<PAGE>
 
                                                                    Exhibit 10.d



                         CONTINENTAL BANK CORPORATION
                      1982 PERFORMANCE, RESTRICTED STOCK
                             AND STOCK OPTION PLAN
 
                                  As amended










                                                   Last Amended November 3, 1997
<PAGE>
 
                         CONTINENTAL BANK CORPORATION
                      1982 PERFORMANCE, RESTRICTED STOCK
                             AND STOCK OPTION PLAN



        1.    Purpose. The purpose of the 1982 Performance, Restricted Stock and
Stock Option Plan (the "Plan") of Continental Bank Corporation (the "Company")
is to promote the long-term financial interests of the Company by (i) rewarding
key executives of the Company and its Subsidiaries (as defined below) for their
contributions to the success of the Company, (ii) attracting and encouraging
long service by key executives possessing outstanding abilities, (iii) providing
competitive incentive compensation in the form of incentive stock options,
non-qualified stock options, stock appreciation rights and restricted stock; and
(iv) furthering the identity of interests of key executives with those of the
Company's stockholders through opportunities for increased stock ownership and
awards based on corporate performance. The term "Subsidiary" means any
corporation of which the Company owns or controls, directly or indirectly, 50
percent or more of the outstanding shares of stock normally entitled to vote for
the election of directors.

        2.    Administration.  The Plan shall be administered, construed and
interpreted by a Committee of not less than three members, which, subject to the
following provisions of this Section 2, shall be the Compensation Committee of
the Board of Directors of the Company until such Board of Directors determines
otherwise.  No member of the Committee shall be eligible, or within one year
prior to such membership shall have been eligible, for selection as a person to
whom stock may be awarded or allocated or to whom stock options or stock
appreciation rights may be granted under the Plan or any other plan of the
Company (or of any of its affiliates) entitling participants therein to acquire
stock, stock options or stock appreciation rights of the Company (or of any of
its affiliates).  The decision of a majority of the members of the Committee
shall constitute the decision of the Committee and the Committee may act either
at a meeting at which a majority of the members of the Committee is present, or
by writing signed by all members of the Committee.  The Committee shall have the
sole, final and conclusive authority to interpret the Plan.  Notwithstanding the
foregoing provisions of this Section 2, the Chairman of the Company shall
exercise all authority otherwise delegated to the Committee under the Plan with
respect to stock options, stock appreciation rights and Restricted Stock (as
described in Section 8) awarded to, or held by, person who, at the time such
authority is exercised, are not subject to Section 16(a) or Section 16(b) of the
Securities Exchange Act of 1934.

        3.    Participation. The Committee shall, from time to time, determine
and designate the officers (including officers who are members of the Board of
Directors) and other key

                                      -1-
<PAGE>
 
employees of the Company and its Subsidiaries who shall be Participants in the
Plan and the number of stock options, stock appreciation rights and shares of
Restricted Stock to be awarded to each such Participant. In making any such
award the Committee shall take into account the past performance of the Company
and its Subsidiaries, the Participant's contributions to such performance, the
capacity of the Participant to contribute in a substantial measure to such
performance in the future, and such other factors as the Committee may consider
relevant.

        4.    Stock Subject to Plan. Shares of stock subject to the Plan shall
be shares of the Company's common stock, par value $4 per share ("Common
Stock"). Subject to adjustment as provided in Section 11, the aggregate number
of shares of Common Stock which may be delivered under the Plan shall not exceed
4,000,000 shares. Any shares subject to any grant which terminates by
expiration, cancellation, forfeiture, surrender or otherwise without the
issuance of shares or without payment therefore or, in the case of Restricted
Stock, without vesting shall again be available for future grants under the
Plan. Either authorized and unissued shares or treasury shares may be delivered
under the Plan; provided, however, that unissued shares shall not be awarded as
Restricted Stock to any Participant who has been employed by the Company and its
Subsidiaries for less than one year, unless the Committee expressly determines,
after consideration of all other remuneration paid or payable to the
Participant, that the services already rendered to the Company and its
Subsidiaries by the Participant for which he is being awarded Restricted Stock
have a value of not less than the par value of the shares awarded to him.

        5.    Terms of Option. Each option granted pursuant to the Plan shall be
evidenced by a Stock Option Agreement between the Company and the Participant,
and shall be subject to the following terms and conditions, and to such other
terms and conditions not inconsistent therewith as the Committee may deem
appropriate in each case:

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

              (b)    Period for Exercise of Option. The option or any part
                     thereof shall become exercisable at such date or dates as
                     shall be fixed by the Committee at the time such option is
                     granted or at such earlier time as may subsequently be
                     determined by the Committee; provided that an incentive
                     stock option granted prior to January 1, 1987, by its
                     terms, shall not be exercisable while there is outstanding,
                     within the meaning of

                                      -2-
<PAGE>
 
                     Section 422A(b)(7) of the Internal Revenue Code of 1954,
                     any other incentive stock option which was granted to the
                     Participant before the granting of the option and which
                     other incentive stock option is for the purchase of shares
                     of stock in the Company, in a corporation which at the time
                     of the granting of the other incentive stock option was a
                     parent or subsidiary corporation of the Company, or in a
                     predecessor corporation of any such corporations.

              (c)    Purchase of Shares. The option price of each share of
                     Common Stock purchased upon exercise of an option shall be
                     paid in full at the time of exercise, which payment shall
                     be in cash or, unless otherwise determined by the
                     Committee, by delivery of shares of Common Stock having a
                     fair market value equal to the option price, or by a
                     combination of such shares and cash. Each option may be
                     exercised in whole or in part, at any time or from time to
                     time, during the period such option is exercisable, except
                     that no option may be exercised for less than fifty shares
                     of stock, unless the exercise for a lesser number of shares
                     will exhaust such option.

              (d)    Termination of Option. Except as otherwise provided for
                     below, any option granted pursuant to the Plan shall
                     terminate not more than ten years after the date on which
                     such option is granted. If a Participant ceases to be an
                     employee of the Company or any Subsidiary for any reason
                     other than retirement or death, any option granted to him
                     pursuant to the Plan shall forthwith terminate. A leave of
                     absence approved by the Committee, or a transfer of
                     employment from the Company to any Subsidiary or from a
                     Subsidiary to the Company or any other Subsidiary, shall
                     not constitute a cessation of employment. If any
                     Participant ceases to be an employee of the Company or a
                     Subsidiary by reason of a retirement which entitles him to
                     pension benefits, other than a deferred vested pension,
                     under any pension plan then maintained by the Company or a
                     Subsidiary, any option granted to him pursuant to the Plan
                     may be exercised by him within three years after the date
                     of his retirement (but not later than ten years after the
                     date such option was granted) to the full extent such
                     option was exercisable on the date of such cessation. In
                     the event of the death of a Participant while in the employ
                     of the Company or a Subsidiary or within three years after
                     the date of his retirement, any option which had not
                     previously terminated may be exercised within three years
                     after the date of his death by his estate or by the person
                     or persons entitled thereto by will or by applicable laws
                     of descent and distribution, to the full extent such option
                     was exercisable on the date of his death;

                                      -3-
<PAGE>
 
                     provided, however, that an incentive stock option may not
                     be exercised after the expiration of ten years from the
                     date the option was granted.

              (e)    Limitation on Amount of Incentive Stock Options. The
                     aggregate fair market value (determined at the time the
                     option is granted) of the shares with respect to which
                     incentive stock options granted after December 31, 1986 are
                     exercisable for the first time by any Participant in any
                     calendar year under this Plan and each other stock option
                     plan of the Company and any parent and subsidiary
                     corporations shall not exceed $100,000.

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

        6.    Stock Appreciation Rights.  The Committee may, in its discretion,
grant a stock appreciation right to any Participant under the Plan.  Each stock
appreciation right shall be evidenced by a Stock Appreciation Rights Agreement
between the Company and the Participant, and shall relate to and be associated
with all or any part of a specific option.  A stock appreciation right may be
granted either at the time of the grant of the related option or at any time
thereafter.  A stock appreciation right shall be exercisable only if the fair
market value of a share of Common Stock exceeds the option price for the related
option and then shall be exercisable to the extent, and only to the extent, that
the related option is exercisable.  The Committee may at the time of granting
any stock appreciation right add such additional conditions and limitations to
the stock appreciation right as it shall deem advisable, including, but not
limited to, limitations on the period or periods within which the stock
appreciation right shall be exercisable and the maximum amount of appreciation
to be recognized with regard to such stock appreciation right.  In the case of
Participants who are subject to Section 16(a) and Section 16(b) of the
Securities Exchange Act of 1934, the Committee may at any time add such
additional conditions and limitations to such stock appreciation right which, in
its discretion, the Committee deems necessary or desirable in order to comply
with Section 16(a) or Section 16(b) and the rules and regulations thereunder, or
in order to obtain any exemption therefrom.  A stock appreciation right shall
entitle the Participant to whom it is granted (including his estate or other
successor in interest upon his death as provided in the last sentence of
paragraph 5(d)) the right to elect, so long as such 

                                      -4-
<PAGE>
 
stock appreciation right is exercisable and subject to such limitations as the
Committee shall have imposed, to surrender any then exercisable portion of his
related option, in whole or in part, and receive from the Company in exchange,
without any payment of cash (except for applicable employee withholding taxes),
that number of shares of Common Stock having an aggregate fair market value on
the date of surrender equal to the product of (i) the excess of the fair market
value of a share of Common Stock on the date of surrender over the per share
option price under such option and (ii) the number of shares of Common Stock
subject to such option or portion thereof which is surrendered. Any option or
portion thereof which is surrendered shall no longer be exercisable. The
Committee, in its sole discretion, may allow the Company to settle all or part
of the Company's obligation arising out of the exercise of a stock appreciation
right by the payment of cash equal to the aggregate fair market value of the
shares of Common Stock the Company would otherwise be obligated to deliver.

        7.    Transferability.  Options and stock appreciation rights are not
transferable except by will or the laws of descent and distribution.  Options
and stock appreciation rights may be exercised during the lifetime of the
Participant only by the Participant and, after the death of the Participant,
only as provided in paragraph 5(d).

        8.    Terms and Conditions of Restricted Stock Awards. All shares of
Common Stock awarded to Participants under the Plan ("Restricted Stock") shall
be subject to the following terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as shall be prescribed by the
Committee in its sole discretion:

              (a)    Restricted Period. Shares of Restricted Stock awarded to
                     Participants may not be sold, assigned, transferred,
                     pledged or otherwise encumbered during a "Restricted
                     Period" commencing on the date of the award and ending on
                     the September 30th coincident with or next following the
                     fourth anniversary thereof, or such later date as the
                     Committee may designate at the time of the award, subject
                     to the following:

                     (i)   Except as otherwise provided by the Committee at the
                           time of an award of Restricted Stock, if a
                           Participant's employment with the Company and its
                           Subsidiaries is terminated by reason of his death,
                           disability (as determined by the Committee) or a
                           retirement which entitles him to pension benefits
                           other than a deferred vested pension under a pension
                           plan then maintained by the Company or a Subsidiary,
                           then the Restricted Period shall end as of the date
                           of such termination with respect to such number of
                           shares (disregarding any fractional shares) of
                           Restricted Stock granted to him under such prior
                           award as is

                                      -5-
<PAGE>
 
                             proportionate to the ratio of (A) the number of
                             whole calendar months elapsed between the date of
                             the award and the date of such termination to (B)
                             the number of whole calendar months in the original
                             Restricted Period.

                     (ii)    The Committee may, at the time of an award or at
                             any time thereafter, reduce or terminate the
                             Restricted Period otherwise applicable to all or
                             any portion of any Restricted Stock award;
                             provided, however, that no such reduction under
                             this subparagraph (i) shall be applicable to
                             Restricted Stock held by a Participant who
                             voluntarily terminates his employment within one
                             year of the date such Restricted Stock was awarded.
                             For purposes of this subparagraph (ii), termination
                             of employment by reason of disability (as
                             determined by the Committee) or mandatory
                             retirement shall not be deemed a voluntary
                             termination.

                     Subject to the provisions of paragraphs (b) and (f) next
                     below, at the end of the Restricted Period for any shares
                     of Restricted Stock, such shares will be transferred free
                     of all restrictions to the Participant or, in the event of
                     his death, to the beneficiary or beneficiaries designated
                     by the Participant under this Plan or, if none, to his
                     estate. Delivery of shares in accordance with the preceding
                     sentence shall be made within the thirty-day period
                     following the end of the Restricted Period.

              (b)    Forfeitures. Except as otherwise provided in subparagraph
                     8(a)(i) and subject to the rights of the Committee under
                     subparagraph 8(a)(ii), a Participant shall forfeit all
                     shares of Restricted Stock and all dividends and interest
                     accumulated in accordance with the provisions of Section 9
                     if his employment with the Company and its Subsidiaries is
                     terminated prior to the last day of the applicable
                     Restricted Period.

              (c)    Certificates Deposited With Company. Each certificate
                     issued in respect of shares of Restricted Stock awarded
                     under the Plan shall be registered in the name of the
                     Participant and deposited with the Company. Each such
                     certificate shall bear the following (or a similar) legend:

                             "The transferability of this certificate and the
                     shares of stock represented hereby are subject to the terms
                     and conditions (including forfeiture) contained in the
                     Continental Bank Corporation 1982 Performance, Restricted
                     Stock and Stock Option Plan and an Agreement entered into
                     between the registered owner and Continental

                                      -6-
<PAGE>
 
              Bank Corporation. A copy of such Plan and Agreement is on file at
              the principal office of Continental Bank Corporation at 231 South
              LaSalle Street, Chicago, Illinois 60697."

        (d)   Restricted Stock Agreement. The Participant shall enter into an
              Agreement with the Company in a form specified by the Committee
              agreeing to the terms and conditions of the award and such other
              matters as the Committee shall, in its sole discretion, determine.

        (e)   Stockholder Rights. Subject to the foregoing restrictions and to
              the provisions of Section 9, each Participant shall have all the
              rights of a stockholder with respect to his shares of Restricted
              Stock, including, but not limited to, the right to vote such
              share.

        (f)   Substitution of Rights. Prior to the end of the Restricted Period
              with respect to any shares of Restricted Stock awarded to a
              Participant, the Committee may, with the consent of the
              Participant, substitute an unsecured obligation of the Company to
              pay cash or stock (on such reasonable terms and conditions as the
              Committee may, in its sole discretion, determine) in lieu of its
              obligations under this Section 8 and under Section 9 to deliver
              unrestricted shares of Common Stock plus accrued dividends and
              interest.

        9.    Dividends. Except as otherwise provided by the Committee,
dividends, including stock dividends, shall be accrued on each share of
Restricted Stock from the date as of which it is awarded and, if such share has
not been forfeited, shall be paid to the Participant, or in the event of his
death to his estate, as of the last day of the Restricted Period with respect to
such share. Such dividends shall not be held in a separate fund or separately
invested. Upon delivery of such dividends, interest shall be paid by the Company
on the amount of cash dividends withheld, including cash dividends on stock
dividends, at a rate equal to the rate of interest payable on amounts deferred
under the Continental Bank Corporation Deferred Incentive Plan, as such rate may
be adjusted from time to time.

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

        11.   Changes in Capitalization, Similar Changes and Changes in
Control. In the event of any change in the outstanding shares of Common stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
combination or exchange 

                                      -7-
<PAGE>
 
of shares or other similar corporate change, the maximum aggregate number and
class of shares which may be delivered under the Plan and the option price under
and the number and class of shares covered by outstanding options and stock
appreciation rights shall be equitably adjusted by the Committee. Such
determination of the Committee shall be conclusive; provided that in no event
shall the Committee adjust the option price of the stock to a price less than
the par value of the stock on the date of the adjustment. Furthermore, if there
is an adjustment in the number of shares, no fraction of a share shall be
delivered upon any exercise of an option or with respect to any Restricted
Stock; and, if an adjustment of the option price shall result in a fraction of
one cent, a full cent shall be included in such price in lieu of such fraction.
Any shares of stock or other securities received by a Participant with respect
to Restricted Stock will be subject to the same restrictions and shall be
deposited with the Company. If the company shall be consolidated or merged with
another corporation, any stock, securities or other property which any
Participant is entitled to receive by reason of his ownership of the shares of
Restricted Stock shall be deposited with the Company or its successor. Subject
to the provisions of Section 8, such stock, securities or other property shall
also be subject to the same restrictions as such Restricted Stock, and shall
bear an appropriate legend similar in form to the legend set forth in paragraph
8(c). Notwithstanding the foregoing provisions of this Section 11, or any other
provision of the Plan, other than Section 14, the Committee may, in its sole
discretion, at the time of any award or grant under the Plan or at any time
thereafter, provide for the acceleration of rights under any grant or award in
the event of a change in control of the Company and may establish the conditions
under which such a change in control will be deemed to have occurred.

        12.   Withholding Tax. The Company shall have the right to withhold
with respect to any payments made to Participants under the Plan any taxes
required by law to be withheld because of such payments.

        13.   Employees' and Participants' Rights. No employee or other person
shall have any claim or right to be awarded stock options, stock appreciation
rights or Restricted Stock under the Plan except as the Committee shall have
conferred in its discretion in the administration of the Plan. Participation in
the Plan shall not confer upon any Participant any right with respect to
continuation of employment by the Company or a Subsidiary, nor interfere with
the right of the Company or such Subsidiary to terminate at any time employment
of any Participant.

        14.   Amendment and Termination. The Board of Directors may amend,
suspend or terminate the Plan or any portion thereof at any time. The
Compensation Committee of the Board of Directors, or any successor thereto
designated by the Board of Directors in accordance with the provisions of
Section 2, may amend the Plan

                                      -8-
<PAGE>
 
to the extent necessary for the efficient administration of the Plan, or to make
it practically workable or to conform to the provisions of any federal or State
law or regulation. Notwithstanding the foregoing provisions of this Section 14,
in no event shall any amendment be made without stockholder approval which
shall:

        (a)   increase the total number of shares which may be awarded under
              Section 4 of the Plan (subject to adjustment in accordance with
              Section 11);

        (b)   reduce the option price under any option below the fair market
              value of the stock subject to the option determined as of the date
              of grant;

        (c)   extend the period during which an option or stock appreciation
              right may be exercised beyond the period provided in paragraph
              5(d); or

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

The Plan shall terminate automatically on April 26, 1993.  In no event may any
amendment, suspension or termination impair the rights of any Participant,
without his consent, in any stock option, stock appreciation right or Restricted
Stock previously awarded under the Plan.

        15.   Effective Date. This Plan shall be effective as of January 1,
1982 subject to the approval by the affirmative vote of a majority of the shares
present or represented by proxy at the Annual Meeting of Stockholders to be held
on April 26, 1982 or any adjournment thereof. All awards of stock options, stock
appreciation rights and Restricted Stock are subject to such approval and,
notwithstanding any other provision of the Plan, if such stockholder approval is
not obtained, all such awards as well as dividends paid or payable with respect
to Restricted Stock shall be forfeited.

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

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

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

              (i)  The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange

                                      -9-
<PAGE>
 
Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of BankAmerica (the "Outstanding BankAmerica
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of BankAmerica entitled to vote generally in the election of
directors (the "Outstanding BankAmerica Voting Securities"); provided, however,
that for purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from BankAmerica
(ii) any acquisition by BankAmerica, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) below.

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

        (iii)  Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of BankAmerica or
its principal Subsidiary (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 80% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns BankAmerica or all or substantially all of BankAmerica's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the purposes of
this clause (A), any shares of common stock or voting securities of such
resulting corporation received by such beneficial owners in such Business
Combination other than

                                      -10-
<PAGE>
 
as the result of such beneficial owners' ownership of Outstanding BankAmerica
Common Stock or Outstanding BankAmerica Voting Securities immediately prior to
such Business Combination shall be considered to be owned by such beneficial
owners for the purposes of calculating their percentage of ownership of the
outstanding common stock and voting power of the resulting corporation), (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation unless such Person owned 20% or more of the Outstanding BankAmerica
Common Stock or Outstanding BankAmerica Voting Securities immediately prior to
the Business Combination and (C) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board (or, in the case of BankAmerica's principal
Subsidiary, the corresponding board of directors) at the time of the execution
of the initial agreement, or of the action of the Board, providing for such
Business Combination.

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

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

        (b)   [intentionally left blank]

        (c)   [intentionally left blank]

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

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

                                      -11-
<PAGE>
 
                       CONTINENTAL ILLINOIS CORPORATION
                           231 South LaSalle Street
                            Chicago, Illinois 60697

                                 SERIAL NUMBER
                                    8290021

     Optionee:

     Shares:  9,000

     Option Price:  $16.875

     Date of Grant:  February 26, 1990

     Expiration Date:  February 24, 2000


                                 ENDORSEMENTS
<TABLE>
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</TABLE>

                                      -12-