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                                                                    EXHIBIT 10.n



                       CONTINENTAL ILLINOIS CORPORATION

                                     1979

                               STOCK OPTION PLAN


                                  As amended



                                                     Last Amended August 7, 1995
                                                                               
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                       CONTINENTAL ILLINOIS CORPORATION

                                     1979

                               STOCK OPTION PLAN



          1.  PURPOSE.  The purpose of the 1979 Stock Option Plan (the "Plan")
of Continental Illinois Corporation (the "Company") is to provide the officers
(including officers who are members of the Board of Directors), and other key
employees, of the Company or any of its Subsidiaries (as hereinafter defined)
who are materially responsible for the management of the business of the Company
or a Subsidiary with incentive compensation opportunities which are competitive
with those available elsewhere and to motivate such officers and employees to
exert maximum efforts for the Company's success, thereby better enabling the
Company and its Subsidiaries to attract and retain capable executive personnel
and promoting the long term financial interests of the Company.

          2.  ADMINISTRATION.  The Plan shall be administered, construed and
interpreted by a Committee (the "Committee") of not less than three members, and
such Committee shall be the Compensation and Nominating Committee of the Board
of Directors of the Company until the Board of Directors of the Company
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 allocated or to whom stock options or stock
appreciation rights may be granted under the Plan or any other plan of the
Company (or any of its affiliates) entitling participants therein to acquire
stock, stock options or stock appreciation rights of the Company (or 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 determine, consistent with and subject
to the provisions of the Plan:

          (a) The individuals ("optionees") to whom options ("options") and
     related stock appreciation rights ("stock appreciation rights") shall be
     granted under the Plan;

          (b) The number of shares of common stock, par value $5 per share, of
     the Company ("Common Stock") to be optioned under each option;

          (c) The option price to be paid upon the exercise of each option;

          (d) The period or periods within which each option and related stock
     appreciation right may be exercised; and

          (e) The terms and conditions of each Stock Option Agreement and Stock
     Appreciation Rights Agreement between the Company and an optionee;

provided, however, that a Committee consisting of the Chairman of the Board of
Directors and the President of the Company shall exercise all authority
otherwise delegated to the Committee under the Plan with respect to options and
stock appreciation rights which are granted to, or held by, persons 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.   ELIGIBILITY.  The officers and other key employees of the Company or a
Subsidiary, who, in the opinion of the Committee, are from time to time
materially responsible for the management of the business of the Company or a
Subsidiary, shall be eligible to be granted options (both incentive stock
options and non-qualified options) and related stock appreciation rights under
the Plan.  The term "Subsidiary", as used herein, means any corporation whose
relationship to the Company, whether established before or after adoption of
this Plan, is such that the Company would be deemed to be the "parent
corporation" of such corporation within the meaning of Section 425(e) of the
Internal Revenue Code of 1954.

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     4.  STOCK SUBJECT TO PLAN.  The aggregate number of shares of Common Stock
which may be delivered under the Plan shall not exceed 1,500,000, subject,
however, to adjustment as provided in Section 8 hereof.  Either authorized and
unissued shares or treasury shares may be delivered under the Plan.  If any
option granted pursuant to the Plan shall expire or terminate for any reason, as
to any shares, such shares shall again become available under the Plan;
provided, however, that if any option or portion thereof is surrendered in
exchange for cash or shares delivered pursuant to the exercise of a stock
appreciation right, such number of shares covered by the option or portion
thereof as are so surrendered may not again be made available under the Plan.
The aggregate fair market value of the shares for which options intended to
qualify as incentive stock options are granted to any employee in any calendar
year under this Plan and each other stock option plan of the Company and any
parent or subsidiary corporation shall not exceed $100,000, plus any unused
limit carryover to that year (as described in Section 422A(c)(4) of the Internal
Revenue Code of 1954).

     5.   TERMS OF OPTIONS.  Each option granted pursuant to the Plan shall be
evidenced by a Stock Option Agreement between the Company and the optionee, 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 per share price at which shares of Common Stock
     may be purchased under the option shall be determined by the Committee at
     the time such option is granted, but such price in no event shall be less
     than the greater of (i) the per share fair market value, as determined by
     the Committee, of such stock on the date on which such option is granted,
     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, provided that an incentive
     stock option, by its terms, shall not be exercisable while there is
     outstanding, within the meaning of Section 422A(c)(7) of the Internal
     Revenue Code of 1954, any other incentive stock option which was granted to
     the optionee before the granting of the option and which other incentive
     stock option is for the purchase of shares of stock in the Company or 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 of 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 in cash
     or, with the consent of 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, at the time of such exercise.  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.  Any option granted pursuant to the Plan
     shall terminate ten years after the date on which such option is granted,
     except as otherwise provided for below.  If an optionee 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.  Leave of absence approved by the Committee, or
     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 optionee ceases to be an employee of the
     Company or a Subsidiary by reason of retirement (the term "retirement", as
     used herein, means such termination of employment as shall entitle an
     individual to benefits, other than a deferred vested pension, under any
     then existing pension plan of 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 an
     optionee 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; provided, however, that an
     incentive stock option may not be exercised after the expiration of ten
     years from the date the option was granted.

     6.   STOCK APPRECIATION RIGHTS.  The Committee may, in its discretion,
grant a stock appreciation right to any optionee under the Plan.  Each stock
appreciation right shall be evidenced by a Stock Appreciation Rights

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Agreement between the Company and the optionee, and shall relate to and be
associated with all or any part of a specific option.  Such stock appreciation
right may be granted either at the time of grant of such option or at any time
thereafter.  A stock appreciation right shall be exercisable to the extent, and
only to the extent, that the related option is exercisable; provided, however,
that for purposes of this sentence, to the extent provided by the Committee, an
incentive stock option which is otherwise exercisable shall not be considered
nonexercisable merely by reason of the fact that a previously granted incentive
stock option is outstanding within the meaning of Section 422A(c)(7) of the
Internal Revenue Code of 1954.  The Committee may at the time of granting any
stock appreciation right add such additional conditions and limitations to such
stock appreciation right as it shall deem advisable, including, but not limited
to, the period or periods within which such 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 optionees who are persons
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 optionee
to whom it is granted (including his estate or other successor in interest upon
his death as provided in the last sentence of Section 5(d) hereof) 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 such surrender equal to the product
of (i) the excess, if any, of the per share fair market value of Common Stock on
the date of such surrender over the per share option price under such option and
(ii) the number of shares of Common Stock called for by such option or portion
thereof which is so surrendered.  Any option or portion thereof which is so
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 Section 5(d).

     8.   ADJUSTMENT OF SHARES.  In the event of any change after the effective
date of the Plan in the outstanding Common Stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger or consolidation, or any other change after the effective date of
the Plan in the nature of shares of Common Stock of the Company, the Committee
shall, if it deems it to be appropriate, direct that a proportionate adjustment
be made in the maximum number and kind of shares which may be delivered under
the Plan, and in the option price under and the number and kind of shares
covered by outstanding options (and related stock appreciation rights) granted
under the Plan.  Such determination of the Committee shall be conclusive.
However, 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, 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.

     9.   EMPLOYEES' AND OPTIONEES' RIGHTS.  No employee or other person shall
have any claim or right to be granted an option or a stock appreciation right
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 optionee 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 optionee.  An option or stock
appreciation right shall not confer any rights as a stockholder upon the holder
thereof, except only as to shares actually delivered pursuant to the Plan.

     10.  AMENDMENT.  The Board of Directors of the Company may amend the Plan
from time to time, except that, without the approval of a majority of the votes
represented and entitled to be voted at a duly held meeting of the stockholders
of the Company;

          (a) The maximum number of shares which may be delivered under the Plan
     may not be increased except as provided in Section 8 hereof;

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          (b) The option price under any option may not be reduced except as
     provided in Section 8 hereof;

          (c) The period during which an option may be exercised may not be
     extended beyond the period provided in Section 5(d) hereof; and

          (d) The granting of an option to a member of the Committee shall be
     prohibited as provided in Section 2 hereof.

     The Committee may, with the consent of the optionee, amend any option
agreement or stock appreciation rights agreement to the extent that the
Committee determines that such amendment is necessary or desirable in order to
permit any option outstanding on or after January 1, 1981 to qualify as an
incentive stock option or to be exercisable, in whole or in part, by delivery of
shares of Common Stock having a fair market value equal to the option price.  No
amendment of the Plan or of an agreement, however, may, without the consent of
the optionee, make any changes in any outstanding option (or related stock
appreciation rights) theretofore granted under the Plan which would adversely
affect the rights of such optionee.

     11.  TERMINATION.  The Plan shall terminate on the tenth anniversary of the
date of approval of the Plan by the stockholders of the Company as provided in
Section 12 and may be terminated at any earlier time by the Board of Directors
of the Company.  No option or stock appreciation right shall be granted
hereunder after termination of the Plan.  Termination of the Plan, however,
shall not affect the validity of any option (or related stock appreciation
right) theretofore granted under the Plan.

     12.  EFFECTIVE DATE.  This Plan shall become effective upon 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 23, 1979 or any
adjournment thereof.  The effective date of each option and stock appreciation
right shall be the day on which it is granted to any optionee hereunder.


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

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

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

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

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

          (iii)  Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
BankAmerica or any of its subsidiaries (a "Business Combination"), in each case,

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


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

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