<PAGE>
 
                                                                    EXHIBIT 10.o



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

                                   As amended



                                                     Last Amended August 7, 1995

4117042
<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

4117042                              -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

4117042                                -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;

4117042                                 -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.

     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 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

4117042                              -4-
<PAGE>
 
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 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

4117042                                  -5-
<PAGE>
 
               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 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.

4117042                                 -6-
<PAGE>
 
     (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 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

4117042                               -7-
<PAGE>
 
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 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);

4117042                              -8-
<PAGE>
 
     (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 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

4117042                              -9-
<PAGE>
 
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 any of its subsidiaries (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 Out standing BankAmerica Common Stock and Outstanding BankAmerica Voting
Securities, as the case may be, (provided, however, that, for the purposes of
this clause (A), any shares of common stock or voting securities of such
resulting corporation received by such beneficial owners in such Business
Combination other than as the result of such beneficial owners' ownership of
Outstanding BankAmerica Common Stock or Outstanding BankAmerica Voting
Securities immediately prior to such Business Combination shall not be
considered to be owned by such beneficial owners for the purposes of calculating
their percentage of ownership of the outstanding common stock and voting power
of the resulting corporation), (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding

4117042                             -10-
<PAGE>
 
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 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.

4117042                              -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>
<CAPTION>
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 SHARES ISSUED
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<S>                <C>         <C>          <C>          <C>
 
ISSUE               NUMBER      BALANCE     AUTHORIZED   ENDORSEMENT 
DATE                 OF           OF       SIGNATURE       DATE
                    SHARES      OPTION
                                SHARES
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</TABLE>

4117042                            -12-