGENT.

TO MAKE AN EFFECTIVE ELECTION, A CONTINENTAL COMMON STOCKHOLDER MUST SUBMIT
A PROPERLY COMPLETED ELECTION FORM SO THAT IT IS ACTUALLY RECEIVED BY THE
EXCHANGE AGENT AT OR PRIOR TO THE ELECTION DEADLINE (AS DEFINED BELOW) IN
ACCORDANCE WITH THE INSTRUCTIONS ON THE ELECTION FORM. AN ELECTION FORM WILL BE
PROPERLY COMPLETED ONLY IF ACCOMPANIED BY CERTIFICATES REPRESENTING ALL SHARES
OF CONTINENTAL COMMON STOCK COVERED THEREBY. THE "ELECTION DEADLINE" IS 5:00
P.M., EASTERN STANDARD TIME, ON THE TWENTIETH CALENDAR DAY FOLLOWING, BUT NOT
INCLUDING, THE DATE OF MAILING OF THE ELECTION FORM OR SUCH OTHER DATE UPON
WHICH BAC AND CONTINENTAL MUTUALLY AGREE.

Any Election Form may be revoked or changed by written notice from the
person submitting such Election Form to the Exchange Agent, but to be effective
such notice must actually be received by the Exchange Agent at or prior to the
Election Deadline. In such circumstances, the certificate or certificates
representing Continental Common Stock covered by any revoked Election Form will
be returned to the person who submitted the Election Form to the Exchange Agent
upon written request to that effect from the holder who submitted the Election
Form. The Exchange Agent will have reasonable discretion to determine when any
election, modification or revocation is received and whether any such election,
modification or revocation has been properly made, and such determination will
be final.

BAC will make available one or more Election Forms as may be reasonably
requested by all persons who become holders (or beneficial owners) of
Continental Common Stock between a date as of five business days prior to the
Mailing Date and the close of business on the business day prior to the Election
Deadline (as defined below).

Because the Election Deadline will occur prior to the end of the Valuation
Period, the Final BAC Stock Price will not be determined by the time Continental
Common Stockholders will be required to submit their Election Forms.

In addition, in the event the Final BAC Stock Price is below the Floor
Price and Continental elects to terminate the Merger Agreement and BAC does not
elect to increase the Stock Consideration and the Cash Consideration so as to
prevent such termination, the Exchange Agent will promptly return stock
certificates representing shares of Continental Common Stock submitted with
Election Forms. In such event, shares of Continental Common Stock held through
The Depository Trust Company are expected to be available for sale or transfer
promptly following BAC's decision not to increase the Stock Consideration and
the Cash Consideration in light of Continental's election to so terminate;
however, certificates representing shares of Continental Common Stock held
directly by Continental Common Stockholders will be returned by registered mail
(with attendant delay). The Exchange Agent and BAC have agreed to use their
commercially reasonable efforts to cooperate with Continental and Continental
Common Stockholders to facilitate return of certificates representing shares of
Continental Common Stock in the event of such termination, but return other than
by registered mail will only be made at the expense, written direction and risk
of Continental Common Stockholders, accompanied by a pre-paid, pre-addressed
return courier envelope sent to the Exchange Agent.

ALLOCATION

Within fifteen days after the Election Deadline, unless the Effective Time
has not yet occurred, in which case as soon thereafter as practicable, the
Exchange Agent will be required to effectuate the allocation among holders of
Continental Common Stock to receive BAC Common Stock or cash upon consummation
of the Merger in the manner described below.

If the number of Stock Election Shares is less than the Stock Amount, then:

(i) all Stock Election Shares will be converted into the right to
receive BAC Common Stock;

(ii) the Exchange Agent will select, by random selection, first from
among the holders of No Election Shares, a sufficient number of such
holders ("Stock Designees") and then, if necessary, a

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sufficient number of Stock Blocks ("Designated Stock Shares") held by
holders of Cash Election Shares, so that the number of shares of BAC Common
Stock that will be issued in the Merger equals as closely as practicable
the Stock Amount, and all shares held by the Stock Designees and, if any,
all Designated Stock Shares, will be converted into the right to receive
BAC Common Stock; and

(iii) the Cash Election Shares that are not Designated Stock Shares
and the No Election Shares that are not held by Stock Designees will be
converted into the right to receive cash.

If the number of Stock Election Shares is greater than the Stock Amount,
then:

(i) all Cash Election Shares and No Election Shares will be converted
into the right to receive cash;

(ii) the Exchange Agent will select, by random selection, a sufficient
number of Stock Blocks ("Designated Cash Shares") held by holders of Stock
Election Shares, so that the number of shares of BAC Common Stock that will
be issued in the Merger equals as closely as practicable the Stock Amount,
and any Designated Cash Shares will be converted into the right to receive
cash; and

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

If the number of shares of BAC Common Stock that would be issued upon
conversion of the Stock Election Shares into BAC Common Stock is equal or nearly
equal (as determined by the Exchange Agent) to the Stock Amount, then all Stock
Election Shares will be converted into BAC Common Stock, and all Cash Election
Shares and No Election Shares will be converted into the right to receive cash.

If the number of shares of BAC Common Stock that would be issued upon
conversion into BAC Common Stock of the Stock Election Shares and the No
Election Shares is equal or nearly equal (as determined by the Exchange Agent)
to the Stock Amount, then all Cash Election Shares will be converted into the
right to receive cash and all Stock Election Shares and No Election Shares will
be converted into the right to receive BAC Common Stock.

The random selection process to be used by the Exchange Agent will consist
of such processes as will be mutually determined by BAC and Continental and as
will be further described in the Election Form.

BECAUSE THE TAX CONSEQUENCES OF RECEIVING CASH OR BAC COMMON STOCK WILL
DIFFER, CONTINENTAL COMMON STOCKHOLDERS ARE URGED TO READ CAREFULLY THE
INFORMATION SET FORTH UNDER THE CAPTION "-- CERTAIN FEDERAL INCOME TAX
CONSEQUENCES." BECAUSE THE STOCK CONSIDERATION CAN FLUCTUATE IN VALUE FROM THE
DETERMINATION MADE DURING THE VALUATION PERIOD, THE ECONOMIC VALUE PER SHARE
RECEIVED BY CONTINENTAL COMMON STOCKHOLDERS WHO RECEIVE THE STOCK CONSIDERATION
MAY, AS OF THE DATE OF RECEIPT BY THEM, BE MORE OR LESS THAN THE AMOUNT OF CASH
CONSIDERATION PER SHARE RECEIVED BY CONTINENTAL COMMON STOCKHOLDERS WHO RECEIVE
CASH CONSIDERATION.

The failure to submit timely a properly completed Election Form will result
in a Continental Common Stockholder having no choice as to the receipt of BAC
Common Stock or cash in the Merger. See "-- Election Procedures."

EFFECTIVE TIME

The Merger will become effective upon the filing of a Certificate of Merger
with the Secretary of State of the State of Delaware or such later time as is
specified in such certificate. The filing with respect to the Merger will occur
on the first day which is (i) the last business day of the month, (ii) after
satisfaction (or waiver) of the regulatory approval condition to consummation of
the Merger, and (iii) at least two business days after satisfaction (or waiver)
of the remaining conditions to BAC's and Continental's obligations to effect the
Merger. See "THE MERGER AGREEMENT -- Conditions to Consummation of the Merger."

CONVERSION OF SHARES; PROCEDURES FOR EXCHANGE OF CERTIFICATES; DIVIDENDS

Conversion of Shares. The conversion of Continental Common Stock into BAC
Common Stock or the right to receive cash, Continental Series 1 Preferred Stock
into BAC Series 1 Preferred Stock and Continental Series 2 Preferred Stock into
BAC Series 2 Preferred Stock, respectively, will occur automatically at the
Effective Time.

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Procedures for Exchange of Certificates. Transmittal forms with respect to
Continental Common Stock will be distributed along with the Election Forms to
each holder of Continental Common Stock who is a holder of record on the date
which is five business days prior to the mailing of the Election Forms. Such
transmittal and Election Forms will contain instructions with respect to the
surrender of certificates representing Continental Common Stock to be exchanged
for BAC Common Stock or cash. See "-- Election Procedures."

As soon as practicable after the Effective Time, the Exchange Agent will
send a transmittal form to each former Continental Common Stockholder who has
not yet returned the Election Form and share certificates and to each holder of
outstanding Continental Preferred Stock (including any depositary holding shares
of Continental Series 2 Preferred Stock) who is a holder of record as of the
Effective Time. The transmittal form will contain instructions with respect to
the surrender of certificates representing Continental Series 1 Preferred Stock
and Continental Series 2 Preferred Stock to be exchanged for BAC Series 1
Preferred Stock and BAC Series 2 Preferred Stock, respectively. Except as may be
otherwise required by the depositary, holders of depositary shares representing
an interest in Continental Series 2 Preferred Stock will not be required to
execute any transmittal forms with respect to the exchange of receipts
representing depositary shares.

Neither BAC nor the Exchange Agent will be liable to any former stockholder
of Continental for any amount properly delivered to a public official pursuant
to applicable abandoned property, escheat or similar laws.

Any shares of Continental Common Stock or Continental Series 2 Preferred
Stock with respect to which appraisal rights have been properly perfected will
be purchased in accordance with the procedures described under "-- Appraisal
Rights" and under Section 262 of the Delaware Corporation Law attached as Annex
C to this Proxy Statement-Prospectus.

CONTINENTAL STOCKHOLDERS SHOULD NOT FORWARD CONTINENTAL STOCK CERTIFICATES
TO THE EXCHANGE AGENT UNTIL THEY HAVE RECEIVED TRANSMITTAL FORMS. CONTINENTAL
COMMON STOCKHOLDERS SHOULD NOT RETURN STOCK CERTIFICATES WITH THE ENCLOSED
PROXY.

Dividends. Until the certificates representing Continental Common Stock and
Continental Preferred Stock are surrendered for exchange pursuant to the Merger
Agreement, each such certificate will be deemed to evidence only the right to
receive upon surrender the Cash Consideration, Stock Consideration or BAC Mirror
Preferred and holders of such certificates will not receive the Cash
Consideration (if such certificates are to be converted into cash in the
Merger), the Stock Consideration, the BAC Mirror Preferred or dividends on the
Stock Consideration or the BAC Mirror Preferred into which such shares have been
converted. When such certificates are surrendered, the Cash Consideration, the
Stock Consideration, the BAC Mirror Preferred and any such unpaid dividends will
be paid without interest. Each certificate which represents shares of
Continental Common Stock or Continental Preferred Stock outstanding at the
Effective Time will be deemed to evidence ownership of the cash or the shares of
BAC Common Stock or BAC Mirror Preferred into which those shares have been
converted by virtue of the Merger.

STOCK EXCHANGE LISTING

It is a condition to each party's obligation to consummate the Merger that
the shares of BAC Common Stock, BAC Series 1 Preferred Stock and the depositary
shares representing interests in BAC Series 2 Preferred Stock to be issued in
connection with the Merger be approved for listing on the NYSE, subject to
official notice of issuance. See "THE MERGER AGREEMENT--Conditions to
Consummation of the Merger--Conditions to Each Party's Obligation to Effect the
Merger."

DIVIDENDS

Under the Merger Agreement, Continental has agreed that, until the
Effective Time, it will not declare or pay any dividends other than regular
quarterly dividends ($0.15 per share) on Continental Common Stock and on
Continental Preferred Stock. See "THE MERGER AGREEMENT--Conduct of Continental's
Business Prior to the Merger."

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INTERESTS OF CERTAIN PERSONS IN THE MERGER

The Merger Agreement provides that, for six years after the Effective Time,
BAC will indemnify, defend and hold harmless the present and former officers,
directors, employees and agents of Continental and its subsidiaries against all
losses, expenses, claims, damages or liabilities arising out of actions or
omissions occurring at or prior to the Effective Time to the full extent
permitted under Delaware law and by the charter and by-laws of Continental as in
effect on the date of the Merger Agreement. The Merger Agreement also provides
that BAC, for a period of six years after the Effective Time, will maintain in
effect the policies of directors' and officers' liability insurance maintained
by Continental (provided that BAC may substitute therefor policies of at least
the same coverage and amounts containing terms and conditions no less favorable
to the beneficiaries thereof) with respect to claims arising from facts or
events which occurred before the Effective Time, provided that BAC will not be
obligated to make annual premium payments for such insurance to the extent such
premiums would exceed 200% of the premiums paid by Continental for such
insurance as of the date of the Merger Agreement. See "THE MERGER
AGREEMENT--Additional Agreements--Indemnification by BAC."

At the Effective Time, William M. Goodyear, Vice Chairman of Continental,
will assume the position of Chairman and Chief Executive Officer of Bank of
America Illinois and will continue to be responsible for middle-market and
private banking business, and Michael J. Murray, Vice Chairman of Continental,
will become a Group Executive Vice President of Bank of America responsible for
leading the combined corporate banking businesses of Bank of America's U.S.
Corporate Banking Group and Continental's corporate banking group.

During negotiations regarding the Merger, BAC expressed the desire that
previously executed termination agreements between Continental and Mr. Goodyear
and Mr. Murray be extinguished prior to completion of the Merger. This led to
negotiations among BAC, Continental and Messrs. Goodyear and Murray, which
resulted in BAC, Continental and each of Messrs. Goodyear and Murray entering
into agreements pursuant to which such officers will waive all rights under
their previously executed termination agreements with Continental in exchange
for the lump sum payment by Continental to each such officer of $1,000,000 (less
deductions for taxes and other withholdings) immediately prior to the Effective
Time of the Merger. Had Messrs. Goodyear and Murray not agreed to the
extinguishment of their termination agreements with Continental, estimated costs
associated with those agreements would have been well in excess of $1,000,000 if
triggered after a change of control. Messrs. Goodyear and Murray will also be
eligible to participate in the severance program described below to be adopted
by BAC pursuant to the terms of the Merger Agreement. Messrs. Goodyear and
Murray will each be treated as a Vice Chairman for purposes of calculating the
severance pay which such officers may be eligible to receive under such
severance program to be adopted by BAC pursuant to the terms of the Merger
Agreement, as well as for purposes of treatment of stock options, and each will
be eligible to receive the maximum payment available to a Vice Chairman. In
addition, the full amount of applicable bonuses Messrs. Goodyear and Murray
actually received (other than the $1,000,000 bonuses referred to immediately
above) will be used in calculating severance pay, no cap on severance pay will
be imposed pursuant to Section 280G of the Code and BAC will pay any excise
taxes caused by the payment of such severance pay.

Continental has entered into senior executive termination agreements
("Termination Agreements") with Messrs. Higgins, Huber, O'Neill, Sherman,
Stocker, Theobald and Thompson. The Termination Agreements generally provide
that if, within two years subsequent to a "change of control" of Continental
(such as by virtue of the Merger), the officer's employment is terminated, or
the officer terminates his employment as the result of certain specified actions
taken by Continental or its successor, the officer shall be entitled to receive:
(i) two times the officer's annual base salary, payable over a two-year period;
(ii) a lump sum payment equal to two times the amount determined by multiplying
the officer's base salary by the average percentage of bonus to base salary paid
to the officer during the previous two years; (iii) the extension of life
insurance and medical, health, and disability plan coverage (or receipt of
equivalent coverage) for two years to the extent such plans are offered by
Continental during such two-year period and to the extent not received in
connection with other employment; (iv) a retirement benefit equivalent to vested
retirement benefits and two years additional credited service under
Continental's ordinary retirement plans; (v) an amount equal to two years of
basic matching employer contributions under Continental's Employees Savings
Incentive Plan and Trust;

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<PAGE> 42

(vi) a payment equal to the tax, if any, payable by the officer as a result of
provisions of Section 280G of the Code or any other similar law applicable to
"change of control" arrangements; and (vii) outplacement counseling services
within two years from the date of termination. The Merger will constitute a
"change of control" under the Termination Agreements. If payments under the
Termination Agreements are triggered after a change of control, estimated costs
associated with these agreements would be approximately $1,500,000, $2,500,000,
$2,300,000, $2,000,000, $1,400,000 and $1,400,000 for Messrs. Higgins, Huber,
O'Neill, Sherman, Stocker and Thompson, respectively. In the event of a change
of control, estimated costs associated with Mr. Theobald's Termination Agreement
would be approximately $3,900,000, and certain additional non-cash benefits to
Mr. Theobald for two years after consummation of the Merger would have an
estimated value of $125,000 per year. The estimated costs associated with all
these termination arrangements aggregate approximately $15,250,000 for the seven
executives. Although it currently has not done so, BAC or its subsidiaries may
offer one or more of such officers employment terms in the future, which, if
accepted, could entail the waiver of their rights under their Termination
Agreements. If, within two years after termination, the officer becomes employed
by an employer that is in direct competition with Continental and its
subsidiaries or their successors, then the amount of salary and bonus payments
under the applicable Termination Agreement are offset by any salary and bonus
received in connection with such other employment. The officer is not required
to seek other employment or otherwise mitigate the amount of any payments. The
Termination Agreements contain an initial termination date of December 31, 1994
(December 31, 1995 for Mr. O'Neill's Termination Agreement) but, beginning
December 31, 1992 (December 31, 1993 for Mr. O'Neill's Termination Agreement),
and each December 31 thereafter, automatically extend for one additional year
unless either party gives notice of cancellation 90 days prior to such December
31. The expiration of such Termination Agreements would not, however, affect the
rights or obligations of Continental or the officer arising from a "change of
control" occurring prior to such expiration.

The Merger will also constitute a "change of control" accelerating the
vesting of all unvested Continental employee stock options held by Messrs.
Higgins, Huber, O'Neill, Sherman, Stocker, Theobald, Thompson, Goodyear and
Murray as of the Effective Time, under the terms of the stock option agreements
evidencing such options. Currently, such executives have been granted options,
which will not have vested by August 1, 1994, to purchase 376,667 shares of
Continental Common Stock, representing an aggregate value to such executives of
$5,741,305 assuming a value of $37.14 per share of Continental Common Stock. As
discussed below, all Continental employee stock options outstanding at the
Effective Time will be converted into rights with respect to BAC Common Stock,
and, accordingly, the value realizable upon exercise by the holders of such
options will depend upon the price of BAC Common Stock at the time of such
exercise.

The Merger Agreement provides for (i) the conversion of Continental
employee stock options and stock appreciation rights other than stock
appreciation rights under Continental's 1991 performance unit plan ("Continental
Options") held by seven Continental executives who are parties to existing
Termination Agreements with Continental (Messrs. Higgins, Huber, O'Neill,
Sherman, Stocker, Theobald and Thompson), into such rights with respect to BAC
Common Stock, and the assumption by BAC of such Continental Options, with
adjustments to the number of shares and price per share to reflect the Stock
Consideration, which option may be exercised during the time provided in
accordance with the stock option agreement by which it is evidenced and, if
longer, within a one-year period following a termination of employment entitling
such employees to termination benefits under such termination agreements so long
as the exercise period does not extend past the stated expiration date of the
stock options and (ii) the conversion of Continental Options held by other
Continental employees into such rights with respect to BAC Common Stock, and the
assumption by BAC of such Continental Options, with adjustments to the number of
shares and price per share to reflect the Stock Consideration and with an
extended exercise period for certain employees who receive severance pay under
BAC's severance program to be adopted as of the Effective Time, to the extent
such stock options are vested as of the employee's separation date or would have
vested had the employee remained employed during the particular employee's
severance pay period (except for options issued within six months of the
separation date) in accord with and subject to the severance program, equal to
the time provided in accordance with the stock option agreement by which it is
evidenced and, if longer, within a one-year period from the employee's
separation date under the severance program but not past the stated expiration
date of the stock options. At the Effective Time, all rights with respect to
Continental Common

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<PAGE> 43

Stock pursuant to stock appreciation rights granted under Continental's 1991
performance unit plan (the "Continental 1991 Plan"), which are outstanding at
the Effective Time, whether or not then exercisable, will be settled for cash
provided that the amount payable for each stock appreciation right granted by
Continental in March 1991 will not exceed $2.62, and the amount payable for each
stock appreciation right granted by Continental in May 1991 will not exceed
$0.435. The stock appreciation rights described in the preceding sentence are
held by approximately 112 present and former employees of Continental and its
subsidiaries, and the aggregate amount payable upon settlement for cash of all
such rights is expected to be $1,672,164.

In connection with the Merger, BAC has agreed to adopt a severance program
which will be similar in all material respects to BAC's Merger Transition
Program and U.S. Senior Management Transition Program (which were certain
programs adopted in connection with SPC's merger into BAC in 1992) with respect
to severance pay and stock treatment and similar in all material respects to
BAC's Employee Transition Program with respect to all other benefits. According
to the terms of these programs, which are subject to certain conditions,
limitations and exceptions, eligible Continental employees may receive payments,
in the event they are terminated as a result of the Merger, equal to three
weeks' base pay for each full year of credited service, subject to a minimum of
three months' base pay and a maximum of 18 months' base pay. Under these same
programs, eligible members of senior management of Continental, in the event
such employees are terminated as a result of the Merger, may receive payments
which range in amount (according to such employee's title or level) from 1.5 to
2.5 times the employee's "monthly pay" (as such term is defined in the severance
program) times the number of full years of credited service, subject to a
minimum ranging from 12 to 24 times monthly pay and a maximum ranging from 18 to
30 times monthly pay. For example, employees with the title "Vice Chairman" will
receive an amount equal to 2.5 times their monthly pay times the number of such
employee's full years of credited service; but not less than 24 times monthly
pay and not more than 30 times monthly pay. These severance programs will not
apply to Continental employees who are party to termination agreements with
Continental other than Messrs. Goodyear and Murray as described above.

BAC has agreed to maintain such severance program in effect for not less
than twelve months following the Effective Time, provided that benefits under
such program may be modified or eliminated earlier if they are of little
financial consequence to recipients.

Continental executive officers and directors who own Continental Common
Stock or who hold options to purchase Continental Common Stock will have such
holdings converted into the Stock Consideration and/or the Cash Consideration or
into rights with respect to BAC Common Stock, respectively, as a result of the
Merger. For information with respect to the stock ownership of Continental
directors and executive officers, see "PRINCIPAL AND OTHER STOCKHOLDERS OF
CONTINENTAL." For information with respect to Continental employee stock options
and stock appreciation rights held by the executive officers of Continental
named in the Summary Compensation Table, including the value of such options and
rights as of December 31, 1993, see "EXECUTIVE OFFICER
COMPENSATION -- Aggregated Option/SAR Exercises in 1993 and Option/SAR Values at
Year-End 1993."

Pursuant to Continental's Stock Plan for Directors (see "ELECTION OF
CONTINENTAL DIRECTORS -- Director Compensation"), the Merger will constitute a
"change of control" causing the forfeiture restrictions to lapse on 6,272 shares
of Continental Common Stock owned by directors (other than salaried officers of
Continental or its subsidiaries) and received subject to these restrictions at
their election in lieu of annual retainer and meeting fees.

APPROVAL AND ADOPTION OF THE MERGER AGREEMENT BY THE CONTINENTAL COMMON
STOCKHOLDERS WILL ALSO CONSTITUTE APPROVAL OF THE FOREGOING BENEFITS TO BE
RECEIVED BY CONTINENTAL'S DIRECTORS, EXECUTIVE OFFICERS AND OTHER EMPLOYEES.

For a description of the ownership interests of Continental's directors and
executive officers, see "PRINCIPAL AND OTHER STOCKHOLDERS OF CONTINENTAL."

ACCOUNTING TREATMENT

The Merger will be accounted for by BAC under the purchase method of
accounting in accordance with Accounting Principles Board Opinion No. 16,
"Business Combinations," as amended ("APB No. 16"). Under this method of
accounting, the purchase price will be allocated to assets acquired and
liabilities assumed based

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on their estimated fair values at the Effective Time. Income of the combined
company will not include income (or loss) of Continental prior to the Effective
Time.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary description of the material federal income tax
consequences of the Merger. This summary is not a complete description of all of
the consequences of the Merger and, in particular, may not address federal
income tax considerations that may affect the treatment of a stockholder which,
at the Effective Time, already owns some BAC stock, which is a foreign
corporation, a tax exempt entity, or an individual who acquired Continental
Common Stock pursuant to an employee stock option, or which exercises some form
of control over Continental. Each stockholder's individual circumstances may
affect the tax consequences of the Merger to such stockholder. In addition, no
information is provided herein with respect to the tax consequences of the
Merger under applicable foreign, state or local laws. Consequently, each
Continental stockholder is advised to consult a tax advisor as to the specific
tax consequences of the Merger to that stockholder.

General. It is intended that the Merger qualify as a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
that BAC and Continental be treated under Section 368(b) as parties to the
reorganization and that the exchange by the Continental Common Stockholders and
holders of Continental Preferred Stock of their Continental shares for BAC
shares or cash have the tax treatment set forth below.

Neither BAC nor Continental has requested or will request an advance ruling
from the Internal Revenue Service ("IRS") as to the tax consequences of the
Merger. It is a condition to the Merger that Continental receive an opinion from
Wachtell, Lipton, Rosen & Katz, its special counsel, that the Merger will be
treated for federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Code, that BAC and Continental will each be a party to
that reorganization and that no gain or loss will be recognized by the
stockholders of Continental to the extent they receive BAC Common Stock or BAC
Mirror Preferred solely in exchange for their Continental shares.

Assuming such opinion is issued, the results will be as follows. No gain or
loss will be recognized by BAC or by Continental as a result of the Merger. A
Continental Common Stockholder who receives solely Stock Consideration (except
for cash in lieu of fractional shares, discussed below) in exchange for all
shares of Continental Common Stock actually owned by him or her will not
recognize any gain or loss upon such exchange for federal income tax purposes. A
stockholder who receives solely BAC Mirror Preferred in exchange for all shares
of Continental Preferred Stock actually owned by him or her will not recognize
any gain or loss upon such exchange for federal income tax purposes. The tax
basis of the Stock Consideration or BAC Mirror Preferred received in such
exchanges will be equal (except for the basis attributable to any fractional
shares of BAC Common Stock, discussed below) to the basis of the Continental
Common Stock or Continental Preferred Stock surrendered in exchange therefor.
Provided the Continental Common Stock or Continental Preferred Stock so
surrendered was held as a capital asset at the time of the exchange, the holding
period of the Stock Consideration or BAC Mirror Preferred received will include
the holding period of shares of Continental Common Stock or Continental
Preferred Stock surrendered.

A Continental Common Stockholder who owns no Continental Preferred Stock
and who receives solely Cash Consideration in exchange for all of his or her
shares of Continental Common Stock should recognize a gain or loss for federal
income tax purposes equal to the difference between the cash received and the
Continental Common Stockholder's tax basis in the Continental Common Stock
surrendered in exchange therefor. Assuming such Continental Common Stockholder,
at the time of the exchange, held the Continental Common Stock as a capital
asset, such gain or loss should be capital gain or loss and, if so treated, will
be long-term capital gain or loss if the Continental Common Stockholder's
holding period at that time is more than one year. The Code contains limitations
on the extent to which stockholders may deduct capital losses from ordinary
income.

A Continental Common Stockholder who owns both Continental Preferred Stock
and Continental Common Stock, and who receives Cash Consideration, will
recognize no gain or loss on the exchange of the Continental Preferred Stock for
BAC Mirror Preferred, and will recognize gain, but not loss, on the receipt of

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Cash Consideration with respect to the Continental Common Stock. Such gain may
be taxable as a dividend, under rules described further below. Any loss not so
recognized will be included in the adjusted basis of the BAC Mirror Preferred
received in the exchange.

Receipt of Part Cash, Part BAC Common Stock. The Merger Agreement provides
that Continental Common Stockholders are entitled to elect to receive either all
Stock Consideration, or all Cash Consideration, or to make no election; however,
in certain circumstances, a Continental Common Stockholder may receive both
Stock Consideration and Cash Consideration. If a Continental Common Stockholder
does receive in the Merger both Stock Consideration and Cash Consideration, as
discussed below, the receipt of the Cash Consideration could be taxed as a
dividend. A Continental Common Stockholder's tax consequences will also depend
on whether Continental shares were purchased at different times at different
prices. If they were, while the Continental Common Stockholder would not
recognize gain or loss on the shares of Continental Common Stock exchanged for
BAC Common Stock and the basis would carry over, he or she could recognize gain,
but could not recognize loss, on the receipt of Cash Consideration in exchange
for other shares of Continental Common Stock. Such gain might be taxed as a
dividend, as described below. Any disallowed loss would be included in the
adjusted basis of the BAC Common Stock. Such a Continental Common Stockholder is
strongly advised to consult his or her own tax advisor respecting the tax
consequences of the Merger on that stockholder.

Possible Dividend Treatment. The constructive ownership rules of Section
318 of the Code are important in determining whether a holder of Continental
Common or Preferred Stock who receives a combination of BAC Common or Preferred
Stock and cash in the Merger will receive capital gain or ordinary dividend
treatment of any gain recognized by that stockholder. Those rules apply in
certain specified circumstances to attribute ownership of shares of a
corporation from the stockholder actually owning the shares, whether an
individual, a trust, a partnership or a corporation, to certain members of the
individual's family or to certain individuals, trusts, partnerships or
corporations in which that stockholder has an ownership or beneficial interest,
or which have an ownership or beneficial interest in that stockholder. A
stockholder is also considered under these rules to own any shares with respect
to which that stockholder holds exercisable options.

Except in the case of cash received in lieu of a fractional share,
discussed below, the determination of whether a cash payment received in the
Merger has the effect of the distribution of a dividend will be made by
comparing the proportionate interest of the stockholder after the Merger with
the proportionate interest the stockholder would have had if the stockholder had
received solely Stock Consideration, or solely BAC Common Stock and BAC Mirror
Preferred. This comparison is made as though BAC had issued in the Merger to
such stockholder solely its BAC Common Stock (or BAC Common Stock and BAC Mirror
Preferred) and, in a hypothetical redemption under the rules of Section 302 of
the Code, BAC had redeemed such portion of its BAC Common Stock as represented
in value, at the time of the Merger, the amount of cash the stockholder
received. In making this comparison, the constructive ownership rules of the
Code apply. The amount of any such dividend, so determined, is limited to that
stockholder's ratable share of the accumulated earnings and profits of
Continental at the Effective Time.

Under IRS guidelines, a hypothetical redemption involving a minority BAC
stockholder whose relative stock interest in BAC is minimal, who exercises no
control over the affairs of BAC and who experiences a reduction in the
stockholder's proportionate stock interest, will not receive dividend treatment
of the cash received in these circumstances, under the rules of Section
302(b)(1) of the Code. Because the determination of whether a cash payment will
be treated as having the effect of the distribution of a dividend generally will
depend in part upon the facts and circumstances of each holder of Continental
Common Stock (for example, whether or not such stockholder also owns any BAC
stock), such stockholders are strongly advised to consult their own tax advisors
regarding the tax treatment of cash received in the Merger.

Cash in Lieu of Fractional Shares. Continental Common Stockholders who
hold Continental Common Stock as a capital asset and who receive in the Merger,
in exchange for such stock, solely BAC Common Stock and cash in lieu of a
fractional share interest in BAC Common Stock will be treated as having received
such fraction of a share of BAC Common Stock and then as having received cash in
redemption by BAC of the fractional share interest. Under IRS guidelines, since
the cash is being distributed in lieu of fractional

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shares solely for the purpose of saving BAC the expense and inconvenience of
issuing and transferring fractional shares, and is not separately bargained-for
consideration, the cash received will be treated as having been received in part
or full payment in exchange for the fractional share of stock redeemed, and as
capital gain or loss, not as a dividend.

Exercise of Appraisal Rights. The transaction will be a taxable event for
holders solely of shares of Continental Common Stock or Continental Series 2
Preferred Stock who perfect appraisal rights under Delaware law and receive
solely cash in exchange for their shares. Such a stockholder should recognize
capital gain or loss, assuming that the shares are held by such stockholder as a
capital asset at the Effective Time, equal to the difference between the amount
of cash received and the stockholder's tax basis in the shares surrendered.

Backup Withholding. Unless an exemption applies, the Exchange Agent will
be required to withhold, and will withhold, 31% of any cash payments to which a
stockholder or other payee is entitled pursuant to the Merger, unless the
stockholder or other payee provides his or her tax identification number (social
security number or employer identification number) and certifies that such
number is correct. Each stockholder and, if applicable, each other payee is
required to complete and sign the Substitute Form W-9 that will be included as
part of the transmittal letter to avoid backup withholding (or W-8 if the
stockholder is a nonresident alien or foreign entity), unless an applicable
exemption exists and is proved in a manner satisfactory to BAC and the Exchange
Agent.

THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. IT
DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN TAX ASPECTS OF THE MERGER. THE
DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE CODE, EXISTING AND
PROPOSED TREASURY REGULATIONS THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS AND
COURT DECISIONS. ALL OF THE FOREGOING ARE SUBJECT TO CHANGE AND ANY SUCH CHANGE
COULD AFFECT THE CONTINUING VALIDITY OF THIS DISCUSSION. SINCE THE FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER TO THE CONTINENTAL COMMON STOCKHOLDERS
DEPEND TO A GREAT EXTENT ON WHETHER THEY RECEIVE BAC COMMON STOCK OR CASH, IT IS
IMPORTANT THAT EACH CONTINENTAL COMMON STOCKHOLDER RETURN THE ELECTION FORM, SO
THAT IT IS RECEIVED BEFORE THE ELECTION DEADLINE.

EFFECT ON EMPLOYEE BENEFIT PLANS

Pursuant to the Merger Agreement, BAC and Continental have agreed that
Continental employee benefit plans will remain in effect temporarily after the
Effective Time. As soon as practicable after the Effective Time, Continental
employee benefit plans will be discontinued or merged into BAC plans and
employees of Continental will become eligible for the employee benefit plans of
BAC on the same terms as such plans and benefits are generally offered from time
to time to employees of Bank of America, in comparable positions with Bank of
America. Such employees will be credited for the years of service with
Continental and its affiliates under the employee benefit plans to be provided
by BAC to such employees, to the same extent such service was recognized for
similar plans of Continental. However, with respect to any pension benefit plan
of BAC, such service will be counted only for purposes of vesting, eligibility
for participation and early retirement and the rate of prospective benefit
accrual.

APPRAISAL RIGHTS

Record holders of Continental Common Stock or Continental Series 2
Preferred Stock are entitled to appraisal rights under Section 262 of the
Delaware Corporation Law in connection with the Merger. Record holders of
Continental Series 1 Preferred Stock are not entitled to such appraisal rights.
The following provides a discussion of the material provisions of the law
pertaining to appraisal rights under the Delaware Corporation Law. Such
discussion is not a complete statement of such law and is qualified in its
entirety by the full text of Section 262 which is presented in its entirety as
Annex C to this Proxy Statement-Prospectus. Although record holders of
Continental Series 2 Preferred Stock are entitled to appraisal rights, such
holders are not entitled to vote on the Merger. Except as set forth herein,
stockholders of BAC and Continental will not be entitled to appraisal rights in
connection with the Merger.

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<PAGE> 47

All record holders of Continental Common Stock or record holders of
Continental Series 2 Preferred Stock who wish to exercise their appraisal rights
with respect to such shares must comply with the procedures of Section 262 of
the Delaware Corporation Law.

All shares of Continental Series 2 Preferred Stock are presently held by
the Depositary pursuant to the terms of the Deposit Agreement among Continental,
Mellon Bank, N.A., as Depositary, and the holders from time to time of the
depositary receipts issued by the Depositary thereunder. A holder of depositary
receipts evidencing depositary shares ("Depositary Shares") representing
interests in shares of Continental Series 2 Preferred Stock is not a holder of
record of the underlying shares of Continental Series 2 Preferred Stock.
Therefore, any such holder wishing to exercise appraisal rights must withdraw
such shares of Continental Series 2 Preferred Stock from the Depositary in order
to become a record holder of such shares and deliver to Continental a written
demand for appraisal prior to the vote by holders of Continental Common Stock on
the Merger at the Meeting and otherwise fully comply with all the procedures for
perfecting appraisal rights. A holder may withdraw only whole shares of
Continental Series 2 Preferred Stock underlying such Depositary Shares. The
Depositary will not exercise appraisal rights on behalf of a holder of
Depositary Shares.

Holders of Depositary Shares representing interests in whole shares of
Continental Series 2 Preferred Stock who wish to withdraw such whole shares may
do so by delivering to the Depositary at Mellon Bank, N.A., c/o Mellon
Securities Trust Company, 85 Challenger Road, Ridgefield Park, New Jersey 07660
the receipts evidencing Depositary Shares and such documents or certificates as
may be required by the Depositary. A holder of Depositary Shares who withdraws
shares of Continental Series 2 Preferred Stock in order to demand appraisal of
such shares will be entitled to redeposit such shares (or the shares of BAC
Mirror Preferred received therefor in the Merger) with the Depositary and to
receive in exchange therefor receipts evidencing Depositary Shares in the event
(i) such holder subsequently withdraws such demand for appraisal within the
period for withdrawal pursuant to Section 262 of the Delaware Corporation Law as
described below, (ii) appraisal rights are not available for shares of
Continental Series 2 Preferred Stock because the Merger is not consummated or
(iii) such holder loses or otherwise fails to perfect such holder's appraisal
rights. In order to redeposit shares of Continental Series 2 Preferred Stock (or
the shares of BAC Mirror Preferred received therefor in the Merger) with the
Depositary, such holder must deliver to the Depositary the certificates for such
shares, together with instructions that such shares be so redeposited, each in a
form satisfactory to the Depositary. Such delivery shall not be later than the
30th day after the earlier of (i) the withdrawal of such demand for appraisal by
such holder, (ii) notice of Continental that appraisal rights are not available
for such shares because the Merger was not consummated or (iii) the date on
which such holder loses or otherwise fails to perfect such holder's appraisal
rights. Continental will notify any holder of Depositary Shares who so withdraws
shares of Continental Series 2 Preferred Stock in the event appraisal rights in
respect of such shares of Continental Series 2 Preferred Stock are not available
because the Merger is not consummated. Any holder wishing to withdraw or
redeposit shares as aforesaid should contact the Depositary at the address set
forth above.

The Depositary has fixed the close of business on the Record Date as the
record date for determining which holders of Depositary Shares are entitled to
receive notice of the Meeting. This Proxy Statement-Prospectus constitutes such
notice.

Section 262. Under the Delaware Corporation Law, record holders of shares
of Continental Common Stock and Continental Series 2 Preferred Stock who follow
the procedures set forth in Section 262 will be entitled to have their shares of
Continental Common Stock and Continental Series 2 Preferred Stock appraised by
the Delaware Court of Chancery and to receive payment of the "fair value" of
such shares, exclusive of any element of value arising from the accomplishment
or expectation of the Merger, together with a fair rate of interest, if any, as
determined by such court.

Under Section 262, where a merger is to be submitted for approval at a
meeting of stockholders, as in the case of the Meeting, not less than 20 days
prior to the meeting, Continental must notify each of the record holders of
Continental Common Stock and Continental Series 2 Preferred Stock at the close
of business on the Record Date that such appraisal rights are available and
include in each such notice a copy of Section 262. This Proxy
Statement-Prospectus constitutes such notice. Any such stockholder who wishes to
exercise

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appraisal rights should review Annex C carefully because failure to timely and
properly comply with the procedures specified will result in the loss of
appraisal rights under the Delaware Corporation Law.

A record holder of shares of Continental Common Stock or Continental Series
2 Preferred Stock wishing to exercise appraisal rights must deliver to
Continental before the vote by holders of Continental Common Stock on the Merger
at the Meeting, a written demand for appraisal of such holder's shares of
Continental Common Stock or Continental Series 2 Preferred Stock. Such written
demand must reasonably inform Continental of the identity of the stockholder of
record and that such record stockholder intends thereby to demand appraisal of
such shares. In addition, a holder of shares of Continental Common Stock or
Continental Series 2 Preferred Stock wishing to exercise appraisal rights must
hold of record such shares on the date the written demand for appraisal is made
and must continue to hold of record such shares through the Effective Time.

Only a holder of record of shares of Continental Common Stock or
Continental Series 2 Preferred Stock is entitled to assert appraisal rights for
such shares registered in that holder's name. A demand for appraisal should be
executed by or on behalf of the holder of record fully and correctly, as the
holder's name appears on the stock certificates.

If the shares of Continental Common Stock or Continental Series 2 Preferred
Stock are owned of record in a fiduciary capacity, such as by a trustee,
guardian or custodian, execution of the demand should be made in that capacity,
and if the shares of Continental Common Stock or Continental Series 2 Preferred
Stock are owned of record by more than one person, as in a joint tenancy or
tenancy in common, the demand should be executed by or on behalf of all joint
owners. An authorized agent, including one or more joint owners, may execute a
demand for appraisal on behalf of a holder of record; however, the agent must
identify the record owner or owners and expressly disclose the fact that, in
executing the demand, the agent is agent for such owner or owners. A record
holder such as a broker who holds Continental Common Stock or Continental Series
2 Preferred Stock as nominee for several beneficial owners may exercise
appraisal rights with respect to the Continental Common Stock or Continental
Series 2 Preferred Stock held for one or more beneficial owners while not
exercising such rights with respect to the Continental Common Stock or
Continental Series 2 Preferred Stock held for other beneficial owners. In such
case, the written demand should set forth the number of shares as to which
appraisal is sought and where no number of shares is expressly mentioned the
demand will be presumed to cover all Continental Common Stock or Continental
Series 2 Preferred Stock held in the name of the record owner. Holders of
Continental Common Stock or Continental Series 2 Preferred Stock who hold their
shares in brokerage accounts or other nominee forms and who wish to exercise
appraisal rights are urged to consult with their brokers to determine the
appropriate procedures for the making of a demand for appraisal by such nominee.

All written demands for appraisal of Continental Common Stock or
Continental Series 2 Preferred Stock should be sent or delivered to Corporate
Secretary, Continental Bank Corporation, 231 South LaSalle Street, Chicago,
Illinois 60697, and must be received before the vote on the Merger by holders of
Continental Common Stock at the Meeting.

Within ten days after the Effective Time, BAC, as the surviving corporation
in the Merger, must send a notice as to the effectiveness of the Merger to each
person who has satisfied the appropriate provisions of Section 262. Within 120
days after the Effective Time, but not thereafter, BAC, or any holder of shares
of Continental Common Stock or Continental Series 2 Preferred Stock who is
entitled to appraisal rights under Section 262 and who has complied with the
foregoing procedures, may file a petition in the Delaware Court of Chancery
demanding a determination of the fair value of such shares. BAC is not under any
obligation, and has no present intention, to file a petition with respect to the
appraisal of the fair value of the shares of Continental Common Stock or
Continental Series 2 Preferred Stock. Accordingly, it is the obligation of the
stockholders to initiate all necessary action to perfect their appraisal rights
within the time prescribed in Section 262. A holder of Continental Common Stock
or Continental Series 2 Preferred Stock will fail to perfect, and effectively
lose, the right to appraisal if no petition for appraisal is filed with the
Delaware Court of Chancery within 120 days after the Effective Time.

Within 120 days after the Effective Time, any record holder of shares of
Continental Common Stock or Continental Series 2 Preferred Stock who has
complied with the requirements for exercise of appraisal rights

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<PAGE> 49

will be entitled, upon written request, to receive from BAC a statement setting
forth the aggregate number of shares of Continental Common Stock or Continental
Series 2 Preferred Stock not voted in favor of the Merger and with respect to
which demands for appraisal have been received and the aggregate number of
holders of such shares. Such statements must be mailed within ten days after a
written request therefor has been received by BAC.

If a petition for an appraisal is timely filed, after a hearing on such
petition, the Delaware Court of Chancery will determine the holders of shares of
Continental Common Stock or Continental Series 2 Preferred Stock entitled to
appraisal rights and will appraise the "fair value" of the shares of Continental
Common Stock or Continental Series 2 Preferred Stock, exclusive of any element
of value arising from the accomplishment or expectation of the Merger. Holders
considering seeking appraisal should be aware that the fair value of their
shares of Continental Common Stock or Continental Series 2 Preferred Stock as
determined under Section 262 could be more than, the same as, or less than the
value of the consideration they would receive pursuant to the Merger Agreement
if they did not seek appraisal of their shares of Continental Common Stock or
Continental Series 2 Preferred Stock. The Delaware Supreme Court has stated that
"proof of value by any techniques or methods which are generally considered
acceptable in the financial community and otherwise admissible in court" should
be considered in the appraisal proceedings. In addition, Delaware courts have
decided that the statutory appraisal remedy, depending on factual circumstances,
may or may not be a dissenter's exclusive remedy.

The Court will determine the amount of interest, if any, to be paid upon
the amounts to be received by persons whose shares of Continental Common Stock
or Continental Series 2 Preferred Stock have been appraised. The costs of the
action may be determined by the Court and taxed upon the parties as the Court
deems equitable. The Court may also order that all or a portion of the expenses
incurred by any holder of shares of Continental Common Stock or Continental
Series 2 Preferred Stock in connection with an appraisal, including, without
limitation, reasonable attorneys' fees and the fees and expenses of experts
utilized in the appraisal proceeding, be charged pro rata against the value of
all of the shares of Continental Common Stock or Continental Series 2 Preferred
Stock entitled to appraisal.

Any holder of shares of Continental Common Stock or Continental Series 2
Preferred Stock who has followed the foregoing procedures and who has thereby
duly demanded an appraisal in compliance with Section 262 will not, after the
Effective Time, be entitled to vote the shares of Continental Common Stock or
Continental Series 2 Preferred Stock subject to such demand for any purpose or
be entitled to the payment of dividends or other distributions on those shares
(except dividends or other distributions payable to holders of record of shares
of Continental Common Stock or Continental Series 2 Preferred Stock as of a date
prior to the Effective Time).

A holder of shares of Continental Common Stock or Continental Series 2
Preferred Stock will fail to perfect, or effectively lose, the right to
appraisal if no petition for appraisal is filed with the Delaware Court of
Chancery within 120 days after the Effective Time. If any holder of shares of
Continental Common Stock who demands appraisal of shares under Section 262 fails
to perfect, or effectively withdraws or loses the right to appraisal, as
provided in the Delaware Corporation Law, the shares of Continental Common Stock
of such holder will be converted into shares of BAC Common Stock or cash in
accordance with the election procedures described in "-- Election Procedures"
and "-- Allocation." If any holder of shares of Continental Series 2 Preferred
Stock who demands appraisal of shares under Section 262 fails to perfect, or
effectively withdraws or loses, the right to appraisal, as provided in the
Delaware Corporation Law, the shares of Continental Series 2 Preferred Stock of
such holder will be converted into shares of BAC Series 2 Preferred Stock in
accordance with the Merger Agreement. A holder may withdraw a demand for
appraisal by delivering to BAC a written withdrawal of the demand for appraisal
and acceptance of the Merger, except that any such attempt to withdraw made more
than 60 days after the Effective Time will require the written approval of BAC.
BAC will regard any record holder of Continental Common Stock who has delivered
the above-mentioned written demand for appraisal and who subsequently delivers
an Election Form pursuant to the procedures described under "-- Election
Procedures" as having withdrawn such demand for appraisal.

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FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DELAWARE
CORPORATION LAW FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH
RIGHTS.

The foregoing is a summary of certain of the provisions of Section 262 of
the General Corporation Law of the State of Delaware and is qualified in its
entirety by reference to the full text of such Section, a copy of which is
attached hereto as Annex C.

CERTAIN CONSIDERATIONS WITH RESPECT TO THE MERGER
AND OPERATIONS AFTER THE MERGER

MANAGEMENT AND OPERATIONS AFTER THE MERGER

Upon the consummation of the Merger, the separate corporate existence of
Continental will cease and Continental will be merged with and into BAC, and
Continental's largest subsidiary, Continental Bank, will be renamed "Bank of
America Illinois." Following the Merger, it is intended that the administrative
headquarters of Bank of America's U.S. Corporate Banking Group will be moved to
Chicago. BAC expects that, after the Effective Time, John Richman, a member of
the Continental Board since 1980, will become a member of the Board of Directors
of BAC.

BAC currently anticipates that, after the Effective Time, it may redeem all
or a portion of the BAC Mirror Preferred. The decision to redeem, and the amount
of BAC Mirror Preferred to be so redeemed, are dependent upon receipt of
regulatory approval, interest rates at the time such decision is made and the
aggregate amount of cash and the aggregate value of shares of BAC Common Stock
to be issued in the Merger, among other things.

CERTAIN CONSIDERATIONS WITH RESPECT TO THE MERGER

BAC anticipates that after the Effective Time, a large percentage of
Continental's existing employees and customers will be retained. It is possible,
however, that a greater than expected number of Continental customers will move
their banking relationships to other financial institutions. It is also possible
that a greater than anticipated number of Continental employees will not be
retained. There also may be unanticipated operational or organizational
difficulties encountered in relocating the administrative headquarters of Bank
of America's U.S. Corporate Banking Group to Chicago. In addition, while BAC
expects to achieve modest operating cost savings through the consolidation of
certain operations, the elimination of duplicative corporate and administrative
expenses and the elimination of certain positions at Continental and within BAC,
there can be no assurance that BAC will be able to fully realize such cost
savings.

There also can be no assurance given as to the future market value of BAC
Common Stock and BAC Mirror Preferred after the Merger. For a discussion and
analysis of BAC's financial results, including its rate of return on average
total assets, its rate of return on average common stockholders' equity, its
ratio of common stockholders' equity to total assets and its earnings per common
and common equivalent share, see BAC's 1993 Annual Report on Form 10-K for the
year ended December 31, 1993. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

In deciding whether to approve and adopt the Merger Agreement, Continental
Common Stockholders should take particular note of the foregoing matters and
other matters contained herein or in those documents incorporated herein by
reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."

THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger
Agreement, which is attached as Annex A to this Proxy Statement-Prospectus and
is incorporated herein by reference. Such summary is qualified in its entirety
by reference to the Merger Agreement.

THE MERGER

The Merger Agreement provides that, following the approval of the Merger by
Continental Common Stockholders and the satisfaction or waiver of the other
conditions to the Merger, Continental will be merged

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with and into BAC. The Merger will become effective upon the filing with the
Secretary of State of the State of Delaware of a duly executed Certificate of
Merger or at such time thereafter as is provided in the Certificate of Merger
(the "Effective Time"). At the Effective Time, the capital stock of Continental
will be converted into capital stock of BAC or will be exchanged for cash, as
discussed elsewhere in this Proxy Statement-Prospectus. See "THE
MERGER -- Merger Consideration" and "-- Conversion of Shares; Procedures for
Exchange of Certificates; Dividends."

REPRESENTATIONS AND WARRANTIES OF BAC AND CONTINENTAL

Representations and Warranties of BAC. The Merger Agreement contains
representations and warranties by BAC including, but not limited to: (i) BAC's
organization, standing and similar corporate matters; (ii) the execution,
delivery and enforceability of the Merger Agreement and the Stock Option
Agreement; (iii) the delivery to Continental of certain of BAC's financial
statements; (iv) the material accuracy, as of the date of mailing to Continental
Common Stockholders, of information provided by BAC in connection with this
Proxy Statement-Prospectus, and the material compliance with law of the form of
documents which BAC is responsible for filing with any governmental entity in
connection with the Merger and related transactions; (v) the due authorization
and valid issuance of the BAC Common Stock and the BAC Mirror Preferred; (vi)
the absence of any action by BAC and certain of its subsidiaries which would
prevent the Merger from qualifying as a reorganization under Section 368 of the
Code; (vii) the employment of brokers and finders in connection with the Merger
and related transactions; (viii) BAC's allowance for credit losses and the
allowance for credit losses of certain of its subsidiaries; (ix) except as
disclosed and except in the ordinary course of business consistent with past
practice, the absence since September 30, 1993 of liabilities material to BAC
and certain of its subsidiaries when taken as a whole, and the absence of
changes or other events involving a prospective change in the business, assets,
financial condition or results of operations or prospects of BAC or certain of
its subsidiaries which has had or is reasonably likely to have, a material
adverse effect; and (x) the absence of material pending or threatened litigation
against BAC and certain of its subsidiaries except as disclosed in certain
filings with the SEC.

Representations and Warranties of Continental. The Merger Agreement
contains representations and warranties by Continental including, but not
limited to: (i) the structure, organization, standing and similar corporate
matters of Continental and certain of its subsidiaries; (ii) the capital
structure of Continental; (iii) Continental's authorization to enter into the
Merger and related transactions and the execution, delivery, performance and
enforceability of the Merger Agreement, the Stock Option Agreement and related
documents; (iv) the delivery to BAC of documents filed by Continental with the
SEC and the Office of the Comptroller of the Currency and the accuracy of
information contained therein; (v) the material accuracy of information supplied
by Continental in connection with the Registration Statement and this Proxy
Statement-Prospectus and the material compliance with law of the form of
documents Continental is responsible for filing with any governmental entity in
connection with the Merger and related transactions; (vi) compliance with
applicable law; (vii) the absence of material pending or threatened litigation
against Continental and certain of its subsidiaries, except as disclosed; (viii)
the filing of tax returns and payment of taxes; (ix) contracts relating to
certain employment, consulting and benefits matters; (x) retirement and other
employee benefit plans and matters relating to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"); (xi) the absence of enforcement
agreements with bank regulators, except as disclosed; (xii) except as disclosed
and except in the ordinary course of business consistent with past practice, the
absence since September 30, 1993, of liabilities material to Continental and
certain of its subsidiaries, and the absence of changes or events involving a
prospective adverse change in the business, assets, financial condition or
results of operations or prospects of Continental and certain of its
subsidiaries; (xiii) the inapplicability of Section 203 of the Delaware
Corporation Law and other state takeover laws, relating to business combinations
with interested stockholders, to the Merger and related transactions; (xiv) the
absence of defaults by Continental and certain of its subsidiaries under certain
contracts; (xv) good title to properties, free of liens except as specified;
(xvi) the adequacy of allowances for credit losses of Continental and certain of
its subsidiaries; (xvii) the absence of action by Continental and certain of its
subsidiaries which would prevent the Merger from qualifying as a reorganization
under Section 368 of the Code; (xviii) except as disclosed, the absence of
certain contracts that would restrict the business opportunities of Continental
and certain of its

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subsidiaries; (xix) the maintenance of adequate insurance; (xx) the interest of
certain persons in the business of Continental or certain of its subsidiaries;
(xxi) the absence of actions or conditions which would give rise to liabilities
under environmental laws; (xxii) the accuracy of accounting and loan records;
(xxiii) the enforceability of certain intellectual property rights; and (xxiv)
the legality, enforceability and prudence of entering into certain interest rate
risk management agreements.

CONDITIONS TO CONSUMMATION OF THE MERGER

Conditions to Each Party's Obligation to Effect the Merger. Each of BAC and
Continental's obligations to effect the Merger are subject to various
conditions, unless waived, which include, in addition to other customary closing
conditions, the following:

(i) The Continental Common Stockholders shall have approved all
matters relating to the Merger required to be approved by such stockholders
by the vote required under the Delaware Corporation Law at the Meeting;

(ii) All necessary governmental approvals for the Merger shall have
been obtained, including the approvals of all bank regulators and all state
securities and "blue sky" permits, and any waiting periods imposed by any
governmental entity with respect to the Merger shall have expired;

(iii) The S-4 shall have been declared effective and shall not be
subject to a stop order;

(iv) There shall not be any injunction or restraining order preventing
the consummation of the Merger in effect nor shall any proceeding by any
governmental entity seeking the same be pending nor shall the Merger be
illegal under any applicable law; and

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

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

(i) The representations and warranties of BAC set forth in the Merger
Agreement shall not, as of the date of execution of the Merger Agreement
and as of the Effective Time, contain any inaccuracies or omissions which
could be expected to have a material adverse effect on BAC;

(ii) BAC shall have performed in all material respects its obligations
under the Merger Agreement prior to the Effective Time;

(iii) Continental shall have received certain legal opinions from
counsel to BAC and comfort letters of BAC's independent auditors pertaining
to certain financial matters; and

(iv) Continental shall have received the opinion of Wachtell, Lipton,
Rosen & Katz to the effect that the Merger will be treated for federal
income tax purposes as a reorganization within the meaning of Section
368(a) of the Code and that no gain or loss will be recognized by
stockholders of Continental to the extent they receive BAC Common Stock or
BAC Mirror Preferred solely in exchange for shares of Continental Common
Stock or Continental Preferred Stock.

Conditions to the Obligations of BAC to Effect the Merger. The obligations
of BAC to effect the Merger are subject to the fulfillment or waiver at or prior
to the Effective Time of the following additional conditions:

(i) The representations and warranties of Continental set forth in the
Merger Agreement shall not, as of the date of execution of the Merger
Agreement and as of the Effective Time, contain any inaccuracies or
omissions which reasonably could be expected to have a material adverse
effect on Continental (which in any event for purposes of this condition
shall be deemed to have occurred if involving losses, liabilities (which if
contingent could reasonably be expected to result in loss), costs or
expenses of more than $75 million);

(ii) Continental shall have performed in all material respects its
obligations under the Merger Agreement;

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(iii) All consents or waivers (other than of governmental entities)
which are necessary to permit the succession by BAC to all material rights,
obligations and interests of Continental shall have been obtained;

(iv) BAC shall have received certain legal opinions from counsel to
Continental and comfort letters from Continental's independent auditors;

(v) Any cease and desist orders or other regulatory agreements binding
upon Continental or any of its subsidiaries shall be terminated;

(vi) There shall be no pending or threatened material actions against
BAC, Continental or any subsidiary of either with respect to the Merger or
the transactions contemplated thereby;

(vii) Except for matters previously included in disclosure schedules
delivered to BAC, there shall be no suit, action or proceeding, or any
investigation or inquiry by any governmental entity, pending or, to the
knowledge of Continental, threatened against Continental or certain of its
subsidiaries, unless BAC determines in the exercise of its reasonable
business judgment that such proceedings likely would not have a material
adverse effect on Continental (which in any event for purposes of this
condition will be deemed to occur if involving losses, liabilities (which
if contingent could reasonably be expected to result in loss), costs or
expenses of more than $75 million, except for proceedings, claims or
liabilities incurred since the date of the Merger Agreement in the ordinary
course of business);

(viii) Continental shall have paid all fees of certain attorneys,
accountants, investment bankers and other advisors who rendered services in
connection with the Merger and related transactions;

(ix) None of the events described in Section 11(a)(ii) or 13 of the
Continental Rights Agreement has occurred, and the rights thereunder have
not become nonredeemable nor exercisable for capital stock of BAC;

(x) There shall not be any action taken, or any statute, rule,
regulation or order enacted, entered, enforced or deemed applicable to the
Merger, by any governmental entity which imposes any condition or
restriction upon BAC or its subsidiaries, which in the reasonable business
judgment of BAC would be burdensome in the context of the Merger; and

(xi) From the date of the Merger Agreement, there shall have been no
material adverse change in the financial condition, results of operations,
businesses, assets or prospects of Continental or certain of its
subsidiaries.

CONDUCT OF CONTINENTAL'S BUSINESS PRIOR TO THE MERGER

Pursuant to the Merger Agreement, Continental has agreed that it will, and
will cause certain of its subsidiaries to, prior to the Effective Time: (i)
conduct its business in the usual regular and ordinary course consistent with
past practice and (ii) use its best efforts to maintain and preserve intact its
business organization, employees and advantageous business relationships and
retain the services of its officers and key employees.

In addition, pursuant to the Merger Agreement, Continental has agreed that,
prior to the Effective Time, it will not take, and will not permit any of its
subsidiaries that are subject to its control to take, without the prior written
consent of BAC, certain actions, including without limitation the following: (i)
other than in the ordinary course of business consistent with past practice,
incur any indebtedness for borrowed money, assume, guarantee, endorse or
otherwise become responsible for obligations of individuals or entities, or make
any loan; (ii) adjust, split, combine or reclassify any capital stock; (iii)
make, declare or pay any dividend on Continental Common Stock in excess of $0.15
per share per quarter (payable only out of certain dividendable earnings), or
make, declare or pay any dividend on Continental Preferred Stock other than
regular dividends; (iv) with certain exceptions, make any other distribution on,
redeem, purchase or otherwise acquire, any shares of its capital stock or grant
any stock appreciation rights, awards or rights to acquire any shares of its
capital stock; (v) issue any additional shares of capital stock, or any
securities or obligations convertible into capital stock except pursuant to the
exercise of the Continental Options; (vi) sell, transfer or dispose of any
property or assets to (or cancel or assign the indebtedness of) an entity or
individual other than a wholly owned subsidiary, except in the ordinary course
of business consistent with past practice or pursuant to

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agreements in force at January 27, 1994; (vii) make any material investment in
an individual or entity other than a wholly owned subsidiary, or discontinue any
lines of business of Continental or its subsidiaries except in the ordinary
course of business; (viii) terminate, or make any adverse material changes in,
any material contract or agreement, except in the ordinary course of business
consistent with past practice and except for renewals of contracts without
material adverse changes in terms; (ix) increase the compensation or benefits of
any of its directors, officers or employees except in the ordinary course of
business consistent with past practice, or accelerate the vesting of any stock
options other than certain severance-related accelerations discussed under "THE
MERGER -- Interests of Certain Persons in the Merger"; (x) settle any claim,
action or proceeding involving money damages, except in the ordinary course of
business consistent with past practice; (xi) amend its certificate of
incorporation or its by-laws or allow certain of its subsidiaries to do so, or
amend any provision of or redeem any rights under the Stockholder Rights Plan
adopted by Continental on July 22, 1991 (the "Continental Rights Agreement");
and (xii) enter into any new employment arrangements other than at-will
employment, or enter into certain consulting or independent contractor
agreements.

ADDITIONAL AGREEMENTS

Additional Covenants of BAC and Continental. The Merger Agreement contains
additional covenants of each of BAC and Continental to, among other things: (i)
allow the other party reasonable access to its officers, employees, agents,
books, records and properties; (ii) cooperate with one another and use
reasonable efforts to cause the Merger to occur, including conferring with one
another on a regular basis, advising one another of potentially adverse changes
and filing all necessary reports with bank regulators; (iii) consult with one
another as to the form of any press release or other public disclosure related
to the Merger; (iv) refrain from any actions which would cause the Merger
Agreement to become unenforceable in accordance with its terms; and (v)
coordinate with one another with respect to the declaration of any dividends in
respect of BAC Common Stock and Continental Common Stock, in order that the
holders of such stock will not receive two dividends or fail to receive one
dividend in any calendar quarter.

Additional Covenants of Continental. The Merger Agreement contains
additional covenants of Continental to, among other things:

(i) notify BAC of (a) any material change in the condition of its
business operations or those of its subsidiaries, (b) any complaints or
investigations against it or its subsidiaries by any governmental entity,
(c) the institution or threat of material litigation against it or any of
its subsidiaries or (d) any event that might cause any of its
representations, warranties or covenants set forth in the Merger Agreement
to be materially incorrect or untrue as of the Effective Time;

(ii) not change its fiscal year or its methods of accounting in effect
at December 31, 1993 (except as required by changes in generally accepted
accounting principles ("GAAP"));

(iii) identify those persons or entities who are its "affiliates" for
purposes of Rule 145 under the Securities Act, and to use all reasonable
efforts to cause such persons to agree not to dispose of the shares
received by them in connection with the Merger except in compliance with
the Securities Act;

(iv) take all action necessary so that the consummation of the Merger
will not (a) result in any payment becoming due to any employees under any
benefit plan, (b) increase any benefits otherwise payable under any benefit
plan, or (c) result in any acceleration of the time of payment or vesting
of any such benefits, except to the extent Continental has entered into
agreements regarding stock option awards or stock appreciation rights which
vest upon a change in control or with respect to certain termination
agreements; and

(v) terminate its dividend reinvestment plan as soon as is
practicable.

Modification of Accruals and Reserves. In addition to the covenants of
Continental discussed above, the Merger Agreement provides that Continental
will, prior to the Closing Date (as such term is defined in the Merger
Agreement), review and, to the extent determined necessary or advisable,
consistent with GAAP and the accounting rules, regulations and interpretations
of the SEC and its staff, modify and change its loan, accrual and reserve
policies and practices (including loan classifications and levels of reserves
and accruals and reserves to (i) reflect BAC's plans with respect to the conduct
of Continental's business following the Merger,

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<PAGE> 55

and (ii) make adequate provision for the costs and expenses relating thereto) so
as to be applied consistently on a mutually satisfactory basis with those of
BAC. The Merger Agreement also provides that, prior to the Closing Date,
Continental will adjust loan loss and other real estate-owned reserves as may be
appropriate, consistent with GAAP and the accounting rules, regulations and
interpretations of the SEC and its staff in light of then anticipated
post-Merger disposition of certain Continental assets. Under the Merger
Agreement, BAC and Continental have agreed to cooperate in preparing for the
implementation of the foregoing adjustments. Notwithstanding the foregoing,
Continental will not be obligated to take in any respect any such action (other
than pursuant to the preceding sentence) unless and until BAC acknowledges that
all conditions to its obligations to consummate the Merger have been satisfied.

No Solicitation of Transactions; Termination Payment. The Merger Agreement
provides that Continental and its respective subsidiaries will not, directly or
indirectly, authorize or permit any of its respective officers, directors,
employees, representatives and agents to solicit or encourage, or take any other
action to facilitate, any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any takeover proposal, or
agree to or endorse any acquisition proposal or participate in any discussions
or negotiations, or provide third parties with any nonpublic information,
relating to any such inquiry or proposal, except that Continental is not
prohibited from making public disclosures of the factual aspects of any
acquisition proposal received by Continental as may be required by law. The
Merger Agreement provides that Continental shall promptly advise BAC (orally and
in writing) of any such inquiry or proposal. For purposes of the foregoing,
"acquisition proposal" means any tender or exchange offer, proposal for a
merger, consolidation or other business combination involving Continental or any
of its subsidiaries or any proposal to offer or acquire in any manner a
substantial equity interest in, or a substantial portion of the assets of,
Continental or any of its subsidiaries other than the transactions contemplated
by the Merger Agreement and the Stock Option Agreement.

If the Merger Agreement is terminated pursuant to its terms other than by
either party due to a failure to receive the requisite regulatory approval for
the Merger or if the Effective Time does not occur by January 27, 1995, or other
than by Continental as a result of a material breach by BAC of the Merger
Agreement, and an Acquisition Event (as defined below) occurs after the date of
the Merger Agreement and within 18 months after the date of such termination,
Continental will pay to BAC the greater of (i) $60 million and (ii) if
applicable, an amount equal to the sum of (A) BAC's out-of-pocket expenses (and
the allocated costs of its in-house legal and accounting departments) in
connection with the Merger and (B) 3% of the Aggregate Value (as defined below)
of the Acquisition Event. For purposes of such provision, the "Aggregate Value"
of the Acquisition Event will be the sum of (a) the product of (1) the average
consideration paid per share of Continental Common Stock and (2) the sum of (A)
the number of such shares outstanding plus (B) the number of such shares
issuable upon exercise of options, warrants or other rights for conversion or
exchange of securities at exercise, conversion or exchange prices per share
lower than the consideration described in (1) above; (b) the product of (1) the
average consideration paid (other than pursuant to clause (c) below) per share
of non-convertible preferred stock of Continental and (2) the number of such
shares outstanding; (c) the value of any preferred stock of Continental assumed
or any preferred or common stock redeemed or repurchased in the transactions
involving the Acquisition Event; and (d) the value of any consideration received
by Continental in exchange for any shares of its capital stock or other
securities. For purposes of such provisions of the Merger Agreement, the term
"Acquisition Event" will mean any of the following: (i) any person other than
BAC has acquired pursuant to a tender offer or otherwise beneficial ownership of
20% or more of the outstanding shares of Continental Common Stock; (ii)
Continental has authorized, recommended, proposed or publicly announced an
intention to authorize, recommend or propose or enter into, an agreement with
any person other than BAC to (A) effect a merger, consolidation or similar
transaction involving Continental, (B) sell, lease or otherwise dispose of
assets of Continental or certain of its subsidiaries representing 15% or more of
the consolidated assets of Continental and its subsidiaries, or (C) issue, sell
or otherwise dispose of securities representing 20% or more of the voting power
of Continental or certain of its subsidiaries.

Indemnification by BAC. The Merger Agreement provides that, for six years
after the Effective Time, BAC will indemnify, defend and hold harmless the
present and former officers, directors, employees and agents of Continental and
its subsidiaries for all losses, expenses, claims, damages or liabilities
arising out of

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<PAGE> 56

actions or omissions occurring at or prior to the Effective Time to the full
extent permitted by law and under Continental's charter and by-laws. For a
period of six years after the Effective Time, BAC will maintain in effect
(subject to certain limitations and exceptions) the directors' and officers'
liability insurance maintained by Continental in existence at the time of the
Merger Agreement which covers claims arising from events which occurred before
the Effective Time. See "THE MERGER -- Interests of Certain Persons in the
Merger."

TERMINATION

The Merger Agreement may be terminated at any time prior to the Effective
Time, whether before or after approval of the matters presented in connection
with the Merger by the Continental Common Stockholders:

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

(ii) By the Board of Directors of BAC or the Continental Board if (i)
the Federal Reserve Board or the Illinois Commissioner has denied approval
of the Merger and such denial has become final and nonappealable or (ii)
the Effective Time does not occur by January 27, 1995 unless the failure of
such occurrence is due to the failure of the party seeking to terminate the
Merger Agreement to perform or observe its covenants and agreements set
forth therein required to be performed or observed by such party on or
before the Effective Time; or

(iii) By BAC (if it is not in material breach of any of its
obligations under the Merger Agreement) (i) in the event of (A) a breach or
failure by Continental that is material of any covenant or agreement by
Continental contained in the Merger Agreement or (B) any inaccuracies or
omissions in the representations or warranties of Continental contained in
the Merger Agreement the circumstances as to which either individually or
in the aggregate have, or reasonably could be expected to have, a material
adverse effect on Continental (which in any event shall be deemed to have
occurred if involving losses, liabilities (which if contingent could
reasonably be expected to result in loss), costs or expenses of more than
$75 million), in either case which has not been, or cannot be, cured within
30 days after written notice thereof is given to Continental, or (ii) in
the event of any failure, or, prior to the Closing, any prospective failure
on the part of Continental to fulfill any condition set forth above under
"-- Conditions to Consummation of the Merger," provided that no termination
based upon such a prospective failure shall occur unless BAC has notified
Continental thereof and Continental has not, within 30 days after receipt
of such notice, remedied such prospective failure; or

(iv) By Continental (if it is not in material breach of any of its
obligations under the Merger Agreement) in the event of (A) a breach or
failure by BAC that is material of any covenant or agreement by BAC
contained in the Merger Agreement or (B) any inaccuracies or omissions in
the representations or warranties of BAC contained in the Merger Agreement
the circumstances as to which either individually or in the aggregate have,
or reasonably could be expected to have, a material adverse effect on BAC,
in either case which has not been, or cannot be, cured within 30 days after
written notice thereof is given to BAC; or

(v) By BAC if there has occurred any material adverse effect (or any
development or condition that might reasonably be expected to result in a
material adverse effect) with respect to Continental provided that BAC
shall have given 30 days' written notice of such termination to Continental
and Continental shall not have remedied such event by the end of such
30-day period; or

(vi) By BAC if any person or entity (other than BAC or certain
subsidiaries thereof) shall become the beneficial owner of 20% or more of
the then outstanding shares of Continental Common Stock or any person or
entity (other than BAC or certain subsidiaries thereof) shall have
commenced a bona fide tender offer or exchange offer to acquire at least
20% of the then outstanding shares of Continental Common Stock; or

(vii) By Continental in the event the Final BAC Stock Price is below
the Floor Price and BAC does not exercise its option, within five days of
Continental's election to so terminate, to adjust upward the

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<PAGE> 57

Stock Consideration, the Cash Consideration and the total number of shares
of BAC Common Stock issued in the Merger as described under "THE
MERGER -- Merger Consideration."

In the event of termination of the Merger Agreement by either Continental
or BAC, the Merger Agreement will become void and there will be no liability or
obligation on the part of BAC or Continental or their respective officers or
directors other than under certain specified provisions of the Stock Option
Agreement, and other than any liabilities or damages incurred or suffered by a
party as a result of the willful breach by the other party of any of its
representations, warranties, covenants or agreements set forth in the Merger
Agreement. Notwithstanding the foregoing, Continental will remain subject to the
termination payment provisions of the Merger Agreement summarized in
"-- Additional Agreements -- No Solicitation of Transactions; Termination
Payment" after the termination of the Merger Agreement.

AMENDMENT AND WAIVER

Subject to applicable law, (i) the Merger Agreement may be amended at any
time by action taken or authorized by the respective Boards of Directors of BAC
and Continental (except that after the Merger has been approved by Continental
Common Stockholders, no amendment may be entered into which requires further
approval by such Continental Common Stockholders unless such further approval is
obtained) and (ii) each party, by action taken or authorized by their respective
Boards of Directors, may extend the time for performance of the obligations of
the other party to the Merger Agreement, waive inaccuracies in representations
and warranties and waive compliance with any agreements or conditions for their
respective benefit contained in the Merger Agreement.

EXPENSES

Whether or not the Merger is consummated, all costs and expenses (including
fees and expenses of financial or other consultants, investment bankers,
accountants and counsel) incurred in connection with the Merger Agreement, the
Stock Option Agreement and the transactions contemplated thereby will be paid by
the party incurring such expense, except as otherwise provided in the Stock
Option Agreement and except as otherwise disclosed in this Proxy
Statement-Prospectus with respect to (i) a breach by Continental of its covenant
not to solicit certain transactions and (ii) termination by one party as the
result of a willful breach by the other party. See "THE MERGER
AGREEMENT -- Additional Agreements -- No Solicitation of Transactions;
Termination Payment" and "-- Termination."

THE STOCK OPTION AGREEMENT

The following is a summary of the material provisions of the Stock Option
Agreement entered into between BAC and Continental following the execution of
the Merger Agreement (the "Stock Option Agreement"), which is attached as Annex
D to this Proxy Statement-Prospectus and is incorporated herein by reference.
This summary is qualified in its entirety by reference to the Stock Option
Agreement.

SHARES SUBJECT TO THE OPTION

The Stock Option Agreement provides for the purchase by BAC of up to
10,169,000 shares, subject to certain adjustments, of Continental Common Stock
(the "Option Shares") at an exercise price, subject to certain adjustments, of
$37.50 per share, payable in cash (the "Stock Option"). The Option Shares, if
issued pursuant to the Stock Option Agreement, would represent approximately
19.9% of the issued and outstanding shares (excluding treasury shares) of
Continental's Common Stock without giving effect to the issuance of any shares
pursuant to an exercise of the Stock Option and in no event will the number of
Option Shares exceed 19.9% of Continental's issued and outstanding Common Stock.

ADJUSTMENT OF NUMBER OF SHARES SUBJECT TO THE OPTION

The number of shares of Continental Common Stock subject to the Stock
Option will be increased to the extent that Continental issues additional shares
of Common Stock (otherwise than pursuant to an exercise of the Stock Option)
such that the number of Option Shares will continue to equal 19.9% of the then
issued and outstanding shares of Continental Common Stock without giving effect
to the issuance of shares pursuant to an exercise of the Stock Option. In the
event Continental issues or agrees to issue any shares of Common

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<PAGE> 58

Stock (other than as permitted under the Merger Agreement) at a price less than
$37.50 per share (or lower than an adjusted price per share), the exercise price
will be equal to such lesser price. The number of shares of Continental Common
Stock subject to the Stock Option, and the applicable exercise price per Option
Share, also will be appropriately adjusted in the event of any stock dividend,
split-up, merger, recapitalization, combination, subdivision, conversion,
exchange of shares, or similar event relating to Continental.

EXERCISE OF THE OPTION

BAC or any other holder or holders of the Stock Option (collectively, the
"Holder") may exercise the Stock Option, in whole or in part, subject to
regulatory approval, at any time within 30 days (subject to extension as
provided in the Stock Option Agreement) after both an "Initial Triggering Event"
and a "Subsequent Triggering Event" (as such terms are hereinafter defined)
occur prior to termination of the Stock Option.

"Initial Triggering Event" is defined as the occurrence of any of the
following events:

(i) Continental or any Continental subsidiary, without BAC's prior
written consent, shall enter into an agreement with any person or group
(other than BAC or any subsidiary of BAC (individually, a "BAC Subsidiary,"
and collectively, "BAC Subsidiaries")) to engage in, or the Continental
Board recommends that the Continental Common Stockholders approve or accept
(other than as contemplated by the Merger Agreement), (x) a merger or
consolidation, or similar transaction, involving Continental or any
significant Continental subsidiary, (y) the purchase, lease, or other
acquisition representing 15% or more of the consolidated assets of
Continental or any significant Continental subsidiary, or (z) the purchase
or other acquisition (including by way of merger, consolidation, share
exchange or otherwise) of securities representing 10% or more of the voting
power of Continental or any significant Continental subsidiary (each of the
transactions described in the preceding clauses (x), (y) and (z) being
referred to in this paragraph and in the Stock Option Agreement as an
"Acquisition Transaction");

(ii) Continental or any Continental subsidiary, without having
received BAC's prior written consent, shall have authorized, recommended,
proposed or publicly announced its intention to authorize, recommend or
propose, an agreement to engage in an Acquisition Transaction with any
person other than BAC or a BAC Subsidiary, or the Continental Board shall
have publicly withdrawn or modified, or publicly announced its intent to
withdraw or modify, its recommendation that the Continental Common
Stockholders approve the transactions contemplated by the Merger Agreement;

(iii) any person or group (other than BAC, any BAC Subsidiary or any
Continental subsidiary acting in a fiduciary capacity) shall acquire
beneficial ownership or the right to acquire beneficial ownership of 10% or
more of the outstanding shares of Continental Common Stock;

(iv) any person or group (other than BAC or any BAC Subsidiary) shall
make a bona fide proposal to Continental or its stockholders by public
announcement or written communication, that is or becomes the subject of
public disclosure, to engage in an Acquisition Transaction;

(v) a third party shall make a proposal to Continental or its
stockholders to engage in an Acquisition Transaction, followed by
Continental breaching any covenant or obligation contained in the Merger
Agreement, such breach entitling BAC to terminate the Merger Agreement, and
such breach not being cured prior to the date that BAC sends notice of its
exercise of the Stock Option to Continental; or

(vi) any person or group (other than BAC or any BAC Subsidiary), other
than in connection with a transaction to which BAC has given its prior
written consent, shall file an application or notice with the Federal
Reserve Board or other federal or state bank regulatory authority, which
application or notice has been accepted for processing, for approval to
engage in an Acquisition Transaction.

"Subsequent Triggering Event" is defined as either (A) the acquisition by
any person or group of beneficial ownership of 20% or more of the then
outstanding Continental Common Stock, or (B) the occurrence of the Initial
Triggering Event described in clause (i) above, except that the percentage
referenced in subclause (z) thereof shall be 20%.

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<PAGE> 59

TERMINATION OF THE OPTION

The Stock Option Agreement terminates (i) at the effective time of the
Merger, (ii) upon termination of the Merger Agreement in accordance with the
terms thereof if such termination occurs prior to the occurrence of an Initial
Triggering Event, or (iii) 12 months after termination of the Merger Agreement
following the occurrence of an Initial Triggering Event (provided that if an
Initial Triggering Event occurs after or continues beyond such termination, the
Stock Option will terminate 12 months from the expiration of the last Initial
Triggering Event, but in no event more than 18 months after such termination).

Within 30 days (subject to extension as provided in the Stock Option
Agreement) after a Subsequent Triggering Event and prior to the termination of
the Stock Option, BAC (on behalf of itself or any subsequent Holder) may demand
that the Stock Option and the related Option Shares be registered under the
Securities Act. Upon such demand, Continental must promptly prepare, file and
keep current a shelf registration subject to certain exceptions. BAC is entitled
to two such registrations so long as the second request is within 18 months of
the first request.

Notwithstanding any other provision of the Stock Option Agreement, if a
Holder, the owner of the Option Shares from time to time (the "Owner"), or
certain related parties offer or propose to engage in an Acquisition Transaction
(other than as contemplated by the Merger Agreement) without the prior written
consent of Continental, then (i) in the case of a Holder or related party
thereof, the Stock Option held by it will immediately terminate and be of no
further force or effect and (ii) in the case of an Owner or any related party
thereof, the Option Shares held by it will be repurchasable by Continental
immediately at the then applicable Stock Option exercise price.

If the Stock Option terminates under certain circumstances as described in
the Stock Option Agreement, BAC (or any subsequent Holder) may have as many as
30 days subsequent to such termination to exercise the Stock Option (or
Substitute Option (as hereinafter defined)) in connection with the resale of
Continental Common Stock or other securities pursuant to a registration
statement as provided in the Stock Option Agreement.

REPURCHASE AT OPTION OF BAC

Within 30 days (subject to extension as provided in the Stock Option
Agreement) after a Subsequent Triggering Event and prior to termination of the
Stock Option, subject to regulatory approval, Continental is required (i) at the
request of the Holder, to repurchase the Stock Option from the Holder at a price
(the "Option Repurchase Price") equal to the amount by which (x) the
"market/offer price" (as hereinafter defined) exceeds (y) the then applicable
Stock Option exercise price, multiplied by the number of shares for which the
Stock Option may then be exercised plus BAC's Out-of-Pocket Expenses (as
hereinafter defined) to the extent not previously reimbursed; and (ii) at the
request of the Owner, to repurchase such number of Option Shares from the Owner
as the Owner designates at a price per share (the "Option Share Repurchase
Price") equal to the "market/offer price" multiplied by the number of Option
Shares so designated plus BAC's Out-of-Pocket Expenses to the extent not
previously reimbursed. "Out-of-Pocket Expenses" means BAC's reasonable
out-of-pocket expenses incurred in connection with the transactions contemplated
by the Merger Agreement, including legal, accounting, and investment banking
fees. "Market/offer price" means the highest of (A) the highest price per share
of Continental Common Stock at which a tender offer or exchange offer therefor
has been made, (B) the price per share of Continental Common Stock to be paid by
any third party pursuant to an agreement with Continental, (C) the highest
closing price for shares of Continental Common Stock quoted on the NYSE or other
principal trading market, if applicable, within the six-month period immediately
preceding the date the Holder gives notice of the required repurchase of the
Stock Option or the Owner gives notice of the required repurchase of Option
Shares, as the case may be, or (D) in the event of a sale representing 15% or
more of Continental's net assets, the sum of the price paid in such sale for
such assets and the current market value of the remaining assets of Continental
as determined by a nationally recognized investment banking firm, selected by
the Holder or the Owner, as the case may be, divided by the number of shares of
Continental Common Stock outstanding at the time of such sale.

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SUBSTITUTE OPTION

In the event that, prior to termination of the Stock Option, Continental
enters into an agreement (i) to consolidate with or merge into any entity other
than BAC or any BAC Subsidiary and shall not be the continuing or surviving
corporation of such consolidation or merger, (ii) to permit any entity other
than BAC or any BAC Subsidiary to merge into Continental with Continental as the
continuing or surviving corporation, but in connection therewith the then
outstanding shares of Continental Common Stock are changed into or exchanged for
stock or other securities of any other person or cash or any other property, or
the then outstanding shares of Continental Common Stock after such merger
represent less than 50% of the outstanding shares or share equivalents of the
merged company, or (iii) to sell or transfer all or substantially all of its
assets to any entity other than to BAC or any BAC Subsidiary, then the Stock
Option will be converted into, or exchanged for, an option (a "Substitute
Option") to purchase shares of common stock of, at the Holder's option, either
the continuing or surviving corporation of a merger or a consolidation, the
transferee of all or substantially all of Continental's assets, or the person
controlling such continuing or surviving corporation or transferee. The number
of shares subject to the Substitute Option and the exercise price per share will
be determined in accordance with a formula in the Stock Option Agreement. To the
extent possible, the Substitute Option will contain other terms and conditions
that are the same as those in the Stock Option Agreement (after giving effect to
the provisions described in the next paragraph).

REPURCHASE OF SUBSTITUTE OPTION OR SHARES

Subject to regulatory approval, the issuer of a Substitute Option will be
required to repurchase such option at the request of the holder thereof and to
repurchase any shares of such issuer's common stock ("Substitute Common Stock")
issued upon exercise of a Substitute Option ("Substitute Shares") at the request
of the owner thereof. The repurchase price for a Substitute Option will equal
the amount by which (A) the "Highest Closing Price" (as hereinafter defined)
exceeds (B) the exercise price of the Substitute Option, multiplied by the
number of shares of Substitute Common Stock for which the Substitute Option may
be exercised, plus BAC's Out-of-Pocket Expenses. The repurchase price for
Substitute Shares shall equal the "Highest Closing Price" multiplied by the
number of Substitute Shares to be repurchased, plus BAC's Out-of-Pocket
Expenses. As used herein, "Highest Closing Price" means the highest closing
price for shares of Substitute Common Stock within the six-month period
immediately preceding the date the holder gives notice of the required
repurchase of the Substitute Option or the owner gives notice of the required
repurchase of Substitute Shares, as the case may be.

ASSIGNABILITY

Neither BAC nor Continental may assign any of its respective rights and
obligations under the Stock Option Agreement or the Stock Option to any other
person without the other party's written consent, except that if a Subsequent
Triggering Event occurs prior to termination of the Stock Option, within 30 days
thereafter (subject to extension as provided in the Stock Option Agreement),
BAC, subject to the Stock Option Agreement, may assign in whole or in part its
rights and obligations thereunder. In addition, until 30 days after the Federal
Reserve Board approves an application by BAC to acquire the Option Shares, BAC
may not assign its rights under the Stock Option except in (i) a widely
dispersed public distribution, (ii) a private placement in which no one party
acquires the right to purchase in excess of 2% of the voting shares of
Continental, (iii) an assignment to a single party for the purpose of conducting
a widely dispersed public distribution on BAC's behalf, or (iv) any other manner
approved by the Federal Reserve Board.

NOTICE OF EXERCISE

In the event BAC (or any subsequent Holder) wishes to exercise the Stock
Option, it must send to Continental a written notice (the date of which is
referred to as the "Notice Date") specifying (i) the total number of shares it
will purchase pursuant to such exercise and (ii) a "Closing Date" not less than
three nor more than 60 days from the Notice Date. If the purchase and sale of
the Stock Option cannot be consummated because of an applicable judgment,
decree, order, law or regulation, the period of time referred to in this
paragraph shall run from the date that the restriction on consummation lapses.
If prior notification of or approval of the Federal Reserve Board is required,
BAC (or any subsequent Holder) will promptly file the required notice or
application. In such a case, the period of time referred to in this paragraph
will run from the

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date the notification period expires or any necessary approval is granted. In no
event shall the Closing Date be more than 18 months after the related Notice
Date.

The rights and obligations of BAC under the Stock Option Agreement are
subject to receipt of any required regulatory approvals. Without the prior
approval of the Federal Reserve Board, BAC may not acquire more than 5% of the
outstanding Common Stock of Continental. BAC intends to file an application for
such approval as soon as practicable.

The Stock Option could have the effect of discouraging persons who now or
prior to the Effective Time might be interested in acquiring all or a
significant interest in Continental from considering or proposing such an
acquisition, even if such persons were prepared to pay more consideration per
share for Continental Common Stock than the consideration per share payable
under the Merger Agreement.

PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited Pro Forma Combined Balance Sheet as of March 31,
1994 combines the historical consolidated balance sheets of BAC and subsidiaries
and Continental and subsidiaries as if the Merger had been effective on March
31, 1994 after giving effect to the purchase accounting and other Merger-related
adjustments described in the Notes to Pro Forma Combined Financial Information.
The unaudited Pro Forma Combined Statements of Operations present the combined
results of operations of BAC and subsidiaries and Continental and subsidiaries
for the quarter ended March 31, 1994 and for the year ended December 31, 1993 as
if the Merger had been effective on January 1, 1993 after giving effect to the
purchase accounting and other Merger-related adjustments described in the
accompanying notes. These pro forma combined financial statements do not give
effect to the proposed BAC acquisitions of Liberty Bank and United Mortgage
Holding Company and subsidiaries that were pending at March 31, 1994 as these
transactions were not considered significant to BAC and subsidiaries.

The unaudited pro forma combined financial statements and accompanying
notes reflect the application of the purchase method of accounting. Under this
method of accounting, the purchase price will be allocated to the assets
acquired and liabilities assumed based on their estimated fair values at the
Effective Time. As described in the accompanying notes, estimates of the fair
values of Continental and subsidiaries' assets and liabilities have been
combined with the recorded values of the assets and liabilities of BAC and
subsidiaries. However, changes to the adjustments included in the unaudited pro
forma combined financial statements are expected as evaluations of assets and
liabilities are completed and as additional information becomes available. In
addition, the results of operations of Continental subsequent to March 31, 1994
will affect the allocation of the purchase price. Accordingly, the final pro
forma combined amounts will differ from those set forth in the unaudited pro
forma combined financial statements.

The unaudited pro forma combined financial statements are intended for
informational purposes only and are not necessarily indicative of the future
financial position or future results of operations of the combined company, or
of the financial position or results of operations of the combined company that
would have actually occurred had the Merger been in effect as of the date or for
the periods presented.

These unaudited pro forma combined financial statements and the
accompanying notes should be read in conjunction with and are qualified in their
entirety by the consolidated financial statements, including accompanying notes,
of BAC and Continental included in the documents described under "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE."

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BANKAMERICA CORPORATION AND SUBSIDIARIES AND
CONTINENTAL BANK CORPORATION AND SUBSIDIARIES

PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 1994
(UNAUDITED)

<TABLE>
<CAPTION>
OTHER
MERGER-
RELATED PRO FORMA
ADJUSTMENTS ADJUSTMENTS
DEBIT DEBIT PRO FORMA
(IN MILLIONS) BAC CONTINENTAL (CREDIT) (CREDIT) COMBINED
- --------------------------------------- -------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks................ $ 10,455 $ 1,786 $(155)(I) $ (946)(A) $ 11,140
Available-for-sale and held-to-maturity
securities........................... 21,392 1,395 -- -- 22,787
Loans.................................. 123,406 11,714 -- (12)(C) 135,108
Less: Allowance for credit losses...... 3,445 320 -- --(D) 3,765
-------- ----------- ----------- ---------
Net loans............................ 119,961 11,394 -- (12) 131,343
Goodwill, net.......................... 3,931 -- -- -- 3,931
Identifiable intangibles, net.......... 2,133 -- -- -- 2,133
Unallocated portion of purchase
price................................ -- -- -- 578(B) 578
Other assets........................... 39,340 8,185 -- 274(E) 47,799
-------- ----------- ----------- ----------- ---------
Total Assets.................... $197,212 $22,760 $(155) $ (106) $ 219,711
-------- ----------- ----------- ----------- ---------
-------- ----------- ----------- ----------- ---------
LIABILITIES AND
STOCKHOLDERS' EQUITY
Deposits............................... $142,589 $12,869 -- $ (133)(F) $ 155,591
Other liabilities...................... 23,326 6,767 -- (250)(G) 30,343
Long-term debt and subordinated capital
notes................................ 14,434 1,190 -- (57)(H) 15,681
-------- ----------- ----------- ---------
Total Liabilities.................... 180,349 20,826 -- (440) 201,615
STOCKHOLDERS' EQUITY
Preferred stock........................ 2,979 389 -- 389(I)
(389)(I) 3,368
Common stock........................... 561 216 -- 216(I)
(16)(I) 577
Additional paid-in capital............. 7,130 1,000 -- 1,000(I)
(463)(I)
(26)(I) 7,619
Retained earnings...................... 6,807 401 -- 401(I)
6(J) 6,801
Net unrealized losses on
available-for-sale securities, net of
income tax effect.................... (252) (6) -- (6)(I) (252)
Common stock in treasury, at cost...... (362) (61) $ 155(I) (61)(I)
(500)(I) (17)
Loans to ESOP trust.................... -- (5) -- (5)(I) --
-------- ----------- ----------- ----------- ---------
Total stockholders' equity........... 16,863 1,934 155 546 18,096
-------- ----------- ----------- ----------- ---------
Total Liabilities and
Stockholders' Equity......... $197,212 $22,760 $ 155 $ 106 $ 219,711
-------- ----------- ----------- ----------- ---------
-------- ----------- ----------- ----------- ---------
</TABLE>

See notes to unaudited Pro Forma Combined Financial Information.

56
<PAGE> 63

BANKAMERICA CORPORATION AND SUBSIDIARIES AND
CONTINENTAL BANK CORPORATION AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 1994
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
DEBIT PRO FORMA
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA) BAC CONTINENTAL (CREDIT) COMBINED
------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans, including fees...................................... $ 2,206 $176 $(1)(C) $ 2,383
Trading account assets..................................... 111 20 -- 131
Available-for-sale and held-to-maturity securities......... 355 20 -- 375
Other...................................................... 141 60 -- 201
------- ----- --- ---------
Total interest income.................................... 2,813 276 (1) 3,090
INTEREST EXPENSE:
Deposits................................................... 697 92 (4)(F) 785
Long-term debt and subordinated capital notes.............. 179 17 (3)(H) 193
Other...................................................... 143 59 -- 202
------- ----- --- ---------
Total interest expense................................... 1,019 168 (7) 1,180
------- ----- --- ---------
Net interest income...................................... 1,794 108 (8) 1,910
Provision for credit losses................................ 125 30 -- 155
------- ----- --- ---------
Net interest income after provision for credit
losses.......................................... 1,669 78 (8) 1,755
NONINTEREST INCOME:
Deposit account fees....................................... 294 -- -- 294
Credit card fees........................................... 82 -- -- 82
Trust fees................................................. 67 26 -- 93
Other fees and commissions................................. 266 51 -- 317
Trading income............................................. 74 14 -- 88
Other income............................................... 220 53 -- 273
------- ----- --- ---------
Total noninterest income................................. 1,003 144 -- 1,147
NONINTEREST EXPENSE:
Salaries................................................... 710 65 -- 775
Employee benefits.......................................... 158 14 -- 172
Occupancy.................................................. 165 12 (1)(E)
(2)(G) 174
Equipment.................................................. 146 5 -- 151
Amortization of intangibles................................ 105 -- 9(B) 114
Communications............................................. 78 -- -- 78
Regulatory fees and related expenses....................... 70 -- -- 70
Professional services...................................... 58 -- -- 58
Other expense.............................................. 294 60 -- 354
------- ----- --- ---------
Total noninterest expense................................ 1,784 156 6 1,946
------- ----- --- ---------
Income from continuing operations before income
taxes........................................... 888 66 (2) 956
Provision for (benefit from) income taxes.................. 375 3 21(K) 399
------- ----- --- ---------
Income from continuing operations............. $ 513 $ 63 $19 $ 557
------- ----- --- ---------
------- ----- --- ---------
EARNINGS PER SHARE(L)
Average number of shares (in thousands):
Primary.................................................. 357,569 368,040
Fully diluted............................................ 363,049 373,520
Income from continuing operations per common share
Primary.................................................. $1.27 $1.33(L)
Fully diluted............................................ 1.26 1.31(L)
</TABLE>

See notes to unaudited Pro Forma Combined Financial Information.

57
<PAGE> 64

BANKAMERICA CORPORATION AND SUBSIDIARIES AND
CONTINENTAL BANK CORPORATION AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1993
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
DEBIT PRO FORMA
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA) BAC CONTINENTAL (CREDIT) COMBINED
------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans, including fees...................................... $ 9,463 $ 766 $ 24(C) $10,205
Trading account assets..................................... 372 73 -- 445
Available-for-sale and held-to-maturity securities......... 1,389 66 -- 1,455
Other...................................................... 403 216 2(E) 617
------- ------------ ----- ---------
Total interest income.................................... 11,627 1,121 26 12,722
INTEREST EXPENSE:
Deposits................................................... 2,971 391 (51)(F) 3,311
Long-term debt and subordinated capital notes.............. 840 78 (11)(H) 907
Other...................................................... 375 188 (6)(G) 557
------- ------------ ----- ---------
Total interest expense................................... 4,186 657 (68) 4,775
------- ------------ ----- ---------
Net interest income...................................... 7,441 464 (42) 7,947
Provision for credit losses................................ 803 181 -- 984
------- ------------ ----- ---------
Net interest income after provision for credit
losses.......................................... 6,638 283 (42) 6,963
NONINTEREST INCOME:
Deposit account fees....................................... 1,198 -- -- 1,198
Credit card fees........................................... 354 -- -- 354
Trust fees................................................. 294 98 -- 392
Other fees and commissions................................. 1,083 194 -- 1,277
Trading income............................................. 569 102 -- 671
Other income............................................... 775 246 -- 1,021
------- ------------ ----- ---------
Total noninterest income................................. 4,273 640 -- 4,913
NONINTEREST EXPENSE:
Salaries................................................... 2,886 259 -- 3,145
Employee benefits.......................................... 573 54 -- 627
Occupancy.................................................. 684 50 (2)(E)
(2)(G) 730
Equipment.................................................. 610 19 -- 629
Amortization of intangibles................................ 421 -- 41(B) 462
Communications............................................. 330 -- -- 330
Regulatory fees and related expenses....................... 309 -- -- 309
Professional services...................................... 268 -- -- 268
Other expense.............................................. 1,402 301 -- 1,703
------- ------------ ----- ---------
Total noninterest expense................................ 7,483 683 37 8,203
------- ------------ ----- ---------
Income from continuing operations before income
taxes........................................... 3,428 240 (5) 3,673
Provision for (benefit from) income taxes.................. 1,474 (18) 115(K) 1,571
------- ------------ ----- ---------
Income from continuing operations............. $ 1,954 $ 258 $ 110 $ 2,102
------- ------------ ----- ---------
------- ------------ ----- ---------
EARNINGS PER SHARE(L)
Average number of shares (in thousands):
Primary.................................................. 357,680 368,151
Fully diluted............................................ 363,244 373,715
Income from continuing operations per common share
Primary.................................................. $4.79 $4.96(L)
Fully diluted............................................ 4.76 4.89(L)
</TABLE>

See notes to unaudited Pro Forma Combined Financial Information.

58
<PAGE> 65

BANKAMERICA CORPORATION AND SUBSIDIARIES AND
CONTINENTAL BANK CORPORATION AND SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION

NOTE A: BASIS OF PRESENTATION

The Merger Agreement provides that, at the Effective Time and subject to
the election and allocation procedures provided for therein, each share of
Continental Common Stock outstanding at the Effective Time (other than shares
for which appraisal rights are perfected), subject to certain exceptions, will
be converted into either the Stock Consideration or the Cash Consideration.

Under the Merger Agreement, the Stock Amount is equal to the product of (x)
0.8152 and (y) 51% of the total number of shares of Continental Common Stock
outstanding at the Determination Date. The Merger Agreement also provides that
if, at the Effective Time of the Merger, more shares of Continental Common Stock
are outstanding than are contemplated to be outstanding or subject to option
pursuant to the representations and warranties of Continental in the Merger
Agreement, then, at BAC's election, the Stock Amount, the Cash Consideration and
the Stock Consideration will be adjusted downward to reflect the greater number
of shares outstanding. In the unaudited Pro Forma Combined Balance Sheet, the
Stock Amount is assumed to be approximately 21,400,000 shares of BAC Common
Stock which, in turn, assumes that the number of shares outstanding as of the
Determination Date is the same as the approximately 51,470,000 shares of
Continental Common Stock outstanding as of March 31, 1994. Under the Merger
Agreement, in addition to the impact of the number of shares of Continental
Common Stock outstanding or subject to option at the Determination Date, the
Stock Amount (i) will not change if the Final BAC Stock Price is between the
Floor Price and the Ceiling Price, (ii) will be adjusted downward if the Final
BAC Stock Price is greater than the Ceiling Price and (iii) is subject to
possible adjustment upward if the Final BAC Stock Price is less than the Floor
Price and if BAC elects to make the per share stock and cash adjustments set
forth in the Merger Agreement.

Under the Merger Agreement, the aggregate cash payable by BAC to
Continental Common Stockholders pursuant to the Merger will equal a fixed amount
regardless of the Final BAC Stock Price (except for immaterial changes due to
rounding) and will vary only according to the total number of shares of
Continental Common Stock outstanding at the Determination Date. For example, if
there are 51,470,000 shares of Continental Common Stock outstanding at the
Determination Date, then the aggregate cash payable by BAC to Continental Common
Stockholders who are to receive cash will equal approximately $946 million and
this will not change (except for immaterial changes due to rounding) regardless
of changes in the Final BAC Stock Price.

Under the Merger Agreement, if the Final BAC Stock Price is less than the
Floor Price, Continental will have the ability to terminate the Merger Agreement
prior to the Effective Time unless BAC, within five days of Continental's
election to terminate the Merger Agreement, exercises its option to adjust
upward the Stock Consideration, the Cash Consideration and the Stock Amount so
that the Stock Amount will be increased and the Stock Consideration and the Cash
Consideration will be at least equal in value to the per share stock and cash
consideration that would have been received if the Final BAC Stock Price had
been equal to the Floor Price. This adjustment will only be made, at BAC's
option, if the Final BAC Stock Price is less than the Floor Price, and may be
made whether or not Continental has exercised its rights to terminate the Merger
Agreement. If BAC elects to increase the Cash Consideration, the Stock
Consideration and the Stock Amount, then such right of Continental to terminate
the Merger Agreement will be extinguished.

59
<PAGE> 66

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION (CONTINUED)

At the Effective Time, subject to certain exceptions, each outstanding
share of Continental Series 1 Preferred Stock and Continental Series 2 Preferred
Stock, except for shares of Continental Series 2 Preferred Stock as to which
appraisal rights are perfected, will be converted into one share of BAC Series 1
Preferred Stock and one share of BAC Series 2 Preferred Stock, respectively. The
BAC Series 1 Preferred Stock and the BAC Series 2 Preferred Stock will have
substantially the same terms as the Continental Series 1 Preferred Stock and the
Continental Series 2 Preferred Stock, respectively.

The following summarizes the total purchase price:

<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C>
Total market price of the Stock Amount (based
on market price per share of $45.75 of BAC
Common Stock on January 27, 1994)........... $ 979
Estimated cash to be paid..................... 946
Estimated fair value of BAC Mirror
Preferred................................... 415
Estimated BAC legal, investment banking and
issuance costs.............................. 5
-------
Total purchase price................ $2,345
-------
-------
</TABLE>

The closing of the Merger is subject to the satisfaction of certain
conditions, including the approval of the transaction by the holders of a
majority of the outstanding shares of Continental Common Stock and the obtaining
of certain regulatory approvals. See "THE MERGER AGREEMENT -- Conditions to
Consummation of the Merger." While the precise time of the Merger closing cannot
be determined with certainty, the parties presently anticipate that the closing
will take place in the third quarter of 1994.

The Merger will be accounted for by BAC under the purchase method of
accounting in accordance with APB No. 16, and accordingly, this method has been
applied in the unaudited pro forma combined financial statements. Under this
method of accounting, the purchase price will be allocated to assets acquired
and liabilities assumed based on their estimated fair values at the Effective
Time. Estimates of the fair values of Continental and subsidiaries' assets and
liabilities as of March 31, 1994 have been combined with the recorded March 31,
1994 values of the assets and liabilities of BAC and subsidiaries in the
unaudited pro forma combined financial statements. However, purchase accounting
adjustment amounts included in these unaudited pro forma combined financial
statements will change as additional information becomes available. Based upon
the available information, management of BAC currently estimates that the
combined company's results of operations in any of the next five years will not
be significantly affected as a result of purchase accounting.

The unaudited Pro Forma Combined Balance Sheet is based on the consolidated
balance sheet of BAC and subsidiaries and on the consolidated balance sheet of
Continental and subsidiaries as of March 31, 1994. The unaudited Pro Forma
Combined Statements of Operations are based on the consolidated statements of
operations of BAC and subsidiaries and of Continental and subsidiaries for the
quarter ended March 31, 1994 and for the year ended December 31, 1993. In
addition, the unaudited Pro Forma Combined Statement of Operations for the year
ended December 31, 1993 presents Continental's income before cumulative effect
of accounting change for income taxes.

60
<PAGE> 67

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION (CONTINUED)

NOTE B: ALLOCATION OF THE PURCHASE PRICE

The purchase price has been allocated as described in the table below.

<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C>
Net assets of Continental at March 31, 1994..................... $1,934
Increase (decrease) to Continental's net asset value at March
31, 1994 as a result of estimated fair value adjustments:
Loans...................................................... (12)
Other assets............................................... 270
Deposits................................................... (133)
Other liabilities.......................................... (217)
Long-term debt and subordinated capital notes.............. (57)
-------
Total estimated fair value adjustments................ (149)
Accrual of liability for Merger-related costs................... (18)
-------
Total preliminary allocation of the purchase price.... 1,767
Unallocated portion of the purchase price....................... 578
-------
Total purchase price.................................. $2,345
-------
-------
</TABLE>

Each of the allocations in the table above is described in more detail in
the following Notes to Pro Forma Combined Financial Information.

As explained in Note A, purchase accounting adjustments will change as
additional information becomes available, which will have an effect on the
ultimate allocation of the purchase price. Accordingly, the allocation of the
purchase price has not been finalized and the unallocated portion of the
purchase price of $578 million has been separately disclosed in the unaudited
Pro Forma Combined Balance Sheet. In addition, the unallocated portion of the
purchase price will change as a result of Continental's results of operations
for the periods subsequent to March 31, 1994.

When the ultimate allocation of the purchase price is made, identifiable
intangible assets and goodwill will be recorded and the unallocated portion of
the purchase price will be eliminated from the unaudited Pro Forma Combined
Balance Sheet. For purposes of calculating the amortization of identifiable
intangibles and goodwill, BAC's management has preliminarily estimated that the
amount of identifiable intangibles, including core deposit intangibles, will be
approximately $200 million. The remaining amount of the current unallocated
portion of the purchase price has been considered goodwill.

Amortization expense of $9 million for the quarter ended March 31, 1994 and
$41 million for the year ended December 31, 1993 related to the unallocated
portion of the purchase price has been included in the unaudited Pro Forma
Combined Statements of Operations. These amounts were calculated based on an
accelerated method of amortization over a 10-year life for the estimated
identifiable intangible balance and on the straight-line method of amortization
over a 25-year life for the estimated goodwill balance. However, the final
amounts and periods of benefit of intangible assets, as well as the final
methods of amortization, have not been determined. An increase in the amount of
the unallocated portion of the purchase price will result in a greater final
allocation to goodwill, which will have a corresponding impact on amortization
expense and will reduce tangible common equity. Accordingly, pro forma combined
income from continuing operations for the quarter ended March 31, 1994 and for
the year ended December 31, 1993 and the related pro forma combined per share
amounts will change.

NOTE C: LOANS

Continental's carrying value of loans has been adjusted to its estimated
fair value based on interest rates as of March 31, 1994, resulting in a discount
of $12 million.

61
<PAGE> 68

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION (CONTINUED)

The discount related to changes in interest rates includes the effect
resulting from futures contracts and interest rate swaps used to hedge certain
loans. The total fair value discount resulting from changes in interest rates
has been amortized to interest income on loans over the estimated remaining
maturities of the related loans, which range from one to five years.

NOTE D: ALLOWANCE FOR CREDIT LOSSES

Under the terms of the Merger Agreement, Continental's reserving policies
and practices will be modified prior to the Effective Time to the degree
necessary, consistent with generally accepted accounting principles ("GAAP") and
SEC accounting procedures, to make them consistent with those of BAC.
Continental will also adjust its loan loss and other real estate owned reserves
prior to the Effective Time to the degree necessary, consistent with GAAP and
SEC accounting procedures, in light of then anticipated post-Merger disposition
of certain Continental assets. Any resulting adjustments to Continental's
allowance for credit losses are not expected to be significant, will be
recognized in Continental's statement of operations prior to the Effective Time
and, therefore, have not been included in the pro forma combined financial
statements. The pro forma combined allowance for credit losses will also be
affected by other provisions for credit losses or net charge-offs of loans
recorded by BAC or Continental subsequent to March 31, 1994 but prior to the
Effective Time.

NOTE E: OTHER ASSETS

Continental's other assets have been adjusted as described in the table
below.

<TABLE>
<CAPTION>
(IN MILLIONS) DEBIT (CREDIT)
<S> <C>
Fair value adjustment for interest-bearing deposits in banks.... $ 2
Fair value adjustment for trading account assets and equity
investments................................................... 87
Fair value adjustment for premises.............................. (91)
Net adjustment of prepaid pension expenses...................... (20)
Net deferred tax asset resulting from purchase accounting
adjustments................................................... 292
------
Subtotal................................................... 270
Income tax effect of BAC restructuring expenses (see Note J).... 4
------
Total................................................. $274
------
------
</TABLE>

The fair value premium on interest-bearing deposits in banks has been
amortized to offset interest income over one year.

A fair value adjustment for trading account assets of $29 million was
recorded for those trading account assets that are traded in an illiquid market.
These trading account assets were generally carried by Continental at the lower
of cost or market value as of March 31, 1994. In addition, a fair value
adjustment for equity investments of $58 million was recorded for those equity
investments that are traded in an illiquid market. As of March 31, 1994,
Continental generally carried these equity investments at cost.

Continental's premises have been adjusted to their estimated fair values as
of March 31, 1994 based on preliminary appraisals, valuations and other review
procedures. Occupancy expense in the unaudited Pro Forma Combined Statements of
Operations has been decreased by $1 million for the quarter ended March 31, 1994
and by $2 million for the year ended December 31, 1993 to reflect amortization
of the fair value adjustment to premises using the straight-line method over 33
years.

A net deferred tax asset was recorded related to the book and tax bases
differences of assets acquired and liabilities assumed that resulted from
purchase accounting adjustments. Also, additional deferred tax assets were
recorded for previously unrecognized tax benefits of Continental that are
expected to be realized in the future from the combined results of operations.

62
<PAGE> 69

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION (CONTINUED)

NOTE F: DEPOSITS

Continental's total deposits have been adjusted to their estimated fair
values as of March 31, 1994 based on interest rates as of that date. The
estimated fair value premium of $133 million relates to both domestic and
foreign deposits and includes futures contracts and interest rate swaps used to
hedge certain of these deposits. The premium has been amortized to offset
interest expense over the estimated lives of the deposits, which range from one
to ten years.

NOTE G: OTHER LIABILITIES

Other liabilities have been adjusted as described in the table below.

<TABLE>
<CAPTION>
(IN MILLIONS) (CREDIT)
-------------
<S> <C>
Accrual of pension and postretirement benefit liability.......... $ (82)
Accrual of stock option liability................................ (115)
Fair value adjustment for lease commitments...................... (12)
Accrual of vacation liability.................................... (2)
Fair value adjustment for short-term borrowings.................. (6)
-------------
Subtotal.................................................... (217)
Accrual of Merger-related costs.................................. (18)
Accrual of BAC restructuring expenses (see Note J)............... (10)
Accrual of estimated BAC legal, investment banking and issuance
costs.......................................................... (5)
-------------
Total.................................................. $(250)
-------------
-------------
</TABLE>

The accrual of the pension and postretirement benefit liability represents
the recognition of the existing benefit obligation related to Continental's
supplemental retirement plan and postretirement healthcare plan.

A liability of $115 million was recorded for the intrinsic value of
Continental stock options outstanding at March 31, 1994. This liability
represents the total of the differences between the option exercise prices and
the value of the anticipated per share consideration to be received by
Continental Common Stockholders in the Merger. This liability will be adjusted
downward at the Effective Time to reflect the number of Continental stock
options outstanding that will be converted to BAC stock options.

Continental's lease commitments have been adjusted to their estimated fair
values based on market rental rates as of March 31, 1994. The fair value
adjustment resulted in a liability of $12 million related to leased premises.
The fair value adjustment related to these leased premises has been amortized to
offset occupancy expense using the straight-line method over the remaining lives
of the respective lease terms, which range from one to twenty years. A reduction
to occupancy expense of $2 million for the quarter ended March 31, 1994 and of
$2 million for the year ended December 31, 1993 has been included in the
unaudited Pro Forma Combined Statements of Operations related to the estimated
amortization of this fair value adjustment.

Continental's short-term borrowings have been adjusted to their estimated
fair values as of March 31, 1994 based on interest rates as of that date. The
estimated fair value premium of $6 million has been amortized to offset interest
expense over an estimated life of one year.

In addition, a liability for Merger-related costs of $18 million has been
recorded in the unaudited Pro Forma Combined Balance Sheet, reflecting
management's best estimate of separation and benefits costs related to
Continental employees and employment assistance costs for separated Continental
employees.

NOTE H: LONG-TERM DEBT AND SUBORDINATED CAPITAL NOTES

Continental's long-term debt has been adjusted to its estimated fair value
as of March 31, 1994 based on interest rates as of that date. The estimated fair
value premium of $57 million includes the effect of futures

63
<PAGE> 70

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION (CONTINUED)

contracts and interest rate swaps used to hedge certain long-term debt
instruments. The total fair value premium has been amortized to offset interest
expense over the estimated lives of the instruments, which range from one to ten
years.

NOTE I: STOCKHOLDERS' EQUITY

Continental's stockholders' equity balances have been eliminated.

At the Effective Time, the Continental Preferred Stock will be converted
into an equal number of shares of BAC Mirror Preferred. The BAC Mirror Preferred
is included in the unaudited Pro Forma Combined Balance Sheet at its estimated
market value as of January 27, 1994. The fair value premium of $26 million over
the $389 million stated value of the BAC Mirror Preferred has been included in
additional paid-in capital.

BAC expects to repurchase approximately $500 million of BAC Common Stock
prior to the Effective Time. At March 31, 1994, BAC had repurchased 8,161,000
shares of its common stock on the open market for $345 million. In the Other
Merger-Related Adjustments column in the unaudited Pro Forma Combined Balance
Sheet, treasury stock has been increased by $155 million, the remaining amount
of BAC Common Stock presently expected to be repurchased prior to the Effective
Time. Subsequent to March 31, 1994, BAC repurchased on the open market the
remaining $155 million of BAC Common Stock.

As explained in Note A, Continental's Common Stock will be converted into
approximately 21,400,000 shares of BAC Common Stock at the Effective Time at an
aggregate market value of approximately $979 million based on the market price
of BAC Common Stock as of January 27, 1994. In the unaudited Pro Forma Combined
Balance Sheet, treasury stock has been reduced by $500 million, the amount of
BAC Common Stock expected to be repurchased prior to the Effective Time. The Pro
Forma Combined Balance Sheet assumes $500 million in value of treasury shares
will be issued, thus reducing the number of shares of newly issued BAC Common
Stock to approximately 10,471,000 shares. Common stock and additional paid-in
capital have been increased by $16 million and $463 million, respectively,
representing the value of the approximately 10,471,000 shares of newly issued
BAC Common Stock.

BAC's retained earnings have been reduced by $6 million for BAC
restructuring expenses, net of applicable income taxes (see Note J).

NOTE J: BAC RESTRUCTURING EXPENSES

A restructuring liability of $10 million has been recorded in the unaudited
Pro Forma Combined Balance Sheet to reflect management's best estimate of
separation and benefits costs related to BAC employees, employment assistance
costs for separated BAC employees, systems conversion costs, and other
restructuring expenses of BAC associated with the Merger. This liability
resulted in a $6 million charge (after applicable income tax effects of $4
million) to retained earnings in the unaudited Pro Forma Combined Balance Sheet
(see Notes E, G and I). These BAC restructuring expenses are subject to change
as further information becomes available. BAC restructuring expenses will be
recorded at or immediately prior to the Effective Time and have not been
included in the unaudited Pro Forma Combined Statements of Operations.

NOTE K: PROVISION FOR (BENEFIT FROM) INCOME TAXES

The provision for (benefit from) income taxes has been increased by $21
million for the quarter ended March 31, 1994 and $115 million for the year ended
December 31, 1993 in the unaudited Pro Forma Combined Statement of Operations to
remove tax benefits that would not be reflected in the statement of operations
under purchase accounting and to reflect the tax provision for purchase
accounting adjustments and for state tax expense on Continental's results of
operations if the Merger had been effective on January 1, 1993.

64
<PAGE> 71

NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION (CONTINUED)

In addition, the related tax provision for the amortization of fair value
adjustments for the quarter ended March 31, 1994 and for the year ended December
31, 1993 has been included in the unaudited Pro Forma Combined Statements of
Operations.

NOTE L: EARNINGS PER SHARE

Primary earnings per share are computed by dividing income from continuing
operations applicable to common shareholders (income from continuing operations
reduced by dividends on preferred stock) by the total of the average number of
common shares outstanding and the additional dilutive effect of the stock
options and warrants outstanding during the period. The dilutive effect of the
stock options and warrants is computed using the average market price of BAC
Common Stock for the period.

Fully-diluted earnings per share are computed based on the average number
of common shares outstanding during the period and the additional dilutive
effect of stock options and warrants outstanding during the period. The dilutive
effect of outstanding stock options and warrants is computed using the greater
of the closing market price or the average market price of BAC Common Stock for
the period. In addition, fully-diluted earnings per share for the quarter ended
March 31, 1994 and for the year ended December 31, 1993 for BAC included the
additional dilution that would result if BAC's outstanding shares of 6 1/2%
Cumulative Convertible Preferred Stock, Series G (the "BAC Series G Preferred")
had been converted at the beginning of the period. Correspondingly, income from
continuing operations applicable to common stock was adjusted for dividends
declared on the BAC Series G Preferred.

As explained in Note A, Continental's Common Stock will be converted into
approximately 21,400,000 shares of BAC Common Stock at the Effective Time. In
addition, BAC expects to repurchase approximately $500 million of BAC Common
Stock prior to the Effective Time. During the quarter ended March 31, 1994, BAC
repurchased on the open market $345 million of BAC Common Stock. Subsequent to
March 31, 1994, BAC repurchased on the open market the remaining $155 million of
BAC Common Stock. The Pro Forma Combined Balance Sheet assumes that $500 million
in value of treasury shares will be issued to Continental Common Stockholders,
thus reducing the number of shares of newly issued BAC Common Stock to
approximately 10,471,000 shares.

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<PAGE> 72

CAPITALIZATION OF BANKAMERICA CORPORATION

The consolidated capitalization of BAC and subsidiaries at March 31, 1994
and the adjusted consolidated capitalization of BAC and subsidiaries after
giving effect to the Merger is set forth below. The adjustments made to BAC and
subsidiaries' historical consolidated capitalization to arrive at the adjusted
consolidated capitalization are described under "PRO FORMA COMBINED FINANCIAL
INFORMATION."

<TABLE>
<CAPTION>
(DOLLAR AMOUNTS IN MILLIONS) HISTORICAL AS ADJUSTED
---------- -----------
<S> <C> <C>
Long-term debt:
Senior debt
BAC............................................................... $ 8,824 $ 9,585
Subsidiary obligations............................................ 321 321
---------- -----------
9,145 9,906
---------- -----------
Subordinated debt
BAC............................................................... 4,683 4,683
Subsidiary obligations............................................ -- 486
---------- -----------
4,683 5,169
---------- -----------
Total long-term debt............................................ $ 13,828 $15,075
---------- -----------
---------- -----------
Subordinated capital notes............................................. $ 606 $ 606
---------- -----------
---------- -----------
Preferred stock (authorized: 70,000,000 shares; issued 49,397,457
shares (historical), 54,185,457 shares (as adjusted))................ $ 2,979 $ 3,368
---------- -----------
---------- -----------
Common stockholders' equity:
Common stock, par value $1.5625 (authorized: 700,000,000 shares;
issued 358,817,199 shares (historical), 369,288,199 shares
(as adjusted)).................................................... $ 561 $ 577
Additional paid-in capital........................................... 7,130 7,619
Retained earnings.................................................... 6,807 6,801
Net unrealized losses on available-for-sale securities............... (252) (252)
Common stock in treasury, at cost (8,788,337 shares (historical),
627,337 shares (as adjusted))..................................... (362) (17)
---------- -----------
Total common stockholders' equity............................... $ 13,884 $14,728
---------- -----------
---------- -----------
Total capitalization of BAC.................................. $ 31,297 $33,777
---------- -----------
---------- -----------
</TABLE>

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<PAGE> 73

DESCRIPTION OF BAC CAPITAL STOCK
GENERAL

BAC's authorized capital stock consists of 700,000,000 shares of BAC Common
Stock, par value $1.5625 per share, and 70,000,000 shares of preferred stock,
without par value ("BAC Preferred Stock"). At April 29, 1994, there were
approximately 348,870,399 shares of BAC Common Stock outstanding, exclusive of
treasury shares, and 49,389,457 shares of BAC Preferred Stock outstanding.

Descriptions of the material terms of BAC's capital stock are set forth
below. Such descriptions are not complete and are subject in all respects to the
Delaware Corporation Law and BAC's Certificate of Incorporation, including the
certificates of designation pursuant to which the outstanding shares of BAC
Preferred Stock have been issued.

BAC COMMON STOCK AND RIGHTS

The description of BAC Common Stock should be read carefully by the holders
of Continental Common Stock. As described in "THE MERGER -- Merger
Consideration," at the Effective Time, the issued and outstanding shares of
Continental Common Stock will be converted into the right to receive shares of
BAC Common Stock or cash.

Subject to any prior rights of BAC Preferred Stock then outstanding,
holders of BAC Common Stock are entitled to such dividends as may be declared
from time to time by BAC's Board of Directors out of the funds legally available
therefor.

Each holder of BAC Common Stock is entitled to one vote for each share
owned by him or her on all matters submitted to a vote of the stockholders of
BAC. Such shares are not entitled to any cumulative voting rights. In the event
of any liquidation, dissolution or winding up of BAC, the holders of BAC Common
Stock are entitled to share equally and ratably in any assets remaining after
the payment of all debts and liabilities, subject to the prior rights, if any,
of holders of BAC Preferred Stock. Holders of BAC Common Stock have no
preemptive or other subscription or conversion rights. BAC Common Stock is not
subject to redemption, and the outstanding shares are, and the shares issued in
connection with the Merger will be, fully paid and nonassessable.

Each share of BAC Common Stock, including those to be issued to Continental
Common Stockholders in connection with the Merger, is accompanied by one
preferred share purchase right (a "BAC Right"). Each BAC Right entitles the
registered holder to purchase from BAC one one-hundredth of a share of
Cumulative Participating Preferred Stock, Series E, without par value, of BAC
(the "BAC Series E Preferred"), at a price of $50 per one-hundredth of a
preferred share (the "BAC Rights Purchase Price"), subject to adjustment. The
description and terms of the BAC Rights are set forth in a Rights Agreement (the
"BAC Rights Agreement") between BAC and Manufacturers Hanover Trust Company of
California (now Chemical Trust Company of California), as rights agent, as
amended by Amendment No. 1 to the BAC Rights Agreement dated as of August 11,
1991.

Certificates for shares of BAC Common Stock issued in connection with the
Merger will contain a notation incorporating the BAC Rights Agreement by
reference.

Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliates or associated persons (a "BAC Acquiring
Person") has acquired beneficial ownership of 20% or more of the outstanding BAC
Common Stock, or (ii) ten business days (or such later date as may be determined
by action of the BAC Board of Directors prior to such time as any person becomes
a BAC Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer, the consummation of which
would result in the beneficial ownership by a person or group of persons of 20%
or more of such outstanding BAC Common Stock (the earlier of such dates being
called the "BAC Distribution Date"), the BAC Rights will be evidenced by the
certificates representing BAC Common Stock. In addition, the BAC Rights
Agreement provides that, until the BAC Distribution Date, the BAC Rights will be
transferred with and only with shares of BAC Common Stock.

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<PAGE> 74

The BAC Rights are not exercisable until the BAC Distribution Date.

BAC Series E Preferred purchasable upon exercise of the BAC Rights will be
redeemable by BAC at a formula price. Each share of BAC Series E Preferred will
be entitled to an aggregate dividend of 100 times the dividend declared per
share of BAC Common Stock. In the event of liquidation, the holders of BAC
Series E Preferred will be entitled to a minimum preferential liquidation
payment of $100 per share, plus accrued and unpaid dividends, but will be
entitled to an aggregate payment of 100 times the payment made per share of BAC
Common Stock. Each share of BAC Series E Preferred will have 100 votes, voting
together with shares of BAC Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of BAC Common Stock are
exchanged, each share of BAC Series E Preferred will be entitled to receive 100
times the amount received per share of BAC Common Stock. These rights are
protected by customary antidilution provisions.

Because of the nature of the BAC Series E Preferred's dividend, liquidation
and voting rights, the value of the one-hundredth interest in a share of BAC
Series E Preferred purchasable upon exercise of each BAC Right should
approximate the value of one share of BAC Common Stock.

In the event that BAC is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a BAC Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the BAC Right. In the event that any person
or group of affiliated or associated persons acquires beneficial ownership of
20% or more of the outstanding shares of BAC Common Stock (unless such person
increased its beneficial ownership from less than 20% to 80% or more of the
outstanding shares of BAC Common Stock by a purchase pursuant to a tender offer
for all of the shares of BAC Common Stock for cash), proper provisions shall be
made so that each holder of a BAC Right, other than BAC Rights beneficially
owned by such person or group of affiliated or associated persons (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of BAC Common Stock having a market value of two times the
exercise price of the BAC Right.

At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
shares of BAC Common Stock, the Board of Directors of BAC may redeem the BAC
Rights in whole, but not in part, at a price of $0.001 per BAC Right (rounded
upward for each holder to the nearest $0.01). In addition, the BAC Rights may be
subject to automatic redemption in certain circumstances upon approval of the
majority of the outstanding shares of BAC Common Stock entitled to vote thereon
at a special meeting to be held in connection with certain acquisition offers.

Copies of the BAC Rights Agreement and Amendment No. 1 thereto, which was
executed on August 11, 1991, have been filed with the SEC as an exhibit to a
Registration Statement on Form 8-A dated April 13, 1988, and as an exhibit to
the amendment to such Registration Statement filed on Form 8 dated August 20,
1991, respectively.

The foregoing description of the material terms of the BAC Common Stock and
the BAC Rights does not purport to be a complete description of all of the terms
of the BAC Common Stock and the BAC Rights and is qualified in its entirety by
reference to the terms of the BAC Common Stock and the BAC Rights, which are
incorporated herein by reference and are set forth in full in Article Fourth of
BAC's Certificate of Incorporation and the BAC Rights Agreement, respectively.

OUTSTANDING PREFERRED STOCK

Under BAC's Certificate of Incorporation, the BAC Board of Directors is
authorized without further stockholder action to provide for the issuance of up
to 70,000,000 shares of BAC Preferred Stock in one or more series with such
voting powers, full or limited, and with such designation, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be set forth in resolutions
providing for the issue thereof adopted by the BAC Board of Directors.

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<PAGE> 75

As of April 29, 1994, BAC had outstanding 5,178,000 shares of Cumulative
Adjustable Preferred Stock, Series A (the "BAC Series A Preferred"), 3,546,100
shares of Cumulative Adjustable Preferred Stock, Series B (the "BAC Series B
Preferred"), 7,250,000 shares of 9 5/8% Cumulative Preferred Stock, Series F
(the "BAC Series F Preferred"), 4,998,357 shares of 6 1/2% Cumulative
Convertible Preferred Stock, Series G (the "BAC Series G Preferred"), 11,250,000
shares of 9% Cumulative Preferred Stock, Series H (the "BAC Series H
Preferred"), 200,000 shares of 11% Preferred Stock, Series I (the "BAC Series I
Preferred"), 400,000 shares of 11% Preferred Stock, Series J (the "BAC Series J
Preferred"), 14,600,000 shares of 8 3/8% Cumulative Preferred Stock, Series K
(the "BAC Series K Preferred"), 800,000 shares of 8.16% Cumulative Preferred
Stock, Series L (the "BAC Series L Preferred"), 700,000 shares of 7 7/8%
Cumulative Preferred Stock, Series M (the "BAC Series M Preferred") and 475,000
shares of 8 1/2% Cumulative Preferred Stock, Series N (the "BAC Series N
Preferred"). The holders of all outstanding series of BAC Preferred Stock rank
on parity with each other, and prior to the holders of the BAC Common Stock,
with respect to dividends and liquidation.

If the equivalent of six quarterly dividends payable on any series of the
BAC Preferred Stock are in default (whether or not declared or consecutive), the
holders of all outstanding series of BAC Preferred Stock, voting as a single
class without regard to series, will be entitled to elect two directors until
all dividends in default have been paid or declared and set apart for payment.

Except as provided below, the affirmative vote of the holders of at least
two-thirds of the outstanding shares of the BAC Preferred Stock, voting as a
single class without regard to series, will be required (i) for any amendment of
BAC's Certificate of Incorporation (or any certificate supplemental thereto
providing for the capital stock of BAC) or By-laws that will materially and
adversely change the preferences, privileges, rights or powers of the BAC
Preferred Stock, but in any case in which one or more, but not all, series of
BAC Preferred Stock would be so affected as to their preferences, privileges,
rights or powers, only the consent of holders of at least two-thirds of the
shares of each series that would be so affected, voting separately as a class,
shall be required or (ii) to issue any class of stock that shall have preference
as to dividends or distribution of assets over any outstanding series of BAC
Preferred Stock. So long as the dividends thereon have been paid, shares of BAC
Series I Preferred and BAC Series J Preferred have no voting power, except that
the vote or consent of holders of at least two-thirds of all outstanding shares
of BAC Series I Preferred and BAC Series J Preferred, each voting separately as
a class, is required to authorize any amendment to BAC's Certificate of
Incorporation or to the Certificates of Designation for the BAC Series I
Preferred and BAC Series J Preferred, respectively; provided, however, that any
increase or decrease in the amount of authorized preferred stock or the creation
and issuance of other series of preferred stock, or any increase or decrease in
the amount of authorized shares or issued shares of the BAC Series I Preferred
and BAC Series J Preferred or of any other series of preferred stock, in each
case ranking on a parity with or junior to such series of the BAC Series I
Preferred and BAC Series J Preferred with respect to the payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up, will
not be deemed to materially and adversely affect the powers, preferences,
privileges or rights of the BAC Series I Preferred and BAC Series J Preferred.

In the event of voluntary or involuntary liquidation, dissolution or
winding up of BAC, the holders of BAC Preferred Stock are entitled to receive
out of the assets of BAC available for distribution to stockholders, before any
distribution of assets is made to holders of BAC Common Stock, an amount equal
to the stated value per share, plus accrued and unpaid dividends. Except as
required by law, the holders of BAC Preferred Stock are not entitled to vote
except under limited circumstances. The BAC Preferred Stock is not convertible
into shares of other capital stock, except for the BAC Series G Preferred Stock.
The BAC Preferred Stock does not have preemptive rights and is not subject to
any sinking fund or other obligation of BAC to repurchase or retire the BAC
Preferred Stock.

BAC Series A Preferred. The BAC Series A Preferred has a stated value of
$50.00 per share. The BAC Series A Preferred provides for cumulative dividends
payable quarterly at adjustable rates based on the discount rates and average
yields of certain United States government securities. The BAC Series A
Preferred is subject to redemption, in whole or in part, at the option of BAC,
at $50.00 per share plus accrued and unpaid dividends.

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<PAGE> 76

BAC Series B Preferred. The BAC Series B Preferred has a stated value of
$100.00 per share. The BAC Series B Preferred provides for cumulative dividends
payable quarterly at adjustable rates based on the discount rates and average
yields of certain United States government securities. The BAC Series B
Preferred is subject to redemption, in whole or in part, at the option of BAC,
at $100.00 per share, plus accrued and unpaid dividends.

BAC Series F Preferred. The BAC Series F Preferred has a stated value of
$25.00 per share. The BAC Series F Preferred provides for cumulative dividends
payable quarterly at the rate of 9 5/8% per annum calculated as a percentage of
the stated value. The BAC Series F Preferred is subject to redemption, in whole
or in part, at the option of BAC at $25.00 per share on and after April 15,
1996, plus accrued and unpaid dividends.

BAC Series G Preferred. The BAC Series G Preferred has a stated value of
$50.00 per share. The BAC Series G Preferred provides for cumulative dividends
payable quarterly at the rate of 6 1/2% per annum calculated as a percentage of
the stated value. The BAC Series G Preferred is subject to redemption, in whole
or in part, at the option of BAC at $51.95 per share during the twelve months
beginning May 31, 1995, at decreasing prices thereafter through May 30, 2001,
and at $50.00 per share thereafter, in each case plus accrued and unpaid
dividends.

The BAC Series G Preferred is convertible, at any time, unless previously
redeemed, into BAC Common Stock at a conversion rate of 1.09649 shares of BAC
Common Stock for each share of BAC Series G Preferred (equivalent to a
conversion price of $45.60 per share of BAC Common Stock). The conversion rate
is protected by customary antidilution provisions.

BAC Series H Preferred. The BAC Series H Preferred has a stated value of
$25.00 per share. The BAC Series H Preferred provides for cumulative dividends
payable quarterly at the rate of 9% per annum calculated as a percentage of the
stated value. The BAC Series H Preferred is subject to redemption, in whole or
in part, at the option of BAC at $25.00 per share on and after January 15, 1997,
plus accrued and unpaid dividends.

BAC Series I Preferred. The BAC Series I Preferred has a stated value of
$500.00 per share. The BAC Series I Preferred provides for cumulative dividends
payable quarterly at a rate of 11% per annum calculated as a percentage of the
stated value. The BAC Series I Preferred is subject to redemption, in whole or
in part, at the option of BAC at $527.50 per share on or after September 30,
1995 and prior to September 30, 1996, at decreasing prices thereafter through
September 29, 2000, and at $500.00 per share thereafter, in each case plus
accrued and unpaid dividends.

BAC Series J Preferred. The BAC Series J Preferred has a stated value of
$500.00 per share. The BAC Series J Preferred provides for cumulative dividends
payable quarterly at a rate of 11% per annum calculated as a percentage of the
stated value. The BAC Series J Preferred is subject to redemption, in whole or
in part, at the option of BAC at $527.50 per share on or after March 31, 1996
and prior to March 31, 1997, at decreasing prices thereafter through March 30,
2001, and at $500.00 per share thereafter, in each case plus accrued and unpaid
dividends.

BAC Series K Preferred. The BAC Series K Preferred has a stated value of
$25.00 per share. The BAC Series K Preferred provides for cumulative dividends
payable quarterly at a rate of 8 3/8% per annum calculated as a percentage of
the stated value. The BAC Series K Preferred is subject to redemption, in whole
or in part, at the option of BAC on or after February 15, 1997, at $25.00 per
share, plus accrued and unpaid dividends.

BAC Series L Preferred. The BAC Series L Preferred has a stated value of
$500.00 per share. The BAC Series L Preferred provides for cumulative dividends
payable quarterly at a rate of 8.16% per annum calculated as a percentage of the
stated value. The BAC Series L Preferred is subject to redemption, in whole or
in part, at the option of BAC on or after July 13, 1997, at $500.00 per share,
plus accrued and unpaid dividends.

BAC Series M Preferred. The BAC Series M Preferred has a stated value of
$500.00 per share. The BAC Series M Preferred provides for cumulative dividends
payable quarterly at a rate of 7 7/8% per annum calculated as a percentage of
the stated value. The BAC Series M Preferred is subject to redemption, in whole

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<PAGE> 77

or in part, at the option of BAC on or after September 30, 1997, at $500.00 per
share, plus accrued and unpaid dividends.

BAC Series N Preferred. The BAC Series N Preferred has a stated value of
$500.00 per share. The BAC Series N Preferred provides for cumulative dividends
payable quarterly at a rate of 8 1/2% per annum calculated as a percentage of
the stated value. The BAC Series N Preferred is subject to redemption, in whole
or in part, at the option of BAC on or after December 15, 1997, at $500.00 per
share, plus accrued and unpaid dividends.

BAC ADJUSTABLE RATE PREFERRED STOCK, SERIES 1

The following is a summary of the material rights, preferences and
privileges of the BAC Series 1 Preferred Stock, as set forth in the Certificate
of Designation, Preferences and Rights for the BAC Adjustable Rate Preferred
Stock, Series 1, attached as Annex E to this Proxy Statement-Prospectus. The
summary does not purport to be a complete description of the terms of the BAC
Series 1 Preferred Stock, and is qualified in its entirety by the reference to
the full text of the form of such Certificate of Designation.

At the Effective Time, each outstanding share of Continental Series 1
Preferred Stock will be converted into one share of BAC Series 1 Preferred
Stock. The rights, preferences and privileges of the BAC Series 1 Preferred
Stock are substantially the same as those of the Continental Series 1 Preferred
Stock.

Dividends. The holders of shares of BAC Series 1 Preferred Stock are
entitled to receive, when and as declared by the Board of Directors of BAC or by
a committee of said Board duly authorized by said Board, cumulative cash
dividends, payable quarterly, at an annual rate equal to (1) 1.00% less than (2)
the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and
the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such
dividend period, with provisions to approximate such rates in the event that BAC
determines in good faith that for any reason one or more of such rates cannot be
determined. Notwithstanding the foregoing, the interest rate for any quarterly
dividend period will in no event be less than 7.50% per annum or greater than
13.50% per annum.

The "Treasury Bill Rate" for each quarterly dividend period is the
arithmetic average of the two most recent weekly per annum secondary market
discount rates for three-month U.S. Treasury bills as published weekly by the
Federal Reserve Board during the 14 calendar days immediately prior to the last
ten calendar days of the calendar month prior to the quarterly dividend period
for which the dividend rate on BAC Series 1 Preferred Stock is being determined.

The "Ten Year Constant Maturity Rate" for each quarterly dividend period is
the arithmetic average of the two most recent weekly per annum average yields to
maturity for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of 10 years), as published weekly by
the Federal Reserve Board during the 14 calendar days immediately prior to the
last ten calendar days of the calendar month prior to the quarterly dividend
period for which the dividend rate on BAC Series 1 Preferred Stock is being
determined.

The "Twenty Year Constant Maturity Rate" for each quarterly dividend period
shall be the arithmetic average of the two most recent weekly per annum average
yields to maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of 20 years), as published
weekly by the Federal Reserve Board during the 14 calendar days immediately
prior to the last ten calendar days of the calendar month prior to the quarterly
dividend period for which the dividend rate on BAC Series 1 Preferred Stock is
being determined.

Redemption. The shares of BAC Series 1 Preferred Stock, as a whole or in
part, are redeemable, with the prior written consent of the Federal Reserve
Board, if required, at any time or from time to time, at BAC's option. The
redemption price will be $50.00 per share, plus accrued and unpaid dividends
thereon to the date fixed for redemption.

If fewer than all outstanding shares of BAC Series 1 Preferred Stock are to
be redeemed, the number of shares to be redeemed will be determined by the BAC
Board of Directors and the shares to be redeemed will

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be determined by lot, pro rata or by any other method determined to be equitable
by the BAC Board of Directors in its sole discretion.

Notice of redemption will be mailed not less than 30 nor more than 60 days
prior to the redemption date, to each holder of record of BAC Series 1 Preferred
Stock to be redeemed, at such holder's address as it appears on the stock
register of BAC.

Conversion or Exchange. The holders of shares of BAC Series 1 Preferred
Stock have no right to convert or exchange such shares for any other class or
classes or series of any class or classes of capital stock of BAC.

Voting. Shares of BAC Series 1 Preferred Stock have no voting power, except
that the vote of at least two-thirds of the number of shares of BAC Series 1
Preferred Stock and the BAC Series 2 Preferred Stock (collectively, the "BAC
Mirror Preferred") at the time outstanding voting separately as a class without
regard to series is necessary to validate or effect any change in the
Certificate of Incorporation or certificate supplement thereto or By-laws of BAC
which would materially and adversely alter or change the preferences,
privileges, rights or powers given to the holders of the BAC Mirror Preferred,
or the issuance of any shares of any other class of stock of BAC ranking prior
to the BAC Mirror Preferred as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of BAC. In addition, if at any time or times dividends
payable on any share or shares of BAC Mirror Preferred are in arrears in an
amount equal to at least six full quarterly dividends, the holders of record of
the outstanding BAC Mirror Preferred of all series will have the exclusive
right, voting separately as a single class, to elect two directors of BAC at a
special meeting of stockholders of BAC or at the next annual meeting of
stockholders of BAC, and at each subsequent annual meeting of stockholders. The
holders of shares of BAC Series 1 Preferred Stock will be entitled to cast one
vote for each share held. The right of the holders of Series 1 Preferred Stock
to elect two directors will terminate when all arrears in dividends have been
paid or declared and set aside for payment.

Liquidation Rights. Upon the dissolution, liquidation or winding up of
BAC, whether voluntary or involuntary, the holders of the shares of BAC Series 1
Preferred Stock will be entitled to receive out of the assets of BAC available
for distribution to stockholders, before any payment or distribution is made on
the Common Stock or any other class of stock ranking junior to the BAC Series 1
Preferred Stock, upon liquidation, the amount of $50.00 per share, plus a sum
equal to all dividends on such shares accrued and unpaid thereon to the date of
final distribution.

Neither the sale, lease or exchange of all or substantially all of the
property and assets of BAC nor the merger or consolidation of BAC into or with
any other corporation or the merger or consolidation of any other corporation
into or with BAC will be deemed a dissolution, liquidation or winding up,
voluntary or involuntary, for the purposes of these liquidation rights.

Priority of BAC Series 1 Preferred Stock. The shares of BAC Series 1
Preferred will rank on a parity, either as to dividends or the distribution of
assets upon liquidation, with the shares of BAC Series 2 Preferred Stock and any
other class of stock if the holders of such stock are entitled to the receipt of
dividends or amounts distributable upon dissolution, liquidation or winding up
of BAC, in proportion to their respective dividend rates or liquidation prices,
without preference or priority, as between the holders of such stock and the
holders of BAC Series 1 Preferred Stock. Any stock which is entitled to
dividends or distributions upon dissolution, liquidation or winding up of BAC in
preference or priority to the holders of BAC Series 1 Preferred Stock shall rank
prior to BAC Series 1 Preferred Stock. If the holders of BAC Series 1 Preferred
Stock are entitled to dividends or distributions upon dissolution, liquidation
or winding up of BAC in preference or priority to any stock, such stock will
rank junior to BAC Series 1 Preferred Stock.

BAC ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 2

The following is a summary of the material rights, preferences and
privileges of the BAC Series 2 Preferred Stock, as set forth in the Certificate
of Designation, Preferences and Rights for the BAC Adjustable Rate Cumulative
Preferred Stock, Series 2, attached as Annex F to this Proxy
Statement-Prospectus. The

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summary does not purport to be a complete description of the terms of the BAC
Series 2 Preferred Stock, and is qualified in its entirety by the reference to
the full text of such form of Certificate of Designation.

At the Effective Time, except for shares as to which appraisal rights are
perfected in accordance with the provisions of the Delaware Corporation Law,
each outstanding share of Continental Series 2 Preferred Stock will be converted
into one share of BAC Series 2 Preferred Stock. The rights, preferences and
privileges of the BAC Series 2 Preferred Stock are substantially the same as
those of the Continental Series 2 Preferred Stock. For a discussion of appraisal
rights, see "THE MERGER -- Appraisal Rights" in this Proxy Statement-Prospectus
and Section 262 of the Delaware Corporation Law attached as Annex C to this
Proxy Statement-Prospectus.

Depositary Shares. The BAC Series 2 Preferred Stock will be deposited with
Mellon Bank, N.A., or its successor, as Depositary (the "Depositary"), under a
Deposit Agreement (the "Series 2 Preferred Stock Deposit Agreement") among BAC
(as successor to Continental), the Depositary and the holders from time to time
of the depositary shares (the "BAC Series 2 Preferred Stock Depositary Shares").
Subject to the terms of the Series 2 Preferred Stock Deposit Agreement, each
owner of a BAC Series 2 Preferred Stock Depositary Share will be entitled
through the Depositary, in proportion to the one-fourth interest in a share of
BAC Series 2 Preferred Stock underlying such BAC Series 2 Preferred Stock
Depositary Share, to all rights and preferences of a share of BAC Series 2
Preferred Stock (including dividend, voting, redemption and liquidation rights).
Since each share of BAC Series 2 Preferred Stock entitles the holder thereof to
one vote on matters on which the BAC Series 2 Preferred Stock is entitled to
vote, each BAC Series 2 Preferred Stock Depositary Share will, in effect,
entitle the holder thereof to one-fourth of a vote thereon, rather than one full
vote. BAC will apply to list the BAC Series 2 Preferred Stock Depositary Shares
on the NYSE. Notwithstanding the foregoing, any share of BAC Series 2 Preferred
Stock issued in respect to shares of BAC Series 2 Preferred Stock previously
withdrawn from and not redeposited with the Depositary prior to the Effective
Time will be issued directly to the record holder thereof.

Dividends. The holders of shares of BAC Series 2 Preferred Stock are
entitled to receive, when and as declared by the Board of Directors of BAC, or
by a committee of said Board duly authorized by said Board, cumulative quarterly
cash dividends at the annual rate of 1.10% greater than the highest of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year
Constant Maturity Rate determined for such quarterly dividend period in the same
manner discussed under "-- BAC Adjustable Rate Preferred Stock, Series
1 -- Dividends." Notwithstanding the foregoing, the interest rate for any
quarterly dividend period will in no event be less than 9.00% per annum or
greater than 15.75% per annum.

Redemption. The shares of BAC Series 2 Preferred Stock, as a whole or in
part, are redeemable, with the prior written consent of the Federal Reserve
Board, if required, at any time or from time to time, at BAC's option. The
redemption price will be (i) $108.00 per share for any redemption occurring on
or before August 15, 1999 and (ii) $100.00 per share for any redemption
occurring after August 15, 1999, plus accrued and unpaid dividends thereon to
the date fixed for redemption.

If fewer than all outstanding shares of BAC Series 2 Preferred Stock are to
be redeemed, the number of shares to be redeemed will be determined by the BAC
Board of Directors, and the shares to be redeemed will be determined by lot, pro
rata or by any other method that is determined to be equitable by the BAC Board
of Directors in its sole discretion.

Notice of redemption will be mailed not less than 30 nor more than 60 days
prior to the redemption date, to each holder of record of BAC Series 2 Preferred
Stock to be redeemed, at such holder's address as it appears on the stock
register of BAC.

Voting. Shares of BAC Series 2 Preferred Stock have no voting power,
except that the vote of at least two-thirds of the number of shares of BAC
Series 2 Preferred Stock at the time outstanding voting separately as a class
without regard to series is necessary to validate or effect any change in the
Certificate of Incorporation or certificate supplement thereto or By-laws of BAC
which would materially and adversely alter or change the preferences,
privileges, rights and powers given to the holders of the BAC Series 2 Preferred
Stock or the issuance of any shares of any other class of stock of BAC ranking
prior to the BAC Series 2

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<PAGE> 80

Preferred Stock as to the payment of dividends or as to distributions in the
event of a voluntary or involuntary liquidation, dissolution or winding up of
BAC. In addition, if, at any time or times, dividends payable on any share or
shares of BAC Series 2 Preferred Stock are in arrears in an amount equal to at
least six full quarterly dividends, the holders of record of the outstanding BAC
Series 2 Preferred Stock of all series will have the exclusive right, voting
separately as a single class, to elect two directors of BAC at a special meeting
of stockholders of BAC or at the next annual meeting of stockholders of BAC, and
at each subsequent annual meeting to stockholders. The holders of the shares of
BAC Series 2 Preferred Stock will be entitled to cast one vote for each share
held. The rights of the holders of BAC Series 2 Preferred Stock to elect two
directors will terminate when all arrears in dividends have been paid or
declared and set aside for payment.

Liquidation Rights. Upon the dissolution, liquidation or winding up of
BAC, whether voluntary or involuntary, the holders of the shares of BAC Series 2
Preferred Stock will be entitled to receive out of the assets of BAC available
for distribution to stockholders, before any payment or distribution will be
made on the BAC Common Stock or any other class of stock ranking junior to the
BAC Series 2 Preferred Stock, upon liquidation the amount of $100.00 per share,
plus a sum equal to all dividends on such shares accrued and unpaid thereon to
the date of final distribution.

Priority of BAC Series 2 Preferred Stock. The shares of BAC Series 2
Preferred Stock will rank on a parity, either as to dividends or upon
liquidation, with shares of BAC Series 1 Preferred Stock and any other class of
stock if the holders of such stock are entitled to the receipt of dividends or
amounts distributable upon dissolution, liquidation or winding up of BAC in
proportion to their respective dividend rates or liquidation prices, without
preference or priority, as between the holders of such stock and the holders of
BAC Series 2 Preferred Stock. Any stock which is entitled to dividends or
distributions upon dissolution, liquidation or winding up of BAC in preference
or priority to the holders of BAC Series 2 Preferred Stock will rank prior to
BAC Series 2 Preferred Stock. If holders of BAC Series 2 Preferred Stock are
entitled to dividends or distributions upon dissolution, liquidation or winding
up of BAC in preference or priority to any stock, such stock will rank junior to
BAC Series 2 Preferred Stock.

COMPARISON OF RIGHTS OF STOCKHOLDERS OF BAC AND CONTINENTAL

The rights of BAC's stockholders are governed by BAC's Certificate of
Incorporation, its By-laws ("BAC By-laws") and the laws of the State of
Delaware. The rights of Continental Common Stockholders are governed by
Continental's Certificate of Incorporation, its By-laws ("Continental By-laws")
and the laws of the State of Delaware. After the Effective Time of the Merger,
the rights of Continental Common Stockholders who become BAC stockholders will
be governed by BAC's Certificate of Incorporation, the BAC By-laws and the laws
of the State of Delaware. In most respects, the rights of BAC stockholders and
Continental stockholders are similar. The following is a summary of all material
differences between the rights of BAC stockholders and the rights of Continental
Common Stockholders under their respective Certificates of Incorporation and
By-laws.

SPECIAL MEETINGS

Under the BAC By-laws, the stockholders owning a majority in amount of the
entire capital stock of BAC issued and outstanding and entitled to vote may
require a special meeting of the stockholders to be called. Any business
transacted at any special meeting of stockholders will be limited to the
purposes stated in the notice for such meeting.

Continental's Certificate of Incorporation and the Continental By-laws do
not grant comparable rights.

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PROXIES

Under the BAC By-laws, no proxy may be voted after three years from its
date, unless the proxy provides for a longer period.

The Continental By-laws provide that a proxy can only be voted or acted
upon at a specific meeting or its adjournment.

NOTICE OF STOCKHOLDER BUSINESS

Under the BAC By-laws, a stockholder must give 30 to 60 days' prior notice
to BAC's Corporate Secretary of any business the stockholder wishes to bring
before a meeting of stockholders for a vote. The notice must contain a brief
description of the business, the reason for conducting such business at the
meeting, the name and address of the stockholder proposing the business, the
class and number of shares of BAC stock the stockholder owns and any material
interest of the stockholder in the business.

Continental's Certificate of Incorporation and the Continental By-laws do
not impose comparable conditions on the submission of matters for a vote at
stockholder meetings.

NOTICE OF DIRECTOR NOMINATIONS

Under the BAC By-laws, a stockholder must give 30 to 60 days' prior notice
to BAC's Corporate Secretary if the stockholder wishes to nominate any person
for election as a BAC director at BAC's annual meeting of stockholders. The
notice must contain the following information: with respect to each person the
stockholder wishes to nominate, all information relating to the person required
to be disclosed in solicitations for proxies for election pursuant to Regulation
14A under the Exchange Act; the name and address of the stockholder making the
nomination; and the class and number of shares of BAC stock the stockholder
owns.

Continental's Certificate of Incorporation and the Continental By-laws do
not contain comparable conditions on the submission of director nominations by
stockholders.

STOCKHOLDER MEETINGS

BAC's Certificate of Incorporation prohibits stockholder action by written
consent and requires that any stockholder action be taken at a meeting of
stockholders.

There is no comparable restriction in Continental's Certificate of
Incorporation or the Continental By-laws.

INDEMNIFICATION

The BAC By-laws and BAC's Certificate of Incorporation provide that
directors, officers and certain other persons will be indemnified to the fullest
extent authorized by the Delaware Corporation Law. While the general scope of
indemnification provided by the BAC and Continental By-laws is similar, the
indemnification provisions differ in certain respects as summarized below.

Continental's Certificate of Incorporation and the Continental By-laws
specify certain procedures for determination of entitlement to indemnification.
Unless indemnification is authorized by a court or the director, officer,
employee or agent of Continental has been successful in the action, suit or
claim, indemnification will only be authorized upon a determination that the
person in question has met the applicable standards of conduct (i) by a majority
vote of a quorum of directors not parties to the action or (ii) if such a quorum
is not available or a quorum of disinterested directors so directs, by
independent counsel in a written opinion or (iii) by the stockholders. The BAC
By-laws do not specify procedures for establishing entitlement to
indemnification. Under Delaware law, such a determination may generally be made
by the independent members of the Board of Directors, independent legal counsel
or the stockholders.

Under the Continental By-laws, no person is entitled to indemnification or
advancement of expenses with respect to any proceeding or claim brought or made
by such person against Continental. The BAC By-laws

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permit indemnification with respect to any suit initiated by a person only if
such suit was authorized by the BAC Board of Directors.

RIGHTS PLANS

On July 22, 1991, the Board of Directors of Continental declared a dividend
of one preferred share purchase right (a "Continental Right") for each
outstanding share of Continental Common Stock. Each Continental Right entitles
the registered holder to purchase from Continental one-hundredth of a share of
Series 3 Preferred Stock, without par value (the "Continental Series 3
Preferred"), of Continental at a price of $55 per one-hundredth of a share of
Continental Series 3 Preferred, subject to adjustment. The description and terms
of the Continental Rights are set forth in a Rights Agreement (the "Continental
Rights Agreement") between Continental and Continental Bank, as rights agent.

The terms of the Continental Rights Agreement and of the Continental Rights
are substantially similar to the terms of the BAC Rights Agreement and the BAC
Rights, respectively, described under "DESCRIPTION OF BAC CAPITAL STOCK -- BAC
Common Stock and Rights," except that (i) the purchase prices for the BAC Series
E Preferred and the Continental Series 3 Preferred differ, (ii) the expiration
date is April 22, 1998 in the case of the BAC Rights and July 22, 2001 in the
case of the Continental Rights, subject to extension or earlier redemption in
each case, (iii) the BAC Rights may be redeemed at $0.001 per BAC Right and the
Continental Rights may be redeemed at $.01 per Continental Right, (iv) the
Continental Rights are not subject to automatic redemption under certain
circumstances upon approval of a majority of the Continental Common Stockholders
at a special meeting held in connection with certain acquisition offers, and (v)
the Continental Rights Agreement does not provide that the Continental Rights
are not exercisable if a person increases his or her beneficial ownership from
less than 20% to 80% or more by purchase pursuant to a tender offer.

The terms of the Continental Series 3 Preferred are substantially similar
to the terms of the BAC Series E Preferred described under "DESCRIPTION OF BAC
CAPITAL STOCK -- BAC Common Stock and Rights."

Continental has amended the Continental Rights Agreement as of January 27,
1994, so as to provide that (i) none of the approval, execution or delivery of
the Merger Agreement or the Stock Option Agreement, the consummation of the
Merger or the acquisition of shares of Continental Common Stock pursuant to the
Stock Option Agreement will cause the Continental Rights issued thereunder to
become exercisable and (ii) upon the consummation of the Merger, the Continental
Rights issued thereunder will expire.

A copy of the Continental Rights Agreement, as amended, has been filed with
the SEC as an exhibit to a Current Report on Form 8-K dated July 22, 1991, as
amended by a Form 8-K dated February 7, 1994.

OTHER MATTERS

REGULATORY APPROVALS REQUIRED

The Merger cannot proceed in the absence of the requisite regulatory
approvals. See "THE MERGER AGREEMENT -- Conditions to Consummation of the
Merger -- Conditions to Each Party's Obligation to Effect the Merger" and
"-- Termination." There can be no assurance that such regulatory approvals will
be obtained, and, if obtained, there can be no assurance as to the date of any
such approvals. There can also be no assurance that any such approvals will not
contain a condition or requirement which causes such approvals to fail to
satisfy the conditions set forth in the Merger Agreement. Specifically, under
the Merger Agreement, BAC is not obligated to effect the Merger if, in its
reasonable business judgment, any governmental entity (including a bank
regulator) imposes any condition or restriction upon BAC or its subsidiaries in
the transaction which would be burdensome in the context of the transactions
contemplated by the Merger Agreement. See "THE MERGER AGREEMENT -- Conditions to
Consummation of the Merger -- Conditions to the Obligations of BAC to Effect the
Merger."

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The Merger is subject to the approval of the Federal Reserve Board and the
Illinois Commissioner. Aspects of the Merger will require notifications to, or
approvals from, certain other federal authorities and banking or other
regulatory authorities in certain states as well as in certain of the foreign
jurisdictions in which BAC and Continental operate.

The Merger is subject to approval by the Federal Reserve Board under
Sections 3 and 4 of the BHCA and Section 25A of the Federal Reserve Act.
Applications for such approval were submitted to the Federal Reserve Board in
April 1994. Under Section 3 of the BHCA, the Federal Reserve Board must withhold
approval of the Merger if it finds that the transaction would result in a
monopoly or be in furtherance of any combination or conspiracy to monopolize or
attempt to monopolize the business of banking in any geographical area in the
United States. In addition, the Federal Reserve Board may not approve the Merger
if it finds that the effect thereof may be to substantially lessen competition
or to tend to create a monopoly or would in any other manner be in restraint of
trade, unless it finds that the anti-competitive effects of the Merger are
clearly outweighed in the public interest by the probable effects of the Merger
in meeting the convenience and needs of the communities to be served. The
Federal Reserve Board will also take into consideration the financial and
managerial resources and future prospects of BAC, Continental and their
respective banking subsidiaries following the transaction. The Community
Reinvestment Act of 1978 ("CRA") also requires that the Federal Reserve Board,
in deciding whether to approve the Merger, assess the record of the U.S.
depository subsidiaries of Continental and BAC under the CRA. The CRA requires
each depository institution to help meet the credit needs of its local
communities, including low-and moderate-income neighborhoods, consistent with
safe and sound operation. The Federal Reserve Board has also indicated that it
will not approve a significant acquisition unless the resulting institution has
adequate regulatory capital, taking into account, among other things, the nature
of the business and operations and plans for expansion. Federal Reserve Board
approval is also required under the Federal Reserve Act with respect to certain
subsidiaries and investments of Continental.

Under Section 11 of the BHCA, the Merger may not be consummated before the
30th day after the date of Federal Reserve Board approval. The United States
Department of Justice, state authorities or other interested or affected persons
may challenge the Merger on antitrust grounds. Unless a court specifically
orders otherwise, if the Department of Justice commences an antitrust action
during the 30-day period after the date of Federal Reserve Board approval, such
action would stay the effectiveness of that approval.

The Illinois Commissioner will approve a plan of merger whereby an
out-of-state bank holding company is seeking to acquire an Illinois bank holding
company if it appears that: (i) the acquisition will promote the safety and
soundness of the institution to be acquired; (ii) the banks already controlled
by the acquiror comply with the CRA; (iii) the acquiror intends to adequately
meet the needs of the communities served by the Illinois bank holding company in
accordance with the CRA; (iv) the acquiror and the banks controlled by it have
timely filed reports required by bank regulators; and (v) the transaction will
bring net new benefits to Illinois. BAC submitted an application for such
approval to the Illinois Commissioner in April 1994. In addition, Illinois law
requires that after the Merger is consummated the resulting bank holding company
meet certain capital requirements. Approval by the Illinois Commissioner is
subject to receipt of federal regulatory approvals. In addition, in the event
Continental's principal subsidiary, Continental Bank, is converted to an
Illinois state-chartered bank prior to the Effective Time, the Merger will be
subject to the approval by the Illinois Commissioner under Illinois law.

CERTAIN PENDING LITIGATION

Five purported stockholder class action suits have been filed arising out
of Continental's proposed participation in the Merger. On January 28, 1994,
shortly after announcement of the proposed merger, four purported stockholder
class action suits were filed in the Court of Chancery of the State of Delaware
(Slater v. Continental Bank Corporation, Case No. 13362; Fecht v. Theobald, Case
No. 13363; Nitti v. Theobald, Case No. 13364; and Dupree v. Gildehaus, Case No.
13365). In addition, a fifth purported stockholder class action suit was filed
in the Court of Chancery of the State of Delaware on or about February 9, 1994
(Wholesale Realtors Supply v. Continental Bank Corporation, Case No. 13372). On
March 7, 1994, the Court entered an

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order consolidating these five actions under the heading In Re Continental Bank
Corporation Shareholder Litigation, Consolidated Case No. 13362.

The actions were brought against Continental, the individual members of the
Continental Board and BAC. In general, the actions variously allege that
Continental's directors breached their fiduciary duties to the stockholders by
agreeing to the proposed merger at an allegedly "grossly inadequate" price in
light of recent operating results of Continental and other alleged factors, and
allegedly without conducting certain auction, open bidding or "market check"
procedures and by agreeing to certain terms of the proposed Merger, principally
the Stock Option and the termination payment mechanism (as described in "THE
MERGER AGREEMENT -- Additional Agreements -- No Solicitation of Transactions;
Termination Payment"), which allegedly prevent or discourage additional
potential acquirors from offering a higher price to Continental's stockholders
than the price to be paid by BAC. The Slater and Wholesale Realtors Supply
lawsuits further allege that Continental's directors breached their fiduciary
duties by failing to appoint a committee of unaffiliated directors to consider
the proposed Merger. The actions seek certification of a class action on behalf
of Continental's stockholders. The actions seek damages for any alleged higher
price which could have been obtained and for any benefits obtained by
management, and other damages including attorney's fees, injunctive relief
against consummation of the Merger and against the Stock Option Agreement and
termination fee, and seek to require a formal auction of Continental and various
other forms of relief. Continental's management intends to vigorously defend
these actions. In the opinion of management, based in part on the advice of
counsel, Continental has substantially meritorious defenses against these
actions, and, in any event, the disposition of these actions will not have a
material effect on the consolidated financial position or results of operations
of Continental.

PRINCIPAL AND OTHER STOCKHOLDERS OF CONTINENTAL

The following table sets forth the beneficial ownership of outstanding
Continental Common Stock by Continental Common Stockholders known by Continental
to own five percent or more of Continental's outstanding Common Stock. In
addition, in connection with the proposed Merger of Continental with BAC,
Continental has granted BAC an option to purchase shares of Continental Common
Stock representing approximately 19.9% of its outstanding Common Stock at a
price of $37.50 per share. See "THE STOCK OPTION AGREEMENT."

<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- -------- ------------------------------------- ----------------------- ----------
<S> <C> <C> <C>
Common Merrill Lynch & Co., Inc. 4,623,775(a) 8.7%
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
Common Mellon Bank Corporation 6,452,000(b) 12.56%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
</TABLE>

- ---------------

(a) These shares are reported as beneficially owned as of December 31, 1993,
with shared voting and investment power, and include 4,618,000 shares
beneficially owned by Merrill Lynch Assets Management, L.P., a registered
investment advisor, for Merrill Lynch Capital Fund, Inc., a registered
investment company.

(b) Mellon Bank Corporation has reported beneficial ownership of these shares in
various fiduciary capacities as of December 31, 1993, with sole voting power
as to 3,226,000 shares, shared voting power as to 107,000 shares, sole
dispositive power as to 3,329,000 shares and shared dispositive power as to
3,123,000 shares.

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<PAGE> 85

The following table sets forth the beneficial ownership of outstanding
Continental Common Stock as of May 6, 1994, (i) by each director and nominee and
the six executive officers of Continental named in the Summary Compensation
Table under "EXECUTIVE OFFICER COMPENSATION" (less than 1% in each case except
for Mr. Theobald, who owned 2.3%), and (ii) by all directors and executive
officers of Continental as a group (6.7%).

<TABLE>
<S> <C>
Bert A. Getz...................................................... 18,762
Thomas A. Gildehaus............................................... 2,215
Robert B. Goergen................................................. 15,009(a)
William M. Goodyear............................................... 343,304(b)
Richard L. Huber.................................................. 391,237(b)
Miles L. Marsh.................................................... 2,739
Roger H. Morley................................................... 1,646
Michael J. Murray................................................. 346,395(b)
Michael E. O'Neill................................................ 80,277(b)(c)
Hollis W. Rademacher.............................................. 360,712(b)
Linda Johnson Rice................................................ 5,031
John M. Richman................................................... 9,795
Gordon I. Segal................................................... 5,256
Thomas C. Theobald................................................ 1,198,451(a)(b)
James L. Vincent.................................................. 3,255
All directors and executive officers as a group
(20 in number).................................................. 3,470,191(a)(b)(c)
</TABLE>

- ---------------

(a) Does not include shares as to which beneficial ownership is disclaimed, as
follows: Mr. Goergen, 1,500 shares; Mr. Theobald, 14,000 shares; all
directors and executive officers as a group, 15,500 shares.

(b) Includes the right to acquire shares under stock options or stock
appreciation rights as follows: Mr. Goodyear, 310,000 shares; Mr. Huber,
248,000 shares; Mr. Murray, 310,000 shares; Mr. O'Neill, 62,914 shares; Mr.
Rademacher, 347,750 shares; Mr. Theobald, 872,167 shares; all directors and
executive officers as a group, 2,775,163 shares. Also includes shares with
sole voting but no present investment power awarded as a portion of base
annual incentives under Continental's Management Incentive Plan as follows:
Mr. Goodyear, 6,140 shares; Mr. Huber, 7,675 shares; Mr. Murray, 5,884
shares; Mr. O'Neill, 5,117 shares; Mr. Theobald, 10,233 shares; all
directors and executive officers as a group, 47,075 shares.

(c) Includes as of December 31, 1993, 1,739 shares credited to the accounts of
two executive officers under Continental's Employees Stock Ownership Plan
as to which such officers have sole voting but no present investment power.
Persons who become executive officers are no longer eligible to receive
annual allocations of shares under the Plan.

A trust of which Mr. Goergen is the trustee holds 400 shares (less than
0.1%) of the outstanding Continental Series 2 Preferred Stock for the benefit of
a family member. Mr. Goergen disclaims beneficial ownership in those shares. No
other director or executive officer beneficially owns any depositary shares
representing interests in shares of Continental Series 2 Preferred Stock.

ELECTION OF CONTINENTAL DIRECTORS

The Continental Board of Directors has fixed the number of directors to be
elected at 13. The persons elected as directors are to serve until the next
annual meeting of stockholders of Continental and until their successors are
duly elected and qualified or, if earlier, until the consummation of the Merger.
All directors of Continental also serve as directors of its subsidiary,
Continental Bank. All nominees have been recommended for election by the
Committee on Directors of the Continental Board.

It is intended that all shares of stock represented by a proxy in the
accompanying form will be voted for the election of the persons listed below as
directors unless otherwise specified in such proxy. If a quorum is present,
directors will be elected by a plurality vote with the result that abstentions
and failures to vote

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<PAGE> 86

(including broker non-votes) would not affect the outcome of the election. The
following information, including principal occupation for the last five years,
has been furnished by the respective nominees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES:

BERT A. GETZ

57, chairman of the board, president and director of Globe
Corporation, a diversified investment company. Joined that
company in 1959, became its president in 1974 and its chairman
in 1992. Other directorships include CalMat Co. and Dean Foods
Company. DIRECTOR SINCE 1992.

THOMAS A. GILDEHAUS

53, president, chief executive officer and director since July
1992 of UNR Industries, Inc., a holding company with businesses
engaged principally in metal fabrication. Previously employed by
Deere & Company, a manufacturer of agricultural and industrial
equipment, from 1980 to June 1992, becoming executive vice
president in 1982. DIRECTOR SINCE 1993.

ROBERT B. GOERGEN

55, chairman of the board, chief executive officer and director
since 1976 of Blyth Industries, Inc., a manufacturer of candles
and various home accessories. Chairman of the board since April
1990 of XTRA Corporation, a trailer leasing firm. Director of
Wellstead Industries, Inc. DIRECTOR SINCE 1991.

WILLIAM M. GOODYEAR

46, vice chairman of Continental and Continental Bank since
February 1993. Joined Continental Bank in 1972, elected senior
vice president of Continental Bank in 1984 and executive vice
president of Continental and Continental Bank in 1985. DIRECTOR
SINCE 1993.

RICHARD L. HUBER

57, vice chairman of Continental and Continental Bank since
1990. Previously employed as executive vice president for two
years by Chase Manhattan Corporation. Prior thereto, was a group
executive of Citicorp and Citibank, N.A. Joined Citibank, N.A.
in 1973. Director of Capital Re Corporation and Specialty
Equipment Companies, Inc. DIRECTOR SINCE 1991.

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MILES L. MARSH

46, chairman, chief executive officer and director since April
1991 of Pet Incorporated, a food products company. From 1989
through March 1991, was president and chief operating officer of
Whitman Corporation, an international consumer goods and
services company. Previously employed by units of Philip Morris
Companies Inc., a holding company with subsidiaries engaged
primarily in the manufacture and sale of various consumer
products, from 1981 to 1989, becoming president of General Foods
U.S.A. in February 1989, having served as president, Kraft
Operations and Technology Group, from 1988. Other directorships
include Hartmarx Corporation and Whirlpool Corporation. DIRECTOR
SINCE 1993.

ROGER H. MORLEY

62, business consultant and private investor since 1981.
Previously employed by American Express Company for seven years,
becoming vice chairman in 1975 and president in 1977. Served as
a director of that company between 1975 and 1980. Also served as
a director of American Express Bank from 1975 through 1979. Vice
president of Schiller International University, Germany.
Director of Biogen, Inc., and Artal S.A. (Luxembourg). DIRECTOR
SINCE 1992.

MICHAEL J. MURRAY

49, vice chairman of Continental and Continental Bank since
February 1993. Joined Continental Bank in 1969, elected senior
vice president of Continental Bank in 1984 and executive vice
president of Continental and Continental Bank in 1985. Director
of Technology Solutions Company. DIRECTOR SINCE 1993.

LINDA JOHNSON RICE

36, president and chief operating officer of Johnson Publishing
Company, Inc., the publisher of Ebony and other magazines.
Joined that company in 1980, became vice president in 1985 and
president and chief operating officer in 1987. Director of
Bausch & Lomb Incorporated and The Dial Corp. DIRECTOR SINCE
1989.

JOHN M. RICHMAN

66, of counsel to the law firm of Wachtell, Lipton, Rosen & Katz
since January 1990. Retired in 1989 from the management of
Philip Morris Companies Inc., a holding company with
subsidiaries engaged primarily in the manufacture and sale of
various consumer products, and Kraft General Foods, Inc., a
subsidiary of Philip Morris Companies Inc. Joined Kraft in 1954,
becoming chairman and chief executive officer in 1979 and vice
chairman of Philip Morris Companies Inc. in 1988. Directorships
include Philip Morris Companies Inc., R.R. Donnelley & Sons
Company and USX Corporation. DIRECTOR SINCE 1980.

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GORDON I. SEGAL

55, president, chief executive officer and director of Crate &
Barrel, a housewares retail company. Founded that company in
1962. DIRECTOR SINCE 1991.

THOMAS C. THEOBALD

57, chairman and chief executive officer of Continental and
Continental Bank since 1987. Previously vice chairman of
Citicorp and Citibank, N.A. for five years, having joined
Citibank, N.A. in 1960. Director of Xerox Corporation. Trustee
of The Mutual Life Insurance Company of New York. DIRECTOR SINCE
1987.

JAMES L. VINCENT

54, chairman of the board of directors, chief executive officer
and director since 1985 of Biogen, Inc., a biotechnology and
pharmaceutical firm. Director of Millipore Corporation. DIRECTOR
SINCE 1991.

If any nominee should unexpectedly become unavailable for election, proxies
may be voted for another person selected by the Continental Board.

The Boards of Directors of Continental and Continental Bank each had eight
meetings in 1993. All incumbent directors, except Mr. Vincent, attended 75% or
more of the aggregate number of meetings of the Boards of Directors and of the
Committees of the Boards of Directors during the time they served.

Messrs. Getz, Gildehaus, Morley and Segal serve as members of the Audit
Committee of the Continental Board. Mr. Segal acts as Chairman of the Audit
Committee. The principal duties of the Audit Committee are to: (i) cause a
suitable and continuous examination into the affairs of Continental by
independent accountants and Continental's internal auditing staff; (ii) review
the worldwide credit risk portfolio of Continental and its subsidiaries; (iii)
recommend the appointment or discharge of the principal independent accountants,
appraise their independence and professional capabilities and approve their
proposed fees; (iv) review the plan, scope and results of the independent
auditing activities; (v) review the adequacy of internal accounting and
financial controls and the scope and results of internal auditing procedures;
(vi) review the results of the continuous examination and report thereon to the
Continental Board; (vii) review reports of examination which may be received
from any appropriate supervisory and governmental authority, reports or
management letters received from independent accountants and internal auditor
reports, and report thereon to the Continental Board; (viii) review non-audit
professional services rendered by the independent accountants and fees therefor;
(ix) direct and supervise any special investigations requested by the
Continental Board; and (x) review employee compliance with Continental's
policies on standards of personal and professional conduct. The Audit Committee
met six times during 1993.

Messrs. Goergen, Marsh, Richman and Vincent and Mrs. Rice serve as members
of the Human Resources Committee of the Continental Board. Mr. Richman acts as
Chairman of this Committee. The functions performed by the Human Resources
Committee are to: (i) consider and make recommendations to the Continental Board
on appointments of individuals to certain senior management positions in
Continental and Continental Bank and related compensation matters; (ii) approve
incentive awards to certain senior officers and employees of Continental and its
subsidiaries; (iii) evaluate senior management succession

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<PAGE> 89

planning for Continental and its subsidiaries; (iv) review and either approve or
make recommendations to the Continental Board on salary administration and
benefit programs for officers or employees of Continental and its subsidiaries
(approval of the Human Resources Committee being required for any change in such
programs that would result in an increase in annual cost to Continental of
$2,000,000 or more); and (v) administer, construe and interpret certain benefit
and compensation plans for officers and employees of Continental and its
subsidiaries. The Human Resources Committee met five times during 1993.

Messrs. Goergen and Richman and Mrs. Rice serve as members of the Committee
on Directors of the Continental Board. Mr. Goergen acts as Chairman of this
Committee. The functions performed by the Committee are to: (i) assess the
qualifications of individuals for service as a director of Continental and
Continental Bank and make recommendations thereon to the Continental Board; (ii)
review and make recommendations to the Continental Board with respect to
Committees of the Continental Board; and (iii) make such recommendations to the
Continental Board as it deems appropriate from time to time with respect to
membership on the Continental Board, including, but not limited to, the number
and credentials of directors. The Committee on Directors met once during 1993.

The Committee on Directors will consider written recommendations from the
Continental Common Stockholders regarding potential candidates for election as
directors. Recommendations should be sent to the Corporate Secretary of
Continental. Continental will hold a 1995 Annual Meeting only if the Merger is
not consummated prior thereto. In the event of such a meeting, any such
recommendations should be received not later than December 31, 1994, to be
considered for inclusion in the slate of nominees proposed by the Continental
Board. Recommendations should include a description of the candidate's business
experience and other relevant background information during at least the past
five years, a list of companies of which the candidate is a director and any
other organizational affiliations, the amount of Continental Common Stock
beneficially owned by the candidate and information concerning any involvement
of the candidate in legal proceedings or other matters during at least the past
five years which would be material to an evaluation of ability and integrity.

DIRECTOR COMPENSATION

Directors other than salaried officers of Continental or its subsidiaries
receive an annual retainer fee of $30,000 (of which $13,000 is payable in
Continental Common Stock as described below), a fee of $1,000 for each board and
committee meeting attended and an annual fee for service on committees as
described below. The Chairman and other members of the Audit Committee receive
annual fees of $15,000 and $10,000, respectively. The Chairman and other members
of the Human Resources Committee receive annual fees of $10,000 and $7,500,
respectively. Members of the Committee on Directors receive annual fees of
$3,000. Directors may elect to defer payment of any of their director fees,
which then accrue earnings at a money market rate. Deferred fees are paid in a
lump sum or in installments, generally commencing after a director ceases to be
a director of Continental and Continental Bank.

Continental's Stock Plan for Directors ("Directors Stock Plan") provides
that, except as noted below, $13,000 of each director's retainer fee will be
paid in Continental Common Stock at the fair market value of the Continental
Common Stock on the date of payment. Dividends are paid on the Continental
Common Stock issued pursuant to the Directors Stock Plan. At each director's
election, the director may receive restricted Continental Common Stock which may
not be sold, hypothecated or transferred and may be subject to forfeiture unless
the director remains on the Continental Board until death, disability,
retirement, termination of service approved by the Continental Board or a change
in control of Continental (as defined in the Directors Stock Plan). Directors
who own 2,500 shares or more of Continental's Common Stock (other than
Continental Common Stock acquired under the Directors Stock Plan) instead will
receive cash (unless the director elects to receive Continental Common Stock),
and the cash (or Continental Common Stock), at each director's election, may be
subject to the same forfeiture provisions as described above. Directors may also
elect to receive up to the entire amount of their retainer and meeting
attendance fees in Continental Common Stock (on the same terms as the
Continental Common Stock otherwise provided for in the Directors Stock Plan).

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<PAGE> 90

EXECUTIVE OFFICER COMPENSATION

REPORT OF HUMAN RESOURCES COMMITTEE

Committee Role. As part of its functions, the Human Resources Committee
also reviews Continental's executive compensation programs to ensure they are
competitive within the financial services industry, reflect both stockholders'
and participants' best interests and are responsive to both short-and long-term
corporate and individual performance. In performing this review, the Human
Resources Committee utilizes compensation data collected by independent
compensation consultants and corporate performance information provided by
Continental. The data includes information concerning a peer group of companies
which Continental considers its primary competitors for both executive talent
and business opportunities. This peer group consists of eleven of the larger
U.S. bank holding companies that are engaged in similar product and service
activities. All of the organizations in this peer group are also included in the
KBW 50 index, which is displayed on the Stock Performance Graph.

Compensation Philosophy. Continental's executive compensation philosophy,
which serves as the foundation for the total compensation package, is based upon
the following principles:

- Programs must be supportive of Continental's strategic business
objectives.

- A significant ownership interest in Continental by senior executives
promotes those behaviors and actions that will result in an alignment of
stockholder and management interests.

- The total compensation package for executive officers should be
competitive with those of an appropriate peer group of companies and
reflect Continental's performance against that peer group.

- Corporate performance will be the primary factor in determining whether
any annual incentive pool is funded under Continental's Management
Incentive Plan. This approach is designed to foster a true team effort
among the executive officer group. The executive officer's individual
performance will be the primary determinant of his or her specific
incentive award.

- Variable pay, in the form of annual incentives and long-term stock-based
compensation, is intended to be a significant component of the total
compensation package for executive officers. This means that lesser
emphasis on market competitiveness is placed upon fixed pay (i.e., base
salary) and that the most significant reward opportunity for executive
officers is provided through annual incentives which recognize
Continental's prior year results and long-term incentives (i.e., stock
options) which reflect increased stockholder returns through appreciation
of Continental Common Stock.

Base Salaries. Base salaries for executive officers are initially set
based upon a review of the responsibility level of each position and the
relative pay levels for comparable positions at peer companies. Base salaries
may be periodically increased as a result of an individual assuming increased
responsibilities or as a result of competitive data indicating a significant
change in base pay levels among peer group companies.

Consistent with Continental's philosophy of emphasizing variable pay,
increases to fixed or base pay are generally considered no more frequently than
on a biennial basis and may even be more infrequent unless significant changes
in the individual's responsibility level occur. The Human Resources Committee is
responsible for recommending to the Continental Board any increase or decrease
in the base salary of an executive officer.

Annual Incentives. All executive officers are participants in
Continental's Management Incentive Plan. The Plan provides for three levels of
corporate performance which equate to potential incentive pools in the amounts
of 50%, 100% and 150% of the sum of the base salaries of Plan participants.
Individual awards under the Plan are not subject to any minimum or maximum
payment level. The Plan does not require funding of the incentive pool if the
Human Resources Committee and the Board of Directors determine that corporate
performance does not warrant such funding. This was the case for the 1991
performance period. As a result, no one in the executive officer group received
an annual incentive payment for that year.

In making determinations on annual incentive payments, the Human Resources
Committee reviews a variety of corporate performance measures, as well as the
individuals' objectives and accomplishments. For the

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<PAGE> 91

1993 performance period, the Human Resources Committee used the corporate
performance measures shown below as a guideline for purposes of determining the
funding of the incentive pool. Also shown below are the weightings attributed to
each one of these performance measures:

<TABLE>
<CAPTION>
WEIGHTING OF
PERFORMANCE MEASURE PERFORMANCE MEASURE
----------------------------------------------------------- -------------------
<S> <C>
Earnings Per Share......................................... 40%
Ratio of Classified Assets to Bank Tier 1 Capital Plus
Reserves................................................. 20
Number of Regulatory and Rating Agency Upgrades............ 10
Customer Satisfaction...................................... 10
Capital Management......................................... 10
Career Development......................................... 10
</TABLE>

The Human Resources Committee determined that the actual 1993 results for
the first three performance measures, which had pre-established quantitative
targets, significantly exceeded the base target levels. The 1993 results
pertaining to the last three corporate performance measures were less
quantitative in nature and did not have pre-established targets. The Human
Resources Committee determined that actual 1993 results in these three
performance categories also met and exceeded expectations.

In keeping with Continental's compensation philosophy, which emphasizes
ownership in Continental, incentive payments of $50,000 or greater are currently
paid 25% in Continental Common Stock. That portion paid in stock is increased by
10% to reflect the fact that the stock is non-transferable for approximately one
year and is further subject to forfeiture under certain conditions during that
time.

Long-Term Incentives. Continental's current method of providing long-term
incentive compensation opportunities to its executive officers is through the
use of stock options. Stock options allow the recipient to purchase shares of
Continental Common Stock at a specified price, that is not less than its fair
market value on the grant date, during a fixed period of time following the
grant date. This period of time has typically been ten years. Continental
believes that this form of long-term incentive is presently the best vehicle by
which to link stockholder and management interests, since value is provided to
recipients only if Continental's stock price increases.

The Human Resources Committee is the administrator of Continental's stock
option plans and has the authority to approve awards to executive officers. The
Human Resources Committee reviews competitive market data to determine the
average value of long-term incentive awards previously provided to comparable
level executive officers at peer group companies. The Human Resources Committee
uses this data as a guideline in determining the number of stock options to be
granted to an executive officer while also taking into consideration the
individual's expected impact on future corporate results.

Executive and Other Employee Stock Ownership. As reinforcement of
management's strong belief in employee ownership in Continental, Continental has
established individual guidelines, by position, on target levels of ownership of
Common Stock or share equivalents (i.e., phantom shares of stock which are an
investment alternative under Continental's Deferred Incentive Plan), excluding
stock options, for its key executives. Stock options are excluded since they do
not constitute ownership of the underlying stock, and the executive has no
equity risk until the option is actually exercised and the stock is purchased.
Continental has not set an aggregate target level of ownership for its
executives. The individual target ownership levels range from two times annual
salary for the Chairman to 8,000 shares or share equivalents for other senior
executives. Target levels for the three Vice Chairmen and for Mr. O'Neill are
1 1/2 and 1 times base salary, respectively. These target levels for the named
executive officers were deemed sufficient to align the executives' interests
with those of the stockholders. Currently, there are 24 key executives,
including all executive officers, that are covered by these stock ownership
guidelines. As of December 31, 1993, all 24 executives were within the ownership
guidelines.

In addition to the program described above, Continental provides
opportunities for all salaried staff to beneficially own shares of Continental
Common Stock through an Employee Stock Ownership Plan and a Continental Common
Stock fund which is an investment alternative under Continental's Employee
Savings Incentive Plan and Trust, which is a defined contribution retirement
plan. As of December 31, 1993, these plans held 1,908,806 and 493,908 shares,
respectively, representing approximately 4.7% of the Continental Common Stock
outstanding on that date excluding treasury shares.

Chairman's Compensation and Corporate Performance. As previously stated,
corporate performance is the predominant factor influencing the compensation of
the executive officer group. Continental's compensa-

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<PAGE> 92

tion philosophy and pay for performance objectives are clearly demonstrated in
setting the Chairman's compensation package.

During 1993, revenues increased 15% and non-performing assets, including
loans, decreased by $339 million or 41%. Also during 1993, the major rating
agencies upgraded the status of Continental Bank's debt ratings and
Continental's stock performance continued to show improvement as evidenced by an
increase of almost 22% between December 31, 1992 and December 31, 1993. These
factors, in conjunction with the previously mentioned performance measures that
were used as a guideline for purposes of determining the aggregate funding level
of the Management Incentive Plan, formed the basis for an evaluation of 1993's
corporate performance. The Human Resources Committee uses its judgment in
determining how overall corporate results should impact the levels of
compensation for the Chairman and each of the other executive officers. Based
upon its assessment of 1993 results, the Human Resources Committee took the
following actions with respect to Mr. Theobald's total compensation:

- Consistent with the stated philosophy of placing less emphasis on fixed
pay and more emphasis on variable pay, Mr. Theobald's base salary was not
changed in 1993. His last salary increase occurred in 1992, at which time
it was increased to $660,000. That increase represented only his second
increase in base salary since joining Continental in July 1987.

- As a result of the successful year experienced by Continental, the Human
Resources Committee and the Continental Board approved an annual
incentive award in the amount of $1,000,000. Twenty-five percent of Mr.
Theobald's incentive payment was paid in shares of Continental Common
Stock. The amount paid in stock was increased by 10% in recognition of
the fact that the shares are non-transferable and subject to forfeiture
until January 10, 1995. This results in the amount of $1,025,000
appearing in the Summary Compensation Table below. The shares awarded to
any employee who subsequently retires or is otherwise subject to an
involuntary separation of employment would no longer be subject to the
aforementioned restrictions as of the date of retirement or separation.

- The Human Resources Committee approved a stock option grant to Mr.
Theobald of 100,000 shares of Continental Common Stock at a grant price
of $23.1875, which was the market price on the grant date. At the time
the grant was approved, it was estimated that its potential value was
approximately 180% of Mr. Theobald's base salary. This value was slightly
below the median value of long-term incentive awards for Chairmen at peer
group companies over the preceding several years, based upon a review of
competitive data.

Company Position Regarding $1 Million Limit on the Deductibility of
Executive Compensation. Section 162(m) of the Code, enacted in 1993, and
proposed regulations thereunder, generally disallow a tax deduction to public
companies for compensation over $1,000,000 paid to those executive officers at
year-end named in the proxy statement. Compensation which met the specific
requirements delineated under the Code as being "performance-based" would be
considered exempt from this limit. In order to meet these requirements, the
Company's Management Incentive Plan and the 1991 Equity Performance Incentive
Plan (i.e., the stock option plan) would require modifications that would then
require approval by stockholders. Given the proposed Merger between Continental
and BAC and the potential discontinuation of Continental's Management Incentive
Plan and stock option plan if the Merger is completed in 1994, the Human
Resources Committee determined that the modification of these plans would be
unnecessary and inappropriate at this time. Should the Merger not be
consummated, modification of these plans would then be reconsidered.

Severance Arrangements with Mr. Rademacher. The Human Resources Committee
approved an agreement with Mr. Rademacher in connection with his retirement
after 36 years with Continental and in recognition of Mr. Rademacher's long and
distinguished service, which agreement provides for a lump sum payment, the
acceleration of the vesting of his options and certain other benefits, as set
forth under "-- Executive Termination Agreements."

Human Resources Committee

John M. Richman, Chairman
Robert B. Goergen
Miles L. Marsh
Linda Johnson Rice
James L. Vincent

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<PAGE> 93

SUMMARY COMPENSATION TABLE

The following table summarizes for the years indicated the compensation of
the Chairman, who is the chief executive officer, the four other most highly
compensated executive officers of Continental and one additional executive
officer who retired during the year.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES
----------------------- UNDERLYING ALL OTHER
NAME AND SALARY BONUS(B) OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) SARS(#)(C) ($)(D)
- ---------------------------------- ----- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Thomas C. Theobald................ 1993 $660,000 $1,025,000 100,000 $ 4,497
Chairman 1992 620,000 922,500 196,000 4,364
1991 583,333 0 146,000
Richard L. Huber.................. 1993 400,000 768,750 60,000 4,497
Vice Chairman 1992 395,833 563,750 118,000 4,364
1991 350,000 0 88,000
Michael J. Murray................. 1993 391,667 589,375 60,000 9,085
Vice Chairman 1992 333,333 666,250 115,000 6,342
1991 283,333 0 70,000
William M. Goodyear............... 1993 391,667 615,000 60,000 4,497
Vice Chairman 1992 333,333 563,750 115,000 4,364
1991 283,333 0 70,000
Michael E. O'Neill(a)............. 1993 240,000 512,500 75,000 113,060
Chief Financial Officer
Hollis W. Rademacher(a)........... 1993 273,958 250,000 40,000 694,332
Chief Financial Officer 1992 322,917 384,375 101,000 45,662
1991 300,000 0 76,000
</TABLE>

- ---------------

(a) Mr. Rademacher retired during 1993 and his position was assumed by Mr.
O'Neill.

(b) To further promote stock ownership, 25% of base annual incentives for 1992
and 1993 were paid in Common Stock, subject to forfeiture upon voluntary
separation (other than retirement) until January 31, 1994 and January 10,
1995, respectively. Because of these restrictions, each such stock award was
increased by 10%, and this increase is included in the figures shown above.
Holders of such stock awards are entitled to quarterly dividends. Mr.
Rademacher's 1993 award of $250,000 was paid entirely in cash. As of
December 31, 1993, the named executive officers held the following number of
shares of stock subject to restriction until January 31, 1994: Mr. Theobald,
10,674; Mr. Huber, 6,523; Mr. Murray, 7,709; Mr. Goodyear, 6,523; and Mr.
O'Neill, 3,262. Based upon the $26.375 closing price of Continental Common
Stock as reported for December 31, 1993 on the NYSE composite transactions
tape, the value of these shares were $281,527, $172,044, $203,325, $172,044
and $86,035, respectively. As of December 31, 1993, Mr. Rademacher no longer
held any restricted shares.

(d) Reflects Continental's 1993 contributions of $4,497 under the Employee
Savings Incentive Plan and Trust for each executive officer named in the
table and earnings credited, excluding dividend equivalents, to the accounts
of Messrs. Murray, Rademacher and O'Neill under Continental's Deferred
Incentive Plan, as follows: Earnings credited to stock unit account: Murray,
$4,588; Rademacher, $81,868; O'Neill, $108,563. Earnings credited to
interest account: Rademacher, $20,467. In addition, Mr. Rademacher received
a lump sum payment in the amount of $587,500, consisting of $487,500 which
was the full value

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<PAGE> 94

of salary continuation through April 30, 1995 and a special payment of
$100,000 in recognition of his long and distinguished service to
Continental.

OPTION GRANTS IN 1993

The following table shows grants made during 1993 to the six executive
officers named in the Summary Compensation Table to purchase shares of
Continental Common Stock and the potential realizable value of these options
assuming a 5% and 10% compounded appreciation in the market value of the stock
over the term of the option grants. The table also relates those values to the
gains that would be realized by the holders of Continental Common Stock as a
whole if those rates of appreciation were achieved.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
- ------------------------------------------------------------------------------------- REALIZABLE VALUE AT
PERCENT ASSUMED ANNUAL
NUMBER OF OF TOTAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ----------------------------
NAME GRANTED(#) IN 1993 ($/SHARE) DATE 5%($) 10%($)
- --------------------------------- ----------- ---------- ----------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Theobald............... 100,000 7.74% $ 23.1875 2/22/03 $1,460,812 $3,686,813
Richard L. Huber................. 60,000 4.65 23.1875 2/22/03 876,487 2,212,088
Michael J. Murray................ 60,000 4.65 23.1875 2/22/03 876,487 2,212,088
William M. Goodyear.............. 60,000 4.65 23.1875 2/22/03 876,487 2,212,088
Michael E. O'Neill............... 25,000 1.94 23.1875 2/22/03 365,203 921,703
50,000 3.87 26.3750 10/25/03 830,812 2,096,813
Hollis W. Rademacher............. 40,000 3.10 23.1875 2/22/03(a) 584,325 1,474,725
All Common Stockholders Gain..... N/A N/A 23.1875 N/A 742,303,092 1,873,431,614
Mr. Theobald's gain on his
options as % of All Common
Stockholders Gain.............. N/A N/A N/A N/A 0.197% 0.197%
</TABLE>

- ---------------

(a) In light of Mr. Rademacher's retirement, the vesting of the non-vested
shares of this option grant were accelerated to his retirement date, and the
options will expire no later than October 31, 1996 in accordance with the
terms of the 1991 Equity Performance Incentive Plan. As a result of the
revised option term, the potential realizable values at assumed appreciation
rates of 5% and 10% would be $146,174 and $307,003, respectively.

The stock options shown above were granted at the fair market value of
Continental Common Stock on the date of grant and vest ratably on an annual
basis over a three-year period following the date of grant. Mr. O'Neill's
$26.375 option was granted in recognition of his assuming the position of Chief
Financial Officer. Continental has shown the potential realizable value based
upon an assumed 5% and 10% compounded appreciation of the stock's value over the
term of the option because of this method's ease of understanding and because
there is not, at this time, a commonly accepted methodology for valuing stock
options. Continental has also chosen to show the corresponding increase in All
Common Stockholders value at those appreciation levels and the Chairman's
potential gain on his options as a percentage of All Common Stockholders Gain.
The figures shown for All Common Stockholders Gain reflect the gain in total
market value which would result from the assumed annual rates of appreciation
for 50,814,399 shares of Continental Common Stock outstanding as of December 31,
1993.

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<PAGE> 95

AGGREGATED OPTION/SAR EXERCISES IN 1993 AND OPTION/SAR VALUES AT YEAR-END 1993

The following table summarizes option and SAR exercises during 1993 by the
six executive officers named in the Summary Compensation Table and unexercised
options held by these individuals at year-end 1993. None of the shares acquired
by these individuals upon exercise of these options has been sold.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS
ACQUIRED ON AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(A)
EXERCISE VALUE
NAME (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------------- ----------- ------------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Thomas C. Theobald.............. 0 N/A 895,166/206,334 $6,260,170/$1,864,337
Richard L. Huber................ 44,000 $ 547,140 174,000/124,000 1,689,110/ 1,121,610
Michael J. Murray............... 0 N/A 248,500/122,500 2,705,238/ 1,099,013
William M. Goodyear............. 0 N/A 248,500/122,500 2,705,238/ 1,099,013
Michael E. O'Neill.............. 0 N/A 40,413/89,167 427,198/ 239,692
Hollis W. Rademacher............ 0 N/A 362,250/0 3,693,676/ 0
</TABLE>

- ---------------

(a) The closing price of Continental Common Stock as reported for December 31,
1993 on the NYSE composite transactions tape was $26.375.

PENSION PLAN

Continental's Pension Plan is a noncontributory defined benefit plan that
provides for fixed benefits to employees and their survivors in the event of
retirement after certain age and service requirements have been met. Normal
retirement age under the Pension Plan is 65, and the maximum number of years of
service considered under the Pension Plan formula is 35 years.

The following table illustrates the estimated annual benefits payable upon
retirement pursuant to the Pension Plan for specified remuneration and years of
participating service and assuming retirement at normal retirement age. The
table includes any payments due under a supplemental pension program which
provides that if the benefit under the Pension Plan is limited by ERISA or the
Code, a supplemental non-qualified benefit equal to the difference between the
benefit actually received under the Pension Plan and the benefit that would have
otherwise been received absent those limitations is paid to the participant.

<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30 35
- ------------ -------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$250,000 $ 18,750 $ 37,500 $ 56,250 $ 75,000 $ 93,750 $ 112,500 $ 131,250
350,000 26,250 52,500 78,750 105,000 131,250 157,500 183,750
450,000 38,750 67,500 101,250 135,000 168,750 202,500 236,250
550,000 41,250 82,500 123,750 165,000 206,250 247,500 288,750
650,000 48,750 97,500 146,250 195,000 243,750 292,500 341,250
750,000 56,250 112,500 168,750 225,000 281,250 337,500 393,750
850,000 63,750 127,500 191,250 255,000 318,750 382,500 446,250
950,000 71,250 142,500 213,750 285,000 356,250 427,500 498,750
</TABLE>

Messrs. Theobald, Huber, Murray, Goodyear and O'Neill, respectively, had 6,
4, 24, 21 and 15 years of credited service under the Pension Plan as of December
31, 1993, and Mr. Rademacher retired during 1993 with 35 years of credited
service (capped at 35 years under the terms of the Pension Plan). "Remuneration"
means average base salary earnings, plus incentive compensation (Bonus as
displayed in the Summary Compensation Table) up to 25% of base salary earnings,
for the 60 consecutive month period in the ten-year period immediately preceding
retirement which will result in the highest such average. The figures above
represent straight life annuities.

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<PAGE> 96

EXECUTIVE TERMINATION AGREEMENTS

Continental has entered into senior executive termination agreements
("Termination Agreements") with certain of its executive officers: Messrs.
Goodyear, Higgins, Huber, Murray, O'Neill, Sherman, Stocker, Theobald and
Thompson. The Termination Agreements generally provide that if, within two years
subsequent to a "change of control" of Continental, the officer's employment is
terminated by Continental or Continental Bank, or the officer terminates his
employment as the result of certain specified actions taken by Continental or
its subsidiaries, the officer shall be entitled to receive: (i) two times the
officer's annual base salary, payable over a two-year period; (ii) a lump sum
payment equal to two times the amount determined by multiplying the officer's
base salary by the average percentage of bonus to base salary paid to the
officer during the previous two years; (iii) the extension of life insurance and
medical, health, and disability plan coverage (or receipt of equivalent
coverage) for two years to the extent such plans are offered by Continental
during such two-year period and to the extent not received in connection with
other employment; (iv) a retirement benefit equivalent to vested retirement
benefits and two years additional credited service under Continental's ordinary
retirement plans; (v) an amount equal to two years of basic matching employer
contributions under Continental's Employees Savings Incentive Plan and Trust;
(vi) a payment equal to the tax, if any, payable by the officer as a result of
provisions of Section 280G of the Code or any other similar law applicable to
"change of control" arrangements; and (vii) outplacement counseling services
within two years from the date of termination. A "change of control" shall be
deemed to have occurred if (A) any person or group becomes the beneficial owner
of securities representing 20% or more of the combined voting power of
Continental's then outstanding securities; (B) at any time less than a majority
of the members of the Continental Board shall be persons who were either
nominated for election by the Continental Board or were elected by the
Continental Board; (C) the stockholders of Continental approve a merger or
consolidation of Continental with any other corporation which would not result
in the voting securities of Continental outstanding immediately prior thereto
(or securities into which they are converted) continuing to represent at least
75% of the combined voting power of the voting securities of Continental or such
surviving entity outstanding immediately thereafter; or (D) the stockholders of
Continental approve a plan of complete liquidation of Continental or an
agreement for the sale or disposition by Continental of all or substantially all
of Continental's assets. In addition, the options held by these executives
contain provisions accelerating the vesting of all unvested options in the event
of a change of control (as defined in the stock option agreements evidencing
such options). The Merger constitutes a "change of control" for both of these
purposes. If within two years after termination the officer becomes employed by
an employer that is in direct competition with Continental and its subsidiaries,
then the amount of salary and bonus payments under the Termination Agreement are
offset by any salary and bonus received in connection with such other
employment. The officer is not required to seek other employment or otherwise
mitigate the amount of any payments. The Termination Agreements contain an
initial termination date of December 31, 1994 (December 31, 1995 for Mr.
O'Neill's Termination Agreement), but, beginning December 31, 1992 (December 31,
1993 for Mr. O'Neill's Termination Agreement), and each December 31 thereafter,
automatically extend for one additional year unless either party gives notice of
cancellation 90 days prior to such December 31. The expiration of such
Termination Agreements would not, however, affect the rights or obligations of
Continental or the officer arising from a "change of control" occurring prior to
such expiration.

For a description of the cancellation of the Termination Agreements of
Messrs. Goodyear and Murray immediately prior to the Effective Time, see "THE
MERGER -- Interests of Certain Persons in the Merger."

In connection with the retirement of Hollis W. Rademacher as chief
financial officer on October 31, 1993, Continental entered into an agreement
with him that provides for a lump sum payment of $587,500, less required
withholding taxes, on November 1, 1993. This payment reflects the full value of
salary continuation through April 30, 1995 and a special payment of $100,000 in
recognition of his long and distinguished service to Continental under the
Management Incentive Plan. Mr. Rademacher also received an incentive payment of
$250,000 in recognition of his overall performance and contribution during 1993.
Pursuant to a resolution of the Human Resources Committee, Mr. Rademacher's
outstanding non-vested stock options were accelerated to vest on October 31,
1993. As a retiree, Mr. Rademacher is entitled to continued coverage under the

90
<PAGE> 97

Continental Medical Plan with Continental contributing 74% of the cost of
coverage. Under the Professional Services Program (which provides reimbursement
for such services as tax return preparation and financial and estate planning),
Continental will reimburse Mr. Rademacher for certain professional services
through calendar year 1995 (up to an annual maximum of $10,000). Mr. Rademacher
retains use of a company car and parking privileges until December 31, 1994, the
expiration date of the current lease on the car.

REPORTS OF BENEFICIAL OWNERSHIP

Following his retirement, Mr. Rademacher was inadvertently late in filing a
required report with the SEC covering four transactions in Continental Common
Stock in November 1993.

STOCK PERFORMANCE GRAPH

The following performance graph compares the yearly change since December
31, 1988 in cumulative return on Continental Common Stock on a dividend
reinvested basis to the S&P 500 Index and the KBW 50 Index. The KBW 50 Index is
a market capitalization-weighted bank stock index published by Keefe, Bruyette &
Woods, Inc. and is made up of the 50 largest U.S. banking companies, including
Continental. The graph assumes $100 was invested on December 31, 1988 and shows
the cumulative total return as of each December 31 thereafter and, in order to
reflect changes since the announcement of the Merger Agreement, as of March 31,
1994.

<TABLE>
<CAPTION>
Continental
Measurement Period Bank Corpo- S&P 500 In-
(Fiscal Year Covered) ration dex KBW 50 Index
<S> <C> <C> <C>
1988 100 100 100
1989 99 132 148
1990 49 128 106
1991 55 166 168
1992 132 179 214
1993 165 197 226
March 31, 1994 205 190 222
</TABLE>

CERTAIN TRANSACTIONS

Richard S. Brennan, General Counsel and Secretary of Continental and
Continental Bank, is also a partner in the law firm of Mayer, Brown & Platt,
which has represented Continental, Continental Bank and their predecessors for
many years, and is compensated solely by that firm. Payments to Mayer, Brown &
Platt for 1993 legal services and expenses aggregated approximately $13 million.

Directors and officers of Continental and their associates were customers
of, and had other transactions with, Continental Bank in the ordinary course of
business during 1993. All loans and commitments included in such other
transactions were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than the normal risk of collectibility or
present other unfavorable features.

91
<PAGE> 98

For a discussion of the interests of directors and executive officers of
Continental in the Merger, see "THE MERGER -- Interests of Certain Persons in
the Merger."

RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Continental Board of Directors, upon the recommendation of its Audit
Committee, has appointed Price Waterhouse as Continental's principal independent
accountants for 1994. In addition to serving as principal independent
accountants, Price Waterhouse is engaged by Continental to provide certain
internal auditing-related services, the scope of which is determined by
Continental management and approved by the Audit Committee of the Continental
Board. Price Waterhouse is solely responsible for determining the scope of its
auditing procedures in its role as principal independent accountants. Fees
attributable to 1993 for all auditing services rendered by Price Waterhouse were
approximately $3,205,000 and for tax and other consulting matters were
approximately $485,000.

Representatives of Price Waterhouse will be present at the Meeting and will
have the opportunity to make a statement if they desire to do so. They will also
be available to respond to appropriate questions presented at the Meeting.

In the event the appointment of Price Waterhouse is not approved by a
majority of the shares of Continental Common Stock represented at the Meeting,
the Continental Audit Committee and the Continental Board will consider such a
vote as advice to select other independent accountants for 1995, rather than for
1994, because of the difficulty and expense involved in changing independent
accountants on short notice.

STOCKHOLDER PROPOSALS

Continental will hold a 1995 Annual Meeting of Stockholders only if the
Merger is not consummated prior thereto. In the event of such a meeting,
stockholder proposals must be received by Continental no later than December 19,
1994 to be considered for inclusion in the Proxy Statement and form of proxy for
the 1995 Annual Meeting of Stockholders. Continental will provide timely advance
notice to stockholders of any change in that date. Holders of BAC Common Stock
must submit proposals to BAC for formal consideration at the 1995 Annual Meeting
of Stockholders of BAC on or before November 28, 1994.

EXPERTS

The consolidated financial statements of BAC and subsidiaries incorporated
by reference in BAC's Annual Report on Form 10-K for the year ended December 31,
1993 have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

The consolidated financial statements of Continental and subsidiaries as of
December 31, 1993 and 1992 and for the three years ended December 31, 1993,
incorporated by reference from Continental's Annual Report on Form 10-K for the
year ended December 31, 1993, have been incorporated herein in reliance upon the
report of Price Waterhouse, independent auditors, incorporated herein by
reference and upon the authority of said firm as experts in accounting and
auditing.

LEGAL MATTERS

The validity of the shares of BAC Common Stock offered hereby will be
passed upon for BAC by Michael J. Halloran, Executive Vice President and General
Counsel of BAC. As of March 31, 1994, Mr. Halloran had a direct or indirect
interest in 2,061 shares of BAC Common Stock and had options to purchase 52,832
additional shares, of which 21,166 options were exercisable. Certain legal
matters relating to the Merger will be passed upon for BAC by Pillsbury Madison
& Sutro, San Francisco, California.

92
<PAGE> 99

OTHER BUSINESS AT THE MEETING

The Board of Directors of Continental is not aware of any other business to
be presented at the Meeting other than the matters described in this Proxy
Statement-Prospectus. If any other matter should properly come before the
Meeting, the persons named as proxies on the accompanying proxy card will have
the discretionary authority to vote the shares of Continental Common Stock
represented by proxy in accordance with the discretion and judgment of the
person or persons voting the proxies as to the best interests of Continental and
Continental Common Stockholders.

The cost of the solicitation of proxies will be borne by Continental. In
addition to solicitation by mail, directors, officers and regular employees of
Continental may solicit proxies personally or by telegraph or telephone but will
not be entitled to receive additional compensation for such services.

93
<PAGE> 100
ANNEX A

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

RESTATED AGREEMENT AND PLAN OF MERGER

between

BANKAMERICA CORPORATION

and

CONTINENTAL BANK CORPORATION

______________

Dated as of January 27, 1994

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

<PAGE> 101
TABLE OF CONTENTS

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

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

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

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

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

<PAGE> 102

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

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

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

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

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

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

</TABLE>

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<PAGE> 103

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

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

</TABLE>

-iii-

<PAGE> 104
RESTATED AGREEMENT AND PLAN OF MERGER

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

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

-1-

<PAGE> 105
ARTICLE I

THE MERGER AND RELATED TRANSACTIONS

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

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

1.3 Effects of the Merger.

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

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

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

ARTICLE II

CERTAIN DEFINITIONS

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

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

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

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<PAGE> 106
(c) "Affiliate" shall mean, with respect to any person, any Person that,
directly or indirectly, controls or is controlled by or is under common control
with such Person.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE> 107
(aa) "Constituent Corporations" shall have the meaning set forth in
Section 1.3(b).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

MANNER OF CONVERTING SHARES

3.1 Conversion.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

EXCHANGE OF SHARES

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

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

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

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

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

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

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

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

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF CONTINENTAL

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

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

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

5.2 Capital Structure.

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

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

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

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

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

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

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

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

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

5.3 Authority.

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

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

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

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

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

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

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

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

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5.7 Other Activities of Continental and its Subsidiaries.

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

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

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

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

5.8 Litigation.

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

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

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

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

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

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

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

5.12 Employee Benefit Plans; ERISA.

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

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

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

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

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

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

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

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

(h) With respect to each Plan:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.28 Accounting Records.

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

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

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

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

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

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

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

5.32 Loans.

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

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

5.33 Interest Rate Risk Management Instruments.

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

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

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

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

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BAC

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

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

6.2 Authorization of Merger and Related Transactions.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

CONDUCT OF CONTINENTAL'S BUSINESSES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

ADDITIONAL AGREEMENTS

8.1 Access and Information.

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

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

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

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

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

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

8.2 S-4; Regulatory Matters.

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

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

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

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

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

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

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

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

8.8 Indemnification.

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

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

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

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

8.9 Conversion of Stock Options; Restricted Stock.

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

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

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

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

8.10 Certain Change of Control Matters.

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

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

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

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

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

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

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

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

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

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

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

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

8.20 Intentionally Omitted.

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

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

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

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

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

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

ARTICLE IX

CONDITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE> 149
ARTICLE X

TERMINATION AND AMENDMENT

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

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

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

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

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

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

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<PAGE> 150
(f) By BAC if, after the date hereof, any Person (other than BAC
or any Subsidiary thereof) shall become the beneficial owner of 20% or more
of the then outstanding shares of Continental Common Stock or any Person
(other than BAC or a Subsidiary thereof) shall have commenced a bona fide
tender offer or exchange offer to acquire at least 20% of the then
outstanding shares of Continental Common Stock.

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

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

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

10.5 Termination Expenses.

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

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

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<PAGE> 151
hereby, including the preparation, printing, filing, shipping, and distribution
of the S-4 and the Proxy Statement and the pursuit of the Requisite Regulatory
Approvals (such fees and expenses to include all legal, consulting and
accounting fees, disbursements and expenses). To the extent any such expenses
are reimbursed pursuant to this Section 10.5(b), such payments shall be
credited against any similar obligations of Continental under Section 8.11.

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

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

ARTICLE XI

GENERAL PROVISIONS

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

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

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

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

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<PAGE> 152
waiver thereof, nor shall any single or partial exercise of any right, remedy
or power hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy or power provided herein or by law or in
equity. The waiver by any party of the time for performance of any act or
condition hereunder does not constitute a waiver of the act or condition
itself.

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

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

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

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

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

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

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

-49-

<PAGE> 153
Additional copy to: Pillsbury Madison & Sutro
235 Montgomery Street
San Francisco, California 94104
Attn: Rodney R. Peck, Esq.
Fax: (415) 398-2096

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

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

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

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

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

-50-

<PAGE> 154
IN WITNESS WHEREOF, BAC and Continental have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all as of the
date first written above.

BANKAMERICA CORPORATION

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

CONTINENTAL BANK CORPORATION

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

-51-

<PAGE> 155

ANNEX B

ILLUSTRATIVE CALCULATIONS OF STOCK CONSIDERATION,
CASH CONSIDERATION AND STOCK AMOUNT

THERE CAN BE NO ASSURANCE AS TO WHAT THE FINAL BAC STOCK PRICE WILL BE OR
WHAT THE VALUE OF BAC COMMON STOCK TO BE ISSUED IN THE MERGER WILL BE AT OR
FOLLOWING THE EFFECTIVE TIME. THE ADJUSTMENTS REFERRED TO IN THE COLUMN HEADINGS
BELOW REFER TO THE ADJUSTMENTS MADE IN THE EVENT THE FINAL BAC STOCK PRICE IS
ABOVE THE CEILING PRICE OR BELOW THE FLOOR PRICE. SEE "THE MERGER -- MERGER
CONSIDERATION."
<TABLE>
<CAPTION>
CASH STOCK
TOTAL VALUE TO CONTINENTAL CONSIDERATION AMOUNT
----------------------------------------------------------- ADJUSTED -- FINAL ADJUSTED -- FINAL
CASH BAC STOCK BAC STOCK
ASSUMED STOCK CONSIDERATION PRICE ABOVE PRICE ABOVE
FINAL VALUE PER PER CEILING PRICE CEILING PRICE BAC
BAC STOCK CONTINENTAL CONTINENTAL OR BELOW OR BELOW STOCK
PRICE CASH STOCK TOTAL SHARE SHARE FLOOR PRICE FLOOR PRICE AMOUNT
- ---------- ---- ----- ------ ----------- ------------- ---------------- ---------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$30.00 $946 $642 $1,588 $ 30.85 $ 30.85 $33.41 4.395 25.795
30.50 946 653 1,599 31.06 31.06 33.41 3.972 25.372
31.00 946 663 1,609 31.26 31.26 33.41 3.563 24.963
31.50 946 674 1,620 31.47 31.47 33.41 3.167 24.566
32.00 946 685 1,631 31.68 31.68 33.41 2.783 24.183
32.50 946 695 1,641 31.89 31.89 33.41 2.411 23.811
33.00 946 706 1,652 32.10 32.10 33.41 2.050 23.450
33.50 946 717 1,663 32.30 32.30 33.41 1.700 23.100
34.00 946 728 1,673 32.51 32.51 33.41 1.360 22.760
34.50 946 738 1,684 32.72 32.72 33.41 1.030 22.430
35.00 946 749 1,695 32.93 32.93 33.41 0.710 22.110
35.50 946 760 1,706 33.14 33.14 33.41 0.399 21.798
36.00 946 770 1,716 33.34 33.34 33.41 0.096 21.496
- -------------------------------------------------------------------------------------------------------------------------------
36.16 946 774 1,720 33.41 33.41 -- 0.000 21.400
- -------------------------------------------------------------------------------------------------------------------------------
36.50 946 781 1,727 33.55 33.55 -- 0.000 21.400
37.00 946 792 1,738 33.76 33.76 -- 0.000 21.400
37.50 946 802 1,748 33.97 33.97 -- 0.000 21.400
38.00 946 813 1,759 34.18 34.18 -- 0.000 21.400
38.50 946 824 1,770 34.38 34.38 -- 0.000 21.400
39.00 946 835 1,780 34.59 34.59 -- 0.000 21.400
39.50 946 845 1,791 34.80 34.80 -- 0.000 21.400
40.00 946 856 1,802 35.01 35.01 -- 0.000 21.400
40.50 946 867 1,813 35.21 35.21 -- 0.000 21.400
41.00 946 877 1,823 35.42 35.42 -- 0.000 21.400
41.50 946 888 1,834 35.63 35.63 -- 0.000 21.400
42.00 946 899 1,845 35.84 35.84 -- 0.000 21.400
42.50 946 909 1,855 36.05 36.05 -- 0.000 21.400
43.00 946 920 1,866 36.25 36.25 -- 0.000 21.400
43.50 946 931 1,877 36.46 36.46 -- 0.000 21.400
44.00 946 942 1,888 36.67 36.67 -- 0.000 21.400
44.50 946 952 1,898 36.88 36.88 -- 0.000 21.400

774 1,720 33.41 0.9239 0.9239 --
- --------------------------------------------------------------------------------------------------------------------

781 1,727 33.55 0.9192 0.9192 --
792 1,738 33.75 0.9124 0.9124 --
802 1,748 33.97 0.9058 0.9058 --
813 1,759 34.18 0.8994 0.8994 --
824 1,770 34.38 0.8931 0.8931 --
835 1,780 34.59 0.8870 0.8870 --
845 1,791 34.80 0.8810 0.8810 --
856 1,802 35.01 0.8752 0.8752 --
867 1,813 35.21 0.8695 0.8695 --
877 1,823 35.42 0.8640 0.8640 --
888 1,834 35.63 0.8586 0.8586 --
899 1,845 35.84 0.8533 0.8533 --
909 1,855 36.05 0.8482 0.8482 --
920 1,866 36.25 0.8431 0.8431 --
931 1,877 36.46 0.8382 0.8382 --
942 1,888 36.67 0.8334 0.8334 --
952 1,898 36.88 0.8287 0.8287 --
</TABLE>

<PAGE> 156

ANNEX B
(CONTINUED)

ILLUSTRATION OF CALCULATIONS OF STOCK CONSIDERATION, CASH CONSIDERATION
AND STOCK AMOUNT AT DIFFERENT FINAL BAC STOCK PRICE FIGURES
(AS SUCH TERMS ARE DEFINED IN THE PROXY STATEMENT-PROSPECTUS)
(AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA)
- ------------------------------
FLOOR PRICE: $36.16
CEILING PRICE: $55.84
- ------------------------------
- --------------------------------------------------------------------------------
THIS ILLUSTRATION ASSUMES THAT 51,472,510 SHARES OF CONTINENTAL COMMON STOCK
WILL BE OUTSTANDING AT THE DETERMINATION DATE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CASH STOCK
TOTAL VALUE TO CONTINENTAL CONSIDERATION AMOUNT
---------------------------------------------------------- ADJUSTED -- FINAL ADJUSTED -- FINAL
CASH BAC STOCK BAC STOCK
ASSUMED STOCK CONSIDERATION PRICE ABOVE PRICE ABOVE
FINAL VALUE PER PER CEILING PRICE CEILING PRICE BAC
BAC STOCK CONTINENTAL CONTINENTAL OR BELOW OR BELOW STOCK
PRICE CASH STOCK TOTAL SHARE SHARE FLOOR PRICE FLOOR PRICE AMOUNT
- ---------- ---- ----- ----- ----------- ------------- ---------------- ---------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
45.00 946 963 1,909 37.09 37.09 -- 0.000 21.400
45.50 946 974 1,920 37.29 37.29 -- 0.000 21.400
46.00 946 984 1,930 37.50 37.50 -- 0.000 21.400
46.50 946 995 1,941 37.71 37.71 -- 0.000 21.400
47.00 946 1,006 1,952 37.92 37.92 -- 0.000 21.400
47.50 946 1,016 1,962 38.13 38.13 -- 0.000 21.400
48.00 946 1,027 1,973 38.33 38.33 -- 0.000 21.400
48.50 946 1,038 1,984 38.54 38.54 -- 0.000 21.400
49.00 946 1,049 1,995 38.75 38.75 -- 0.000 21.400
49.50 946 1,059 2,005 38.96 38.96 -- 0.000 21.400
50.00 946 1,070 2,016 39.17 39.17 -- 0.000 21.400
50.50 946 1,081 2,027 39.37 39.37 -- 0.000 21.400
51.00 946 1,091 2,037 39.58 39.58 -- 0.000 21.400
51.50 946 1,102 2,048 39.79 39.79 -- 0.000 21.400
52.00 946 1,113 2,059 40.00 40.00 -- 0.000 21.400
52.50 946 1,123 2,069 40.20 40.20 -- 0.000 21.400
53.00 946 1,134 2,080 40.41 40.41 -- 0.000 21.400
53.50 946 1,145 2,091 40.62 40.62 -- 0.000 21.400
54.00 946 1,156 2,102 40.83 40.83 -- 0.000 21.400
54.50 946 1,166 2,112 41.04 41.04 -- 0.000 21.400
55.00 946 1,177 2,123 41.24 41.24 -- 0.000 21.400
55.50 946 1,188 2,134 41.45 41.45 -- 0.000 21.400
- ------------------------------------------------------------------------------------------------------------------------------
55.84 946 1,195 2,141 41.59 41.59 -- 0.000 21.400
- ------------------------------------------------------------------------------------------------------------------------------
56.00 946 1,198 2,144 41.66 41.66 41.59 (0.062) 21.338
56.50 946 1,209 2,155 41.87 41.87 41.59 (0.250) 21.149
57.00 946 1,220 2,166 42.08 42.08 41.59 (0.436) 20.964
57.50 946 1,230 2,176 42.28 42.28 41.59 (0.618) 20.782
58.00 946 1,241 2,187 42.49 42.49 41.59 (0.797) 20.602
58.50 946 1,252 2,198 42.70 42.70 41.59 (0.973) 20.426
59.00 946 1,263 2,209 42.91 42.91 41.59 (1.147) 20.253
59.50 946 1,273 2,219 43.12 43.12 41.59 (1.317) 20.083
60.00 946 1,284 2,230 43.32 43.32 41.59 (1.484) 19.916

<CAPTION>
IMPLIED EXCHANGE RATIO
(STOCK CONSIDERATION)
--------------------------------------------------------
ASSUMING ASSUMING
ADJUSTMENT ADJUSTMENT IS
IS MADE NOT MADE
ASSUMED -- FINAL -- FINAL FINAL
FINAL ADJUSTED VALUE TO CONTINENTAL BAC STOCK BAC STOCK BAC STOCK
BAC STOCK ------------------------------ PRICE BELOW PRICE BELOW PRICE ABOVE
PRICE STOCK TOTAL PER SHARE FLOOR PRICE FLOOR PRICE CEILING PRICE
- ---------- ----- ----- ---------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
45.00 963 1,909 37.09 0.8241 0.8241 --
45.50 974 1,920 37.29 0.8196 0.8196 --
46.00 984 1,930 37.50 0.8153 0.8153 --
46.50 995 1,941 37.71 0.8110 0.8110 --
47.00 1,006 1,952 37.92 0.8068 0.8068 --
47.50 1,016 1,962 38.13 0.8026 0.8026 --
48.00 1,027 1,973 38.33 0.7986 0.7986 --
48.50 1,038 1,984 38.54 0.7947 0.7947 --
49.00 1,049 1,995 38.75 0.7908 0.7908 --
49.50 1,059 2,005 38.96 0.7870 0.7870 --
50.00 1,070 2,016 39.17 0.7833 0.7833 --
50.50 1,081 2,027 39.37 0.7797 0.7797 --
51.00 1,091 2,037 39.58 0.7761 0.7761 --
51.50 1,102 2,048 39.79 0.7726 0.7726 --
52.00 1,113 2,059 40.00 0.7692 0.7692 --
52.50 1,123 2,069 40.20 0.7658 0.7658 --
53.00 1,134 2,080 40.41 0.7625 0.7625 --
53.50 1,145 2,091 40.62 0.7593 0.7593 --
54.00 1,156 2,102 40.83 0.7561 0.7561 --
54.50 1,166 2,112 41.04 0.7530 0.7530 --
55.00 1,177 2,123 41.24 0.7499 0.7499 --
55.50 1,188 2,134 41.45 0.7469 0.7469 --
- -------------------------------------------------------------------------------------------------------------------------

55.84 1,195 2,141 41.59 0.7449 0.7449 --
- ------------------------------------------------------------------------------------------------------------------------------

56.00 1,195 2,141 41.59 -- -- 0.7427
56.50 1,195 2,141 41.59 -- -- 0.7362
57.00 1,195 2,141 41.59 -- -- 0.7297
57.50 1,195 2,141 41.59 -- -- 0.7234
58.00 1,195 2,141 41.59 -- -- 0.7171
58.50 1,195 2,141 41.59 -- -- 0.7110
59.00 1,195 2,141 41.59 -- -- 0.7050
59.50 1,195 2,141 41.59 -- -- 0.6990
60.00 1,195 2,141 41.59 -- -- 0.6932
</TABLE>
<PAGE> 157

ANNEX C

DELAWARE GENERAL CORPORATION LAW

SECTION 262. APPRAISAL RIGHTS

(a) Any stockholder of a corporation of this State who holds
shares of stock on the date of the making of a demand pursuant to subsection
(d) of this section with respect to such shares, who continuously holds such
shares through the effective date of the merger or consolidation, who has
otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation.

(b) Appraisal rights shall be available for the shares of any
class or series of stock of a constituent corporation in a merger or
consolidation to be effected pursuant to Sections 251, 252, 254, 257, 258,
263 or 264 of this title:

(1) Provided, however, that no appraisal rights under
this section shall be available for the shares of any class or series
of stock which, at the record date fixed to determine the stockholders
entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation,
were either (i) listed on a national securities exchange or designated
as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii)
held of record by more than 2,000 stockholders; and further provided
that no appraisal rights shall be available for any shares of stock of
the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the stockholders of the surviving
corporation as provided in subsection (f) of Section 251 of this
title.

(2) Notwithstanding paragraph (1) of this subsection,
appraisal rights under this section shall be available for the shares
of any class or series of stock of a constituent corporation if the
holders thereof are required by the terms of an agreement of merger or
consolidation pursuant to Sections 251, 252, 254, 257, 258, 263 and
264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or
resulting from such merger or consolidation;

b. Shares of stock of any other corporation which at the
effective date of the merger or consolidation will be
either listed on a national securities exchange or
designated as a national market system security on an
interdealer quotation system by the National
Association of Securities Dealers, Inc. or held of
record by more than 2,000 stockholders;

c. Cash in lieu of fractional shares of the corporations
described in the foregoing subparagraphs a. and b. of
this paragraph; or

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d. Any combination of the shares of stock and cash in
lieu of fractional shares described in the foregoing
subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary
Delaware corporation party to a merger effected under Section 253 of
this title is not owned by the parent corporation immediately prior
to the merger, appraisal rights shall be available for the shares of
the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be available for
the shares of any class or series of its stock as a result of an amendment to
its certificate of incorporation, any merger or consolidation in which the
corporation is a constituent corporation or the sale of all or substantially
all of the assets of the corporation. If the certificate of incorporation
contains such a provision, the procedures of this section, including those set
forth in subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which
appraisal rights are provided under this section is to be submitted
for approval at a meeting of stockholders, the corporation, not less
than 20 days prior to the meeting, shall notify each of its
stockholders who was such on the record date for such meeting with
respect to shares for which appraisal rights are available pursuant to
subsection (b) or (c) hereof that appraisal rights are available for
any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or
consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of
the identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of his shares. A proxy or vote
against the merger or consolidation shall not constitute such a
demand. A stockholder electing to take such action must do so by a
separate written demand as herein provided. Within 10 days after the
effective date of such merger or consolidation, the surviving or
resulting corporation shall notify each stockholder of each
constituent corporation who has complied with this subsection and has
not voted in favor of or consented to the merger or consolidation of
the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant
to Section 228 or 253 of this title, the surviving or resulting
corporation, either before the effective date of the merger or
consolidation or within 10 days thereafter, shall notify each of the
stockholders entitled to appraisal rights of the effective date of the
merger or consolidation and that appraisal rights are available for
any or all of the shares of the constituent corporation, and shall
include in such notice a copy of this section. The notice shall be
sent by certified or registered mail, return receipt requested,
addressed to the stockholder at his address as it appears on the
records of the corporation. Any stockholder entitled to appraisal
rights may, within 20 days after the date of mailing of the notice,
demand in writing from the surviving or resulting corporation the
appraisal of his shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand the appraisal of
his shares.

(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who
has complied with subsections (a) and (d) hereof and who is otherwise entitled
to appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.

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Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the requirements
of subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10
days after his written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

(f) Upon the filing of any such petition by a stockholder, service
of a copy thereof shall be made upon the surviving or resulting corporation,
which shall within 20 days after such service file in the office of the
Register in Chancery in which the petition was filed a duly verified list
containing the names and addresses of all stockholders who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition
shall be accompanied by such a duly verified list. The Register in Chancery,
if so ordered by the Court, shall give notice of the time and place fixed for
the hearing of such petition by registered or certified mail to the surviving
or resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.

(h) After determining the stockholders entitled to an appraisal,
the Court shall appraise the shares, determining their fair value exclusive of
any element of value arising from the accomplishment or expectation of the
merger or consolidation, together with a fair rate of interest, if any, to be
paid upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court may,
in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to appraisal
rights under this section.

(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or resulting
corporation to the stockholders entitled thereto. Interest may be simple or
compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree
may be enforced as other decrees in the

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Court of Chancery may be enforced, whether such surviving or resulting
corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal rights as provided
in subsection (d) of this section shall be entitled to vote such stock for any
purpose or to receive payment of dividends or other distributions on the stock
(except dividends or other distributions payable to stockholders of record at a
date which is prior to the effective date of the merger or consolidation);
provided, however, that if no petition for an appraisal shall be filed within
the time provided in subsection (e) of this section, or if such stockholder
shall deliver to the surviving or resulting corporation a written withdrawal of
his demand for an appraisal and an acceptance of the merger or consolidation,
either within 60 days after the effective date of the merger or consolidation
as provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the
Court of Chancery shall be dismissed as to any stockholder without the approval
of the Court, and such approval may be conditioned upon such terms as the Court
deems just.

(l) The shares of the surviving or resulting corporation to which
the shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.

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ANNEX D

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, dated January 27, 1994, between BANKAMERICA
CORPORATION, a Delaware corporation ("Grantee"), and CONTINENTAL BANK
CORPORATION, a Delaware corporation ("Issuer").

W I T N E S S E T H:

WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of
Merger of even date herewith (the "Merger Agreement"), which agreement has been
executed by the parties hereto immediately prior to this Agreement; and

WHEREAS, as a condition to Grantee's entering into the Merger
Agreement and in consideration therefor, Issuer has agreed to grant Grantee the
Option (as hereinafter defined):

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:

1. (a) Issuer hereby grants to Grantee an unconditional,
irrevocable option (the "Option") to purchase, subject to the terms hereof, up
to 10,169,000 fully paid and nonassessable shares of Issuer's Common Stock, par
value $4 per share ("Common Stock"), at a price of $37.50 per share; provided,
however, that in the event Issuer issues or agrees to issue any shares of
Common Stock (other than as permitted under the Merger Agreement) at a price
less than $37.50 per share (as adjusted pursuant to subsection (b) of Section
5), such price shall be equal to such lesser price (such price, as adjusted if
applicable, the "Option Price"); provided further that in no event shall the
number of shares for which this Option is exercisable exceed 19.9% of the
Issuer's issued and outstanding common shares. The number of shares of Common
Stock that may be received upon the exercise of the Option and the Option Price
are subject to adjustment as herein set forth.

(b) In the event that any additional shares of Common Stock are
issued or otherwise become outstanding after the date hereof (or any treasury
shares held by Issuer have been or are sold after January 26, 1994) (other than
pursuant to this Agreement), the number of shares of Common Stock subject to
the Option shall be increased so that, after such issuance, its equals 19.9% of
the number of shares of Common Stock then issued and outstanding without giving
effect to any shares subject to or issued pursuant to the Option. Nothing
contained in this Section 1(b) or elsewhere in this Agreement shall be deemed
to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

2. (a) The Holder (as hereinafter defined) may exercise the
Option, in whole or part, and from time to time, if, but only if, both an
Initial Triggering Event (as hereinafter defined) and a Subsequent Triggering
Event (as hereinafter defined) shall have occurred prior to the occurrence of
an Exercise Termination Event (as hereinafter defined), provided that the
Holder shall have sent the written notice of such exercise (as provided in
subsection (e) of this Section 2) within 30 days following such Subsequent
Triggering Event. Each of the following shall be an Exercise Termination
Event: (i) the Effective Time of the Merger; (ii) termination of the Merger
Agreement in accordance with the provisions thereof if such termination occurs
prior to the occurrence of an Initial Triggering Event; or (iii) the passage of
12 months after termination of the Merger Agreement if such termination follows
the occurrence of an Initial Triggering Event (provided that if an Initial
Triggering Event continues or occurs beyond such termination, the Exercise
Termination Event shall be 12 months from the expiration of the Last Triggering
Event but in no event more than 18 months after such termination). The "Last
Triggering Event" shall mean the last Initial Triggering Event to occur. The
term "Holder" shall mean the holder or holders of the Option.

(b) The term "Initial Triggering Event" shall mean any of the
following events or transactions occurring after the date hereof:

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(i) Issuer or any of its Subsidiaries (each an "Issuer
Subsidiary"), without having received Grantee's prior written consent,
shall have entered into an agreement to engage in an Acquisition
Transaction (as hereinafter defined) with any person (the term
"person" for purposes of this Agreement having the meaning assigned
thereto in Sections 3(a)(9) and 13(d)(3) of the Exchange Act, and the
rules and regulations thereunder) other than Grantee or any of its
Subsidiaries (each a "Grantee Subsidiary") or the Board of Directors
of Issuer shall have recommended that the stockholders of Issuer
approve or accept any Acquisition Transaction other than as
contemplated by the Merger Agreement. For purposes of this Agreement,
"Acquisition Transaction" shall mean (x) a merger or consolidation, or
any similar transaction, involving Issuer or any Significant
Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated by
the SEC) of Issuer, (y) a purchase, lease or other acquisition
representing 15% or more of the consolidated assets of Issuer and its
Subsidiaries, or (z) a purchase or other acquisition (including by way
of merger, consolidation, share exchange or otherwise) of securities
representing 10% or more of the voting power of Issuer or any
Significant Subsidiary of Issuer;

(ii) Issuer or any Issuer Subsidiary, without having
received Grantee's prior written consent, shall have authorized,
recommended, proposed or publicly announced its intention to
authorize, recommend or propose, an agreement to engage in an
Acquisition Transaction with any person other than Grantee or a
Grantee Subsidiary, or the Board of Directors of Issuer shall have
publicly withdrawn or modified, or publicly announced its interest to
withdraw or modify, its recommendation that the stockholders of Issuer
approve the transactions contemplated by the Merger Agreement;

(iii) Any person other than Grantee, any Grantee Subsidiary
or any Issuer Subsidiary acting in a fiduciary capacity shall have
acquired beneficial ownership or the right to acquire beneficial
ownership of 10% or more of the outstanding shares of Common Stock
(the term "beneficial ownership" for purposes of this Agreement having
the meaning assigned thereto in Section 13(d) of the Exchange Act, and
the rules and regulations thereunder);

(iv) Any person other than Grantee or any Grantee
Subsidiary shall have made a bona fide proposal to Issuer or its
stockholders by public announcement or written communication that is
or becomes the subject of public disclosure to engage in an
Acquisition Transaction;

(v) After a proposal is made by a third party to Issuer
or its stockholders to engage in an Acquisition Transaction, Issuer
shall have breached any covenant or obligation contained in the Merger
Agreement and such breach (x) would entitle Grantee to terminate the
Merger Agreement and (y) shall not have been cured prior to the Notice
Date (as defined below); or

(vi) Any person other than Grantee or any Grantee
Subsidiary, other than in connection with a transaction to which
Grantee has given its prior written consent, shall have filed an
application or notice with the Federal Reserve Board, or other federal
or state bank regulatory authority, which application or notice has
been accepted for processing, for approval to engage in an Acquisition
Transaction.

(c) The term "Subsequent Triggering Event" shall mean either of
the following events or transactions occurring after the date hereof:

(i) The acquisition by any person of beneficial ownership
of 20% or more of the then outstanding Common Stock; or

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(ii) The occurrence of the Initial Triggering Event
described in clause (i) of subsection (b) of this Section 2, except
that the percentage referred to in clause (z) shall be 20%.

(d) Issuer shall notify Grantee promptly in writing of the
occurrence of any Initial Triggering Event or Subsequent Triggering Event
(together, a "Triggering Event"), it being understood that the giving of such
notice by Issuer shall not be a condition to the right of the Holder to
exercise the Option.

(e) In the event the Holder is entitled to and wishes to exercise
the Option, it shall send to Issuer a written notice (the date of which being
herein referred to as the "Notice Date") specifying (i) the total number of
shares it will purchase pursuant to such exercise and (ii) a place and date not
earlier than three business days nor later than 60 business days from the
Notice Date for the closing of such purchase (the "Closing Date"); provided,
that if the closing of the purchase and sale pursuant to the Option (the
"Closing") cannot be consummated by reason of any applicable judgment, decree,
order, law or regulation, the period of time that otherwise would run pursuant
to this sentence shall run instead from the date on which such restriction on
consummation has expired or been terminated; and provided further, without
limiting the foregoing, that if prior notification to or approval of the
Federal Reserve Board or any other regulatory agency is required in connection
with such purchase, the Holder shall promptly file the required notice or
application for approval and shall expeditiously process the same and the
period of time that otherwise would run pursuant to this sentence shall run
instead from the date on which any required notification periods have expired
or been terminated or such approvals have been obtained and any requisite
waiting period or periods shall have passed. Any exercise of the Option shall
be deemed to occur on the Notice Date relating thereto. Notwithstanding this
subsection (e), in no event shall any Closing Date be more than 18 months after
the related Notice Date, and if the Closing Date shall not have occurred within
18 months after the related Notice Date due to the failure to obtain any such
required approval, the exercise of the Option effected on the Notice Date shall
be deemed to have expired. In the event (i) Grantee receives official notice
that an approval of the Federal Reserve Board or any other regulatory authority
required for the purchase of Option Shares (as hereinafter defined) would not
be issued or granted, (ii) a Closing Date shall not have occurred within 18
months after the related Notice Date due to the failure to obtain any such
required approval or (iii) Holder (or Substitute Holder) shall have the right
pursuant to the last sentence of Section 7 (or Section 9) to exercise the
Option (or Substitute Option), Grantee shall nevertheless be entitled to
exercise its right as set forth in Section 7 and Grantee or Holder (or
Substitute Holder) shall be entitled to exercise the Option (or Substitute
Option) in connection with the resale of Issuer Common Stock or other
securities pursuant to a registration statement as provided in Section 6.

(f) At the Closing referred to in subsection (e) of this Section
2, the Holder shall pay to Issuer the aggregate purchase price for the shares
of Common Stock purchased pursuant to the exercise of the Option in immediately
available funds by wire transfer to a bank account designated by Issuer,
provided that failure or refusal of Issuer to designate such a bank account
shall not preclude the Holder from exercising the Option.

(g) At such Closing, simultaneously with the delivery of
immediately available funds as provided in subsection (f) of this Section 2,
Issuer shall deliver to the Holder a certificate or certificates representing
the number of shares of Common Stock purchased by the Holder and, if the Option
should be exercised in part only, a new Option evidencing the rights of the
Holder thereof to purchase the balance of the shares purchasable hereunder, and
the Holder shall deliver to Issuer a copy of this Agreement and a letter
agreeing that the Holder will not offer to sell or otherwise dispose of such
shares in violation of applicable law or the provisions of this Agreement. If
at the time of issuance of any Option Shares pursuant to an exercise of all or
part of the Option hereunder, Issuer shall not have redeemed the Rights (as
defined in the Stockholders' Rights Plan adopted by Issuer on July 22, 1991, as
amended (the "Rights Agreement")), or shall have issued any similar securities,
then each Option Share issued pursuant to such exercise shall also represent
rights or new rights with terms substantially the same as and

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<PAGE> 164
at least as favorable to Grantee as are provided under the Rights Agreement or
any similar agreement then in effect.

(h) Certificates for Common Stock delivered at a closing hereunder
may be endorsed with a restrictive legend that shall read substantially as
follows:

"The transfer of the shares represented by this certificate is subject
to certain provisions of an agreement between the registered holder
hereof and Issuer and to resale restrictions arising under the
Securities Act of 1933, as amended. A copy of such agreement is on
file at the principal office of Issuer and will be provided to the
holder hereof without charge upon receipt by Issuer of a written
request therefor."

It is understood and agreed that: (i) the reference to the resale restrictions
of the Securities Act in the above legend shall be removed by delivery of
substitute certificate(s) without such reference if the Holder shall have
delivered to Issuer a copy of a letter from the staff of the SEC, or an opinion
of counsel, in form and substance reasonably satisfactory to Issuer, to the
effect that such legend is not required for purposes of the Securities Act;
(ii) the reference to the provisions of this Agreement in the above legend
shall be removed by delivery of substitute certificate(s) without such
reference if the shares have been sold or transferred in compliance with the
provisions of this Agreement and under circumstances that do not require the
retention of such reference; and (iii) the legend shall be removed in its
entirety if the conditions in the preceding clauses (i) and (ii) are both
satisfied. In addition, such certificates shall bear any other legend as may
be required by law.

(i) Upon the giving by the Holder to Issuer of the written notice
of exercise of the Option provided for under subsection (e) of this Section 2
and the tender of the applicable purchase price in immediately available funds,
the Holder shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer
books of Issuer shall then be closed or that certificates representing such
shares of Common Stock shall not then be actually delivered to the Holder or
the Issuer shall have failed or refused to designate the bank account described
in subsection (f) of this Section 2. Issuer shall pay all expenses, and any
and all United States federal, state and local taxes and other charges that may
be payable in connection with the preparation, issuance and delivery of stock
certificates under this Section 2 in the name of the Holder or its assignee,
transferee or designee.

3. Issuer agrees: (i) that it shall at all times maintain, free
from preemptive rights, sufficient authorized but unissued or treasury shares
of Common Stock (and other securities issuable pursuant to Section 5(a)) so
that the Option may be exercised without additional authorization of Common
Stock (or such other securities) after giving effect to all other options,
warrants, convertible securities and other rights to purchase Common Stock (or
such other securities); (ii) that it will not, by charter amendment or through
reorganization, consolidation, merger, dissolution or sale of assets, or by any
other voluntary act, avoid or seek to avoid the observance or performance of
any of the covenants, stipulations or conditions to be observed or performed
hereunder by Issuer; (iii) promptly to take all action as may from time to time
be required (including (x) complying with all premerger notification, reporting
and waiting period requirements specified in 15 U.S.C. Section 18a and
regulations promulgated thereunder and (y) in the event, under the Bank Holding
Company Act of 1956, as amended ("BHCA"), or the Change in Bank Control Act of
1978, as amended, or any state banking law, prior approval of or notice to the
Federal Reserve Board or to any state regulatory authority is necessary before
the Option may be exercised, cooperating fully with the Holder in preparing
such applications or notices and providing such information to the Federal
Reserve Board or such state regulatory authority as they may require) in order
to permit the Holder to exercise the Option and the Issuer duly and effectively
to issue shares of Common Stock pursuant hereto; and (iv) promptly to take all
action provided herein to protect the rights of the Holder against dilution.

4. This Agreement (and the Option granted hereby) are
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender of this Agreement at the

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principal office of Issuer, for other Agreements providing for Options of
different denominations entitling the holder thereof to purchase, on the same
terms and subject to the same conditions as are set forth herein, in the
aggregate the same number of shares of Common Stock purchasable hereunder. The
terms "Agreement" and "Option" as used herein include any Stock Option
Agreements and related Options for which this Agreement (and the Option granted
hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of
like tenor and date. Any such new Agreement executed and delivered shall
constitute an additional contractual obligation on the part of Issuer, whether
or not the Agreement so lost, stolen, destroyed or mutilated shall at any time
be enforceable by anyone.

5. In addition to the adjustment in the number of shares of
Common Stock that are purchasable upon exercise of the Option pursuant to
Section 1 of this Agreement, the number of shares of Common Stock purchasable
upon the exercise of the Option shall be subject to adjustment from time to
time as provided in this Section 5.

(a) In the event of any change in Common Stock by reason
of stock dividends, split-ups, mergers, recapitalizations,
combinations, subdivisions, conversions, exchanges of shares or the
like, the type and number of shares of Common Stock purchasable upon
exercise hereof shall be appropriately adjusted so that Grantee shall
receive upon exercise of the Option and payment of the aggregate
Option Price hereunder the number and class of shares or other
securities or property that Grantee would have received in respect of
Common Stock if the Option had been exercised in full immediately
prior to such event, or the record date therefor, as applicable.

(b) Whenever the number of shares of Common Stock
purchasable upon exercise hereof is adjusted as provided in this
Section 5, the Option Price shall be adjusted by multiplying the
Option Price by a fraction, the numerator of which shall be equal to
the number of shares of Common Stock purchasable prior to the
adjustment and the denominator of which shall be equal to the number
of shares of Common Stock purchasable after the adjustment.

6. Upon the occurrence of a Subsequent Triggering Event that
occurs prior to an Exercise Termination Event (or as otherwise provided in the
last sentence of Section 2(e)), Issuer shall, at the request of Grantee
delivered within 30 days after such Subsequent Triggering Event (or such
trigger date as is provided in the last sentence of Section 2(e)) (whether on
its own behalf or on behalf of any subsequent holder of this Option (or part
thereof) or any of the shares of Common Stock issued pursuant hereto), promptly
prepare, file and keep current a shelf registration statement under the
Securities Act covering any shares issued and issuable pursuant to this Option
and shall use its best efforts to cause such registration statement to become
effective and remain current in order to permit the sale or other disposition
of any shares of Common Stock issued upon total or partial exercise of this
Option ("Option Shares") in accordance with any plan of disposition requested
by Grantee. Issuer will use its best efforts to cause such registration
statement first to become effective and then to remain effective for such
period not in excess of 180 days from the day such registration statement first
becomes effective or such shorter time as may be reasonably necessary to effect
such sales or other dispositions. Grantee for a period of 18 months following
such first request shall have the right to demand a second such registration if
reasonably necessary to effect such sales or dispositions. The foregoing
notwithstanding, if, at the time of any request by Grantee for registration of
Option Shares as provided above, Issuer is in registration with respect to an
underwritten public offering of shares of Common Stock, and if in the good
faith judgment of the managing underwriter or managing underwriters, or, if
none, the sole underwriter or underwriters, of such offering the inclusion of
the Holder's Option or Option Shares would interfere with the successful
marketing of the shares of Common Stock offered by Issuer, the number of Option
Shares otherwise to be covered in the registration statement contemplated
hereby may be reduced; and provided, however, that after any such required
reduction the number of Option

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Shares to be included in such offering for the account of the Holder shall
constitute at least 25% of the total number of shares to be sold by the Holder
and Issuer in the aggregate; and provided further, however, that if such
reduction occurs, then the Issuer shall file a registration statement for the
balance as promptly as practical and no reduction shall thereafter occur (and
such registration shall not be charged against the Holder). Each such Holder
shall provide all information reasonably requested by Issuer for inclusion in
any registration statement to be filed hereunder. If requested by any such
Holder in connection with such registration, Issuer shall become a party to any
underwriting agreement relating to the sale of such shares, but only to the
extent of obligating itself in respect of representations, warranties,
indemnities and other agreements customarily included in such underwriting
agreements for the Issuer. Upon receiving any request under this Section 6
from any Holder, Issuer agrees to send a copy thereof to any other person known
to Issuer to be entitled to registration rights under this Section 6, in each
case by promptly mailing the same, postage prepaid, to the address of record of
the persons entitled to receive such copies.

7. (a) Upon the occurrence of a Subsequent Triggering Event
that occurs prior to an Exercise Termination Event, (i) at the request of the
Holder, delivered within 30 days after such occurrence (or such later period as
provided in Section 10 or the last sentence of Section 2(e)), Issuer (or any
successor thereto) shall repurchase the Option from the Holder at a price (the
"Option Repurchase Price") equal to (x) the amount by which (A) the
market/offer price (as defined below) exceeds (B) the Option Price, multiplied
by the number of shares for which this Option may then be exercised plus (y)
Grantee's Out-of-Pocket Expenses (as defined below) (to the extent not
previously reimbursed) and (ii) at the request of the owner of Option Shares
from time to time (the "Owner"), delivered within 30 days after such occurrence
(or such later period as provided in Section 10), Issuer shall repurchase such
number of the Option Shares from the Owner as the Owner shall designate at a
price (the "Option Share Repurchase Price") equal to (x) the market/offer price
multiplied by the number of Option Shares so designated plus (y) Grantee's
Out-of-Pocket Expenses (to the extent not previously reimbursed). The term
"Out-of-Pocket Expenses" shall mean Grantee's reasonable out-of-pocket expenses
incurred in connection with the transactions contemplated by the Merger
Agreement, including, without limitation, legal, accounting and investment
banking fees. The term "market/offer price" shall mean the highest of (i) the
highest price per share of Common Stock at which a tender offer or exchange
offer therefor has been made, (ii) the price per share of Common Stock to be
paid by any third party pursuant to an agreement with Issuer, (iii) the highest
closing price for shares of Common Stock quoted in the New York Stock Exchange
(or if Common Stock is not quoted in the New York Stock Exchange, the highest
bid price per share as quoted on the National Association of Securities Dealers
Automated Quotation Systems, or, if the shares of Common Stock are not quoted
thereon, on the principal trading market on which such shares are traded as
reported by a recognized source) within the six-month period immediately
preceding the date the Holder gives notice of the required repurchase of Option
Shares, as the case may be, or (iv) in the event of a sale of assets
representing 15% or more of the consolidated assets of Issuer and its
Subsidiaries, the sum of the price paid in such sale for such assets and the
current market value of the remaining assets of Issuer as determined by a
nationally recognized investment banking firm selected by the Holder or the
Owner, as the case may be, divided by the number of shares of Common Stock of
Issuer outstanding at the time of such sale. In determining the market/offer
price, the value of consideration other than cash shall be determined by a
nationally recognized investment banking firm selected by the Holder or Owner,
as the case may be.

(b) The Holder and the Owner, as the case may be, may exercise its
right to require Issuer to repurchase the Option and any Option Shares pursuant
to this Section 7 by surrendering for such purpose to Issuer, at its principal
office, a copy of this Agreement or certificates for Option Shares, as
applicable, accompanied by a written notice or notices stating that the Holder
or the Owner, as the case may be, elects to require Issuer to repurchase this
Option and/or the Option Shares in accordance with the provisions of this
Section 7. As promptly as practicable, and in any event within five business
days after the surrender of the Option and/or certificates representing Option
Shares and the receipt of such notice or notices relating thereto, Issuer shall
deliver or cause to be delivered to the Holder the Option Repurchase Price
and/or to the Owner the Option Share Repurchase Price therefor or the

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portion thereof that Issuer is not then prohibited under applicable law and
regulation from so delivering.

(c) To the extent that Issuer is prohibited under applicable law
or regulation, or as a consequence of administrative policy, from repurchasing
the Option and/or the Option Shares in full, Issuer shall immediately so notify
the Holder and/or the Owner and thereafter deliver or cause to be delivered,
from time to time, to the Holder and/or the Owner, as appropriate, the portion
of the Option Repurchase Price and the Option Share Repurchase Price,
respectively, that it is no longer prohibited from delivering, within five
business days after the date on which Issuer is no longer so prohibited;
provided, however, that if Issuer at any time after delivery of a notice of
repurchase pursuant to paragraph (b) of this Section 7 is prohibited under
applicable law or regulation, or as a consequence of administrative policy,
from delivering to the Holder and/or the Owner, as appropriate, the Option
Repurchase Price and the Option Share Repurchase Price, respectively, in full
(and Issuer hereby undertakes to use its best efforts to obtain all required
regulatory and legal approvals and to file any required notices as promptly as
practicable in order to accomplish such repurchase), the Holder or Owner may
revoke its notice of repurchase of the Option or the Option Shares either in
whole or to the extent of the prohibition, whereupon, in the latter case,
Issuer shall promptly (i) deliver to the Holder and/or the Owner, as
appropriate, that portion of the Option Repurchase Price or the Option Share
Repurchase Price that Issuer is not prohibited from delivering; and (ii)
deliver, as appropriate, either (A) to the Holder, a new Stock Option Agreement
evidencing the right of the Holder to purchase that number of shares of Common
Stock obtained by multiplying the number of shares of Common Stock for which
the surrendered Stock Option Agreement was exercisable at the time of delivery
of the notice of repurchase by a fraction, the numerator of which is the Option
Repurchase Price less the portion thereof theretofore delivered to the Holder
and the denominator of which is the Option Repurchase Price, or (B) to the
Owner, a certificate for the Option Shares it is then so prohibited from
repurchasing. If an Exercise Termination Event shall have occurred prior to
the date of the notice by Issuer described in the first sentence of this
subsection (c), or shall be scheduled to occur at any time before the
expiration of a period ending on the thirtieth day after such date, the Holder
shall nonetheless have the right to exercise the Option until the expiration of
such 30 day period.

8. (a) In the event that prior to an Exercise Termination Event,
Issuer shall enter into an agreement (i) to consolidate with or merge into any
person, other than Grantee or one of its Subsidiaries, and shall not be the
continuing or surviving corporation of such consolidation or merger, (ii) to
permit any person, other than Grantee or one of its Subsidiaries, to merge into
Issuer and Issuer shall be the continuing or surviving corporation, but, in
connection with such merger, the then outstanding shares of Common Stock shall
be changed into or exchanged for stock or other securities of any other person
or cash or any other property or the then outstanding shares of Common Stock
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the merged company, or (iii) to sell or otherwise transfer
all or substantially all of its assets to any person, other than Grantee or one
of its Subsidiaries, then, and in each such case, the agreement governing such
transaction shall make proper provision so that the Option shall, upon the
consummation of any such transaction and upon the terms and conditions set
forth herein, be converted into, or exchanged for, an option (the "Substitute
Option"), at the election of the Holder, of either (x) the Acquiring
Corporation (as hereinafter defined) or (y) any person that controls the
Acquiring Corporation.

(b) The following terms have the meanings indicated:

(1) "Acquiring Corporation" shall mean (i) the continuing
or surviving corporation of a consolidation or merger with Issuer (if
other than Issuer), (ii) Issuer in a merger in which Issuer is the
continuing or surviving person, and (iii) the transferee of all or
substantially all of Issuer's assets.

(2) "Substitute Common Stock" shall mean the common stock
issued by the issuer of the Substitute Option upon exercise of the
Substitute Option.

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(3) "Assigned Value" shall mean the market/offer price,
as defined in Section 7.

(4) "Average Price" shall mean the average closing price
of a share of the Substitute Common Stock for the one year immediately
preceding the consolidation, merger or sale in question, but in no
event higher than the closing price of the shares of Substitute Common
Stock on the day preceding such consolidation, merger or sale;provided
that if Issuer is the issuer of the Substitute Option, the Average
Price shall be computed with respect to a share of common stock issued
by the person merging into Issuer or by any company which controls or
is controlled by such person, as the Holder may elect.

(c) The Substitute Option shall have the same terms as the Option,
provided, that if the terms of the Substitute Option cannot, for legal reasons,
be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to the Holder. The issuer of the Substitute Option
shall also enter into an agreement with the then Holder or Holders of the
Substitute Option in substantially the same form as this Agreement (after
giving effect for such purpose to the provisions of Section 9), which agreement
shall be applicable to the Substitute Option.

(d) The Substitute Option shall be exercisable for such number of
shares of Substitute Common Stock as is equal to the Assigned Value multiplied
by the number of shares of Common Stock for which the Option is then
exercisable, divided by the Average Price. The exercise price of the
Substitute Option per share of Substitute Common Stock shall then be equal to
the Option Price multiplied by a fraction, the numerator of which shall be the
number of shares of Common Stock for which the Option is then exercisable and
the denominator of which shall be the number of shares of Substitute Common
Stock for which the Substitute Option is exercisable.

(e) In no event, pursuant to any of the foregoing paragraphs,
shall the Substitute Option be exercisable for more than 19.9% of the shares of
Substitute Common Stock outstanding prior to exercise of the Substitute Option.
In the event that the Substitute Option would be exercisable for more than
19.9% of the shares of Substitute Common Stock outstanding prior to exercise
but for this clause (e), the issuer of the Substitute Option (the "Substitute
Option Issuer") shall make a cash payment to Holder equal to the excess of (i)
the value of the Substitute Option without giving effect to the limitation in
this clause (e) over (ii) the value of the Substitute Option after giving
effect to the limitation in this clause (e). This difference in value shall be
determined by a nationally recognized investment banking firm selected by the
Holder.

(f) Issuer shall not enter into any transaction described in
subsection (a) of this Section 8 unless the Acquiring Corporation and any
person that controls the Acquiring Corporation assume in writing all the
obligations of Issuer hereunder.

9. (a) At the request of the holder of the Substitute Option
(the Substitute Option Holder"), the issuer of the Substitute Option (the
"Substitute Option Issuer") shall repurchase the Substitute Option from the
Substitute Option Holder at a price (the "Substitute Option Repurchase Price")
equal to (x) the amount by which (i) the Highest Closing Price (as hereinafter
defined) exceeds (ii) the exercise price of the Substitute Option, multiplied
by the number of shares of Substitute Common Stock for which the Substitute
Option may then be exercised plus (y) Grantee's Out-of-Pocket Expenses (to the
extent not previously reimbursed), and at the request of the owner (the
"Substitute Share Owner") of shares of Substitute Common Stock (the "Substitute
Shares"), the Substitute Option Issuer shall repurchase the Substitute Shares
at a price (the "Substitute Share Repurchase Price") equal to (x) the Highest
Closing Price multiplied by the number of Substitute Shares so designated plus
(y) Grantee's Out-of-Pocket Expenses (to the extent not previously reimbursed).
The term "Highest Closing Price" shall mean the highest closing price for
shares of Substitute Common Stock within the six-month period immediately
preceding the date the Substitute Option Holder gives notice of the required

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repurchase of the Substitute Option or the Substitute Share Owner gives notice
of the required repurchase of the Substitute Shares, as applicable.

(b) The Substitute Option Holder and the Substitute Share Owner,
as the case may be, may exercise its respective right to require the Substitute
Option Issuer to repurchase the Substitute Option and the Substitute Shares
pursuant to this Section 9 by surrendering for such purpose to the Substitute
Option Issuer, at its principal office, the agreement for such Substitute
Option (or, in the absence of such an agreement, a copy of this Agreement) and
certificates for Substitute Shares accompanied by a written notice or notices
stating that the Substitute Option Holder or the Substitute Share Owner, as the
case may be, elects to require the Substitute Option Issuer to repurchase the
Substitute Option and/or the Substitute Shares in accordance with the provision
of this Section 9. As promptly as practicable, and in any event within five
business days after the surrender of the Substitute Option and/or certificates
representing Substitute Shares and the receipt of such notice or notices
relating thereto, the Substitute Option Issuer shall deliver or cause to be
delivered to the Substitute Option Holder the Substitute Option Repurchase
Price and/or to the Substitute Share Owner the Substitute Share Repurchase
Price therefor or the portion thereof which the Substitute Option Issuer is not
then prohibited under applicable law and regulation from so delivering.

(c) To the extent that the Substitute Option Issuer is prohibited
under applicable law or regulation, or as a consequence of administrative
policy, from repurchasing the Substitute Option and/or the Substitute Shares in
part or in full, the Substitute Option Issuer shall immediately so notify the
Substitute Option Holder and/or the Substitute Share Owner and thereafter
deliver or cause to be delivered, from time to time, to the Substitute Option
Holder and/or the Substitute Share Owner, as appropriate, the portion of the
Substitute Share Repurchase Price, respectively, which it is no longer
prohibited from delivering, within five business days after the date on which
the Substitute Option Issuer is no longer so prohibited; provided, however,
that if the Substitute Option Issuer is at any time after delivery of a notice
of repurchase pursuant to subsection (b) of this Section 9 prohibited under
applicable law or regulation, or as a consequence of administrative policy,
from delivering to the Substitute Option Holder and/or the Substitute Share
Owner, as appropriate, the Substitute Option Repurchase Price and the
Substitute Share Repurchase Price, respectively, in full (and the Substitute
Option Issuer shall use its best efforts to receive all required regulatory and
legal approvals as promptly as practicable in order to accomplish such
repurchase), the Substitute Option Holder or Substitute Share Owner may revoke
its notice of repurchase of the Substitute Option or the Substitute Shares
either in whole or to the extent of the prohibition, whereupon, in the latter
case, the Substitute Option Issuer shall promptly (i) deliver to the Substitute
Option Holder or Substitute Share Owner, as appropriate, that portion of the
Substitute Option Repurchase Price or the Substitute Share Repurchase Price
that the Substitute Option Issuer is not prohibited from delivering; and (ii)
deliver, as appropriate, either (A) to the Substitute Option Holder, a new
Substitute Option evidencing the right of the Substitute Option Holder to
purchase that number of shares of the Substitute Common Stock obtained by
multiplying the number of shares of the Substitute Common Stock for which the
surrendered Substitute Option was exercisable at the time of delivery of the
notice of repurchase by a fraction, the numerator of which is the Substitute
Option Repurchase Price less the portion thereof theretofore delivered to the
Substitute Option Holder and the denominator of which is the Substitute Option
Repurchase Price, or (B) to the Substitute Share Owner, a certificate for the
Substitute Option Shares it is then so prohibited from repurchasing. If an
Exercise Termination Event shall have occurred prior to the date of the notice
by the Substitute Option Issuer described in the first sentence of this
subsection (c), or shall be scheduled to occur at any time before the
expiration of a period ending on the thirtieth day after such date, the
Substitute Option Holder shall nevertheless have the right to exercise the
Substitute Option until the expiration of such 30 day period.

10. The 30-day period for exercise of certain rights under
Sections 2, 6, 7, 9 and 12 shall be extended: (i) to the extent necessary to
obtain all regulatory approvals for the exercise of such rights, and for the
expiration of all statutory waiting periods; and (ii) to the extent necessary
to avoid liability under Section 16(b) of the Exchange Act by reason of such
exercise.

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11. Issuer hereby represents and warrants to Grantee as follows:

(a) Issuer has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of Issuer and no other corporate proceedings on the part of
Issuer are necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly and validly
executed and delivered by Issuer. This Agreement is the valid and legally
binding obligation of Issuer, enforceable against Issuer in accordance with its
terms.

(b) Issuer has taken all necessary corporate action to authorize
and reserve and to permit it to issue, and at all times from the date hereof
through the termination of this Agreement in accordance with its terms will
have reserved for issuance upon the exercise of the Option, that number of
shares of Common Stock equal to the maximum number of shares of Common Stock at
any time and from time to time issuable hereunder, and all such shares, upon
issuance pursuant hereto, will be duly authorized, validly issued, fully paid,
nonassessable, and will be delivered free and clear of all claims, liens,
encumbrance and security interests and not subject to any preemptive rights.

(c) Issuer has taken all action (including if required redeeming
all of the Rights or amending or terminating the Rights Agreement) so that the
entering into of this Option Agreement, the acquisition of shares of Common
Stock hereunder and the other transactions contemplated hereby do not and will
not result in the grant of any rights to any person under the Rights Agreement
or enable or require the Rights to be exercised, distributed or triggered.

(d) Except as disclosed pursuant to the Merger Agreement, the
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, conflict with, or result in any
Violation pursuant to any provisions of the Certificate of Incorporation or
by-laws of Issuer or any Subsidiary of Issuer or, subject to obtaining any
approvals or consents contemplated hereby, result in any Violation of any loan
or credit agreement, note, mortgage, indenture, lease, Plan or other agreement,
obligation, instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to Issuer
or any Subsidiary of Issuer or their respective properties or assets which
Violation would have a Material Adverse Effect on Issuer.

(e) Issuer reaffirms with respect to this Agreement and the
transactions contemplated hereby the representation and warranty contained in
Section 5.16 of the Merger Agreement.

12. Neither of the parties hereto may assign any of its rights or
obligations under this Option Agreement or the Option created hereunder to any
other person, without the express written consent of the other party, except
that in the event a Subsequent Triggering Event shall have occurred prior to an
Exercise Termination Event, Grantee, subject to the express provisions hereof,
may assign in whole or in part its rights and obligations hereunder within 30
days following such Subsequent Triggering Event (or such later period as
provided in Section 10); provided, however, that until the date 30 days
following the date on which the Federal Reserve Board approves an application
by Grantee under the BHCA to acquire the shares of Common Stock subject to the
Option, Grantee may not assign its rights under the Option except in (i) a
widely dispersed public distribution, (ii) a private placement in which no one
party acquires the right to purchase in excess of 2% of the voting shares of
Issuer, (iii) an assignment to a single party (e.g., a broker or investment
banker) for the purpose of conducting a widely dispersed public distribution on
Grantee's behalf, or (iv) any other manner approved by the Federal Reserve
Board.

13. Each of Grantee and Issuer will use its best efforts to make
all filings with, and to obtain consents of, all third parties and governmental
authorities necessary to the consummation of the transactions contemplated by
this Agreement, including without limitation making application to list the
shares of Common Stock issuable hereunder on the New York

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Stock Exchange upon official notice of issuance and applying to the Federal
Reserve Board under the BHCA for approval to acquire the shares issuable
hereunder, but Grantee shall not be obligated to apply to state banking
authorities for approval to acquire the shares of Common Stock issuable
hereunder until such time, if ever, as it deems appropriate to do so.

14. Notwithstanding anything to the contrary herein, in the event
that the Holder or Owner or any Related Person thereof is a person making
without the prior written consent of Issuer an offer or proposal to engage in
an Acquisition Transaction (other than the transaction contemplated by the
Merger Agreement), then (i) in the case of a Holder or any Related Person
thereof, the Option held by it shall immediately terminate and be of no further
force or effect, and (ii) in the case of an Owner or any Related Person
thereof, the Option Shares held by it shall be immediately repurchasable by
Issuer at the Option Price. A Related Person of a Holder or Owner means any
Affiliate (as defined in Rule 12b-2 of the rules and regulations under the
Exchange Act) of the Holder or Owner and any person that is the beneficial
owner of 20% or more of the voting power of the Holder or Owner, as the case
may be.

15. The parties hereto acknowledge that damages would be an
inadequate remedy for a breach of this Agreement by either party hereto and
that the obligations of the parties hereto shall be enforceable by either party
hereto through injunctive or other equitable relief.

16. If any term, provision, covenant or restriction contained in
this Agreement is held by a court or a federal or state regulatory agency of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions and covenants and restrictions contained in this
Agreement shall remain in full force and effect, and shall in no way be
affected, impaired or invalidated. If for any reason such court or regulatory
agency determines that the Holder or Substitute Option Holder is not permitted
to acquire, or Issuer or Substitute Option Issuer is not permitted to
repurchase pursuant to Section 7 or Section 9, as the case may be, the full
number of shares of Common Stock provided in Section 1(a) hereof (as adjusted
pursuant to Section 1(b) or Section 5 hereof), it is the express intention of
Issuer to allow the Holder to acquire or to require Issuer to repurchase such
lesser number of shares as may be permissible, without any amendment or
modification hereof.

17. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram, telecopy or telex, or by registered or certified
mail (postage prepaid, return receipt requested) at the respective addresses of
the parties set forth in the Merger Agreement.

18. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.

19. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.

20. Except as otherwise expressly provided herein or in the Merger
Agreement, each of the parties hereto shall bear and pay all costs and expenses
incurred by it or on its behalf in connection with the transactions
contemplated hereunder, including fees and expenses of its own financial
consultants, investment bankers, accountants and counsel.

21. Except as otherwise expressly provided herein or in the Merger
Agreement, this Agreement contains the entire agreement between the parties
with respect to the transactions contemplated hereunder and supersedes all
prior arrangements or understandings with respect thereof, written or oral.
The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted
assigns. Nothing in this Agreement, expressed or implied, is intended to
confer upon any party, other than the parties hereto, and their respective
successors except as assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided herein. Any
provision of this Agreement may be waived at any time by the party that is
entitled to the benefits of such provision. This Agreement may not be
modified, amended,

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altered or supplemented except upon the execution and delivery of a written
agreement executed by the parties hereto.

22. In the event of any exercise of the Option by Grantee, Issuer
and Grantee shall execute and deliver all other documents and instruments and
take all other action that may be reasonably necessary in order to consummate
the transactions provided for by such exercise.

23. Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned thereto in the Merger Agreement.

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

BANKAMERICA CORPORATION

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

CONTINENTAL BANK CORPORATION

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

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ANNEX E

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

ADJUSTABLE RATE PREFERRED STOCK, SERIES 1

BANKAMERICA CORPORATION

BankAmerica Corporation, a corporation organized and existing under
the laws of the State of Delaware (herein referred to as the "Corporation"), in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, does hereby CERTIFY:

1. The Certificate of Incorporation, as amended, of the
Corporation fixes the total number of shares of all classes of capital stock
which the Corporation shall have the authority to issue as ____________
(________) shares, of which ____________ (________) shares shall be shares of
Preferred Stock, without par value, and ____________ (________) shares shall be
Common Stock of the par value of $____ per share.

2. The Certificate of Incorporation, as amended, of the
Corporation, expressly grants to the Board of Directors of the Corporation
authority to provide for the issuance of the Preferred Stock in one or more
series, to fix the number of shares in each such series and to fix the
designations and the powers, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or restrictions
thereof, of each such series.

3. Pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation, as amended, of the Corporation
and Delaware law, the Board of Directors, by actions duly taken on January 27,
1994, adopted the following resolution authorizing the issuance of one million
seven hundred eighty-eight thousand (1,788,000) shares of Adjustable Rate
Preferred Stock, Series 1, without par value:

RESOLVED, that an issue of a series of the preferred stock, without
par value, of the Corporation (such preferred stock being herein referred to as
"Preferred Stock," which term shall include any additional shares of preferred
stock of the same class heretofore or hereafter authorized to be issued by the
Corporation), consisting of one million seven hundred eighty-eight thousand
(1,788,000) shares is hereby provided for, and the voting power, designation,
preference and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, are fixed hereby as
follows:

(1) Designation. The designation of the series of Preferred Stock
created by this resolution shall be "Adjustable Rate Preferred Stock, Series
1," without par value (hereinafter called this "Series"), and the number of
shares constituting this Series is one million seven hundred eighty-eight
thousand (1,788,000). Shares of this Series shall have a stated value of $50
per share. The number of authorized shares of this Series may be reduced (but
not below the number of shares then outstanding) by further resolution duly
adopted by the Board of Directors of the Corporation and by the filing of a
certificate pursuant to the provisions of the General Corporation Law of the
State of Delaware stating that such reduction has been so authorized, but the
number of authorized shares of this Series shall not be increased.

(2) Dividend Rate.

(a) For each quarterly dividend period (hereinafter referred
to individually as a "Quarterly Dividend Period" or a "Dividend
Period," and collectively referred to as "Dividend Periods"), which
Quarterly Dividend Periods shall

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commence on January 1, April 1, July 1, and October 1 in each year and
shall end on and include the day next preceding the first day of the
next Quarterly Dividend Period, dividend rates on the shares of this
Series shall be at a rate per annum of the stated value thereof equal
to the Applicable Rate (as defined in paragraph (b) of this Section
(2)) in respect of such Quarterly Dividend Period. Dividends shall be
cumulative from the date of original issue of such shares and shall be
payable, when and as declared by the Board of Directors or by a
committee of said Board duly authorized by said Board to declare such
dividends, on March 31, June 30, September 30 and December 31 of each
year. Each such dividend shall be paid to the holders of record of
shares of this Series as they appear on the stock register of the
Corporation on such record date, not exceeding 40 days preceding the
payment date thereof, as shall be fixed by the Board of Directors or
by a committee of said Board duly authorized to fix such date.
Dividends on account of arrears for any past Dividend Periods may be
declared and paid at any time, without reference to any regular
dividend payment date, to holders of record on such date, not
exceeding 45 days preceding the payment date thereof, as may be fixed
by the Board of Directors or by a committee of said Board duly
authorized to fix such date.

(b) Except as provided below in this paragraph, the
"Applicable Rate" for any Quarterly Dividend Period shall be (1) 1.00%
less than (2) the highest of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Twenty Year Constant Maturity Rate
(each as hereinafter defined) for such Dividend Period. In the event
that the Corporation determines in good faith that for any reason:

(i) any one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Twenty Year Constant Maturity
Rate cannot be determined for any Quarterly Dividend Period,
then the Applicable Rate for such Dividend Period shall be
1.00% less than the higher of whichever two of such Rates can
be so determined;

(ii) only one of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Twenty Year Constant
Maturity Rate can be determined for any Quarterly Dividend
Period, then the Applicable Rate for such Dividend Period
shall be 1.00% less than whichever such Rate can be so
determined; or

(iii) none of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Twenty Year Constant Maturity
Rate can be determined for any Quarterly Dividend Period, then
the Applicable Rate in effect for the preceding Dividend
Period shall be continued for such Dividend Period.

Anything herein to the contrary notwithstanding, the Applicable Rate
for any Quarterly Dividend Period shall in no event be less than 7.50%
per annum or greater than 13.50% per annum.

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In the event that the Federal Reserve Board does not publish
such a weekly per annum secondary market discount rate during such
Calendar Period, then the Treasury Bill Rate for such Dividend Period
shall be the arithmetic average of the two most recent weekly per
annum secondary market discount rates (or the one weekly per annum
secondary market discount rate, if only one such rate shall be
published during the relevant Calendar Period as provided below) for
three-month U.S. Treasury bills, as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a
per annum secondary market discount rate for three-month U.S. Treasury
bills shall not be published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government department or agency
during such Calendar Period, then the Treasury Bill Rate for such
Dividend Period shall be the arithmetic average of the two most recent
weekly per annum secondary market discount rates (or the one weekly
per annum secondary market discount rate, if only one such rate shall
be published during the relevant Calendar Period as provided below)
for all of the U.S. Treasury bills then having maturities of not less
than 80 nor more than 100 days, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board
shall not publish such rates, by any Federal Reserve Bank or by any
U.S. Government department or agency selected by the Corporation. In
the event that the Corporation determines in good faith that for any
reason no such U.S. Treasury bill rates are published as provided
above during such Calendar Period, then the Treasury Bill Rate for
such Dividend Period shall be the arithmetic average of the per annum
secondary market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable non-interest
bearing U.S. Treasury securities with a maturity of not less than 80
nor more than 100 days from the date of each such quotation, as chosen
and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to
the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation. In the event that
the Corporation determines in good faith that for any reason the
Corporation cannot determine the Treasury Bill Rate for any Quarterly
Dividend Period as provided above in this paragraph, the Treasury Bill
Rate for such Dividend Period shall be the arithmetic average of the
per annum secondary market discount rates based upon the closing bids
during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a maturity of not less
than 80 nor more than 100 days, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations
shall not be generally available) to the Corporation by at least three
recognized dealers in U.S. Government securities selected by the
Corporation.

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two most recent weekly per annum average yields to maturity (or the
one weekly average yield to maturity, if only one such yield shall be
published during the relevant Calendar Period as provided below) for
all of the actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) then having maturities of
not less than eight nor more than twelve years, as published during
such Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board shall not publish such yields, by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in good
faith that for any reason the Corporation cannot determine the Ten
Year Constant Maturity Rate for any Quarterly Dividend Period as
provided above in this paragraph, then the Ten Year Constant Maturity
Rate for such Dividend Period shall be the arithmetic average of the
per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities (other than
Special Securities) with a final maturity date not less than eight nor
more than twelve years from the date of each such quotation, as chosen
and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to
the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation.

(e) Except as provided below in this paragraph, the "Twenty
Year Constant Maturity Rate" for each Quarterly Dividend Period shall
be the arithmetic average of the two most recent weekly per annum
Twenty Year Average Yields (or the one weekly per annum Twenty Year
Average Yield, if only one such Yield shall be published during the
relevant Calendar Period as provided below), as published weekly by
the Federal Reserve Board during the Calendar Period immediately prior
to the last ten calendar days of March, June, September or December,
as the case may be, prior to the Quarterly Dividend Period for which
the dividend rate on this Series is being determined. In the event
that the Federal Reserve Board does not publish such a weekly per
annum Twenty Year Average Yield during such Calendar Period, then the
Twenty Year Constant Maturity Rate for such Dividend Period shall be
the arithmetic average of the two most recent weekly per annum Twenty
Year Average Yields (or the one weekly per annum Twenty Year Average
Yield, if only one such Yield shall be published during the relevant
Calendar Period as provided below), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a
per annum Twenty Year Average Yield shall not be published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the
Twenty Year Constant Maturity Rate for such Dividend Period shall be
the arithmetic average of the two most recent weekly per annum average
yields to maturity (or the one weekly average yield to maturity, if
only one such yield shall be published during the relevant Calendar
Period as provided below) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than eighteen nor more
than twenty-two years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board shall not
publish such yields, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation. In the
event that the Corporation determines in good faith that for any
reason the Corporation cannot determine the Twenty Year Constant
Maturity Rate for any Quarterly Dividend Period as provided above in
this paragraph, then the Twenty Year Constant Maturity Rate for such
Dividend Period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such
Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than eighteen nor more
than twenty-two years from the

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date of each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations
shall not be generally available) to the Corporation by at least three
recognized dealers in U.S. Government securities selected by the
Corporation.

(f) The Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Twenty Year Constant Maturity Rate shall each be rounded
to the nearest five hundredths of a percentage point.

(g) The Applicable Rate with respect to each Quarterly
Dividend Period will be calculated as promptly as practicable by the
Corporation according to the appropriate method described herein. The
Corporation will cause each Applicable Rate to be published in a
newspaper of general circulation in New York City prior to the
commencement of the new Quarterly Dividend Period to which it applies
and will cause notice of such Applicable Rate to be enclosed with the
dividend payment checks next mailed to the holders of shares of this
Series.

(h) For purposes of this Section (2), the term

(1) "Calendar Period" shall mean 14 calendar days;

(2) "Special Securities" shall mean securities which
can, at the option of the holder, be surrendered at face value
in payment of any Federal estate tax or which provide tax
benefits to the holder and are priced to reflect such tax
benefits or which were originally issued at a deep or
substantial discount;

(3) "Ten Year Average Yield" shall mean the average
yield to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted to constant
maturities of ten years); and

(4) "Twenty Year Average Yield" shall mean the
average yield to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted to constant
maturities of twenty years).

(3) Dividend Provisions.

(a) No full dividends shall be declared or paid or set apart
for payment on the Preferred Stock of any series ranking, as to
dividends, on a parity with or junior to this Series for any period
unless full cumulative dividends have been or contemporaneously are
declared and paid, or declared and a sum sufficient for the payment
thereof set apart for such payment, on this Series for all dividend
payment periods terminating on or prior to the date of payment of such
full cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the shares of this Series and any other Preferred
Stock ranking on a parity as to dividends with this Series, all
dividends declared upon shares of this Series and any other Preferred
Stock ranking on a parity as to dividends with this Series shall be
declared pro rata so that the amount of dividends declared per share
on this Series and such other Preferred Stock shall in all cases bear
to each other the same ratio that accrued dividends per share on the
shares of this Series and such other Preferred Stock bear to each
other. Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of
full cumulative dividends, as herein provided, on this Series. No
interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on this Series which may
be in arrears.

(b) So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock
ranking junior to

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this Series as to dividends and upon liquidation and other than as
provided in paragraph (a) of this Section (3)) shall be declared or
paid or set aside for payment or other distribution declared or made
upon the Common Stock or upon any other stock ranking junior to or on
a parity with this Series as to dividends or upon liquidation, nor
shall any Common Stock nor any other stock of the Corporation ranking
junior to or on a parity with this Series as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any
consideration or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock by the
Corporation (except by conversion into or exchange for stock of the
Corporation ranking junior to this Series as to dividends and upon
liquidation) unless, in each case, the full cumulative dividends on
all outstanding shares of this Series shall have been paid for all
past Dividend Periods.

(c) Dividends payable on this Series for each full Quarterly
Dividend Period shall be computed by dividing the Applicable Rate by
four and multiplying the result by the stated value. Dividends
payable on this Series for any period less than a full Quarterly
Dividend Period shall be computed on the basis of a 360-day year of
twelve 30-day months.

(4) Redemption.

(a) The shares of this Series shall, with the prior written
consent of the Federal Reserve Board, if required, be redeemable, as a
whole or in part, at any time or from time to time, at the
Corporation's option, at a redemption price of $50.00 per share, plus
accrued and unpaid dividends thereon to the date fixed for redemption.

(b) In the event that fewer than all the outstanding shares
of this Series are to be redeemed, the number of shares to be redeemed
shall be determined by the Board of Directors and the shares to be
redeemed shall be determined by lot or pro rata as may be determined
by the Board of Directors or by any other method as may be determined
to be equitable by the Board of Directors in its sole discretion.

(c) In the event the Corporation shall redeem shares of this
Series, notice of such redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior
to the redemption date, to each holder of record of the shares to be
redeemed, at such holder's address as the same appears on the stock
register of the Corporation. Each such notice shall state: (1) the
redemption date; (2) the number of shares of this Series redeemed and
the number of such shares to be redeemed from such holder; (3) the
redemption price; (4) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and
(5) that dividends on the shares to be redeemed will cease to accrue
on such redemption date.

(d) Notice having been mailed as aforesaid from and after the
redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price) dividends on
the shares of this Series so called for redemption shall cease to
accrue, and said shares shall no longer be deemed to be outstanding,
and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the
redemption price) shall cease. Upon surrender in accordance with said
notice of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such
shares shall be redeemed by the Corporation at the redemption price
aforesaid. In case fewer than all the shares represented by any such
certificate are redeemed, a new certificate representing the
unredeemed shares shall be issued without cost to the holder thereof.

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(e) Any shares of this Series which shall at any time have
been redeemed shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation
as to series until such shares are once more designated as part of a
particular series by the Board of Directors.

(f) Notwithstanding the foregoing provisions of this Section
(4), if any dividends on this Series are in arrears, no shares of this
Series shall be redeemed unless all outstanding shares of this Series
are simultaneously redeemed, and the Corporation shall not purchase or
otherwise acquire any shares of this Series; provided, however, that
the foregoing shall not prevent the purchase or acquisition of shares
of this Series pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of this Series.

(5) Conversion or Exchange. The holders of shares of this Series
shall not have any rights herein to convert such shares into or exchange such
shares for shares of any other class or classes or of any other series of any
class or classes of capital stock of the Corporation.

(6) Voting. Except as expressly provided hereinafter in this Section
(6) or as otherwise from time to time required by law, the shares of this
Series shall have no voting power.

(a) Whenever, at any time or times, dividends payable on any
share or shares of the Preferred Stock shall be in arrears in an
amount equal to at least six full quarterly dividends (whether or not
declared and whether or not consecutive), the holders of record of the
outstanding Preferred Stock of all series shall have the exclusive
right, voting separately as a single class, to elect two directors of
the Corporation at a special meeting of stockholders of the
Corporation or at the Corporation's next annual meeting of
stockholders, and at each subsequent annual meeting of stockholders,
as provided below. At elections for such directors, the holders of
shares of this Series shall be entitled to cast one vote for each
share held.

(b) Upon the vesting of such right of the holders of the
Preferred Stock, the maximum authorized number of members of the Board
of Directors shall automatically be increased by two and the two
vacancies so created shall be filled by vote of the holders of the
outstanding Preferred Stock as hereinafter set forth. A special
meeting of the stockholders of the Corporation then entitled to vote
shall be called by the Chairman of the Board of Directors or the
President or the Secretary of the Corporation, if requested in writing
by the holders of record of not less than 10% of the Preferred Stock
then outstanding. At such special meeting, or, if no such special
meeting shall have been called, then at the next annual meeting of
stockholders of the Corporation, the holders of the Preferred Stock
shall elect, voting as above provided, two directors of the
Corporation to fill the aforesaid vacancies created by the automatic
increase in the number of members of the Board of Directors. At any
and all such meetings for such election, the holders of a majority of
the outstanding shares of the Preferred Stock of the Corporation shall
be necessary to constitute a quorum for such election, whether present
in person or by proxy, and such two directors shall be elected by the
vote of at least a plurality of shares held by such stockholders
present or represented at the meeting. Any director elected by
holders of the Preferred Stock pursuant to this Section may be removed
at any annual or special meeting, by vote of a majority of the
stockholders voting as a class who elected such director, with or
without cause. In case any vacancy shall occur among the directors
elected by the holders of the Preferred Stock pursuant to this
Section, such vacancy may be filled by the remaining director so
elected, or his successor then in office, and the director so elected
to fill such vacancy shall serve until the next meeting of
stockholders for the election of directors.

(c) The right of the holders of the Preferred Stock, voting
separately as a class, to elect two members of the Board of Directors
of the Corporation as

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aforesaid shall continue until, and only until, such time as all
arrears in dividends (whether or not declared) on the Preferred Stock
shall have been paid or declared and set apart for payment, at which
time such right shall terminate, except as herein or by law expressly
provided, subject to revesting in the event of each and every
subsequent default of the character above-mentioned. Upon any
termination of the right of the holders of the Preferred Stock as a
class to vote for directors as herein provided, the term of office of
all directors then in office elected by the holders of the Preferred
Stock pursuant to this Section shall terminate immediately. Whenever
the term of office of the directors elected by the holders of the
Preferred Stock pursuant to this Section shall terminate and the
special voting powers vested in the holders of the Preferred Stock
pursuant to this Section shall have expired, the maximum number of
members of the Board of Directors of the Corporation shall be such
number as may be provided for in the By-Laws of the Corporation
irrespective of any increase made pursuant to the provisions of this
Section.

(d) The consent of the holders of at least two-thirds of the
number of shares of Preferred Stock at the time outstanding, given in
person or by proxy, either in writing or at a meeting of stockholders
at which the holders of the Preferred Stock shall vote separately as a
class without regard to series, the holders of the shares of this
Series being entitled to cast one vote per share thereon, shall be
necessary for effecting or validating:

(1) any change in the Certificate of Incorporation
or certificate supplement thereto or By-Laws of the
Corporation which would materially and adversely alter or
change the preferences, privileges, rights or powers given to
the holders of the Preferred Stock, provided, that if one or
more but not all series of Preferred Stock at the time
outstanding are so affected, only the consent of the holders
of at least two-thirds of each series so affected, voting
separately as a class, shall be required; or

(2) the issuance of any shares of any other class of
stock of the Corporation ranking prior to the Preferred Stock.

The term "ranking prior to the Preferred Stock" shall mean and
include all shares of stock of the Corporation in respect of which the
rights of the holders thereof as to the payment of dividends or as to
distributions in the event of a voluntary or an involuntary
liquidation, dissolution or winding up of the Corporation, are given
preference over the rights of the holders of the Preferred Stock.

(7) Liquidation Rights.

(a) Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the
shares of this Series shall be entitled to receive out of the assets
of the Corporation available for distribution to stockholders, before
any payment or distribution shall be made on the Common Stock or any
other class of stock ranking junior to the Preferred Stock, upon
liquidation, the amount of $50 per share, plus a sum equal to all
dividends (whether or not earned or declared) on such shares accrued
and unpaid thereon to the date of final distribution.

(b) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all
the property and assets of the Corporation nor the merger or
consolidation of the Corporation into or with any other corporation or
the merger or consolidation of any other corporation into or with the
Corporation, shall be deemed to be a dissolution, liquidation or
winding up, voluntary or involuntary, for the purposes of this Section
(7).

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(c) After the payment to the holders of the shares of this
Series of the full preferential amounts provided for in this Section
(7), the holders of this Series as such shall have no right or claim
to any of the remaining assets of the Corporation.

(d) In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any
dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to paragraph (a)
of this Section (7), no such distribution shall be made on account of
any shares of any other class or series of Preferred Stock ranking on
a parity with the shares of this Series upon such dissolution,
liquidation or winding up unless proportionate distributive amounts
shall be paid on account of the shares of this Series, ratably, in
proportion to the full distributable amounts for which holders of all
such parity shares are respectively entitled upon such dissolution,
liquidation or winding up.

(8) Ranking. For purposes of this resolution, any stock of any class
or classes of the Corporation shall be deemed to rank:

(a) Prior to the shares of this Series, either as to
dividends or upon liquidation, if the holders of such class or classes
shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or priority to the
holders of shares of this Series;

(b) On a parity with shares of this Series, either as to
dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share
or sinking fund provisions, if any, be different from those of this
Series, if the holders of such stock shall be entitled to the receipt
of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in proportion to
their respective dividend rates or liquidation prices, without
preference or priority, one over the other, as between the holders of
such stock and the holders of shares of this Series; and

(c) Junior to shares of this Series, either as to dividends
or upon liquidation, if such class shall be Common Stock or if the
holders of shares of this Series shall be entitled to receipt of
dividends or of amounts distributable upon dissolution, liquidation or
winding up of the Corporation, as the case may be, in preference or
priority to the holders of shares of such class or classes.

IN WITNESS WHEREOF, BankAmerica Corporation has caused its corporate
seal to be hereunder affixed and this certificate to be signed by Richard M.
Rosenberg, its Chairman, and the same to be attested by ________________, its
Assistant Secretary, this ____ day of ____________.

BANKAMERICA CORPORATION

By _________________________________
Richard M. Rosenberg, Chairman

[Corporate Seal]

Attest:

______________________________
Assistant Secretary

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ANNEX F

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 2

BANKAMERICA CORPORATION

A. The Certificate of Incorporation, as amended, of the
Corporation fixes the total number of shares of all classes of capital stock
which the Corporation shall have the authority to issue as ________ shares, of
which ________ shares shall be shares of Preferred Stock, without par value.

B. The Certificate of Incorporation, as amended, of the
Corporation, expressly grants to the Board of Directors of the Corporation
authority to provide for the issuance of the Preferred Stock in one or more
series, to fix the number of shares in each such series and to fix the
designations and the powers, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or restrictions
thereof, of each such series.

C. Pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation, as amended, of the Corporation
and Delaware law, the Board of Directors and the Executive Committee thereof,
by actions duly taken on January 27, 1994, respectively, adopted the following
resolution authorizing the issuance of three million (3,000,000) shares of
Adjustable Rate Cumulative Preferred Stock, Series 2, without par value:

RESOLVED that an issue of a series of the preferred stock, without par
value, of the Corporation (such preferred stock being herein referred to as
"Preferred Stock," which term shall include any additional shares of preferred
stock of the same class heretofore or hereafter authorized to be issued by the
Corporation), consisting of three million (3,000,000) shares is hereby provided
for, and the voting power, designation, preference and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, are fixed hereby as follows:

1. Designation. The designation of the series of Preferred Stock
created by this resolution shall be "Adjustable Rate Cumulative Preferred
Stock, Series 2," without par value (hereinafter called this "Series"), and the
number of shares constituting this Series is 3,000,000. Shares of this Series
shall have a stated value of $100 per share. The number of authorized shares
of this Series may be reduced (but not below the number of shares then
outstanding) or increased by further resolution duly adopted by the Board of
Directors of the Corporation and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware stating that
such increase or reduction has been so authorized.

2. Dividend Rate.

(a) For each Quarterly Dividend Period (hereinafter individually
referred to as a "Quarterly Dividend Period" or a "Dividend Period," and
collectively referred to as "Dividend Periods"), which Quarterly Dividend
Periods shall commence on January 1, April 1, July 1 and October 1 in each year
and shall end on and include the day next preceding the first day of the

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next Quarterly Dividend Period, dividend rates on the shares of this Series
shall be at a rate per annum of the stated value thereof equal to the
Applicable Rate in respect of such Quarterly Dividend Period.

(b) Except as provided below in this paragraph, the "Applicable
Rate" for any Quarterly Dividend Period shall be (1) 1.10% greater than (2) the
highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty Year Constant Maturity Rate (each as hereinafter defined) for such
Dividend Period. In the event that the Corporation determines in good faith
that for any reason:

(i) any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Twenty Year Constant Maturity Rate cannot be
determined for any Quarterly Dividend Period, then the Applicable Rate
for such Dividend Period shall be 1.10% greater than the higher of
whichever two of such Rates can be so determined;

(ii) only one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Twenty Year Constant Maturity Rate can
be determined for any Quarterly Dividend Period, then the Applicable
Rate for such Dividend Period shall be 1.10% greater than whichever
such Rate can be so determined; or

(iii) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Twenty Year Constant Maturity Rate can be
determined for any Quarterly Dividend Period, then the Applicable Rate
in effect for the preceding Dividend Period shall be continued for
such Dividend Period.

Anything herein to the contrary notwithstanding, the Applicable Rate
for any Quarterly Dividend Period shall in no event be less than 9.0% per annum
or greater than 15.75% per annum.

(c) Except as provided below in this paragraph, the "Treasury Bill
Rate" for each Quarterly Dividend Period shall be the arithmetic average of the
two most recent weekly per annum secondary market discount rates (or the one
weekly per annum secondary market discount rate, if only one such rate shall be
published during the relevant Calendar Period as provided below) for
three-month U.S. Treasury bills, as published weekly by the Federal Reserve
Board during the Calendar Period immediately prior to the last ten calendar
days of December, March, June or September, as the case may be, prior to the
Quarterly Dividend Period for which the dividend rate on this Series is being
determined. In the event that the Federal Reserve Board does not publish such
a weekly per annum secondary market discount rate during such Calendar Period,
then the Treasury Bill Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum secondary market discount rates
(or the one weekly per annum secondary market discount rate, if only one such
rate shall be published during the relevant Calendar Period as provided below)
for three-month U.S. Treasury bills, as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. In the event that a per annum secondary
market discount rate for three-month U.S. Treasury bills shall not be published
by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Treasury
Bill Rate for such Dividend Period shall be the arithmetic average of the two
most recent weekly per annum secondary market discount rates (or the one weekly
per annum secondary market discount rate, if only one such rate shall be
published during the relevant Calendar Period as provided below) for all of the
U.S. Treasury bills then having maturities of not less than 80 nor more than
100 days, as published during such Calendar Period by the Federal Reserve Board
or, if the Federal Reserve Board shall not publish such rates, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in good faith that
for any reason no such U.S. Treasury bill rates are published as provided above
during such Calendar Period, then the Treasury Bill Rate for such Dividend
Period shall be the arithmetic average of the per annum secondary market
discount rates based upon the closing bids during such Calendar Period for each
of the issues of

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<PAGE> 185
marketable non-interest bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days from the date of each such quotation, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the
Corporation by at least three recognized dealers in U.S. Government securities
selected by the Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot determine the Treasury
Bill Rate for any Quarterly Dividend Period as provided above in this
paragraph, the Treasury Bill Rate for such Dividend Period shall be the
arithmetic average of the per annum secondary market discount rates based upon
the closing bids during such Calendar Period for each of the issues of
marketable interest- bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations shall not
be generally available) to the Corporation by at least three recognized dealers
in U.S. Government securities selected by the Corporation.

(d) Except as provided below in this paragraph, the "Ten Year
Constant Maturity Rate" for each Quarterly Dividend Period shall be the
arithmetic average of the two most recent weekly per annum Ten Year Average
Yields (or the one weekly per annum Ten Year Average Yield, if only one such
Yield shall be published during the relevant Calendar Period as provided
below), as published weekly by the Federal Reserve Board during the Calendar
Period immediately prior to the last ten calendar days of December, March, June
or September, as the case may be, prior to the Quarterly Dividend Period for
which the dividend rate on this Series is being determined. In the event that
the Federal Reserve Board does not publish such a weekly per annum Ten Year
Average Yield during such Calendar Period, then the Ten Year Constant Maturity
Rate for such Dividend Period shall be the arithmetic average of the two most
recent weekly per annum Ten Year Average Yields (or the one weekly per annum
Ten Year Average Yield, if only one such Yield shall be published during the
relevant Calendar Period as provided below), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a per
annum Ten Year Average Yield should not be published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Ten Year Constant Maturity Rate
for such Dividend Period shall be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly per annum
average yield to maturity, if only one such yield shall be published during the
relevant Calendar Period as provided below) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than eight nor more than twelve
years, as published during such Calendar Period by the Federal Reserve Board
or, if the Federal Reserve Board shall not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in good faith that
for any reason the Corporation cannot determine the Ten Year Constant Maturity
Rate for any Quarterly Dividend Period as provided above in this paragraph,
then the Ten Year Constant Maturity Rate for such Dividend Period shall be the
arithmetic average of the per annum average yields to maturity based upon the
closing bids during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities (other than
Special Securities) with a final maturity date not less than eight nor more
than twelve years from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if daily
quotations shall not be generally available) to the Corporation by at least
three recognized dealers in U.S. Government securities selected by the
Corporation.

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<PAGE> 186
Year Constant Maturity Rate for such Dividend Period shall be the arithmetic
average of the two most recent weekly per annum Twenty Year Average Yields (or
the one weekly per annum Twenty Year Average Yield, if only one such Yield
shall be published during the relevant Calendar Period as provided below), as
published weekly during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the Corporation. In the
event that a per annum Twenty Year Average Yield shall not be published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Twenty Year Constant
Maturity Rate for such Dividend Period shall be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield shall be published
during the relevant Calendar Period as provided below) for all of the actively
traded marketable U.S. Treasury fixed interest rate securities (other than
Special Securities) then having maturities of not less than eighteen nor more
than twenty-two years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board shall not publish such yields,
by any Federal Reserve Bank or any U.S. Government department or agency
selected by the Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot determine the Twenty Year
Constant Maturity Rate for any Quarterly Dividend Period as provided above in
this paragraph, then the Twenty Year Constant Maturity Rate for such Dividend
Period shall be the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar Period for each of
the issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date not less
than eighteen nor more than twenty-two years from the date of each such
quotation, as chosen and quoted daily for each business day in New York City
(or less frequently if daily quotations shall not be generally available) to
the Corporation by at least three recognized dealers in U.S. Government
securities selected by the Corporation.

(f) The Treasury Bill Rate, the Ten Year Constant Maturity Rate
and the Twenty Year Constant Maturity Rate shall each be rounded to the nearest
five hundredths of a percentage point.

(g) The Applicable Rate with respect to each Quarterly Dividend
Period will be calculated as promptly as practicable by the Corporation
according to the appropriate method described herein. The Corporation will
cause each Applicable Rate to be published in a newspaper of general
circulation in New York City prior to the commencement of the new Quarterly
Dividend Period to which it applies and will cause notice of such Applicable
Rate to be enclosed with the dividend payment checks next mailed to the holders
of shares of this Series.

(h) For purposes of this Section 2, the term:

(1) "Calendar Period" shall mean 14 calendar days;

(2) "Special Securities" shall mean securities which can,
at the option of the holder, be surrendered at face value in payment
of any Federal estate tax or which provide tax benefits to the holder
and are priced to reflect such tax benefits or which were originally
issued at a deep or substantial discount;

(3) "Ten Year Average Yield" shall mean the average yield
to maturity for actively traded marketable U.S. Treasury fixed
interest rate securities (adjusted to constant maturities of ten
years); and

(4) "Twenty Year Average Yield" shall mean the average
yield to maturity for actively traded marketable U.S. Treasury fixed
interest rate securities (adjusted to constant maturities of twenty
years).

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<PAGE> 187
3. Dividend Provisions.

(a) No full dividends shall be declared or paid or set apart for
payment on shares of any class or any series ranking, as to dividends, on a
parity with or junior to this Series for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and
a sum sufficient for the payment thereof set apart for such payment on this
Series for all dividend payment periods terminating on or prior to the last day
of the dividend payment period in which such full dividends are to be paid.
When dividends are not paid in full, as aforesaid, upon the shares of this
Series and any other class or series ranking on a parity as to dividends with
this Series, all dividends declared upon shares of this Series and any other
class or series ranking on a parity as to dividends with this Series shall be
declared pro rata so that the amount of dividends declared per share on this
Series and such other class or series ranking on a parity with this Series
shall in all cases bear to each other the same ratio that accrued dividends per
share on the shares of this Series and such other class or series ranking on a
parity with this Series bear to each other. Holders of shares of this Series
shall not be entitled to any dividends, whether payable in cash, property or
stock, in excess of full cumulative dividends, as herein provided, on this
Series. No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on this Series which may be in
arrears.

(b) So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation and other than as
provided in paragraph (a) of this Section 3) shall be declared or paid or set
aside for payment or other distribution declared or made upon the Common Stock
or upon any other stock ranking junior to or on a parity with this Series as to
dividends or upon liquidation, nor shall any Common Stock nor any other stock
of the Corporation ranking junior to or on a parity with this Series as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the Corporation ranking
junior to this Series as to dividends and upon liquidation) unless, in each
case, the full cumulative dividends on all outstanding shares of this Series
shall have been paid for all past dividend payment periods, or are
concurrently, declared, paid or a sum sufficient for the payment thereof set
apart for payment.

(c) Dividends payable on shares of this Series for each full
Quarterly Dividend Period shall be computed by dividing the Applicable Rate by
four and multiplying the result by the stated value. Dividends payable on
shares of this Series for any period less than a full Quarterly Dividend Period
shall be computed on the basis of a 360-day year of twelve 30-day months and
the actual number of days elapsed in the period for which a dividend is
payable.

(d) Dividends shall be cumulative from the date of original issue
of such shares and shall be payable when and as declared by the Board of
Directors or by a committee of said Board duly authorized by said Board to
declare such dividends, on December 31, March 31, June 30 and September 30 of
each year. Each such dividend shall be paid to the holders of record of shares
of this Series as they appear on the stock register of the Corporation on such
record date, not exceeding 40 days preceding the payment date thereof, as shall
be fixed by the Board of Directors of the Corporation or by a committee of said
Board of Directors duly authorized to fix such date. Dividends on account of
arrears for any past Dividend Periods may be declared and paid at any time,
without reference to any regular dividend payment date, to holders of record on
such date, not exceeding 45 days preceding the payment date thereof, as may be
fixed by the Board of Directors of the Corporation or by a committee of said
Board of Directors duly authorized to fix such date.

4. Redemption.

(a) The shares of this Series shall, with the prior consent of the
Board of Governors of the Federal Reserve System, if required, be redeemable as
a whole or in part, at any time or from time to time, at the Corporation's
option, at a redemption price of (1) $108.00 per share in

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<PAGE> 188
the case of any redemption occurring on or before August 15, 1999 and (2)
$100.00 per share in the case of any redemption occurring after August 15,
1999, plus an amount equal to accrued and unpaid dividends thereon to the date
fixed for redemption (computed on the basis of a 360- day year of twelve 30-day
months and the actual number of days elapsed in the period).

(b) In the event that fewer than all the outstanding shares of
this Series are to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the Board of Directors or
by any other method as may be determined to be equitable by the Board of
Directors in its sole discretion.

(c) In the event the Corporation shall redeem shares of this
Series, notice of such redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the redemption
date, to each holder of record of the shares to be redeemed, at such holder's
address as the same appears on the stock register of the Corporation. Each
such notice shall state: (1) the redemption date; (2) the number of shares of
this Series to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption price; (4) the place or places where certificates
for such shares are to be surrendered for payment of the redemption price; and
(5) that dividends on the shares to be redeemed will cease to accrue on such
redemption date.

(d) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price) dividends on the shares of this
Series so called for redemption shall cease to accrue, and said shares shall no
longer be deemed to be outstanding, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance
with said notice of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors of the Corporation
shall so require and the notice shall so state), such shares shall be redeemed
by the Corporation at the redemption price aforesaid. In case fewer than all
the shares represented by any such certificate are redeemed, a new certificate
representing the unredeemed shares shall be issued without cost to the holder
thereof.

(e) Any shares of this Series which shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board of
Directors of the Corporation or any duly authorized committee of the Board of
Directors of the Corporation.

(f) Notwithstanding the foregoing provisions of this Section 4, if
any dividends on this Series are in arrears, no shares of this Series shall be
redeemed unless all outstanding shares of this Series are simultaneously
redeemed, and the Corporation shall not purchase or otherwise acquire any
shares of this Series; provided, however, that the foregoing shall not prevent
the purchase or acquisition of shares of this Series pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
this Series.

5. Voting. Except as expressly provided hereinafter in this
Section 5 or as otherwise from time to time required by law, the shares of this
Series shall have no voting power.

(a) Whenever, at any time or times, dividends payable on any share
or shares of this Series shall be in arrears in an amount equal to at least six
full quarterly dividends (whether or not declared and whether or not
consecutive), the holders of record of the outstanding Preferred Stock of all
series shall have the exclusive right, voting separately as a single class, to
elect two directors of the Corporation at a special meeting of stockholders of
the Corporation or at the Corporation's next annual meeting of stockholders,
and at each subsequent annual meeting of stockholders, as provided below. At
elections for such directors, the holders of shares of this Series shall be
entitled to cast one vote for each share held.

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<PAGE> 189
(b) Upon the vesting of such right of the holders of the Preferred
Stock, the maximum authorized number of members of the Board of Directors shall
automatically be increased by two and the two vacancies so created shall be
filled by vote of the holders of the outstanding Preferred Stock as hereinafter
set forth. A special meeting of the stockholders of the Corporation then
entitled to vote shall be called by the Chairman or the President or the
Secretary of the Corporation, if requested in writing by the holders of record
of not less than 10% of the Preferred Stock then outstanding. At such special
meeting, or, if no such special meeting shall have been called, then at the
next annual meeting of stockholders of the Corporation, the holders of the
shares of the Preferred Stock shall elect, voting as above provided, two
directors of the Corporation to fill the aforesaid vacancies created by the
automatic increase in the number of members of the Board of Directors. At any
and all such meetings for such election, the holders of a majority of the
outstanding shares of the Preferred Stock shall be necessary to constitute a
quorum for such election, whether present in person or by proxy, and such two
directors shall be elected by the vote of at least a plurality of shares held
by such stockholders present or represented at the meeting. Any director
elected by holders of shares of the Preferred Stock pursuant to this Section
may be removed at any annual or special meeting, by vote of a majority of the
stockholders voting as a class who elected such director, with or without
cause. In case any vacancy shall occur among the directors elected by the
holders of the Preferred Stock pursuant to this Section, such vacancy may be
filled by the remaining director so elected, or his successor then in office,
and the director so elected to fill such vacancy shall serve until the next
meeting of stockholders for the election of directors.

(c) The right of the holders of the Preferred Stock, voting
separately as a class, to elect two members of the Board of Directors of the
Corporation as aforesaid shall continue until, and only until, such time as all
arrears in dividends (whether or not declared) on the Preferred Stock shall
have been paid or declared and set apart for payment, at which time such right
shall terminate, except as herein or by law expressly provided, subject to
revesting in the event of each and every subsequent default of the character
above-mentioned. Upon any termination of the right of the holders of the
shares of the Preferred Stock as a class to vote for directors as herein
provided, the term of office of all directors then in office elected by the
holders of Preferred Stock pursuant to this Section shall terminate
immediately. Whenever the term of office of the directors elected by the
holders of the Preferred Stock pursuant to this Section shall terminate and the
special voting powers vested in the holders of the Preferred Stock pursuant to
this Section shall have expired, the maximum number of members of the Board of
Directors of the Corporation shall be such number as may be provided for in the
By-laws of the Corporation irrespective of any increase made pursuant to the
provisions of this Section.

(d) The consent of the holders of at least two-thirds of the
number of shares of Preferred Stock at the time outstanding, given in person or
by proxy, either in writing or at a meeting of stockholders at which the
holders of the Preferred Stock shall vote separately as a class, the holders of
the Preferred Stock being entitled to cast one vote per share thereon, shall be
necessary for effecting or validating:

(i) any change in the Certificate of Incorporation, as
amended, or certificate supplemental thereto or By-laws of the
Corporation which would materially and adversely alter or change the
preferences, privileges, rights or powers given to the holders of the
Preferred Stock, provided that if one or more but not all series of
Preferred Stock at the time outstanding are so affected, only the
consent of the holders of at least two-thirds of each series so
affected, voting separately as a class, shall be required; or

(ii) the issuance of any shares of any other class of stock
of the Corporation ranking prior to the Preferred Stock.

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<PAGE> 190
dissolution or winding up of the Corporation, are given preference over the
rights of the holders of the Preferred Stock.

6. Liquidation Rights.

(a) Upon the dissolution, liquidation or winding up of the
Corporation, the holders of the shares of this Series shall be entitled to
receive out of the assets of the Corporation, before any payment or
distribution shall be made on the Common Stock, or on any other class or series
of stock ranking junior to this Series, upon liquidation, the amount of $100.00
per share, plus a sum equal to all dividends (whether or not earned or
declared) on such shares accrued and unpaid thereon to the date of final
distribution.

(b) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation or the merger or consolidation
of any other corporation into or with the Corporation, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 6.

(c) After the payment to the holders of the shares of this Series
of the full preferential amounts provided for in this Section 6, the holders of
this Series as such shall have no right or claim to any of the remaining assets
of the Corporation.

(d) In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to paragraph (a) of this Section 6, no such distribution
shall be made on account of any shares of any other class or series of capital
stock ranking on a parity with the shares of this Series upon such dissolution,
liquidation or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably, in proportion to the
full distributable amounts for which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.

(e) Upon the dissolution, liquidation or winding up of the
Corporation, the holders of shares of this Series then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders all amounts to which such holders are entitled
pursuant to paragraph (a) of this Section 6 before any payment shall be made to
the holders of any class of capital stock of the Corporation ranking junior
upon liquidation to this Series.

7. Ranking. The Corporation's Adjustable Rate Preferred Stock,
Series 1, shall rank, both as to dividends and upon liquidation, on a parity
with the shares of this Series, and any stock of any class or classes of the
Corporation shall be deemed to rank:

(a) Prior to the shares of this Series, either as to dividends or
upon liquidation, if the holders of such class or classes shall be entitled to
the receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up or the Corporation, as the case may be, in preference
or priority to the holders of shares of this Series;

(b) On a parity with shares of this Series, either as to dividends
or upon liquidation, whether or not the dividend rates, dividend payment dates
or redemption or liquidation prices per share or sinking fund provisions, if
any, be different from those of this Series, if the holders of such stock shall
be entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in proportion to their respective dividend rates or liquidation prices, without
preference or priority, one over the other, as between the holders of such
stock and the holders of shares of this Series; and

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<PAGE> 191
(c) Junior to shares of this Series, either as to dividends or
upon liquidation, if such class shall be Common Stock or if the holders of
shares of this Series shall be entitled to receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the Corporation,
as the case may be, in preference or priority to the holders of shares of such
class or classes.

BANKAMERICA CORPORATION

By _________________________________
Richard M. Rosenberg, Chairman

[Corporate Seal]

Attest:

______________________________
Assistant Secretary

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<PAGE> 192

ANNEX G

[Goldman, Sachs & Co. Letterhead]

May 16, 1994

Board of Directors
Continental Bank Corporation
231 South LaSalle Street
Chicago, Illinois 60697

Gentlemen and Madame:

You have requested our opinion as to the fairness to the holders of the
outstanding shares of Common Stock, par value $4 per share (the "Shares"), of
Continental Bank Corporation (the "Company") of the Stock Consideration and the
Cash Consideration (as defined below) to be received for Shares pursuant to the
Restated Agreement and Plan of Merger dated as of January 27, 1994 between
BankAmerica Corporation ("BankAmerica") and the Company (the "Agreement").
Pursuant to the Agreement, the Company will be merged with BankAmerica (the
"Merger") and each outstanding Share not owned by BankAmerica will be converted
into a number of shares of Common Stock, par value $1.5625 per share, of
BankAmerica (the "BankAmerica Shares") determined as set forth in the Agreement
(the "Stock Consideration") or an amount of cash determined as set forth in the
Agreement (the "Cash Consideration"). Holders of Shares may elect to convert
such Shares into the right to receive either Stock Consideration or Cash
Consideration subject to certain procedures and limitations contained in the
Agreement.

Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. We are
familiar with the Company having provided certain investment banking services to
the Company from time to time, including acting as managing underwriter of a
number of offerings of the Company's securities in recent years, and having
acted as financial advisor in connection with and having participated in certain
of the negotiations leading to the Agreement. We also have provided certain
investment banking services to BankAmerica from time to time, including acting
as managing underwriter of a public offering of subordinated notes of
BankAmerica in February, 1993 and advising BankAmerica in the sale of certain of
its real estate assets in 1993, and may provide investment banking services to
BankAmerica in the future.

In connection with this opinion, we have reviewed, among other things, the
Agreement; the Registration Statement on Form S-4, including the Proxy
Statement-Prospectus relating to the Annual Meeting of the Company Stockholders
at which holders of the Shares will be asked to approve the Merger; Annual
Reports to Stockholders of BankAmerica and Annual Reports on Form 10-K of the
Company and BankAmerica for the five years ended December 31, 1993; Annual
Reports to Stockholders of the Company for the four years ended December 31,
1992 and a draft Annual Report to Stockholders of the Company for the year ended
December 31, 1993; certain interim reports to stockholders and Quarterly Reports
on Form 10-Q of the Company and BankAmerica; certain other communications from
the Company and BankAmerica to their respective stockholders; and certain
internal financial analyses and forecasts for the Company and BankAmerica
prepared by their respective managements. We also have held discussions with
members of the senior management of the Company and BankAmerica regarding the
past and current business operations, regulatory relationships, financial
condition and future prospects of their respective companies. In addition, we
have reviewed the reported price and trading activity for the Shares and the
BankAmerica Shares, compared certain financial and stock market information for
the Company and BankAmerica with similar information for certain other companies
the securities of which are publicly traded, reviewed the financial terms of
certain recent business combinations in the banking industry specifically and in
other industries generally and performed such other studies and analyses as we
considered appropriate.
<PAGE> 193

We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion. In that regard, we have assumed, with your consent,
that the financial forecasts, including, without limitation, projected cost
savings and operating synergies resulting from the Merger and projections
regarding underperforming and non-performing assets and net charge-offs have
been reasonably prepared on a basis reflecting the best currently available
judgments and estimates of the Company and BankAmerica and that such forecasts
will be realized in the amounts and at the times contemplated thereby. We are
not experts in the evaluation of loan and lease portfolios for purposes of
assessing the adequacy of the allowances for losses with respect thereto and
have assumed, with your consent, that such allowances for each of the Company
and BankAmerica are in the aggregate adequate to cover all such losses. In
addition, we have not reviewed individual credit files nor have we made an
independent evaluation or appraisal of the assets and liabilities of the Company
or BankAmerica or any of their respective subsidiaries. We also have assumed
that BankAmerica will receive all necessary regulatory approvals without undue
delay. In addition, at your direction, we have discussed the possibility of a
potential transaction with a limited number of other parties.

Based upon and subject to the foregoing and based upon such other matters
as we consider relevant, it is our opinion that as of the date hereof the Stock
Consideration and the Cash Consideration to be received by the holders of the
Shares are each fair to the holders of Shares receiving such Consideration.

Very truly yours,

GOLDMAN, SACHS & CO.
<PAGE> 194

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As authorized by Section 145 of the Delaware General Corporation Law, the
Bylaws of BAC provide for indemnification of directors and officers in certain
cases. A director or officer of BAC (i) must be indemnified by BAC for all
expenses of litigation or other legal proceedings when he or she is successful
on the merits or otherwise in such litigation or proceedings, (ii) must be
indemnified by BAC for the expenses, judgments, fines and amounts paid in
settlement of litigation or proceedings (other than a derivative action), even
if he or she is not successful, if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interest of
BAC (and, in the case of a criminal proceeding, had no reasonable cause to
believe his or her conduct was not lawful), and (iii) must be indemnified by BAC
for expenses of a derivative action, even if he or she is not successful, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of BAC, provided that no indemnification
may be made in the case of a derivative action if the person is judged liable to
BAC, unless a court determines that, despite such adjudication but in view of
the circumstances, such person is entitled to indemnification of such expenses.

The Bylaws of BAC further provide that BAC may purchase insurance on behalf
of its directors and officers whether or not it would have the power to
indemnify them against such liability.

There is directors' and officers' liability insurance presently outstanding
which insures directors and officers of BAC and certain of its subsidiaries,
including Bank of America. The policies cover loss for which BAC or any of such
subsidiaries shall be required or permitted by law to indemnify directors and
officers and which result from claims made against such directors or officers
based upon the commission of wrongful acts in the performance of their duties.
The policies also cover losses which the directors or officers must pay as the
result of claims brought against them based upon the commission of wrongful acts
in the performance of their duties and for which they are not indemnified by BAC
or any of such subsidiaries. The losses covered by the policies are subject to
certain exclusions and do not include fines or penalties imposed by law or other
matters deemed uninsurable under the law. The policies contain certain
provisions regarding deductibles.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS. Parenthetical references to exhibits in the description of
Exhibits 2.1, 3.1, 3.2, 4.1, 4.2 and 10.1 below are incorporated by reference
from such exhibits to the indicated reports of BAC filed with the Securities and
Exchange Commission (the "SEC") under File No. 1-7377.

<TABLE>
<C> <S>
2.1 Restated Agreement and Plan of Merger dated as of January 27, 1994 by and
between BAC and Continental (included as Annex A to the Proxy
Statement-Prospectus (without exhibits)) (incorporated by reference to
Exhibit 2 to BAC's Current Report on Form 8-K filed March 15, 1994).
3.1 Certificate of Incorporation of BAC, as amended (incorporated by reference
to Exhibit 3(i) to BAC's report on Form 10-K for the year ended December 31,
1992).
3.2 By-laws of BAC, as amended (incorporated by reference to Exhibit 3.b. to
BAC's Registration Statement on Form S-4 (Reg. No. 33-51333) filed December
8, 1993).
3.3 Form of Certificate of Designation, Preferences and Rights of BAC Adjustable
Rate Preferred Stock, Series 1 (included as Annex E to the Proxy
Statement-Prospectus).
3.4 Form of Certificate of Designation, Preferences and Rights of BAC Adjustable
Rate Cumulative Preferred Stock, Series 2 (included as Annex F to the Proxy
Statement-Prospectus).
4.1 Specimen of BAC's Common Stock certificate with Rights legend (incorporated
by reference to Exhibit 4.1 to BAC's Registration Statement on Form S-4
(Reg. No. 33-439841) filed November 14, 1991).
</TABLE>

II-1
<PAGE> 195

<TABLE>
<C> <S>
4.2 Form of Rights Certificate (incorporated by reference to Exhibit B to
Exhibit 1 to BAC's Form 8-A dated April 13, 1988).
4.3 BAC and certain of its consolidated subsidiaries have outstanding certain
long-term debt. None of such debt exceeds 10% of the total assets of BAC and
its consolidated subsidiaries; therefore, copies of the constituent
instruments defining the rights of the holders of such debt are not included
as exhibits to this Registration Statement. BAC agrees to furnish copies of
such instruments to the SEC upon request.
5.1 Opinion of Michael J. Halloran, counsel to BAC, regarding legality of
securities being issued.
10.1 Stock Option Agreement dated as of January 27, 1994 between BAC and
Continental (included as Annex D to the Proxy Statement-Prospectus)
(incorporated by reference to Exhibit 10 to BAC's Current Report on Form 8-K
filed February 3, 1994).
23.1 Consent of Ernst & Young with respect to financial statements of BAC.
23.2 Consent of Price Waterhouse with respect to financial statements of
Continental.
23.3 Consent of Michael J. Halloran (included in Exhibit 5.1).
23.4 Consent of Goldman, Sachs & Co.
23.5 Consent of John M. Richman (expected to become a director of Registrant).
24.1 Powers of Attorney.
99.1 Form of Election Form and Letter of Transmittal.
99.2 Form of Proxy Card for Continental Common Stock.
</TABLE>

(b) FINANCIAL STATEMENT SCHEDULES: Inapplicable.

II-2
<PAGE> 196

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the 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 of 1933 and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-3
<PAGE> 197

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on May 16, 1994.

BANKAMERICA CORPORATION

By /s/ LEWIS W. COLEMAN
Lewis W. Coleman
Vice Chairman of the Board
and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- -------------------------------------- -------------------------------------- -------------
<C> <C> <S>
RICHARD M. ROSENBERG* Chairman of the Board and Chief
Richard M. Rosenberg Executive Officer (Principal Executive
Officer) and Director
/s/ LEWIS W. COLEMAN Vice Chairman of the Board and Chief
Lewis W. Coleman Financial Officer (Principal Financial
Officer) and Director May 16, 1994
/s/ PAUL R. OGORZELEC Executive Vice President (Principal
Paul R. Ogorzelec Accounting Officer) May 16, 1994
</TABLE>

Directors:

<TABLE>
<S> <C>
JOSEPH F. ALIBRANDI* Director
PETER B. BEDFORD* Director
ANDREW F. BRIMMER* Director
RICHARD A. CLARKE* Director
TIMM F. CRULL* Director
C.R. DAHL* Director
KATHLEEN FELDSTEIN* Director
DONALD E. GUINN* Director
PHILIP M. HAWLEY* Director
FRANK L. HOPE, JR.* Director
LAWRENCE O. KITCHEN* Director
IGNACIO E. LOZANO, JR.* Director
CORNELL C. MAIER* Director
WALTER E. MASSEY* Director
RUBEN F. METTLER* Director
A. MICHAEL SPENCE* Director
JACQUES S. YEAGER* Director
</TABLE>

A majority of the members of the Board of Directors.

*By: /s/ STEVEN D. KRIEG
Steven D. Krieg,
Attorney-in-Fact

Dated: May 16, 1994

II-4
<PAGE> 198

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION* PAGE
- ------ ------------------------------------------------------------------------ ------------
<C> <S> <C>
2.1 Restated Agreement and Plan of Merger dated as of January 27, 1994 by
and between BAC and Continental (included as Annex A to the Proxy
Statement-Prospectus (without exhibits)) (incorporated by reference to
Exhibit 2 to BAC's Current Report on Form 8-K filed March 15, 1994).....
3.1 Certificate of Incorporation of BAC, as amended (incorporated by
reference to Exhibit 3(i) to BAC's report on Form 10-K for the year
ended December 31, 1992)................................................
3.2 By-laws of BAC, as amended (incorporated by reference to Exhibit 3.b. to
BAC's Registration Statement on Form S-4 (Reg. No. 33-51333) filed
December 8, 1993).......................................................
3.3 Form of Certificate of Designation, Preferences and Rights of BAC
Adjustable Rate Preferred Stock, Series 1 (included as Annex E to the
Proxy Statement-Prospectus).............................................
3.4 Form of Certificate of Designation, Preferences and Rights of BAC
Adjustable Rate Cumulative Preferred Stock, Series 2 (included as Annex
F to the Proxy Statement-Prospectus)....................................
4.1 Specimen of BAC's Common Stock certificate with Rights legend
(incorporated by reference to Exhibit 4.1 to BAC's Registration
Statement on Form S-4 (Reg. No. 33-439841) filed November 14, 1991).....
4.2 Form of Rights Certificate (incorporated by reference to Exhibit B to
Exhibit 1 to BAC's Form 8-A dated April 13, 1988).......................
4.3 BAC and certain of its consolidated subsidiaries have outstanding
certain long-term debt. None of such debt exceeds 10% of the total
assets of BAC and its consolidated subsidiaries; therefore, copies of
the constituent instruments defining the rights of the holders of such
debt are not included as exhibits to this Registration Statement. BAC
agrees to furnish copies of such instruments to the SEC upon request....
5.1 Opinion of Michael J. Halloran, counsel to BAC, regarding legality of
securities being issued.................................................
10.1 Stock Option Agreement dated as of January 27, 1994 between BAC and
Continental (included as Annex D to the Proxy Statement-Prospectus)
(incorporated by reference to Exhibit 10 to BAC's Current Report on Form
8-K filed February 3, 1994).............................................
23.1 Consent of Ernst & Young with respect to financial statements of BAC....
23.2 Consent of Price Waterhouse with respect to financial statements of
Continental.............................................................
23.3 Consent of Michael J. Halloran (included in Exhibit 5.1)................
23.4 Consent of Goldman, Sachs & Co..........................................
23.5 Consent of John M. Richman (expected to become a director of
Registrant).............................................................
24.1 Powers of Attorney......................................................
99.1 Form of Election Form and Letter of Transmittal.........................
99.2 Form of Proxy Card for Continental Common Stock.........................
</TABLE>

- ---------------

* Parenthetical references to exhibits in the description of Exhibits 2.1, 3.1,
3.2, 4.1, 4.2 and 10.1 are incorporated by reference from such exhibits to the
indicated reports of BAC filed with the SEC under File No. 1-7377.

<PAGE> 1
EXHIBIT 5.1
[BANKAMERICA CORPORATION]

Michael J. Halloran
Executive Vice President
General Counsel
May 11,1994
Members of the Board of Directors
BankAmerica Corporation
Bank of America Center
555 California Street
San Francisco, CA 94104

Dear Board Members:

I am Executive Vice President and General Counsel of BankAmerica
Corporation ("BAC") and in that capacity I have acted as counsel for BAC in
connection with the issuance of shares of its common stock, par value $1.5625
(the "Common Stock"), to be issued in connection with the proposed merger of
Continental Bank Corporation with and into BAC, as described in the
Registration Statement on Form S-4 (the "Registration Statement") and the Proxy
Statement/Prospectus included therein to be filed by BAC with the Securities
and Exchange Commission.

I have examined or caused to be examined such corporate records,
certificates and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion. On the basis of such
examination, it is my opinion that the Common Stock, when issued in the manner
contemplated by the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.

I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement, and consent to the reference to this opinion under the
heading "Legal Matters" in said Registration Statement and in the Proxy
Statement/Prospectus included therein.

Sincerely,

/s/ MICHAEL J. HALLORAN
Michael J. Halloran
Executive Vice President
and General Counsel

Bank of America Center San Francisco, California 94137 Cable: BANKORP

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement of Form S-4 and related Prospectus of BankAmerica
Corporation for the registration of 24 million shares of common stock and to the
incorporation by reference therein of our report dated January 18, 1994, except
for Note 2, as to which the date is January 27, 1994, with respect to the
consolidated financial statements of BankAmerica Corporation incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31,
1993, filed with the Securities and Exchange Commission.

ERNST & YOUNG

San Francisco, California
May 9, 1994

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of BankAmerica
Corporation of our report dated January 18, 1994, except as to Note 1,
which is as of January 28, 1994, relating to the consolidated financial
statements of Continental Bank Corporation, which is included in Continental
Bank Corporation's Annual Report on Form 10-K for the year ended December 31,
1993. We also consent to the reference to us under the heading "Experts" in
such Prospectus.

/s/ PRICE WATERHOUSE
PRICE WATERHOUSE

Chicago, Illinois
May 12, 1994

<PAGE> 1

EXHIBIT 23.4

[Goldman, Sachs & Co. Letterhead]

May 16, 1994

Board of Directors
BankAmerica Corporation
Bank of America Center
San Francisco, California 94104

Board of Directors
Continental Bank Corporation
231 South LaSalle Street
Chicago, Illinois 60697

Re: Registration Statement of BankAmerica Corporation on Form S-4
dated May 17, 1994 including the Proxy Statement of Continental
Bank Corporation included therein

Gentlemen and Mesdames:

Attached is our opinion letter dated May 16, 1994 with respect to the
fairness to the holders of outstanding shares of Common Stock, par value $4 per
share (the "Shares"), of Continental Bank Corporation (the "Company") of the
Stock Consideration and the Cash Consideration (as defined in the attached
opinion letter) to be received for Shares pursuant to the Restated Agreement and
Plan of Merger dated as of January 27, 1994 between BankAmerica Corporation and
the Company.

The foregoing letter is solely for the information and assistance of the
Board of Directors of the Company in connection with its consideration of the
transaction contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent.

In that regard, we hereby consent to the reference to the opinion of our
Firm under the captions "Summary -- Opinion of Financial Advisor"; "The
Merger -- Opinion of Financial Advisor" and "The Merger -- Summary of Financial
Analyses" and to the inclusion of the foregoing opinion in the Proxy Statement
included in the above-mentioned Registration Statement. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

GOLDMAN, SACHS & CO.

<PAGE> 1

EXHIBIT 23.5

CONSENT OF JOHN M. RICHMAN

Pursuant to the requirements of Rule 438 of the Securities Act of 1933, the
undersigned, being named as about to become a director of BankAmerica
Corporation, hereby consents to the filing of the attached registration
statement on Form S-4 by BankAmerica Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand as of this 10th day of May,
1994.

/s/ JOHN M. RICHMAN
------------------------------------
John M. Richman

<PAGE> 1

EXHIBIT 24.1
------------

POWER OF ATTORNEY
-----------------

The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his or her attorneys-in-fact, each with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign registration statements under the
Securities Act of 1933 relating to the public offering of common stock and
rights to purchase Cumulative Participating Preferred Stock, Series E in
connection with the acquisition of Continental Bank Corporation, and any and
all amendments (including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ JOSEPH F. ALIBRANDI
-----------------------------------
Joseph F. Alibrandi

[Directors-Project Condor]
<PAGE> 2

POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ PETER B. BEDFORD
-----------------------------
Peter B. Bedford

[Directors-Project Condor]
<PAGE> 3
POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ ANDREW F. BRIMMER
---------------------
Andrew F. Brimmer

[Directors-Project Condor]

<PAGE> 4
POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ RICHARD A. CLARKE
--------------------------
Richard A. Clarke

[Directors-Project Condor]

<PAGE> 5

POWER OF ATTORNEY
-----------------

The undersigned, the Vice Chairman of the Board, Chief Financial
Officer and a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his attorneys-in-fact, each with
full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign registration statements under the
Securities Act of 1933 relating to the public offering of common stock and
rights to purchase Cumulative Participating Preferred Stock, Series E in
connection with the acquisition of Continental Bank Corporation, and any and
all amendments (including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ LEWIS W. COLEMAN
-----------------------------
Lewis W. Coleman

[Principal Financial Officer-Project Condor]

<PAGE> 6
POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ TIMM F. CRULL
-----------------------
Timm F. Crull

[Directors-Project Condor]

<PAGE> 7
POWER OF ATTORNEY
-----------------

The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his or her attorneys-in-fact, each with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign registration statements under the
Securities Act of 1933 relating to the public offering of common stock and
rights to purchase Cumulative Participating Preferred Stock, Series E in
connection with the acquisition of Continental Bank Corporation, and any and all
amendments (including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ C.R. DAHL
-----------------------
C.R. Dahl

[Directors-Project Condor]
<PAGE> 8
POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ KATHLEEN FELDSTEIN
----------------------
Kathleen Feldstein

[Directors-Project Condor]

<PAGE> 9
POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ DONALD E. GUINN
-------------------
Donald E. Guinn

[Directors-Project Condor]

<PAGE> 10

POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ PHILIP M. HAWLEY
-----------------------------
Philip M. Hawley

[Directors-Project Condor]
<PAGE> 11

POWER OF ATTORNEY
-----------------

The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his or her attorneys-in-fact, each with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign registration statements under the
Securities Act of 1933 relating to the public offering of common stock and
rights to purchase Cumulative Participating Preferred Stock, Series E in
connection with the acquisition of Continental Bank Corporation, and any and all
amendments (including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ FRANK L. HOPE, JR.
-----------------------------
Frank L. Hope, Jr.

[Directors-Project Condor]

<PAGE> 12

POWER OF ATTORNEY
-----------------

The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his or her attorneys-in-fact, each with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign registration statements under the
Securities Act of 1933 relating to the public offering of common stock and
rights to purchase Cumulative Participating Preferred Stock, Series E in
connection with the acquisition of Continental Bank Corporation, and any and all
amendments (including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ LAWRENCE O. KITCHEN
-------------------------------
Lawrence O. Kitchen

[Directors-Project Condor]

<PAGE> 13

POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ IGNACIO E. LOZANO, JR.
--------------------------------
Ignacio E. Lozano, Jr.

[Directors-Project Condor]

<PAGE> 14

POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ CORNELL C. MAIER
-----------------------------------
Cornell C. Maier

[Directors-Project Condor]
<PAGE> 15
POWER OF ATTORNEY
-----------------

The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his attorneys-in-fact, each with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign registration statements under the Securities Act of 1933
relating to the public offering of common stock and rights to purchase
Cumulative Participating Preferred Stock, Series E in connection with the
acquisition of Continental Bank Corporation, and any and all amendments
(including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ WALTER E. MASSEY
------------------------
Walter E. Massey

[Directors-Project Condor]

<PAGE> 16
POWER OF ATTORNEY
-----------------

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ RUBEN F. METTLER
---------------------
Ruben F. Mettler

[Directors-Project Condor]

<PAGE> 17

POWER OF ATTORNEY
-----------------

The undersigned, the Chairman of the Board, President, Chief Executive
Officer and Director of BankAmerica Corporation, hereby constitutes and
appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic and Steven D.
Krieg, and each of them, his attorneys-in-fact, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign registration statements under the Securities Act of 1933
relating to the public offering of common stock and rights to purchase
Cumulative Participating Preferred Stock, Series E in connection with the
acquisition of Continental Bank Corporation, and any and all amendments
(including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ RICHARD M. ROSENBERG
-----------------------------
Richard M. Rosenberg

[Directors-Project Condor]
<PAGE> 18
POWER OF ATTORNEY
-----------------

The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his or her attorneys-in-fact, each with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign registration statements under the
Securities act of 1933 relating to the public offering of common stock and
rights to purchase Cumulative Participating Preferred Stock, Series E in
connection with the acquisition of Continental Bank Corporation, and any and
all amendments (including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ A. MICHAEL SPENCE
-------------------------
A. Michael Spence

[Directors-Project Condor]

<PAGE> 19
POWER OF ATTORNEY
-----------------

The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic
and Steven D. Krieg, and each of them, his or her attorneys-in-fact, each with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign registration statements under the
Securities act of 1933 relating to the public offering of common stock and
rights to purchase Cumulative Participating Preferred Stock, Series E in
connection with the acquisition of Continental Bank Corporation, and any and
all amendments (including post-effective amendments) thereto.

This power of attorney, unless earlier revoked or terminated, will
terminate on September 30, 1994.

Dated: March 14, 1994

/s/ JACQUES S. YEAGER
-----------------------
Jacques S. Yeager

[Directors-Project Condor]

<PAGE> 1

EXHIBIT 99.1

[Front Side of Form]

CONTINENTAL BANK CORPORATION

ELECTION FORM AND LETTER OF TRANSMITTAL

TO ACCOMPANY CERTIFICATES REPRESENTING SHARES OF COMMON STOCK, PAR
VALUE $4.00, OF CONTINENTAL BANK CORPORATION ("CONTINENTAL") ("CONTINENTAL
COMMON STOCK" OR "CONTINENTAL SHARES") WHEN SUBMITTED PURSUANT TO AN ELECTION
IN CONNECTION WITH THE MERGER OF CONTINENTAL WITH AND INTO BANKAMERICA
CORPORATION ("BAC").

THE INSTRUCTIONS ACCOMPANYING THIS ELECTION FORM AND LETTER OF
TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS ELECTION FORM AND LETTER OF
TRANSMITTAL IS COMPLETED.

Nominee record holders, which include a nominee, trustee or any other
person that holds shares of Continental Common Stock in any capacity whatsoever
on behalf of another person or entity ("Nominees"), are directed to Instruction
13 and, if submitting more than one election, must complete Box A below. Each
record holder, unless such record holder is a Nominee, should indicate such
holder's election in the boxes immediately under "ELECTION" below.

BAC will regard any record holder of Continental Common Stock who has
delivered a written demand for appraisal and who subsequently delivers an
Election Form and Letter of Transmittal to the Exchange Agent as having
withdrawn such demand for appraisal.

The tax consequences to a holder of Continental Common Stock will vary
depending upon, among other things, whether a stock election or cash election
is made. For information as to the federal income tax consequences of
receiving shares of BAC Common Stock or cash in exchange for your shares of
Continental Common Stock, see "THE MERGER--Certain Federal Income Tax
Consequences" in the Proxy Statement-Prospectus dated ___________________, 1994
(the "Proxy Statement-Prospectus") delivered prior hereto. You are urged, in
addition, to consult with your tax advisor.

IF YOUR STOCK CERTIFICATE(S) HAS BEEN EITHER LOST, STOLEN OR DESTROYED AND YOU
REQUIRE ASSISTANCE IN REPLACING IT (THEM), CALL ___________ TOLL-FREE AT
______________ IMMEDIATELY TO RECEIVE INSTRUCTIONS REGARDING REPLACEMENT. SEE
INSTRUCTION 12 BELOW. YOU CANNOT SUBMIT AN EFFECTIVE ELECTION FORM AND LETTER
OF TRANSMITTAL WITHOUT ATTACHING YOUR STOCK CERTIFICATES HERETO.

To Chemical Trust Company of California:

In connection with the merger (the "Merger") of Continental Bank
Corporation ("Continental") with and into BankAmerica Corporation ("BAC") and
pursuant to a Restated Agreement and Plan of Merger, dated as of January 27,
1994, by and between BAC and Continental (the "Merger Agreement"), the
undersigned hereby makes the election or elections set forth herein and
surrenders to you for cancellation, as exchange agent (the "Exchange Agent"),
certificates representing all of the undersigned's shares of Continental Common
Stock (the "Continental Shares") listed below in exchange for either (i) the
right to receive a number of shares of BAC Common Stock equal to the sum of (A)
0.4158 and (B) the quotient obtained by dividing $18.375 by the Final BAC Stock
Price (determined as provided below) (the "Stock Consideration"), or (ii) the
right to receive an amount in cash without interest equal to the sum of (A)
$18.375 and (B) the product of 0.4158 and the Final BAC Stock Price (the "Cash
Consideration"). In addition, it is understood that the Exchange Agent will
pay cash in lieu of any fractional shares of the Stock Consideration in
connection with the Merger. As

-1-
<PAGE> 2
used herein, the term "Merger Consideration" refers to the Stock Consideration,
the Cash Consideration and any cash payable in lieu of fractional shares.

The undersigned understands that the election referred to above is
subject to certain terms, conditions and limitations that have been set forth
in the Merger Agreement (including, but not limited to, the fact that the Stock
Consideration and the Cash Consideration are subject to adjustment if the Final
BAC Stock Price is below $36.16 or above $55.84), Instructions on the reverse
side hereof and the Proxy Statement-Prospectus. The Merger Agreement is
included as Annex A to the Proxy Statement-Prospectus. Extra copies of this
Election Form and Letter of Transmittal and the Proxy Statement-Prospectus may
be requested from Chemical Trust Company of California, as Exchange Agent, at
the addresses or phone number shown below. The filing of this Election Form
and Letter of Transmittal is acknowledgment of the receipt of the Proxy
Statement-Prospectus.

The undersigned hereby represents and warrants that the undersigned is
as of the date hereof, and will be as of the effective date of the Merger, the
registered holder of the Continental Shares, with good title to the
above-described Continental Shares and full power and authority to sell, assign
and transfer the Continental Shares represented by the enclosed certificates,
free and clear of all liens, claims and encumbrances, and not subject to any
adverse claims. The undersigned will, upon request, execute any additional
documents necessary or desirable to complete the surrender and exchange of such
Continental Shares. The undersigned hereby irrevocably appoints the Exchange
Agent, as agent of the undersigned, to effect the exchange pursuant to the
Merger Agreement and the Instructions on the reverse side hereof. All
authority conferred or agreed to be conferred in this Election Form shall be
binding upon the successors, assigns, heirs, executors, administrators and
legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned.

ELECTION

Check the appropriate box below to make an election (i) to have each
of your shares of Continental Common Stock converted into the right to receive
a number of shares of common stock of BAC, par value $1.5625 per share ("BAC
Common Stock"), equal to the sum of (A) 0.4158 and (B) the quotient obtained by
dividing $18.375 by the Final BAC Stock Price (determined as provided below) (a
"Stock Election"), OR (ii) to have each of your shares of Continental Common
Stock converted into the right to receive an amount in cash without interest
equal to the sum of (A) $18.375 and (B) the product of 0.4158 and the Final BAC
Stock Price (determined as provided below) (a "Cash Election"), OR (iii) to
indicate no election:

<TABLE>
<S> <C> <C> <C>
TO BE COMPLETED BY ALL HOLDERS / / STOCK ELECTION
EXCEPT NOMINEES HOLDING SHARES ON
BEHALF OF MORE THAN ONE PERSON OR
ENTITY. SUCH NOMINEES MUST USE CHECK ONLY ONE BOX / / CASH ELECTION
BOX A BELOW TO MAKE VALID
ELECTIONS.
/ / NO ELECTION

</TABLE>

CHEMICAL TRUST COMPANY OF CALIFORNIA, ACTING AS EXCHANGE AGENT,
RESERVES THE RIGHT TO DEEM THAT YOU HAVE CHECKED THE "NO ELECTION" BOX IF:

A. NO CHOICE IS INDICATED ABOVE;

B. YOU FAIL TO FOLLOW THE INSTRUCTIONS ON THIS ELECTION FORM
(INCLUDING SUBMISSION OF YOUR CONTINENTAL STOCK CERTIFICATES)
OR OTHERWISE FAIL TO PROPERLY MAKE AN ELECTION; OR

-2-

<PAGE> 3
C. A COMPLETED ELECTION FORM (INCLUDING SUBMISSION OF YOUR
CONTINENTAL STOCK CERTIFICATES) IS NOT ACTUALLY RECEIVED BY
THE ELECTION DEADLINE.

The "Final BAC Stock Price" is determined by calculating the average
of the closing prices per share of BAC Common Stock as reported on the New York
Stock Exchange, Inc. ("NYSE") composite transactions tape for the ten
consecutive days on which shares of BAC Common Stock are traded on the NYSE
ending on the tenth calendar day immediately prior to the anticipated effective
date of the Merger ( , 1994). The Final BAC Stock Price will not be
determined as of the Election Deadline.

Because a fixed number of shares of BAC Common Stock will be issued in
the Merger, there can be no assurance that each Continental stockholder will
receive the form of consideration which such holder elects. If the elections
result in an oversubscription of either the Stock Consideration or the Cash
Consideration, the procedures for allocating BAC Common Stock and cash set
forth in the Merger Agreement and described in the Proxy Statement-Prospectus
will be followed by the Exchange Agent. See "THE MERGER--Election Procedures"
and "--Allocation" in the Proxy Statement-Prospectus and Instruction 3 hereto.

Each holder of at least 10,000 shares of Continental Common Stock who
elects to receive BAC Common Stock or cash in the Merger may also elect to have
such holder's shareholdings divided into blocks of 5,000 shares of Continental
Common Stock, with any remaining shares being added to one of the 5,000 share
blocks (the "Stock Blocks"), for purposes of the allocation procedures
discussed above.

<TABLE>
<S> <C> <C> <C>
TO BE COMPLETED BY HOLDERS OF AT / / I WISH TO HAVE MY
LEAST 10,000 SHARES OF ----
CONTINENTAL COMMON STOCK, EXCEPT CHECK ONLY ONE BOX / / SHAREHOLDINGS DIVIDED INTO STOCK
NOMINEES HOLDING SHARES ON BEHALF (If you do not check BLOCKS FOR PURPOSES OF ALLOCATION
OF MORE THAN ONE PERSON OR a box your OF CONSIDERATION IN THE MERGER.
ENTITY. SUCH NOMINEES MUST USE shareholdings will
BOX A BELOW TO REQUEST DIVISION not be divided into / / I DO NOT WISH TO HAVE
OF SHARES INTO STOCK BLOCKS. stock blocks.) -----------
/ / MY SHAREHOLDINGS DIVIDED INTO
STOCK BLOCKS FOR PURPOSES OF
ALLOCATION OF CONSIDERATION IN
THE MERGER.

</TABLE>

Prior to the Election Deadline (specified in Instruction 1), this
Election Form and Letter of Transmittal should be (i) completed and signed in
the space provided below and on the Substitute Form W-9 or the Substitute Form
W-8 and (ii) mailed or delivered with your certificates representing shares of
Continental Common Stock to the Exchange Agent at either of the following
addresses:

<TABLE>
<S> <C> <C>
BY MAIL: FOR INFORMATION CALL: BY HAND/OVERNIGHT COURIER:

Chemical Bank (____) ________________ Chemical Bank
Reorganization Department 55 Water Street
P.O. Box 3085 Second Floor--Room 234
G.P.O. Station New York, New York 10041
New York, New York 10116-3085 Attn: Reorganization Department
</TABLE>

The method of delivery of the certificates representing the Continental
Shares and all other required documents is at the election and risk of the
owner; however, if the stock certificates are sent by mail, it is recommended
that they be sent by certified mail, appropriately insured, with return receipt
requested.

-3-

<PAGE> 4
DESCRIPTION OF SHARES OF CONTINENTAL COMMON STOCK ENCLOSED

<TABLE>
<S> <C>
Name and Address of Registered Holder(s)
(Please fill in, if blank, exactly as Name Certificate(s) Enclosed
appears on Certificate(s)) (Please list below--
attach additional list if necessary)

Certificate Number of
Number(s) Shares
___________________ _______________
___________________ _______________
___________________ _______________
___________________ _______________
___________________ _______________
___________________ _______________
___________________ _______________
___________________ _______________

Total Number of Shares: _______________

</TABLE>

BOX A: TO BE COMPLETED ONLY BY NOMINEES SUBMITTING MULTIPLE ELECTIONS. FOR
SUCH PURPOSES, A NOMINEE INCLUDES A NOMINEE, TRUSTEE OR ANY OTHER PERSON THAT
HOLDS SHARES OF CONTINENTAL COMMON STOCK IN ANY CAPACITY WHATSOEVER ON BEHALF
OF MORE THAN ONE PERSON OR ENTITY.

If this Box A is completed, the undersigned, acting for itself and as
nominee, trustee or in another representative capacity on behalf of another
person or entity, hereby submits the following elections and attaches share
certificates for all shares held of record by the undersigned (attach
additional sheets if necessary).

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Check One: Check (if applicable):

Election to Divide Shareholdings
into Stock Blocks for Purposes
of Allocation of Consideration
(if this box is not checked the
Total Number of relevant shareholdings will not
Number of Continental Shares Cash Stock No be divided into Stock Blocks)
Election(s) Subject to Election Election Election Election
_________________________________________________________________________________________________________
1
_________________________________________________________________________________________________________
2
_________________________________________________________________________________________________________
3
_________________________________________________________________________________________________________
4
_________________________________________________________________________________________________________
5
_________________________________________________________________________________________________________
6
_________________________________________________________________________________________________________
7
_________________________________________________________________________________________________________
</TABLE>

Unless otherwise indicated below under "SPECIAL ISSUANCE AND PAYMENT
INSTRUCTIONS," in exchange for the enclosed certificates, the undersigned
requests delivery of the Merger Consideration. Similarly, unless otherwise
indicated under "SPECIAL DELIVERY INSTRUCTIONS," the undersigned requests that
the Merger Consideration be mailed to the undersigned at the address shown
above. In the event that both the "SPECIAL DELIVERY INSTRUCTIONS" and the
"SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS" are completed, please issue the
Merger Consideration, as the case may be, in the name of, and mail the Merger
Consideration to, the person or entity so indicated at the address so
indicated. Appropriate signature guarantees have been included with respect
to Continental Shares for which Special Delivery Instructions and/or Special
Issuance and Payment Instructions have been given.

-4-

<PAGE> 5
In the event that Continental elects to terminate the Merger Agreement
and BAC does not elect to act so as to prevent such termination as provided in
the Merger Agreement, the Exchange Agent will promptly return stock
certificates representing shares of Continental Common Stock previously
submitted with Election Forms and Letters of Transmittal. In such event,
shares of Continental Common Stock held through The Depository Trust Company
are expected to be available for sale or transfer promptly following BAC's
decision not to act so as to prevent the termination of the Merger Agreement in
light of Continental's election to so terminate; however, certificates
representing shares of Continental Common Stock held directly by Continental
Common Stockholders will be returned by registered mail (with attendant delay).
The Exchange Agent and BAC have agreed to use their commercially reasonable
efforts to cooperate with Continental and Continental Common Stockholders to
facilitate return of certificates representing shares of Continental Common
Stock in the event of such termination, but return other than by registered
mail will only be made at the expense, written direction and risk of
Continental Common Stockholders, accompanied by a pre-paid, pre-addressed
return courier envelope sent to the Exchange Agent.

SPECIAL ISSUANCE AND PAYMENT
INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5 and 10)

To be completed ONLY if the certificate representing the Stock Consideration or
the check representing the Cash Consideration or cash in lieu of fractional
shares, as the case may be, is to be issued in the name of and mailed to
someone other than the undersigned. NOTE: THE PERSON NAMED IN THESE SPECIAL
ISSUANCE AND PAYMENT INSTRUCTIONS MUST BE THE PERSON WHO COMPLETES THE
SUBSTITUTE FORM W-9. IF ALL PERSONS NAMED QUALIFY AS EXEMPT FOREIGN PERSONS,
ALL PERSONS NAMED MUST COMPLETE THE SUBSTITUTE FORM W- 8.

Issue the certificate representing the Stock Consideration or the check
representing the Cash Consideration or cash in lieu of fractional shares to:

Name _______________________________________________________________________
(Please Print)

Address_____________________________________________________________________

____________________________________________________________________________
(Include Zip Code)

-5-

<PAGE> 6
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4 AND 10)

To be completed ONLY if the certificate representing the Stock Consideration or
the check representing the Cash Consideration or cash in lieu of fractional
shares, as the case may be, issued in the name of the undersigned is to be sent
to someone other than the undersigned or to the undersigned at an address other
than that shown above.

MAIL THE CERTIFICATE REPRESENTING THE STOCK CONSIDERATION OR THE CHECK
REPRESENTING THE CASH CONSIDERATION OR CASH IN LIEU OF FRACTIONAL SHARES TO:

Name________________________________________________________________________
(Please Print)

Address_____________________________________________________________________

____________________________________________________________________________
(Include Zip Code)

The undersigned represents and warrants that the undersigned has full
power and authority to transfer the Continental Shares surrendered hereby and
that the transferee will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the shares are accepted for exchange by the
Exchange Agent. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or BAC to be necessary and
desirable to complete the transfer of the Continental Shares surrendered
hereby.

Dated:______________________________________________________________, 19__
PLEASE SIGN HERE

____________________________________________________________________

Signature(s) of registered holder(s) must be EXACTLY as name(s) appear(s) on
the box headed "Description of Shares of Continental Common Stock Enclosed"
or on the assignment authorizing transfer.

If signed by an attorney, trustee, executor, administrator, guardian, officer
or other person acting in a fiduciary or representative capacity, the
capacity of the person signing should be indicated. (See Instruction 8.)

Dated: ____________________________, 1994

Name(s):

______________________________________________________________________________
(Please Print)

Capacity: ________________________________________________

Area Code and
Telephone Number: ________________________________________

THE EXCHANGE AGENT HAS BEEN INSTRUCTED NOT TO MAKE ANY EXCHANGE OF YOUR
SHARES UNTIL THIS ELECTION FORM AND LETTER OF TRANSMITTAL HAS BEEN EXECUTED
AND DELIVERED TO THE EXCHANGE AGENT.

-6-

<PAGE> 7
PAYER'S NAME: CHEMICAL TRUST COMPANY OF CALIFORNIA

<TABLE>
<S> <C>
SUBSTITUTE FORM W-9 PART 1--PLEASE PROVIDE YOUR TAX- _________________________________
(SEE INSTRUCTION 7) PAYER IDENTIFICATION NUMBER IN Social Security Number
THE BOX AT RIGHT AND CERTIFY BY
PLEASE FILL IN YOUR NAME AND SIGNING AND DATING BELOW _________________________________
ADDRESS BELOW Employer Identification Number

Name (if joint names, list first PART 2--CERTIFICATION--UNDER PART 3--
and circle the name of the person PENALTIES OF PERJURY, I CERTIFY
or entity whose name is entered THAT: Awaiting TIN / /
in Part 1)
(1) The number shown on
_________________________________ this form is my correct Taxpayer
Address (number and street) Identification Number (or I am PART 4--
waiting for a number to be issued
_________________________________ to me) and Exempt / /
City, State and Zip Code
(2) I am not subject to
backup withholding because (a) I
am exempt from backup withholding
or (b) I have not been notified
by the Internal Revenue Service
("IRS") that I am subject to
backup withholding as a result of
a failure to report all interest
or dividends, or (c) the IRS has
notified me that I am no longer
subject to backup withholding.

DEPARTMENT OF THE TREASURY CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2
INTERNAL REVENUE SERVICE above if you have been notified by the IRS that you are subject to
backup withholding because of underreporting interest or dividends on
your tax return. However, if after being notified by the IRS that you
are subject to backup withholding you received another notification
from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2). If you are exempt from backup
withholding, check the box in Part 4 above.

PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN) Signature _________________________________ Date _____________, 1994
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS ELECTION FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER OF
CONTINENTAL WITH AND INTO BAC. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER" FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

________________________________________________________________________________

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number within 60 days, 31% of
all reportable payments made to me thereafter will be withheld until I provide
such number.

_______________________________________ _________________________, 1994
Signature Date

-7-
<PAGE> 8
CERTIFICATE OF FOREIGN STATUS
SUBSTITUTE FORM W-8

PAYER'S NAME: CHEMICAL TRUST COMPANY OF CALIFORNIA

List the names and non-U.S. permanent addresses of all persons who are
neither citizens or residents of the United States nor entities organized in
the United States who are shown on the certificate(s) for Continental Shares.
If at least one joint owner is a citizen or resident of the United States, do
not complete this form. Instead, complete Substitute Form W-9 for the first
joint owner having this status. (Also see the enclosed Guidelines for
Certification of Taxpayer Status.)

Name of Owner_______________________________________________________________

Foreign Permanent Address___________________________________________________

City, Province or State, Postal Code and Country____________________________

Name of Owner_______________________________________________________________

Foreign Permanent Address___________________________________________________

City, Province or State, Postal Code and Country____________________________

Name of Owner_______________________________________________________________

Foreign Permanent Address___________________________________________________

City, Province or State, Postal Code and Country____________________________

CERTIFICATION --Under penalty of perjury, I (we) certify that I am an (we are)
exempt foreign person(s) as set forth in the Guidelines for Certification of
Taxpayer Status.

________________________________ _________________________________
Signature Date

________________________________ __________________________________
Signature Date

-8-

<PAGE> 9
SIGNATURE GUARANTEE
(REQUIRED ONLY IN CASES SPECIFIED IN INSTRUCTION 5)

The undersigned hereby guarantees the signature(s) which appear(s) on this
Election Form and Letter of Transmittal:

________________________________________________________________________________
(Name of Firm Providing Signature Guarantee)
(Please Print)

________________________________________________________________________________
(Authorized Signature)

Dated: ___________________, 1994

-9-
<PAGE> 10
[Reverse Side of Form]

INSTRUCTIONS

Stockholders of Continental will not receive any certificates
representing shares of the Stock Consideration or the check representing the
Cash Consideration or cash in lieu of fractional shares (if any) in exchange
for their certificates representing Continental Shares or any dividends payable
on such shares of BAC Common Stock comprising the Stock Consideration, until
the certificates representing Continental Shares owned by such stockholders are
received by the Exchange Agent at one of the addresses set forth on the front
hereof, together with such documents as the Exchange Agent may require and
until the same are processed for exchange by the Exchange Agent. No interest
will accrue on the Cash Consideration, the cash in lieu of fractional shares or
such dividends. Such dividends will not be reinvested pursuant to BAC's
Shareholder Investment Plan. If your stock certificate(s) is lost, stolen or
destroyed, please refer to Instruction 12 below.

UNLESS THE SPECIAL CIRCUMSTANCES DESCRIBED BELOW IN INSTRUCTION 13
APPLY, A HOLDER OF CONTINENTAL COMMON STOCK MUST CHECK ONE BOX ON THE REVERSE
HEREOF IMMEDIATELY UNDER THE CAPTION "ELECTION" TO MAKE AN EFFECTIVE ELECTION.

You should understand that your election is subject to certain terms,
conditions and limitations that have been set out in the Merger Agreement and
the Proxy Statement-Prospectus. The Merger Agreement is included as Annex A to
the Proxy Statement-Prospectus. Extra copies of the Proxy Statement-Prospectus
may be requested from the Exchange Agent, at the addresses or phone number
shown on the front of these Instructions. The filing of this Election Form and
Letter of Transmittal is acknowledgment of the receipt of the Proxy
Statement-Prospectus.

1. ELECTION DEADLINE. For any election contained herein to be
considered, this Election Form, properly completed, and the related Continental
Common Stock certificates, must be received by the Exchange Agent at one of the
addresses on the front of this Election Form and Letter of Transmittal no later
than 5:00 p.m., Eastern Standard Time, on the twentieth calendar day following
but not including the date of mailing of this Election Form. This Election
Form and Letter of Transmittal is first being mailed on _______________, 1994.
THE ELECTION DEADLINE IS 5:00 P.M., EASTERN STANDARD TIME, ON ______________,
1994. The Exchange Agent will determine whether any Election Form and Letter
of Transmittal is received on a timely basis and whether an Election Form and
Letter of Transmittal has been properly completed.

2. REVOCATION OR CHANGE OF ELECTION FORM. Any Election Form and
Letter of Transmittal may be revoked or changed by written notice from the
person submitting such Election Form and Letter of Transmittal to the Exchange
Agent, but to be effective such notice must be received by the Exchange Agent
at or prior to the Election Deadline. The Exchange Agent will have reasonable
discretion to determine whether any revocation or change is received on a
timely basis and whether any such revocation or change has been properly made.

3. ELECTION PROCEDURES/ALLOCATION. As set forth in the Proxy
Statement-Prospectus, subject to possible adjustment, a fixed number of shares
of BAC Common Stock will be issued in the Merger. Accordingly, there can be no
assurance that each Continental stockholder will receive the form of
consideration which such holder elects. If the elections result in an
oversubscription of either the Stock Consideration or the Cash Consideration,
the procedures for allocating BAC Common Stock and cash set forth in the Merger
Agreement and described in the Proxy Statement-Prospectus will be followed by
the Exchange Agent. Thus, an election made by you may not be honored in
certain circumstances. Each holder of at least 10,000 shares of Continental
Common Stock who elects to receive the Stock Consideration or the Cash
Consideration in the Merger may also elect to have such holder's shareholdings
divided into Stock Blocks for purposes of the allocation of consideration
between BAC Common Stock and cash. See "THE MERGER--Election Procedures" and
"--Allocation" in the Proxy Statement-Prospectus.

-10-
<PAGE> 11
4. NO FRACTIONAL INTERESTS. No certificate representing a fraction
of a full share of BAC Common Stock will be issued. In lieu thereof, the
Exchange Agent will remit on BAC's behalf cash without interest in an amount
equal to the product of (i) such fraction of a share of BAC Common Stock, if
any, to which any Continental stockholder would otherwise be entitled and (ii)
the closing price of one share of BAC Common Stock at the close of business on
the trading day next preceding the Effective Time as reported by The Wall
Street Journal under the heading "New York Stock Exchange Composite
Transactions." No such holder shall be entitled to dividends, voting rights or
any other rights in respect to any fractional share.

5. GUARANTEE OF SIGNATURES. Signatures on this Election Form and
Letter of Transmittal must be guaranteed in accordance with Rule 17 Ad-15
promulgated under the Securities Exchange Act of 1934 by a firm that is a
member of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., by a commercial bank or trust company
having an office or correspondent in the United States or by an international
bank, securities dealer, securities broker or other financial institution
licensed to do business in its home country (an "Eligible Institution") unless
(i) the Election Form and Letter of Transmittal is signed by the registered
holder(s) of the Continental Shares tendered therewith and such holder(s) have
not completed the "Special Issuance and Payment Instructions" above or (ii) the
Continental Shares described above are delivered for the account of an Eligible
Institution. IN ALL OTHER CASES ALL SIGNATURES MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION. Public notaries cannot execute acceptable guarantees of
signatures.

6. DELIVERY OF ELECTION FORM AND CERTIFICATES. This Election Form
and Letter of Transmittal, properly completed and duly executed, together with
the certificate(s) representing the Continental Shares, should be delivered to
the Exchange Agent at one of the addresses set forth on the front hereof.

7. INADEQUATE SPACE. If the space provided herein is inadequate, the
stock certificate numbers and the numbers of Continental Shares represented
thereby should be listed on additional sheets attached hereto.

8. SIGNATURES ON ELECTION FORM, STOCK POWERS AND ENDORSEMENTS.

(a) All signatures must correspond exactly with the name written on
the face of the stock certificate(s) without alteration, variation or any
change whatsoever.

(b) If the stock certificate(s) surrendered hereby is owned of record
by two or more joint owners, all such owners must sign this Election Form and
Letter of Transmittal.

(c) If any surrendered Continental Shares are registered in different
names on several stock certificates, it will be necessary to complete, sign and
submit as many separate Election Forms and Letters of Transmittal as there are
different registrations of stock certificates.

(d) If this Election Form is signed by a person(s) other than the
registered holder(s) of the certificates listed (other than as set forth in
paragraph (e) below), the certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name of the
registered holder(s) appears on the certificate.

(e) If the Election Form and Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity
and such person is not the registered stockholder, he or she must indicate the
capacity when signing and must submit proper evidence of his or her authority
to act.

-11-
<PAGE> 12
9. STOCK TRANSFER TAXES. In the event that any transfer or other
taxes become payable by reason of the issuance of the Merger Consideration in
any name other than that of the record holder, such transferee or assignee must
pay such tax to the Exchange Agent or must establish to the satisfaction of the
Exchange Agent that such tax has been paid.

10. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Indicate the name
and/or address of the person(s) to whom the Stock Consideration or the check
representing the Cash Consideration or cash in lieu of fractional shares (if
any) is to be issued and sent, if different from the name and/or address of the
person(s) signing this Election Form and Letter of Transmittal.

11. WITHHOLDING. Each surrendering stockholder is required to
provide the Exchange Agent with such holder's correct Taxpayer Identification
Number ("TIN") on the Substitute Form W-9 on the front hereof and to certify
whether the stockholder is subject to backup withholding. Failure to provide
the information on the form may subject the surrendering stockholder to 31%
federal income tax withholding on payments made to such surrendering
stockholder with respect to the Continental Shares and on future dividends paid
by BAC. A holder must cross out item (2) in the Certification box in Part 2 of
Substitute Form W-9 if such holder has been notified by the Internal Revenue
Service that such holder is currently subject to backup withholding. The box
in Part 3 of the form should be checked if the surrendering holder has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the
near future. If the box in Part 3 is checked and the Exchange Agent is not
provided with a TIN within 60 days thereafter, BAC will withhold 31% of all
such payments and dividends until a TIN is provided to the Exchange Agent. If
the owners of the Continental Shares are all exempt foreign persons, reporting
to the IRS is not required. However, in order to be exempt from the reporting
and backup withholding requirements, each owner of the Continental Shares must
sign the Substitute Form W-8 as set forth on this Letter of Transmittal and
certify, under penalties of perjury, their exempt foreign status.

12. LOST, STOLEN OR DESTROYED CERTIFICATES. If your stock
certificate(s) has been either lost, stolen or destroyed, a completed affidavit
of loss must be submitted to the Exchange Agent prior to the Election Deadline
in order for you to make a valid election. You are urged to call
______________ toll-free at _______________ immediately to receive instructions
as to the steps you must take in order to effect an exchange of your shares of
Continental Common Stock.

13. HOLDERS WHO ARE NOMINEES, TRUSTEES OR OTHER REPRESENTATIVES.
Each holder of record is entitled to make an election and submit an Election
Form covering all shares of Continental Common Stock actually held of record by
such holder. Nominee record holders, which include nominees, trustees or any
other person that holds shares of Continental Common Stock in any capacity
whatsoever on behalf of more than one person or entity, are entitled to make an
election for such nominee record holders as well as an election on behalf of
each beneficial owner of shares of Continental Common Stock held through such
nominee record holders, but such elections must be made on one Election Form.
Beneficial owners who are not record holders are not entitled to submit
Election Forms. Persons submitting an Election Form and Letter of Transmittal
on behalf of a registered stockholder as trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or acting in another
fiduciary or representative capacity should refer to Instruction 8 above.

14. MISCELLANEOUS. Neither BAC nor the Exchange Agent is under any
duty to give notification of defects in any Election Form and Letter of
Transmittal. BAC and the Exchange Agent shall not incur any liability for
failure to give such notification, and each of BAC and the Exchange Agent has
the absolute right to reject any and all Election Forms and Letters of
Transmittal not in proper form or to waive any irregularities in any Election
Form and Letter of Transmittal.

15. INFORMATION AND ADDITIONAL COPIES. Information and additional
copies of this Election Form may be obtained by writing to Chemical Trust
Company of California, _______________________________________________,
Attention: _______________________________, or by telephoning toll-free
_____________________.

-12-
<PAGE> 13

IMPORTANT TAX INFORMATION

Under the Federal income tax law, the Exchange Agent is required to
filed a report with the Internal Revenue Service ("IRS") disclosing any
payments of cash being made to each holder of certificates formerly
representing Continental Shares pursuant to the Restated Agreement and Plan of
Merger and to impose 31% backup withholding if required. If the correct
certifications on Substitute Form W-9 or Substitute Form W-8 are not provided,
a $50 penalty may be imposed by the IRS and payments made for Continental
Shares or for surrender of fractional certificate(s) may be subject to backup
withholding of 31%. Withholding is also required if the IRS notifies the
recipient that they are subject to backup withholding as a result of a failure
to report interest and dividends.

In order to avoid backup withholding of Federal income tax resulting
from a failure to provide a correct certification, a United States (U.S.)
citizen or resident or other U.S. entity must, unless an exemption applies,
provide the Exchange Agent with his correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 as set forth on this Letter of Transmittal.
Such person must certify under penalties of perjury that such number is correct
and that such holder is not otherwise subject to backup withholding. The TIN
that must be provided is that of the registered holder of the certificate(s) or
of the last transferee appearing on the transfers attached to or endorsed on
the certificate(s) (or, if a check is made payable to another person as
provided in the box entitled "SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS," then
the TIN of such person). If the owners of Continental Shares are all exempt
foreign persons, reporting to the IRS is not required. However, in order to be
exempt from the reporting and backup withholding requirements, each owner of
the Continental Shares must sign the Substitute Form W-8 as set forth on this
Letter of Transmittal and certify, under penalties of perjury, their exempt
foreign status.

Backup withholding is not an additional Federal income tax. Rather,
the federal income tax liability of a person subject to backup withholding will
be the amount of tax withheld. If backup withholding results in an overpayment
of taxes, a refund may be obtained from the IRS.

Please read the enclosed Guidelines for Certification of Taxpayer
Status for additional important information on how to complete the Substitute
Form W-9 and the Substitute Form W-8.

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<PAGE> 1

EXHIBIT 99.2

PROXY

1994 ANNUAL MEETING OF STOCKHOLDERS OF CONTINENTAL BANK CORPORATION

THOMAS C. THEOBALD, RICHARD S. BRENNAN and KEVIN J. HALLAGAN, and each of them,
are hereby appointed attorneys and proxies, with full power of substitution, to
vote all shares of stock the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Continental Bank Corporation, to be held in the
Arthur Rubloff Auditorium of The Art Institute of Chicago, Columbus Drive and
East Monroe Street, Chicago, Illinois, on June 27, 1994, at 10:00 a.m.,
Chicago time, and at any adjournments or postponements thereof, as follows,
hereby revoking any proxy heretofore given.

Continued and to be signed on reverse side

<PAGE> 2
THIS PROXY WILL BE VOTED AS DIRECTED,
OR IF NO CHOICE IS INDICATED, WILL BE VOTED FOR ITEMS 1, 2 AND 3.

A vote FOR the following matters described in the Proxy Statement for the
Meeting is recommended:

1. ADOPTION OF MERGER AGREEMENT WITH BANKAMERICA CORPORATION AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING PROVISIONS BENEFITING
DIRECTORS, OFFICERS AND EMPLOYEES OF CONTINENTAL:

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

2. ELECTION OF 13 DIRECTORS:

FOR all nominees WITHHOLD
listed (except AUTHORITY
as marked to vote for all
to the contrary). nominees listed.

[ ] [ ]

Bert A. Getz, Thomas A. Gildehaus, Robert B. Goergen, William M. Goodyear,
Richard L. Huber, Miles L. Marsh, Roger H. Morley, Michael J. Murray, Linda
Johnson Rice, John M. Richman, Gordon I. Segal, Thomas C. Theobald and James L.
Vincent. (INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)

_______________________________________________________________________________

3. APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS:

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

4. In their discretion on such other matters as may properly come before the
meeting, all as set out in the Notice and Proxy Statement-Prospectus
relating to the meeting, receipt of which is hereby acknowledged.

I plan to attend the meeting.

[ ]

Dated: _________________________________________________________________, 1994

_____________________________________________________________________________

Please sign exactly as name appears hereon. If stock is owned by more than one
person, all owners should sign. If signing as attorney, administrator,
executor, guardian, trustee or in other representative capacity, please
indicate such capacity. A proxy given by a corporation should be signed by an
authorized officer.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION