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                                                                    Exhibit 10.e

                [LOGO OF BANK OF AMERICA]


                BANKAMERICA CORPORATION
                PERFORMANCE EQUITY PROGRAM











                                                 AS ADOPTED FEBRUARY 3, 1997 AND
                                                AMENDED THROUGH FEBRUARY 2, 1998
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              BANKAMERICA CORPORATION PERFORMANCE EQUITY PROGRAM

                               TABLE OF CONTENTS

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

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

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

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

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

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

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

                                    ARTICLE I
                                    GENERAL

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

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

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

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

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

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

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

        1.5   Limitation on Options and Limited SARs Awardable to Any Single
Participant.  The maximum number of shares of Common Stock underlying Options
and Limited SARs that may be awarded under the 

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Plan to any single Participant during any calendar year is 1,000,000.

                                       2
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                                  ARTICLE II
                                  DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       5
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        2.13  "Employment" means employment (including an authorized leave of
absence) with the Company.

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

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

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

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

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

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

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

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

                                       6
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under the Plan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       8
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determined in clause (a) and the value determined in clause (d).   

        In the event any non-cash dividend or distribution is made to holders
of shares, the Committee shall, in its sole discretion, determine the value of
such dividend or distribution, which amount shall be assumed to be reinvested
in the manner provided for in clause (b) above.

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

                                       9
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                                  ARTICLE III
                                 STOCK OPTIONS

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

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

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

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

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

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

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

              3.3.2  Initial Grant to Impact Level 1 Officers. One-half of the
Grant Value of the Initial Grant to Participants who are Impact Level 1 Officers
shall consist of Market Price Options. In determining such Grant Value, the
Committee shall take into account any options granted on the same Grant Date

                                       10
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under the BankAmerica Corporation 1992 Management Stock Plan to such
Participants. One-half of the Grant Value of the Initial Grant to Participants
who are Impact Level 1 Officers shall consist of Premium Price Options. The
Exercise Prices of the Initial Grant of Premium Price Options shall be the same
as in Section 3.3.1.

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

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

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

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

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

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

              (c)    With respect to a Premium Price Option with an Exercise
Price 50 percent above the average Fair Market Value of the shares for the 10
consecutive Trading Days immediately prior to the Initial Grant Pricing Date,
100 percent of the shares shall become exercisable on the 10th Trading Day
(occurring within a period of 20 consecutive Trading Days) on which the Fair
Market Value of the Common Stock is at least equal to the

                                       11
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Exercise Price, provide that such 10th Trading Day occurs not later than six
years after the Grant Date.

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

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

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

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

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

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

              3.4.4  Initial Grant of Premium Price Options - Effect 

                                      12
<PAGE>
 
of Death or Disability. If a Participant incurs a Termination of Employment on
account of death or Disability, 100 percent of all Premium Price Options shall
remain outstanding, subject to Section 3.5, after the date of the Participant's
death or Disability.

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

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

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

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

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

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

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

              3.5.1  Premium Price Options.

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

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

              (c)    The date of the Participant's Termination of Employment for
any reason other than Early Retirement, Normal

                                       13
<PAGE>
 
Retirement, Disability, death or involuntary termination without Cause six
months or more after the Grant Date, unless the Committee determines in its sole
discretion to permit the Option to remain outstanding after such date for a
period specified by the Committee.

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

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

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

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

              3.5.2 Market Price Options.

              (a)    The expiration of 10 years from the Grant Date or such
shorter period as the Committee shall determine and specify in the Award
Agreement.
              (b)    The date of the Participant's Termination of Employment for
any reason within six months of the Grant Date (i) except as provided in
(e) and (ii) in the case of death, unless the Committee determines in
its sole discretion to permit all or a part of the Option to become
exercisable after such date for a period specified by the Committee.

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

              (d)    The expiration of three years from the date of

                                       14
<PAGE>
 
Participant's Termination of Employment for reasons of Early Retirement,
Normal Retirement or death six months or more after the Grant Date. In
the case of Early Retirement or death, only the portion of the option
which was fully exercisable upon such Termination of Employment shall
remain exercisable, unless the Committee determines in its sole
discretion to permit the Participant to exercise all or part of the
Option after such date. In the case of Normal Retirement, 100 percent of
the Option shall be exercisable.

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

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

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

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

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

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

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

        3.8   Deferral of Option Gain.  The Committee may permit a Participant
to elect to defer the receipt of the shares of Common Stock upon exercise of an
Option under such rules as the Committee may determine in its sole discretion.
If such an election is made, upon exercise of the Option, the Company shall 

                                       15
<PAGE>
 
not direct BankAmerica's transfer agent to register the shares of Common Stock
in the name of the Participant until the date determined under the Committee's
rules and the Participant's election.

                                       16
<PAGE>
 
                                  ARTICLE IV
                                 LIMITED SARS

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

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

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

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

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

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

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

                                       17
<PAGE>
 
              (a)    The amount by which the Fair Market Value of a share of
Common Stock on the date of exercise exceeds the Exercise Price.

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

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

                                       18
<PAGE>
 
                                    ARTICLE V
                          SHARES SUBJECT TO THE PLAN

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

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

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

        5.4   General Restriction.  Each Award under the Plan shall be subject
to the requirement that, if at any time the Committee shall determine that (a)
the listing, registration or qualification of the shares of Common Stock subject
or related thereto upon any securities exchange or under any state or federal
law, (b) the consent or approval of any government regulatory body, or (c) an
agreement by the recipient of an Award with respect to the disposition of shares
of Common Stock, is necessary or desirable as a condition of, or in connection
with, the making of an Award or the issue, delivery or purchase of 

                                       19
<PAGE>
 
shares of Common Stock thereunder, then such Award shall not be consummated in
whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.

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

                                       20
<PAGE>
 
                                  ARTICLE VI
                         AMENDMENT AND ADMINISTRATION

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

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

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

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

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

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

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

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

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

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

              6.2.2  The Awards under the Plan are intended to qualify as
performance-based compensation within the meaning of 

                                      21
<PAGE>
 
Section 162(m) of the Internal Revenue Code, and the Plan provisions
shall be interpreted accordingly.

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

                                       22
<PAGE>
 
                                  ARTICLE VII
                               OTHER PROVISIONS

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

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

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

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

        7.5   Bona Fide Gifts.

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

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

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

                                      23
<PAGE>
 
        7.6    Nonassignability. No person shall have any right to sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, hypothecate or
convey in advance of actual receipt an Award, if any, granted or payable under
the Plan, or any part thereof, or any interest therein, other than by (a) will,
(b) the laws of descent and distribution, or (c) to the limited extent provided
for in Sections 7.3, 7.4 and 7.5. Except for the limited extent provided for in
Section 7.4, no portion of an Award nor the amounts payable shall, prior to
actual payment, be subject to seizure, attachment, lien or sequestration for the
satisfaction of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law in the
event of the Participant's or any other person's bankruptcy or insolvency. Any
such transfer or attempted transfer in violation of the preceding provisions
shall be considered null and void.

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

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

        7.8   Withholding Tax.  The Company shall withhold from all benefits due
under the Plan an amount sufficient to satisfy any 

                                       24
<PAGE>
 
federal, state and local tax withholding requirements. The Committee may, in its
sole discretion and pursuant to such procedures as it may specify from time to
time, permit a Participant to satisfy such tax withholding obligation, in whole
or in part, by (a) electing to have the Company withhold otherwise deliverable
shares of Common Stock, or (b) delivering to the Company already-owned Shares of
the Common Stock having a Fair Market Value equal to the amount required to be
withheld.

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

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

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

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

                                       25