<PAGE>
 
                                                                    Exhibit 10.k

                           [LOGO OF BANKAMERICA(R)]



               BANKAMERICA DEFERRED COMPENSATION PLAN
               (As amended and restated effective January 1, 1997)



                                            As amended through November 19, 1997


<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                                                                     <C>

ARTICLE I   ..............................................................................................................  1
      1.1   Name........................................................................................................... 1
      1.2   Purpose........................................................................................................ 1
      1.3   Status Under ERISA............................................................................................. 1

ARTICLE II................................................................................................................. 2
      2.1   Annual Incentive Award......................................................................................... 2
      2.2   Annual Incentive Plan.......................................................................................... 2
      2.3   Compensation................................................................................................... 2
      2.4   Deferred Compensation Account or Account....................................................................... 2
      2.5   Eligible Employee.............................................................................................. 2
      2.6   Employee....................................................................................................... 3
      2.7   Employer....................................................................................................... 3
      2.8   Employment..................................................................................................... 3
      2.9   Enrollment Period.............................................................................................. 3
     2.10   Executive Officer.............................................................................................. 3
     2.11   401(k) Investment Plan......................................................................................... 3
     2.12   Internal Revenue Code.......................................................................................... 3
     2.13   Participant.................................................................................................... 3
     2.14   Participating Employer......................................................................................... 3
     2.15   Plan or Deferred Compensation Plan............................................................................. 3
     2.16   Plan Administrator............................................................................................. 4
     2.17   Plan Year...................................................................................................... 4
     2.18   Prior Plan..................................................................................................... 4
     2.19   Salary......................................................................................................... 4
     2.20   Service Center................................................................................................. 4
     2.21   United States.................................................................................................. 4

ARTICLE III................................................................................................................ 5
      3.1   Submission of Deferral Election................................................................................ 5
      3.2   Amount of Compensation Which May be Deferred................................................................... 5
      3.3   Deferral of Compensation....................................................................................... 6
      3.4   Vesting........................................................................................................ 6

ARTICLE IV................................................................................................................. 7
      4.1   Deferred Compensation Account.................................................................................. 7
      4.2   Special Definitions............................................................................................ 7
      4.3   Allocation of Existing Account Balances on 12/31/96 Among Mirror Investment Options............................ 8
      4.4   Allocation of New Deferrals Among Mirror Investment Options and Transfers Among Mirror Investment Options...... 8
      4.5   Procedures and Deadlines for Transactions...................................................................... 8
      4.6   Payments Deducted on a Pro Rata Basis from each Mirror Investment Option....................................... 9
      4.7   Other Deferred Compensation Plans.............................................................................. 9
</TABLE>

                                      -i-

<PAGE>
 


<TABLE>

<S>                                                                                                                        <C> 
ARTICLE V..................................................................................................................11
      5.1   Form of Payment............................................................................................... 11
      5.2   Balance less than $10,000..................................................................................... 11
      5.3   Balance of $10,000 or More.................................................................................... 11
      5.4   Payment Election for Termination of Employment................................................................ 11
      5.5   In-Service Payment Election................................................................................... 12
      5.6   Payments due to Hardship...................................................................................... 13
      5.7   Immediate Payment with 10 Percent Forfeiture.................................................................. 13
      5.8   Reemployed Employees.......................................................................................... 13
      5.9   Payments Upon Death of Participant............................................................................ 13
     5.10   Withholding Taxes............................................................................................. 14
     5.11   Temporary Postponement of Payment to Executive Officers....................................................... 14
     5.12   Transition Provisions......................................................................................... 15
     5.13   Distribution income........................................................................................... 15
     5.14   Participants Returning from non-U.S. Locations................................................................ 15

ARTICLE VI................................................................................................................ 16
      6.1   Amendment and Termination..................................................................................... 16
      6.2   Plan Administrator............................................................................................ 16
      6.3   Powers and Duties of Plan Administrator....................................................................... 16
      6.4   Reliance Upon Information..................................................................................... 17
      6.5   Alternative Plans or other Arrangements for U.S. IAs.......................................................... 17

ARTICLE VII............................................................................................................... 18
      7.1   Claims Procedure.............................................................................................. 18
      7.2   Appeal and Review Procedure................................................................................... 18
      7.3   Exhaustion of Remedies........................................................................................ 19

ARTICLE VIII.............................................................................................................. 20
      8.1   Source of Payments............................................................................................ 20
      8.2   Prohibition on Alienation..................................................................................... 20
      8.3   Not a Contract of Employment.................................................................................. 20
      8.4   Headings Not to Control....................................................................................... 20
      8.5   Separability of Plan Provisions............................................................................... 20
      8.6   Applicable Law................................................................................................ 20
      8.7   Entire Plan................................................................................................... 20
</TABLE>

                                     -ii-
<PAGE>
 
                                   ARTICLE I
                                   ---------
                                NAME AND PURPOSE
                                ----------------


          1.1  Name. This document shall be known as the BankAmerica Deferred
               ----                                                           
Compensation Plan (the "Deferred Compensation Plan" or "Plan").  Effective
January 1, 1997, this document constitutes an amendment to and restatement of
the BankAmerica Corporation Deferred Compensation Plan which was adopted on
November 7, 1977 and was amended from time to time thereafter.

          1.2  Purpose. The purpose of the Deferred Compensation Plan is to
               -------                                                      
provide Eligible Employees with an opportunity to defer the receipt of cash
compensation which would have otherwise been received as Salary or as an Annual
Incentive Award, as such terms are defined in Article II, and to credit the
deferred compensation with a rate of return which mirrors the rates of return
available under the BankAmerica 401(k) Investment Plan.

          1.3  Status Under ERISA. The Deferred Compensation Plan is unfunded
               ------------------                                             
and is maintained for the purpose of providing deferred compensation for a
select group of management or highly compensated employees.

                                      -1-
<PAGE>
 
                                   ARTICLE II
                                   ----------
                                  DEFINITIONS
                                  -----------


     The following terms when used herein shall have the meaning set forth
below, if capitalized.  Unless the context clearly indicates otherwise, words in
the masculine, feminine or neuter gender include the other genders and the
singular includes the plural and vice versa.

          2.1  "Annual Incentive Award" means a discretionary cash incentive
                ----------------------                                      
award under an Annual Incentive Plan which is determined and payable during the
Plan Year.

          2.2  "Annual Incentive Plan" means the BankAmerica Corporation Senior
                ---------------------                                          
Management Incentive Plan, the BankAmerica Corporation Annual Management
Incentive Plan and any other written plan of the Participating Employers which
(a) provides for cash incentive awards determined on a discretionary basis and
(b) is designated by the Plan Administrator as being eligible for deferral into
this Deferred Compensation Plan.

          2.3  "Compensation" means Salary and an Annual Incentive Award.
                ------------                                             

          2.4  "Deferred Compensation Account" or "Account" means the account
                ------------------------------------------                   
described in Section 4.1.

          2.5  "Eligible Employee" means an Employee of a Participating Employer
                -----------------                                               
who satisfies (a), (b) or (c):

               (a) As of the September 30 preceding the applicable Plan Year,
the Employee is based within the United States and satisfies (i), (ii), or
(iii):

                    (i) The Employee is an Executive Officer.

                    (ii) The Employee is classified within Impact Level 1, 2 or
3 under the personnel policy of the Participating Employer.

                    (iii) The Employee has an annual Salary of $100,000 or more.

               (b) As of the September 30 preceding the applicable Plan Year,
the Employee is based outside the United States and is classified as an
International Assignee whose home country is the United States under the
personnel policy of the Participating Employer and qualifies under (ii) or (iii)
of section (a) above, provided that either the Plan Administrator specifically
determines that such eligibility is feasible under applicable non-U.S. law
without adverse tax or other consequences or an alternative plan or other
arrangement has been adopted under Section 6.5.

                                      -2-
<PAGE>
 
               (c) The Employee has been designated as an Eligible Employee for
the Plan Year by the Personnel Relations Officer of BankAmerica Corporation.
 
          2.6  "Employee" means a common law employee of an Employer who is
                --------                                                   
identified as an employee of the Employer in the personnel records of the
Employer.  For example, individuals who are leased from a third party or who are
treated as independent contractors by the Employer are not Employees.

          2.7  "Employer" means BankAmerica Corporation or any other corporation
                --------                                                        
which is a member of the controlled group of corporations (within the meaning of
Section 1563(a) of the Internal Revenue Code without regard to Section
1563(a)(4) and 1563(e)(3)(C)) of which BankAmerica Corporation is a member, but
only after the date such corporation becomes a member of the BankAmerica
Corporation controlled group of corporations.  Employer shall also include any
other subsidiary or affiliate of BankAmerica Corporation designated as a
Participating Employer by BankAmerica Corporation.

          2.8  "Employment" means employment with an Employer.
                ----------                                    

          2.9  "Enrollment Period" means the period in each calendar year
                -----------------                                        
designated by the Plan Administrator during which Eligible Employees make
elections to defer Compensation otherwise payable during the following Plan
Year.

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

          2.11 "401(k) Investment Plan" means the BankAmerica 401(k) Investment
                ----------------------                                         
Plan, as amended from time to time.

          2.12 "Internal Revenue Code" means the Internal Revenue Code of 1986,
                ---------------------                                          
as amended from time to time.

          2.13 "Participant" means an Employee or former Employee who has an
                -----------                                                 
amount credited to a Deferred Compensation Account under the Plan.

          2.14 "Participating Employer" means BankAmerica Corporation and each
                ----------------------                                        
subsidiary or affiliated corporation of BankAmerica Corporation which
participates in the Plan with the approval of BankAmerica Corporation.

          2.15 "Plan" or "Deferred Compensation Plan" means the BankAmerica
                ----      --------------------------                       
Deferred Compensation Plan as set forth in this document and as amended from
time to time.

                                      -3-
<PAGE>
 
          2.16 "Plan Administrator" means the person or persons designated by
                ------------------                                           
the Personnel Relations Officer of BankAmerica Corporation as the Plan
Administrator.

          2.17 "Plan Year" means the calendar year.  The first Plan Year is
                ---------                                                  
1997.

          2.18 "Prior Plan" means each of the following:
                ----------                              

               (a) BankAmerica Corporation Deferred Compensation Plan as in
effect on December 31, 1996.

               (b) Continental Deferred Incentive Plan, as amended and restated
effective January 1, 1992, as further amended October 17, 1994 and as in effect
on December 31, 1996.

               (c) Seafirst Deferred Compensation Plan, as adopted effective
January 1, 1990 and as in effect on December 31, 1996.

               (d) Seafirst Bank Management Incentive Plan, as adopted effective
January 1, 1995 and as in effect on December 31, 1996.

          2.19 "Salary" means the base salary of an Employee.  Salary includes
                ------                                                        
amounts paid as sickness benefits which are designed to replace 100 percent of
the Employee's salary when the Employee is absent from work due to illness or
injury.

          2.20 "Service Center" means the BankAmerica Retirement Plans Service
                --------------                                                
Center, which is the department of Bank of America NT&SA or third party
designated by the Plan Administrator to provide day-to-day administrative
services under the Plan.

          2.21 "United States" means the 50 states, Guam, Puerto Rico and the
                -------------                                                
Virgin Islands.

                                      -4-
<PAGE>
 
                                  ARTICLE III
                         ELECTION TO DEFER COMPENSATION
                         ------------------------------

          3.1  Submission of Deferral Election.  Each Eligible Employee who
               -------------------------------                             
desires to defer the receipt of Compensation otherwise payable during a Plan
Year may do so by filing a deferral election with the Service Center during the
Enrollment Period for that Plan Year.  The deferral election shall be made on
the form specified by the Plan Administrator.  To be effective, the form must be
received by the Service Center during the annual Enrollment Period.  A deferral
election for a Plan Year may not be changed after the end of the Enrollment
Period for that Plan Year.

               (a) Notwithstanding the foregoing, the Personnel Relations
Officer of BankAmerica Corporation may, in his or her sole discretion, permit an
Eligible Employee who commences work, or first qualifies as an Eligible
Employee, after the September 30 preceding a Plan Year to submit a deferral
election after the end of the Enrollment Period, provided such deferral election
form is received by the Service Center prior to the beginning of such Plan Year.
In addition, the Personnel Relations Officer of BankAmerica Corporation may, in
his or her sole discretion, permit an Eligible Employee who commences work
during a Plan Year to submit a deferral election for Salary payable during such
Plan Year, provided such deferral election is submitted no later than 30 days
after Employment commences and applies only to Salary earned after the date such
form is received by the Service Center.

               (b) Except as provided in the following sentence, an Eligible
Employee must file a separate deferral election for each Plan Year. The Plan
Administrator may adopt procedures permitting an Eligible Employee to specify on
the deferral election form that the election shall remain in effect for future
Plan Years unless and until the election is revoked by the Eligible Employee
during the Election Period for a Plan Year.

               (c) Each Eligible Employee who elects to defer Compensation under
the Plan must also consent to the purchase of corporate owned life insurance on
his or her life by Bank of America NT&SA. Bank of America NT&SA shall pay all
premiums and shall be the sole owner and beneficiary of any such policies. Bank
of America NT&SA may use the proceeds from such policies to meet its general
corporate and employee benefit obligations, including, without limitation, to
help defray the cost of offering the Deferred Compensation Plan to its Eligible
Employees.

          3.2  Amount of Compensation Which May be Deferred.
               -------------------------------------------- 

               (a) Each Eligible Employee may defer a specified percentage (or
specified dollar amount) of Salary payable during the Plan Year.  The deferral
percentage must be in whole 

                                      -5-
<PAGE>
 
percentages and must be not less than 5 nor more than 50 percent of such Salary.
A dollar deferral must be in an amount not less than 5 nor more than 50 percent
of the Employee's annual Salary rate as of the September 30 preceding the Plan
Year.

              (b) Each Eligible Employee may defer a specified percentage of an
Annual Incentive Award payable during the Plan Year.  The deferral percentage
must be in whole percentages and must be not less than 5 nor more than 90
percent of the Annual Incentive Award.

          3.3  Deferral of Compensation.  The Employee's Employer shall withhold
               ------------------------                                         
payment of the applicable portion of each Salary payment and each Annual
Incentive Award elected by the Participant to be deferred for the Plan Year.
The deferred Compensation shall be credited to the Participant's Deferred
Compensation Account described in Section 4.1.

          3.4  Vesting.  All amounts deferred under the Plan, and any earnings
               -------                                                        
thereon, shall be fully vested at all times.

                                      -6-
<PAGE>
 
                                   ARTICLE IV
                                   ----------
                         401(k) "MIRROR" RATE OF RETURN
                         ------------------------------


          4.1  Deferred Compensation Account.  An unfunded bookkeeping account
               -----------------------------                                  
known as the Deferred Compensation Account shall be established for each
Participant who is in Employment on or after January 1, 1997.  The Deferred
Compensation Account shall be credited with all amounts credited under a Prior
Plan as of December 31, 1996 and all Compensation deferred under Article III of
the Plan on and after January 1, 1997.  The amounts credited to a Participant's
Deferred Compensation Account shall be adjusted each month to reflect gain or
loss from the Mirror Investment Options as provided in this Article.

          4.2  Special Definitions.  The following definitions shall apply for
               -------------------                                            
purposes of this Article:

                (a) "Mirror Investment Option" means an unfunded bookkeeping
                     ------------------------
account under the Plan which is credited monthly with the same monthly rate of
return as its corresponding 401(k) Investment Plan Fund.

                (b) "401(k) Investment Plan Fund" means each of the following 8
                     ---------------------------                               
investment funds in the 401(k) Investment Plan:
 
                    (1) BankAmerica Corporation Common Stock Fund. Effective
January 1, 1998, the rate of return for this fund shall be determined as if all
amounts deferred and dividends were used to purchase shares of BankAmerica
Corporation common stock at the closing price for a share of stock, as reflected
in the report of consolidated trading of New York Stock Exchange listed
securities on the last business day of each month published in the Wall Street
Journal or in any other publication selected by the Plan Administrator.

                    (2)  International Stock Index Fund

                    (3)  Mid Cap Stock Index Fund

                    (4)  Large Cap Stock Index Fund

                    (5)  Balanced Fund

                    (6)  Treasury Bond Index Fund

                    (7)  Income Accumulation Fund

                    (8)  Money Market Fund

               (c) "Pre-tax Contributions" means an Employee's Pre-tax
                    ---------------------                             
Contributions in the 401(k) Investment Plan.

          4.3  Allocation of Existing Account Balances on 
               ------------------------------------------

                                      -7-
<PAGE>
 
12/31/96 Among Mirror Investment Options. The amount credited to a Participant
----------------------------------------
under a Prior Plan as of December 31, 1996 shall be allocated among the Mirror
Investment Options as of January 1, 1997 in the same proportion that the balance
in his or her Pre-tax Contributions account in the 401(k) Investment Plan as of
December 31, 1996 is allocated among the corresponding 401(k) Investment Plan
Funds. If (a) a Participant does not have a balance in a Pre-tax Contributions
account in the 401(k) Investment Plan as of December 31, 1996 or (b) the Plan
Administrator, in his sole discretion, so permits upon a Participant's request,
the Participant's entire Deferred Compensation Account as of January 1, 1997
shall be allocated to the Balanced Fund Mirror Investment Option. A special rule
applies under Section 4.7(a) for the Continental Deferred Incentive Plan.

          4.4  Allocation of New Deferrals Among Mirror Investment Options and
               ---------------------------------------------------------------
Transfers Among Mirror Investment Options.
------------------------------------------

               (a) Unless the Participant elects otherwise, new amounts credited
to the Deferred Compensation Account on and after January 1, 1997 shall be (i)
allocated to the Mirror Investment Options in the same proportion as the
Participant's most recent Pre-tax Contributions investment election in effect
for the corresponding 401(k) Investment Plan Funds as of January 1, 1997, or
(ii) if the Participant has no Pre-tax Contributions investment election in
effect for the 401(k) Investment Plan as of January 1, 1997, allocated to the
Balanced Fund Mirror Investment Option.

               (b) Each Participant may change the manner in which new deferrals
credited to the Participant's Deferred Compensation Account are allocated among
the Mirror Investment Options beginning February 1, 1997.  However, no more than
50 percent of new deferrals may be allocated to the BankAmerica Corporation
Common Stock Fund Mirror Investment Option.

               (c) Each Participant may transfer his or her Deferred
Compensation Account among the Mirror Investment Options each month beginning
January 31, 1997. However, no transfer may be made to the extent that such
transfer would cause more than 50 percent of the Participant's Deferred
Compensation Account to be invested in the BankAmerica Corporation Common Stock
Fund Mirror Investment Option. In addition, transfers to or from the Income
Accumulation Fund Mirror Investment Option may only be effective during the
months of April and October and such transfers may not be made with the Money
Market and Treasury Bond Index Fund Mirror Investment Options.

          4.5  Procedures and Deadlines for Transactions.  Participants shall
               -----------------------------------------                     
request the transactions described in Section 4.4(b) and (c) through the
telephonic interactive voice response system maintained by the Service Center
for the Plan.  The procedures and deadlines for such transactions shall be the
same 

                                      -8-
<PAGE>
 
as for similar transactions in the 401(k) Investment Plan.

          4.6  Payments Deducted on a Pro Rata Basis from each Mirror Investment
               -----------------------------------------------------------------
Option.  Installment payments, payments under Section 5.5, 5.6 and 5.7 or any
------                                                                       
other partial payments from the Deferred Compensation Account shall be deducted
from the balance in each Mirror Investment Option on a pro rata basis in
proportion to the balance in each Option.

          4.7  Other Deferred Compensation Plans.
               --------------------------------- 

               (a) The Continental Deferred Compensation Plan shall be replaced
by this Plan as of January 1, 1997 with respect to each Participant who is in
Employment on or after January 1, 1997. Amounts credited under the Continental
Deferred Compensation Plan as of December 31, 1996 shall be credited to the
Participant's Deferred Compensation Account as of January 1, 1997.

               The dollar value of the Participant's Stock Unit Subaccount under
the Continental Deferred Incentive Plan as of December 31, 1996 shall be
allocated to the BankAmerica Corporation Common Stock Fund Mirror Investment
Option as of January 1, 1997. The amount credited to a Participant's Interest
Subaccount under the Continental Deferred Incentive Plan as of December 31, 1996
shall be allocated among the Mirror Investment Options as of January 1, 1997 in
the same proportion that his or her Pre-tax Contributions account is allocated
among the corresponding 401(k) Investment Plan Funds as of December 31, 1996. If
(i) a Participant does not have a balance in a Pre-tax Contributions account in
the 401(k) Investment Plan as of December 31, 1996 or (ii) the Plan
Administrator, in his sole discretion, so permits upon a Participant's request,
the Participant's entire Interest Subaccount as of December 31, 1996 shall be
allocated to the Balanced Fund Mirror Investment Option.

               (b) The Seafirst Deferred Compensation Plan shall be replaced by
this Plan as of January 1, 1997 with respect to each Participant who is in
Employment on or after January 1, 1997. Amounts credited under the Seafirst
Deferred Compensation Plan as of December 31, 1996 shall be credited to the
Participant's Deferred Compensation Account as of January 1, 1997.

               (c) Deferred amounts under Seafirst Bank Management Incentive
Plan shall be replaced by this Plan as of January 1, 1997 with respect to each
Participant who is in Employment on or after January 1, 1997. Amounts credited
under the Seafirst Bank Management Incentive Plan as of December 31, 1996 shall
be credited to the Participant's Deferred Compensation Account as of January 1,
1997.

               (d) The Security Pacific Deferred Compensation Plan (as adopted
effective January 1, 1986 and as in effect on 

                                      -9-
<PAGE>
 
December 31, 1996) shall not be replaced by this Plan as of January 1, 1997.
Amounts credited under the Security Pacific Deferred Compensation Plan as of
December 31, 1996 shall remain subject to the terms of such plan as in effect
from time to time and no Deferred Compensation Account shall be established for
such amounts. Notwithstanding the foregoing, interest shall be credited to
deferred amounts under such plan at a rate equal to the rate of return on the
Income Accumulation Fund Mirror Investment Option commencing as of January 1,
1997.

               (e) The Security Pacific Deferral Plan (as adopted October 20,
1987 and as in effect on December 31, 1996) shall not be replaced by this Plan
as of January 1, 1997. Amounts credited under the Security Pacific Deferral Plan
as of December 31, 1996 shall remain subject to the terms of such plan as in
effect from time to time and no Deferred Compensation Account shall be
established for such amounts. Notwithstanding the foregoing, interest shall be
credited to deferred amounts under such plan at a rate equal to the rate of
return on the Income Accumulation Fund Mirror Investment Option commencing as of
January 1, 1997.

               (f) Deferred amounts under the Capital Markets Group incentive
plans shall be replaced by this Plan as of April 1, 1997 with respect to each
Individual who is an Eligible Employee on such date. Amounts deferred under the
Capital Markets Group incentive plans as of March 31, 1997 shall be credited to
the Participant's Deferred Compensation Account as of April 1, 1997. In the case
of Employees who are not Eligible Employees as of April 1, 1997, amounts
credited under the Capital Market Group incentive plans as of March 31, 1997
shall remain subject to the terms of the applicable plan as in effect from time
to time and no Deferred Compensation Account shall be established for such
amounts. Notwithstanding the foregoing, interest shall be credited to deferred
amounts under the Capital Markets Group incentive plans at a rate equal to the
rate of return on the Income Accumulation Fund Mirror Investment Option
commencing as of April 1, 1997.

                                      -10-
<PAGE>
 
                                   ARTICLE V
                                   ---------
                    PAYMENT OF DEFERRED COMPENSATION ACCOUNT
                    ----------------------------------------


          5.1  Form of Payment.  The amounts credited to a Participant's
               ---------------                                          
Deferred Compensation Account shall be paid in cash as provided in this Article.

          5.2  Balance less than $10,000.  If the amount credited to a
               -------------------------                              
Participant's Deferred Compensation Account is less than $10,000 when the
Participant's Employment ends, the Account shall be paid to the Participant in a
single payment within 60 days of the date the Participant's Employment ends.

          5.3  Balance of $10,000 or More.  If the amount credited to a
               --------------------------                              
Participant's Deferred Compensation Account is $10,000 or more when the
Participant's Employment ends, the Account shall be paid to the Participant as
provided in (a) or (b) below:

               (a) If the Participant's Employment ends during 1997:

                   (1) The amount credited to the Participant's Deferred
Compensation Account as of December 31, 1996, and any investment gain or loss
attributable thereto, shall be paid pursuant to the payment provisions of the
applicable Prior Plan.

                   (2) Any amounts deferred under the Plan during 1997, and any
investment gain or loss attributable thereto, shall be paid (i) pursuant to the
Participant's payment election form if one was filed under this Plan prior to
January 1, 1997, or (ii) in a single payment within 60 days of the date
Employment ends if no payment election form was filed under this Plan prior to
January 1, 1997.

              (b) If the Participant's Employment ends on or after January 1,
1998:

                   (1) If the Participant has a payment election in effect, as
provided in Section 5.4(b), when Employment ends, the Participant's Account
shall be paid in accordance with such payment election.

                   (2) If the Participant does not have a payment election in
effect, as provided in Section 5.4(b), when Employment ends, all amounts
credited to the Participant's Account balance shall be paid in a single payment
within 60 days of the date the Participant's Employment ends.

          5.4  Payment Election for Termination of Employment.  Each Participant
               ----------------------------------------------                   
may submit a payment election form specifying how the Participant's Deferred
Compensation Account (as reduced by any amounts previously paid under Sections
5.5, 5.6 or 5.7) 

                                      -11-
<PAGE>
 
shall be paid upon the Participant's termination of Employment for any reason
other than death.

               (a)  The payment election form shall specify which of the
following forms of payment shall apply:

                    (1) A single payment made within 60 days of the date
Employment ends.

                    (2) A single payment made within the first 60 days of the
first, second or third calendar year immediately following the calendar year in
which Employment ends.

                    (3) Fifteen or fewer annual installment payments commencing
in the first, second or third calendar year immediately following the calendar
year in which the Participant's Employment ends. Each payment shall be made
within the first 60 days of the calendar year. Each payment shall be equal to
(i) the Participant's Account balance as of December 31 of the immediately
preceding calendar year, multiplied by (ii) a fraction, the numerator of which
is one and the denominator is the number of installments remaining, including
the current year's payment.

                (b) If the Participant does not have an existing Deferred
Compensation Account balance at the time a payment election form is submitted,
the payment election form shall become effective on the date of receipt by the
Service Center with respect to amounts deferred in subsequent Plan Years. Except
as provided in section 5.3(a)(2), if the Participant has a Deferred Compensation
Account balance at the time a payment election form is submitted, the payment
election shall become effective on the one year anniversary of the date the
election form is received by the Service Center, provided the Participant has
remained continuously employed by an Employer until that date. If the
Participant has previously submitted a payment election form, the Participant
may not submit a new payment election form until his or her prior election has
become effective. In addition, no new payment election form may be submitted
which would shorten the period during which payments are made after Employment
ends or accelerate the date upon which payment commences after Employment ends.

          5.5   In-Service Payment Election.  Each Participant may submit an in-
                ---------------------------                                    
service payment election form during an Enrollment Period directing that a
specified dollar amount of his or her Deferred Compensation Account shall be
paid in a single payment in a specified calendar year, provided the Participant
remains continuously employed by an Employer until that calendar year.

                (a) The in-service payment shall be made in a single payment
within the first 60 days of the calendar year specified by the Participant. Each
Participant may have up to 4 in-service elections in effect at one time, not
including any 

                                      -12-
<PAGE>
 
payment elections under Section 5.12. The payment shall be deducted on a
prorated basis from the Participant's balance in each mirror investment option.

               (b) Each in-service payment election shall become effective upon
receipt by the Service Center.  An in-service payment election may only apply to
Compensation which will be deferred in Plan Years after the form is received by
the Service Center, but shall not include amounts deferred in the Plan Year
preceding the calendar year specified for payment.  A Participant may not change
an in-service payment election.

          5.6  Payments due to Hardship.  In the event a Participant has an
               ------------------------                                    
unforeseeable emergency, the Plan Administrator in his or her sole discretion
may, upon the Participant's written request and submission of such information
as the Plan Administrator may request, authorize a payment to the Participant
from his or her Account in an amount no greater than necessary to meet such
emergency.  For purposes of this section, an unforeseeable emergency means an
unanticipated emergency that is caused by any event beyond the control of the
Participant and that would result in severe financial hardship to the individual
if the withdrawal were not permitted.

          5.7  Immediate Payment with 10 Percent Forfeiture.  A Participant may
               --------------------------------------------                    
at any time submit a written request to the Service Center for immediate payment
of $10,000 or more from the Participant's Deferred Compensation Account.  After
an individual has been a Participant for one year, the Participant may submit a
written request to the Service Center for immediate payment of the entire
balance of his or her Deferred Compensation Account, even if the balance is then
less than $10,000.  In such event, 10 percent of the amount requested shall be
forfeited and the remaining 90 percent payable to the Participant in a single
payment within 60 days of the request.  If a Participant elects an immediate
payment under this section, all deferrals for the current Plan Year shall cease
and the Participant shall be ineligible to request another immediate payment
under this section, or defer Compensation, during the 3 Plan Years following the
Plan Year in which the request is submitted.

          5.8  Reemployed Employees.  If a former Employee is reemployed by an
               --------------------                                           
Employer, any payments then being made under the Deferred Compensation Plan
shall continue.

          5.9  Payments Upon Death of Participant.
               ---------------------------------- 

               (a) A Participant may designate any person or persons (not
exceeding 10), including a trust, as his or her primary beneficiary or
contingent beneficiary to receive his or her Deferred Compensation Account in
the event of the Participant's death. Any such designation shall be made by
filing the Plan form designated for that purpose with the Service Center. The
Participant may change or cancel his or her
                                      -13-
<PAGE>
 
beneficiary designation at any time prior to death without the consent of any
designated beneficiary. If no beneficiary has been designated by the
Participant, or if no beneficiary is alive at the date of the Participant's
death, payment shall be made to the Participant's estate.

          (b)  The Participant may elect on the death benefit payment election
form that his or her Deferred Compensation Account shall be paid, except as
provided in (d) below, upon the Participant's death in accordance with one of
the following options:

               (1) In a single payment within 90 days of the date of death.

               (2) In a single payment within the first 60 days of the calendar
year immediately following the calendar year in which the death occurs.

               (3) In three approximately equal payments, each made within the
first 60 days of the three calendar years immediately following the calendar
year in which the death occurs.

If no death benefit payment election is in effect at the date of the
Participant's death and if a single payment or installment payments under
Sections 5.2, 5.3, or 5.4, as applicable, have not been made, payment shall be
made in a single payment within 60 days of the date of death.

          (c) If the Participant's death occurs after installment payments have
commenced, payments shall continue in installments to the Participant's then
living beneficiaries.  Upon the death of the last surviving beneficiary, payment
shall be made in a single payment to the Participant's estate within 60 days of
such death.  If no beneficiary is living at the Participant's death, payment
shall be made in a single payment to the Participant's estate within 60 days of
the date of death.

          5.10 Withholding Taxes.  The Participating Employers shall have the
               -----------------                                             
right to deduct from payments under the Plan any and all taxes required to be
collected under federal, state or local law.

          5.11 Temporary Postponement of Payment to Executive Officers.
               -------------------------------------------------------  
BankAmerica Corporation reserves the right to temporarily postpone payment of
the Deferred Compensation Account of any Participant who is an Executive Officer
at the time such payment would have occurred, or was an Executive Officer in the
period immediately preceding such date, if BankAmerica Corporation determines in
good faith that such delay is necessary to avoid adverse tax consequences to the
Employers under Internal Revenue Code Section 162(m), or other tax provision.

                                      -14-
<PAGE>
 
          5.12 Transition Provisions.
               --------------------- 

               (a) If a Participant had elected to defer amounts under a Prior
Plan until a specified year, the current value of the deferral, including
interest, shall be determined as of December 31, 1996. The amount so determined
shall be converted into an in-service payment election under Section 5.5 by
projecting the amount forward at a 6 percent interest rate, compounded
quarterly, to December 31 of the year immediately preceding the year specified
in the original election.

               (b) If an Employee who ceased Employment prior to January 1, 1997
had amounts deferred under a Prior Plan, the provisions of the Prior Plan as in
effect on December 31, 1996 shall continue to apply to such amounts. No Deferred
Compensation Account shall be established for such former Employee.
Notwithstanding the foregoing, interest shall be credited to such former
Employees' deferred amounts at a rate equal to the rate of return on the Income
Accumulation Fund Mirror Investment Option.

          5.13   Distribution income.  Two weeks interest shall be added to all
                 -------------------                                           
payments from the Plan.  The rate of interest shall be based on the rate of
return of the Money Market Fund Mirror Investment Option.

          5.14  Participants Returning from non-U.S. Locations.  If an Eligible
                ----------------------------------------------                 
Employee has amounts credited under an alternative version, subplan, supplement
or appendix to the Plan or other arrangement described in Section 6.5, the Plan
Administrator in his or her sole discretion may permit such deferred amount to
be transferred to a Deferred Compensation Account under this Plan upon the
Participant's return to the United States.  Unless the Participant has
previously submitted a payment election or beneficiary designation to the
Service Center, the Deferred Compensation Account shall be treated as if the
Participant does not have a payment election or beneficiary designation in
effect on the effective date of transfer. In addition, if the Participant has a
deferral election in effect for the current Plan Year under such alternative
version, subplan, supplement or appendix to the Plan or other arrangement, upon
the Participant's return to the United States, the Participant may submit a
deferral election under this Plan for the remainder of the Plan Year, provided
such deferral election is submitted no later than 30 days after the return date
and applies only to Salary earned after the date such form is received by the
Service Center.

                                      -15-
<PAGE>
 
                                   ARTICLE VI
                                   ----------
                 PLAN AMENDMENT, TERMINATION AND ADMINISTRATION
                 ----------------------------------------------


          6.1  Amendment and Termination.  BankAmerica Corporation is the "plan
               -------------------------                                       
sponsor" of the Deferred Compensation Plan as that term is defined in ERISA.
BankAmerica Corporation may amend or modify the Plan in whole or in part at any
time by a written instrument executed by either the Chief Executive Officer or
Personnel Relations Officer of BankAmerica Corporation, except that any action
which would materially alter the manner in which the investment return on
Participants' Accounts is determined shall be approved by the Executive
Personnel and Compensation Committee of the Board of Directors of BankAmerica
Corporation.  BankAmerica Corporation may terminate the Plan in whole or part by
action of its Board of Directors.  No such amendment, modification or
termination shall reduce the amount credited to a Participants' Accounts as of
the date of such action.  Upon Plan termination, all amounts credited to
Participants' Accounts shall be paid to Participants in a single payment within
120 days.

          6.2  Plan Administrator.  The Plan Administrator is the named
               ------------------                                      
fiduciary, as that term is defined in ERISA, of the Deferred Compensation Plan
having discretionary authority to control and manage the operation and
administration of the Deferred Compensation Plan.

          6.3  Powers and Duties of Plan Administrator.
               --------------------------------------- 

               (a) The Plan Administrator shall have discretionary authority
to determine eligibility for benefits and to construe the terms of the Deferred
Compensation Plan. The Plan Administrator shall have such other discretionary
authority as may be necessary to enable it to discharge its responsibilities
under the Deferred Compensation Plan as administrator and named fiduciary,
including, but not limited to, the power:

                         (1) To review appeals by Participants under Article
VIII.

                         (2) To appoint or employ one or more persons to assist
in the administration of the Deferred Compensation Plan.

                         (3) To adopt such rules as it deems appropriate for the
administration of the Deferred Compensation Plan.

                         (4) To prescribe procedures to be followed by
Participants.

                         (5) To prepare and distribute information relating to
the Deferred Compensation Plan.

                                      -16-
<PAGE>
 
                          (6) To request from Participating Employers and
Participants such information as shall be necessary for proper administration of
the Deferred Compensation Plan.

               (b) The decision of the Plan Administrator upon any matter
within its authority shall be final and binding on all parties, including
BankAmerica Corporation, the Participating Employers and Participants and their
beneficiaries.

          6.4  Reliance Upon Information.  In making decisions under the
               -------------------------                                
Deferred Compensation Plan, the Plan Administrator shall be entitled to rely
upon information furnished by a Participant, beneficiary or Participating
Employer.

          6.5  Alternative Plans or other Arrangements for U.S. IAs.  In order
               -----------------------------------------------------          
to facilitate making the Plan available to Eligible Employees classified as
International Assignees whose home country is the United States, the Personnel
Relations Officer of BAC may adopt alternative versions, subplans, supplements
or appendices to the Plan or make such other arrangements as he or she may
consider necessary or appropriate to accommodate differences in local law,
policy or custom or to facilitate administration of the Plan outside of the
United States.  The implementation of any such alternative version, subplan,
supplement, appendix or other arrangements shall not affect the terms of the
Plan as in effect for any other purpose.  No alternative version, subplan,
supplement, appendix or other arrangements shall include any provisions that
provide greater rights and benefits than available under the Plan as then in
effect.

                                      -17-
<PAGE>
 
                                  ARTICLE VII
                                  -----------
                              CLAIMS FOR BENEFITS
                              -------------------


          7.1  Claims Procedure.
               ---------------- 

               (a) Claims Must be Filed. An Employee, Participant,
                       --------------------
beneficiary or estate of a deceased Participant (the "claimant") who has a claim
for benefits or concerning any other matter under the Plan must give written
notice of such claim or other matter to the Service Center.

               (b) Review of Claim. After the Service Center has reviewed
                       ---------------
the claim and obtained any other information it deems necessary to render a
decision on the claim, the Service Center shall notify the claimant within 90
days after receipt of the claim of the acceptance or denial of the claim, unless
special circumstances require an extension of time for processing the claim.
Such an extension of time may not exceed 90 additional days and notice of the
extension shall be provided to the claimant prior to the termination of the
initial 90 day period indicating the special circumstances requiring the
extension and the date by which a final decision on the claim is expected.

               (c) Denied Claims. In the event any application for benefits 
                       -------------
is denied, in whole or in part, the Service Center shall notify the claimant of
such denial in writing and shall advise the claimant of the right to appeal the
denial and to request a review thereof. Such notice shall be written in a manner
calculated to be understood by the claimant and shall contain:

                    (1) Specific reason for such denial.

                    (2) Specific reference to the Plan provisions on which such
denial is based.

                    (3) A description of any information or material necessary
for the Employee to perfect the claim.

                    (4) An explanation of why such material is necessary.

                    (5) An explanation of the Plan's appeal and review
procedure.

          7.2  Appeal and Review Procedure.
               --------------------------- 

               (a) Appeal to Plan Administrator. If the claimant's claim for
                       ----------------------------
benefits is denied in whole or in part, the claimant, or the claimant's duly
authorized representative, may appeal the denial by submitting to the Plan
Administrator a written request for review of the application within 60 days

                                      -18-
<PAGE>
 
after receiving written notice of such denial.  The Plan Administrator shall
give the applicant (upon request) an opportunity to review pertinent Plan
documents (other than legally privileged documents) in preparing such request
for review.

               (b) Contents of Appeal. The request for review must be in
                          ------------------
writing and shall be addressed to the Deferred Compensation Plan Administrator,
c/o Executive Resources at the address stated in the current BankAmerica
Corporation and subsidiaries corporate directory. The request for review shall
set forth all of the grounds upon which it is based, all facts in support
thereof and any other matters which the claimant deems pertinent. The Plan
Administrator may require the claimant to submit (at the claimant's expense)
such additional facts, documents or other material as the Plan Administrator
deems necessary or advisable in making its review.

               (c) Review of Appeal. The Plan Administrator shall act upon
                       ----------------
each request for review within 60 days after its receipt thereof unless special
circumstances require further time for processing. Written notice of an
extension of time beyond 60 days shall be furnished to the claimant prior to the
commencement of the extension. In no event shall the decision on review be
rendered more than 120 days after the Plan Administrator receives the request
for review.

               (d) Denied Appeals. In the event the Plan Administrator
                       --------------
confirms the denial of the claim for benefits in whole or in part, it shall give
written notice of its decision to the claimant. Such notices shall be written in
a manner calculated to be understood by the claimant and shall contain the
specific reasons for the denial.

          7.3  Exhaustion of Remedies.  No legal action for benefits under the
               ----------------------                                         
Plan shall be brought unless and until the following steps have occurred:

               (a) The claimant has submitted a written application for benefits
in accordance with Section 7.1.

               (b) The claimant has been notified that the claim has been
denied.

               (c) The claimant has filed a written request appealing the denial
in accordance with Section 7.2.

               (d) The claimant has been notified in writing that the Plan
Administrator has denied the claimant appeal or has failed to take any action on
the appeal within the time prescribed by Section 7.2.

                                      -19-
<PAGE>
 
                                  ARTICLE VIII
                                  ------------
                               GENERAL PROVISIONS
                               ------------------


          8.1  Source of Payments.  The Deferred Compensation Accounts
               ------------------                                     
established under the Plan are unfunded bookkeeping accounts and are payable
from the general assets of the Participating Employers as determined by
BankAmerica Corporation. The Participating Employers are not required to
physically segregate any cash or securities or establish any separate funds to
pay any benefits under the Plan.

          8.2  Prohibition on Alienation.  No amount payable under the Plan
               -------------------------                                   
shall be subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, hypothecation, charge, attachment, garnishment, execution,
or levy of any kind or any other process of law, voluntary or involuntary.  Any
attempt to dispose of any rights to benefits payable under the Plan shall be
void.  Notwithstanding the preceding sentence, the Participating Employers shall
have the right to offset from a Participant's unpaid amounts under the Plan any
amounts due and owing from the Participant to the extent permitted by law.

          8.3  Not a Contract of Employment.  Participation in this Plan by an
               ----------------------------                                   
Employee shall not give such Employee any right to be retained in the employ of
any Participating Employer and the ability of each Participating Employer to
dismiss or discharge an Employee is specifically reserved.

          8.4  Headings Not to Control.  Headings and titles within the Plan are
               -----------------------                                          
for convenience only and are not to be read as part of the text of the Plan.

          8.5  Separability of Plan Provisions.  If any provisions of the Plan
               -------------------------------                                
are for any reason declared invalid or not enforceable, such provisions will not
affect the remaining terms and conditions, but the Plan will be construed and
enforced thereafter as if such provisions had not been inserted.

          8.6  Applicable Law.  The validity and effect of the Plan and the
               --------------                                              
rights and obligations of all persons affected thereby, are to be construed and
determined in accordance with applicable federal law, and to the extent that
federal law is inapplicable, under the laws of the State of California.

          8.7  Entire Plan.  This document is a complete statement of the
               -----------                                               
Deferred Compensation Plan and as of January 1, 1997 supersedes all
representations, prior plans, promises and inducements, proposals, written or
oral, relating to its subject matter.  The Participating Employers shall not be
bound by or liable to any person for any representation, promise or inducement
made by any person which is not embodied in this document or in any authorized
written amendment to the Plan.

                                      -20-
<PAGE>
 
     IN WITNESS WHEREOF, BankAmerica Corporation, has caused this instrument to
be executed by its duly authorized officer, this 6/th/ day of December, 1996, to
be effective January 1, 1997.


                               BANKAMERICA CORPORATION
 
                               By  /s/ Kathleen J. Burke
                                 --------------------------------
                                 Kathleen J. Burke
                                 Vice Chairman and
                                 Personnel Relations Officer

                                      -21-