SECURITY PACIFIC CORPORATION

                 STOCK-BASED INCENTIVE AWARD PLAN

                            As Amended















                                    Last Amended November 3, 1997




Board of Directors                                 April 27, 1992
BankAmerica Corporation


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

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

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

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

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

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

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

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

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

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

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

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



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

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



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



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




                   SECURITY PACIFIC CORPORATION

                 STOCK-BASED INCENTIVE AWARD PLAN

I.  DEFINITIONS.

     1.1  Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

II. THE PLAN.

     2.1  Purpose.

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

     2.2  Administration.

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

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

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

     2.3  Participation.

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

     2.4  Stock Subject to this Plan.

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

     2.5  Grants of Awards.

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

III. OPTIONS.

     3.1  Grants.

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

     3.2  Option Price.

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

     3.3  Option Period.

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

     3.4  Exercise of Options.

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

     3.5  Limitations on Grant of Incentive Stock Options.

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

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

     3.6  Deferral of Option Gain.

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


IV. STOCK APPRECIATION RIGHTS.

     4.1  Grants.

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

     4.2  Exercise of Stock Appreciation Rights.

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

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

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

     4.3  Payment.

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

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

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

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

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

V.  RESTRICTED STOCK AWARDS.

     5.1  Grants.

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

     5.2  Restrictions.

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

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

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

VI. PERFORMANCE SHARE AWARDS.

     6.1  Grants.

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

VII.  OTHER PROVISIONS.

     7.1  Rights of Eligible Employees, Participants and
Beneficiaries. 

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

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

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

     7.2  Adjustments upon Changes in Capitalization.

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

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

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

     7.3  Termination of Employment.

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

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

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

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

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

     7.4  Acceleration of Awards.

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

     7.5  Continuation of Employment.

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

     7.6  Government Regulations.

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

     7.7  Tax Withholding.

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

     7.8  Amendment, Termination and Suspension.

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

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

     7.9  Privileges of Stock Ownership; Nondistributive Intent.

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

     7.10 Effective Date of this Plan.

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

     7.11 Term of this Plan.

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

     7.12 Governing Law.

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

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

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

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

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

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

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

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

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

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

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

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

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