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                                                                    Exhibit 10.a




        [LOGO OF BANK OF AMERICA]
        BANKAMERICA CORPORATION



        1992 MANAGEMENT STOCK PLAN






                                                  AS ADOPTED MARCH 2, 1992 AND
                                              AMENDED THROUGH FEBRUARY 2, 1998
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                           BANKAMERICA CORPORATION
                         1992 MANAGEMENT STOCK PLAN

                              TABLE OF CONTENTS
                                                                         PAGE
                                                                         ----
ARTICLE I   GENERAL......................................................  1
       1.1  Background of Plan...........................................  1
       1.2  Purpose of the Plan..........................................  1
       1.3  Definitions..................................................  1
       1.4  Administration of Plan.......................................  5
       1.5  Eligibility to Receive Grants and Awards.....................  6
       1.6  Types of Grants and Awards Under Plan........................  6
       1.7  Limitation on Available Shares...............................  6
       1.8  Effective Date and Term of Plan..............................  7
       1.9  Limitation on Options and SARs Awardable to
            Any Single Participant.......................................  8

ARTICLE II  INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS......  8
       2.1  Grant of Stock Options.......................................  8
       2.2  Award Agreements.............................................  8
       2.3  Option Price.................................................  8
       2.4  Option Period................................................  9
       2.5  Limitation on ISOs...........................................  9
       2.6  Manner of Paying Option Price................................  9
       2.7  Exercise of Option........................................... 10
       2.8  Cancellation of SARs......................................... 10
       2.9  Cancellation and Regrant of Options.......................... 10
       2.10 Deferral of Option Gain...................................... 10

ARTICLE III STOCK APPRECIATION RIGHTS.................................... 10
       3.1  Grant of Stock Appreciation Rights........................... 10
       3.2  Form and Timing of Payment................................... 11
       3.3  Cancellation of Related Options.............................. 11

ARTICLE IV  RESTRICTED STOCK AND RESTRICTED STOCK UNITS.................. 12
       4.1  Introduction................................................. 12
       4.2  Award of Restricted Stock and Restricted Stock Units......... 12
       4.3  Minimum Restrictions on Disposition.......................... 12
       4.4  Optional Restrictions........................................ 13
       4.5  Termination of Employment of Restricted Stockholder
            for Gross Misconduct......................................... 13
       4.6  Termination of Employment of Restricted Stockholder
            not Involving Gross Misconduct............................... 13
       4.7  Registration and Escrow...................................... 14
       4.8  Payment in Respect of Restricted Stock Units................. 14
       4.9  Dividends on Restricted Stock................................ 15

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                                                                         Page
                                                                         ----
ARTICLE V   OTHER STOCK-BASED AWARDS..................................... 15
       5.1  Other Stock-Based Awards..................................... 15

ARTICLE VI  MISCELLANEOUS................................................ 15
       6.1  Notices...................................................... 15
       6.2  Amendments of Plan........................................... 16
       6.3  Leaves of Absence............................................ 16
       6.4  Dilution and Other Adjustments............................... 16
       6.5  General Restriction.......................................... 17
       6.6  Change in Control............................................ 17
       6.7  Withholding Taxes............................................ 18
       6.8  Non-Assignability............................................ 18
       6.9  No Right to Employment....................................... 19
       6.10 Rights as Shareholder........................................ 19
       6.11 Entire Plan.................................................. 19
       6.12 Governing Law................................................ 20
       6.13 Delegation................................................... 20
       6.14 Foreign Employees............................................ 20

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                           BANKAMERICA CORPORATION
                         1992 MANAGEMENT STOCK PLAN

                                  ARTICLE I
                                   GENERAL

          1.1 Background of Plan.  BankAmerica Corporation hereby establishes
the BankAmerica Corporation 1992 Management Stock Plan (the "Plan").  The Plan
provides for the grant of stock options on BankAmerica Corporation Common Stock,
and for the grant of restricted stock, restricted stock units, stock
appreciation rights, and other stock-based awards.  The Plan is the successor to
the BankAmerica Corporation 1987 Management Stock Plan.

          1.2 Purpose of the Plan.  The purpose of the Plan is to provide
contingent financial incentive to key executive officers of BankAmerica
Corporation and its present and future Subsidiaries (as defined below) and other
employees whose participation in the Plan is deemed to be in the best interests
of BankAmerica Corporation.  The Plan will offer competitive levels of incentive
compensation related to long-term corporate financial performance to those key
officers and other employees of the Company who, by virtue of their position and
efforts, contribute to or substantially influence the financial success of
BankAmerica Corporation over multiple-year periods. The Plan is also intended as
a means of increasing officer shareholdings, thereby strengthening the
commonality of interest between BankAmerica shareholders and key officers and
other employees in the Company's management, and as an aid in attracting,
retaining and motivating key officers and other employees of outstanding
abilities and specialized skills.

          1.3 Definitions.  As used in the Plan and the related Award
Agreements, the following terms, when written with initial capital letters, will
have the meanings stated below:

              (a) Award means any grant or award of an Option, Restricted Stock,
          Restricted Stock Unit, SAR or Other Stock-Based Award under the Plan.

              (b) Award Agreement means any written agreement between
          BankAmerica and an employee of the Company pursuant to which a grant
          or award is made under the Plan. The Committee shall determine the
          provisions of each Award Agreement subject to the provisions hereof.

              (c)  BankAmerica means BankAmerica Corporation, a Delaware
          corporation.

              (d)  Board means Board of Directors of BankAmerica.

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

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                   (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 (i), the following acquisitions shall not constitute
              a Change of Control: (A) any acquisition directly from
              BankAmerica, (B) any acquisition by BankAmerica, (C) any
              acquisition by any employee benefit plan (or related trust)
              sponsored or maintained by the Company or (D) 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 August 7, 1995, 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 August 7,
              1995 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 70% (80% in the case of any Award made
              prior to February 5, 1996) of, respectively, the then
              outstanding shares of common stock and the combined voting power
              of the then outstanding voting securities 

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              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 (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.

          (f) Committee means the Executive Personnel and Compensation
     Committee of the Board.

          (g) Common Stock means shares of BankAmerica's common stock, $1.5625
     par value per share.

 
          (h) Company means BankAmerica and its Subsidiaries, 

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     collectively.

          (i)  The Fair Market Value of a share of Common Stock on any date
     means the average of the high and low sales prices of a share of Common
     Stock as reflected in the report of consolidated trading of New York
     Stock Exchange listed securities for that day (or, if no shares were
     publicly traded on that day, the immediately preceding day that shares
     were so traded) published in The Wall Street Journal or in any other
     publication selected by the Committee; provided, however, that if shares
     of Common Stock shall not have been publicly traded for more than ten
     days immediately preceding such date, then the fair market value of a
     share of Common Stock shall be determined by the Committee in such manner
     as it may deem appropriate.

          (j)  Major Combination means a merger, acquisition or other business
     combination in which the number of shares of Common Stock outstanding as of
     the close of business on the effective date of the combination is at least
     10% greater than the number of shares of Common Stock outstanding prior to
     the effective date of the combination.

          (k)  1987 Plan means the plan adopted by the Board of Directors of
     BankAmerica Corporation on April 6, 1987, as amended, pursuant to which
     BankAmerica Corporation has issued non-qualified stock options, incentive
     stock options, performance stock options, and restricted stock to key
     officers and other employees of BankAmerica and to other individuals whose
     participation in the 1987 Plan was deemed to be in the best interests of
     BankAmerica.

          (l)  Option means an option to purchase shares of the Common Stock,
     and shall be one of two kinds: (i) Incentive Stock Options ("ISOs") and
     (ii) Non-Qualified Stock Option ("NQSOs"). The Company intends the ISOs
     shall meet the requirements of Section 422A of the Internal Revenue Code
     and the regulations thereunder applicable to incentive stock options, and
     that NQSOs shall not meet such requirements.

          (m)  Optionee means the holder of an Option.

          (n)  Other Stock-Based Award means an Award granted pursuant to
     Section 5.1 of the Plan.

          (o)  Participant means an officer or employee designated to receive
     a grant or award under the Plan.

          (p)  Restricted Stock means Common Stock issued or delivered
     pursuant to Article IV with the restrictions set forth therein.

          (q)  Restricted Stock Unit means any right granted 

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     pursuant to Article IV that is denominated in shares of Common Stock.

          (r)  Retirement means, with respect to grants and awards made on or
     after August 2, 1993, the last day of employment with BankAmerica or one
     of its subsidiaries prior to the employee's retirement at normal
     retirement age under a retirement program of BankAmerica or one of its
     Subsidiaries; and, with respect to grants and awards made before August
     2, 1993, the last day of employment with BankAmerica or one of its
     subsidiaries prior to the employee's retirement under a retirement
     program of BankAmerica or one of its subsidiaries.

          (s)  Stock Appreciation Right ("SAR") has the meaning set forth in
     Section 3.1.

          (t)  Subsidiary means any corporation of which BankAmerica owns,
     directly or indirectly, twenty percent or more of the voting stock.

          (u) Window Period means the time period described in Section 3.2
     hereof.

     1.4  Administration of Plan.  (a) The Plan shall be administered by the
Committee.  The Committee shall consist of at least three members of the Board,
none of whom shall be, while serving on the Committee, eligible to receive a
grant or award under the Plan or under any other plan of the Company or its
affiliates under which the participants are entitled to acquire Common Stock,
stock options, restricted stock, restricted stock units, and related rights,
stock appreciation rights or other stock-based awards of the Company or any of
its affiliates.  Members of the Committee shall serve at the pleasure of the
Board.  Notwithstanding the foregoing, all grants and awards under the Plan to
the Chief Executive Officer of BAC shall be approved or ratified by the Board.

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

               (i)    the employees to whom Awards shall be made;

               (ii)   the number of shares of Common Stock to be optioned,
          granted or awarded to each such employee;

               (iii)  whether and to what extent an Optionee may use
          already-owned shares of Common Stock to exercise Options;

               (iv)   the restrictions to be imposed on each share of
          Restricted Stock and on Restricted Stock Units awarded pursuant to
          Article IV of this Plan, which shall 

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          not be less than the minimum restrictions set forth therein;

               (v)     which Options granted shall be Incentive Stock Options,
          and which shall be Non-Qualified Stock Options;

               (vi)    the price to be paid for the shares upon the exercise of
          each Option, which shall be not less than 100% of the Fair Market
          Value per share, as determined by the Committee, of the Common Stock
          at the time of granting the Option;

               (vii)   the period within which each Option shall be exercised;

               (viii)  the terms and conditions of each Award Agreement between
          BankAmerica and an employee to whom the Committee has made an Award,
          which, however, shall be in accordance with the provisions of the
          Plan; and

               (ix)    subject to the provisions of Section 6.13, the Committee
          shall have the power, authority, and sole discretion to construe,
          interpret and administer the Plan.  The Committee's decisions
          construing, interpreting and administering the Plan shall be
          conclusive and binding on all parties.

     1.5  Eligibility to Receive Grants and Awards.  Employees of BankAmerica or
of any of its Subsidiaries who shall, in the judgment of the Committee be
qualified by position, training or ability to contribute substantially to the
progress of BankAmerica, shall be eligible to receive grants and awards under
the Plan.

     1.6  Types of Grants and Awards Under Plan.  Grants and awards under the
Plan may be in the form of any one or more of the following: (i) Incentive Stock
Options, (ii) Non-Qualified Stock Options, (iii) Stock Appreciation Rights, (iv)
Restricted Stock Units, (v) Restricted Stock or (vi) Other Stock-Based Awards.

     1.7  Limitation on Available Shares.  For each calendar year from and
including 1995 a number of shares of Common Stock in an amount of up to one and
one-half percent (1.5%) of the number of shares of Common Stock outstanding as
reported in the annual report to shareholders of BankAmerica for the preceding
year shall become available for delivery with respect to Awards under the Plan,
provided, however, that as of the effective date of any Major Combination (as
--------  -------                                                            
defined in Section 1.3) the number of shares available for delivery in that year
with respect to Awards under the Plan shall be increased to one and one-half
percent (1.5%) of the number of shares of Common Stock outstanding as of the
close of business on the effective date of that Major Combination.  Shares of
Common Stock delivered under the Plan may be original issue shares, shares
purchased in the open market or otherwise or other 

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treasury stock.

     In addition, (a) any shares of Common Stock which as of the effective date
of the Plan are reserved for delivery under the 1987 Plan and which are not
thereafter delivered, and (b) any shares of Common Stock available for delivery
under the Plan in previous years but not actually delivered, shall be added to
the aggregate number of shares of Common Stock available for delivery in that
calendar year under the Plan; provided, however, that no more than 30 percent
                              --------  -------                              
(30%) of the shares of Common Stock available for delivery under the Plan in any
calendar year shall be delivered in respect of Restricted Stock or Restricted
Stock Units.  Notwithstanding the foregoing, but subject to adjustment as
provided in Section 6.4, no more than 5,000,000 shares shall be cumulatively
available under the Plan for delivery upon the exercise of ISOs. The Committee
shall have no obligation to grant or award all or any portion of the shares
available for delivery in any year.  The Board may, by resolution, limit the
number of shares that may be available for delivery with respect to Awards under
the Plan in any calendar year to a number of shares lower than would otherwise
be available for delivery hereunder.

     Shares of Common Stock subject to Awards under the Plan that for any reason
are cancelled or terminated, or expire, shall again be available for delivery
under the Plan.

     Shares of Restricted Stock and Restricted Stock Units that for any reason
are reacquired by BankAmerica pursuant hereto shall again be available for
delivery under the Plan; provided, however, that shares of Restricted Stock or
                         --------  -------                                    
Restricted Stock Units as to which dividends or payments equivalent to dividends
have been paid to or reinvested for the account of the Restricted Stockholder
prior to reacquisition by BankAmerica shall not again be available for delivery
under the Plan after such reacquisition.

     Notwithstanding the foregoing, neither (i) shares of Common Stock
transferred or relinquished to the Company upon the exercise of an Option or in
satisfaction of any withholding obligation, nor (ii) shares of Common Stock
subject to an Award denominated in shares of Common Stock but settled by the
payment of cash in accordance with the Plan, shall again be available for
delivery under the Plan.

     1.8  Effective Date and Term of Plan.  (a) The Plan shall become effective
on March 2, 1992 and the Committee may, in its discretion, make grants and
awards to eligible key officers and other employees of the Company as of that
date, subject, however, to the approval of the Plan by the shareholders of
BankAmerica at the 1992 annual meeting of shareholders.  In the event the Plan
is not approved at such meeting, the Plan and all grants and awards hereunder
shall be void, and the Company shall have no obligation to any recipients of
such grants and awards.

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          (b) The Committee may make grants and awards under the Plan beginning
     March 2, 1992 and during each subsequent year until such time as the Plan
     may be terminated by the Board in its sole discretion, or as hereinafter
     provided.

          (c) Unless the shareholders of BankAmerica shall approve an extension
     or renewal of the Plan for such new or additional term as they may
     determine, no grants and awards shall be made after March 2, 2002. However,
     all grants and awards made under the Plan prior to such date shall remain
     in effect until such grants and awards shall have been satisfied,
     terminated, or paid out, or expire, in accordance with the Plan and the
     terms of such grants and awards.

     1.9  Limitation on Options and SARs Awardable to Any Single Participant.
The maximum number of shares of Common Stock underlying Options and SARs that
may be awarded under the Plan to any single Participant during the period from
March 2, 1992, the effective date of the Plan, through March 2, 2002, is
10,000,000.  The minimum price at which each Option is exercisable and the
minimum grant price of each SAR are specified in Sections 2.3 and 3.1,
respectively, of the Plan.

                                 ARTICLE II

           INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS

     2.1  Grant of Stock Options.  The Committee may, from time to time and
subject to the provisions of the Plan and such other terms and conditions as the
Committee may prescribe, grant to any eligible employee Incentive Stock Options
("ISOs" or "Options") and/or Non-Qualified Stock Options ("NQSOs" or "Options")
(as these terms are defined in Section 1.3) to purchase, for cash and/or for
already-owned shares of Common Stock, such number of shares of Common Stock as
the Committee shall determine.

     2.2  Award Agreements.  The grant of an ISO or NQSO shall be evidenced
by a written Award Agreement in such form as the Committee may from time to time
determine in accordance with the provisions of the Plan, executed by
BankAmerica.  Each Award Agreement pursuant to which Options are granted shall
state the number of shares of Common Stock subject to the Option, the Option
price, the Option Period, and any limitations on the Option, the restrictions on
assigning and transferring the Option described in Section 6.8, the manner of
payment for shares of Common Stock, and such other terms as the Committee shall
determine.

     2.3  Option Price.  The purchase price per share of Common Stock which
the Optionee must deliver upon the exercise of an ISO or NQSO shall be fixed by
the Committee, but shall not be less than 100% of the Fair Market Value of a
share of Common Stock on the date the Option is granted.

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     2.4  Option Period.  (a)  Each Option granted as an ISO or NQSO shall
become exercisable in part or in full at such time or times as the Committee may
determine and specify in each Award Agreement; provided, however, that no Option
                                               --------  -------                
will be exercisable before the date six months after the date the Option was
granted and no ISO shall be exercisable after the expiration of 10 years from
the date the ISO was granted.

          (b) Each Award Agreement shall set forth the extent to which the
     Optionee shall have the right to exercise the Option following the
     Optionee's retirement, death or termination of the Optionee's employment
     with the Company (including termination that, pursuant to the Award
     Agreement, may be deemed to occur upon a change in ownership of the
     Optionee's employer such that the Optionee's employer ceases to be
     BankAmerica or one of its Subsidiaries). Such provisions shall be
     determined in the sole discretion of the Committee and need not be uniform
     among all Options issued pursuant to the Plan.

          (c) The Committee may determine in its sole discretion from time to
     time to permit the Optionee to purchase all shares of Common Stock covered
     by the Optionee's Options, upon or after the Optionee's death, retirement,
     or termination of employment with the Company (including termination that,
     in the sole discretion of the Committee, may be deemed to occur upon a
     change in ownership of the Optionee's employer such that the Optionee's
     employer ceases to be BankAmerica or one of its Subsidiaries), without
     regard to whether the Options were fully exercisable upon death, retirement
     or termination of employment under the terms of the Award Agreements with
     respect to such Options.

     2.5  Limitation on ISOs.  Notwithstanding any other provisions in the
Plan or in any ISO agreement, to the extent the aggregate Fair Market Value
(determined at the time the option is granted) of stock with respect to which
ISOs granted after December 31, 1986 are exercisable for the first time by an
Optionee during any calendar year under all plans of BankAmerica and its
subsidiaries exceeds $100,000, such options shall be treated as NQSOs.  This
rule shall be applied by taking options into account in the order in which they
were granted so that options with the earliest grant date will receive ISO
treatment.

     No ISO shall be granted to any person who at the time owns more than ten
percent of total combined voting power of all classes of stock of BankAmerica
or of any Subsidiaries.

     2.6  Manner of Paying Option Price.  On exercise of each ISO or NQSO,
the Option Price shall be paid as follows: (a) in cash, (b) in already-owned
shares of Common Stock, or (c) in some combination of cash and shares, as
specified in the Award Agreement or as otherwise permitted by the Committee.
Already-owned shares of Common Stock must have been owned by the Optionee at the
time of exercise for at least the period of time specified in the Award

                                       9
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Agreement, and shall be valued at their Fair Market Value on the date of
exercise.

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

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

           (b)  the Optionee shall pay the full Option Price at the time of
     exercise, according to Section 2.6 above; and

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

     2.8   Cancellation of SARs.  Each Award Agreement shall specify whether the
exercise of an ISO or NQSO with respect to a share of Common Stock shall cancel
any SAR related to such share.

     2.9   Cancellation and Regrant of Options.  The Committee may cancel
particular NQSOs and regrant to the same Optionee NQSOs to purchase the same or
a different number of shares of Common Stock, only (i) with the consent of the
Optionee, and (ii) if the Option Price for the NQSOs so regranted is no less
than the higher of (A) the Option Price for the NQSOs so cancelled, or (B) the
Fair Market Value of the Common Stock on the date of regrant.

     2.10  Deferral of Option Gain.  The Committee may permit an Optionee 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 BankAmerica's transfer agent to register the shares of Common Stock in
the name of the Optionee until the date determined under the Committee's rules
and the Participant's election.

                                 ARTICLE III

                          STOCK APPRECIATION RIGHTS

     3.1  Grant of Stock Appreciation Rights.  The Committee is hereby
authorized to grant Stock Appreciation Rights ("SARs") to Participants. The
terms and conditions of the SARs shall be as provided in the Award Agreement
with respect to such SARs.  Each Award Agreement shall specify the grant price,
term, methods of exercise, methods of settlement, disposition of the SARs on
retirement, death or termination of employment of the holder of the 

                                       10
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SARs, and such other terms and conditions of the SARs as shall be determined
by the Committee. The Committee may impose such conditions or restrictions on
the exercise of any SAR as it may deem appropriate. SARs may be granted either
alone or in tandem with grants of Options under the Plan. SARs granted in
tandem with Options are referred to herein as "Tandem SARs".

          The Committee shall not grant an SAR in tandem with an ISO unless,
pursuant to applicable law and rules and regulations of the Internal Revenue
Service, the SAR may be attached to the ISO without causing the ISO to fail to
meet the requirements of Section 422A of the Internal Revenue Code.

          Subject to the terms of the Plan and the applicable Award Agreement,
an SAR shall confer on the holder thereof a right to receive payment (the "SAR
Value"), upon exercise thereof, equal to the excess of (i) the Fair Market Value
of one share of Common Stock on the date of exercise over (ii) the grant price
of the SAR as specified by the Committee, which shall be not less than the Fair
Market Value of one share of Common Stock on the date of grant of the SAR.

          3.2  Form and Timing of Payment.  (a) Exercise of Tandem SARs for Cash
or Common Stock.  Tandem SARs exercised during the Window Period described below
shall be payable only in cash, and Tandem SARs exercised outside the Window
Period shall be payable only in shares of Common Stock.  A "Window Period" is a
period (i) beginning on the third business day following the date of public
release of BankAmerica's quarterly or annual summary statements of revenues and
earnings and (ii) ending on the twelfth business day following such date.

               (b) Amount of Cash Payable on Exercise of Tandem SARs. When
          Tandem SARs are exercised during the Window Period, the Optionee shall
          receive a cash amount equal to (i) the number of Tandem SARs exercised
          multiplied by (ii) the difference between (A) the highest Fair Market
          Value of one share of Common Stock as of any day during the Window
          Period, and (B) the Option Price specified for the related Option.

               (c) Number of Shares Issuable or Deliverable on Exercise of
          Tandem SARs. When Tandem SARs are exercised outside the Window Period,
          the Optionee shall receive the number of whole shares of Common Stock
          equal to (i) the aggregate SAR Value (as defined in Section 3.1) of
          the Tandem SARs exercised divided by (ii) the Fair Market Value (as
          defined in Section 1.3) on the date of exercise. The Company shall
          deliver cash in lieu of fractional shares.

          3.3  Cancellation of Related Options.  Each Award Agreement shall
specify whether the exercise of an SAR shall cancel any NQSO to which it
relates, to the extent of the exercise.  Any exercise of an SAR with respect to
an ISO must be made in accordance with 

                                       11
<PAGE>
 
Section 3.1.



                                 ARTICLE IV

                 RESTRICTED STOCK AND RESTRICTED STOCK UNITS
 

          4.1  Introduction.  BankAmerica has outstanding shares of restricted
stock granted under the 1987 Plan, the BankAmerica Corporation Restricted Stock
Bonus Plan (the "Bonus Plan") and the BankAmerica Corporation Management
Incentive Stock Plan ("MISP").  Restricted stock already granted under the 1987
Plan, the Bonus Plan and the MISP will continue to be held under the terms of
those plans, except as provided in Section 1.7 of this Plan.  Only grants of
Restricted Stock and Restricted Stock Units made on or after the effective date
of this new Plan shall be governed by the terms of this Article IV.

          4.2  Award of Restricted Stock and Restricted Stock Units.  The
Committee may, from time to time and subject to the provisions of the Plan and
such other terms and conditions as the Committee may prescribe, award shares of
Common Stock or Restricted Stock Units to be held under the restrictions set
forth in this Article to any eligible employee (the "Restricted Stockholder").
If an eligible employee has been employed less than six months, any award of
Restricted Stock shall only be made from Common Stock which is held as treasury
stock by BankAmerica.

          4.3  Minimum Restrictions on Disposition.  A Restricted Stockholder
may not, under any circumstances, voluntarily dispose of any of the Restricted
Stock or Restricted Stock Units prior to the first to occur of the following
events:

               (a) the date on which the Restricted Stockholder completes the
          period of continuous service, which shall not be less than one year,
          with the Company following the award date specified by the Committee
          for such award;

               (b) delivery of the Restricted Stock to the Restricted
          Stockholder following a Committee determination pursuant to Section
          6.6 hereof in connection with a Change in Control;

               (c) the Restricted Stockholder's retirement or death; or

               (d) delivery of the Restricted Stock to the Restricted
          Stockholder following his or her termination of employment prior to
          retirement or death pursuant to a determination by the Committee
          under Section 4.6.

The limitations in this Section 4.3 will hereinafter be referred to 

                                       12
<PAGE>
 
as the "minimum restrictions."

     4.4  Optional Restrictions.  In addition to the minimum restrictions, the
Committee may impose additional restrictions ("optional restrictions") upon the
Restricted Stockholder's voluntary disposition of the Restricted Stock or
Restricted Stock Units, either at the time the Committee makes an award of such
Restricted Stock or Restricted Stock Units or at any subsequent time before the
minimum restrictions expire.  The Committee may impose optional restrictions
(such as, without limitation, permitting such disposition and release only in
installments over a period of years) as it may deem in the best interests of the
Restricted Stockholder, or in the case of the Restricted Stockholder's death, of
the heirs or legatees who become entitled to such Restricted Stock or Restricted
Stock Units by the applicable laws of inheritance or under the terms of the
Restricted Stockholder's will.

     4.5  Termination of Employment of Restricted Stockholder for Gross
Misconduct.  If a Restricted Stockholder's services are terminated for cause for
gross misconduct, all shares of Restricted Stock and Restricted Stock Units
awarded to any Restricted Stockholder under this Plan shall be forfeited, and
the Committee shall direct such shares of Restricted Stock and Restricted Stock
Units to be transferred and delivered to BankAmerica.  Gross misconduct
includes, but is not limited to, acts of dishonesty, such as theft,
embezzlement, and falsification of the Company's records with intent to deceive;
breach of trust; knowing violation of rules established by the Company; and any
crime determined by the Company to result in termination of employment.

     4.6  Termination of Employment of Restricted Stockholder not Involving
Gross Misconduct.

          (a) Should a Restricted Stockholder who was employed by the Company
     at the date of grant terminate his or her employment with the Company
     prior to (i) the date on which he or she completes the period of
     continuous service for the Company following the award date specified by
     the Committee for such award, or (ii) his or her death or retirement, or

          (b) should the Company terminate his or her employment for any reason
     other than for a cause set forth in Section 4.5 above, BankAmerica shall
     reacquire all the Restricted Stock and Restricted Stock Units without the
     payment of consideration in any form to such Restricted Stockholder and the
     Restricted Stockholder shall unconditionally forfeit any right, title or
     interest to such Restricted Stock and Restricted Stock Units, unless the
     Committee, up to 90 days after such termination, determines in its sole
     discretion to permit the Restricted Stockholder to (i) retain all or any
     part of the Restricted Stock, and/or (ii) to waive in whole

                                       13
<PAGE>
 
     or in part any or all remaining restrictions on Restricted Stock Units, and
     to deliver shares of Common Stock to the Restricted Stockholder in respect
     of such Restricted Stock Units. Upon direction of the Committee, all
     forfeited Restricted Stock and Restricted Stock Units shall be transferred
     and delivered to BankAmerica. Termination of a Restricted Stockholder's
     employment with the Company shall be deemed to include a change in
     ownership of the Restricted Stockholder's employer such that the Restricted
     Stockholder's employer ceases to be BankAmerica or one of its Subsidiaries.

     4.7  Registration and Escrow.  Any Restricted Stock granted under the Plan
may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event that any stock certificate is issued
in respect of shares of Restricted Stock granted under the Plan, such
certificate shall be registered in the name of the Restricted Stockholder and
shall either bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Restricted Stock, or, at the direction of the
Committee, be held by Bank of America National Trust and Savings Association
(the "Bank") (or another escrow agent appointed by the Committee) in escrow
subject to delivery to the Restricted Stockholder or to BankAmerica at such
times and in such amounts as the Committee shall direct under the terms of the
Plan. When an employee accepts an award of Restricted Stock pursuant to the
Plan, he or she thereby grants an irrevocable power of attorney to the Bank or
any other escrow agent appointed by the Committee to cause the transfer and
delivery to BankAmerica of any such Restricted Stock which the Committee shall
direct to be so transferred and delivered pursuant hereto.

     4.8  Payment in Respect of Restricted Stock Units.

          (a)  Each Restricted Stock Unit shall represent one share of Common
     Stock, and shall, at the time and to the extent it becomes vested, be
     payable by the delivery of one share of Common Stock. The Committee is
     authorized to grant Restricted Stock Units under which the Restricted
     Stockholder shall be entitled to receive payments equivalent to dividends
     with respect to a number of shares of Common Stock determined by the
     Committee, and the Committee may determine that such amounts (if any)
     shall be paid to the Restricted Stockholder in cash from time to time, or
     be deemed to have been reinvested in additional shares of Common Stock or
     additional Restricted Stock Units, or otherwise reinvested. Restricted
     Stock Units shall have no voting rights.

          (b)  The Committee may, in its discretion, provide that payment to
     the Restricted Stockholder in respect of Restricted Stock Units shall be
     deferred until such date or dates, not later than the Restricted
     Stockholder's death, retirement or other termination of employment with
     the Company, as the Restricted Stockholder may elect. Any such election
     shall be filed in writing 

                                       14
<PAGE>
 
     with the Committee in accordance with such rules and regulations,
     including any time periods within which such election shall be made, as
     the Committee may specify.

     4.9  Dividends on Restricted Stock.  Even while the Restricted Stock is
held in escrow, the Committee may determine that all dividends BankAmerica pays
on the Restricted Stock shall be delivered directly to the Restricted
Stockholder, not the escrow account.

     4.10   Voting Rights.  Even while the Restricted Stock is held in escrow,
the Committee may determine that the Restricted Stockholder shall have the same
voting rights with respect to the Restricted Stock as those provided to other
shareholders of Common Stock.

                                  ARTICLE V

                          OTHER STOCK-BASED AWARDS

     5.1  Other Stock-Based Awards.  The Committee is hereby authorized to grant
to Participants such awards that are denominated or payable in, valued in whole
or in part by reference to, or otherwise based on or related to, shares of
Common Stock (including, without limitation, securities convertible into shares
of Common Stock) as are deemed by the Committee to be consistent with the
purposes of the Plan; provided, however, that such grants must comply with Rule
                      --------  -------                                        
16b-3 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, and applicable law, except that Options may be
transferable to the extent permitted by, and in accordance with the provisions
of, Section 6.8 of the Plan.  Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the terms and
conditions of such awards.  Shares of Common Stock or other securities delivered
pursuant to a purchase right granted under this Section 5.1 shall be purchased
for such consideration, which may be paid by such method or methods and in such
form or forms, including, without limitation, cash, shares of Common Stock,
other securities, other awards, or other property, or any combination thereof,
as the Committee shall determine, the value of which consideration, as
established by the Committee, shall not be less than the Fair Market Value of
such shares of Common Stock or other securities as of the date such purchase
right is granted.

                                 ARTICLE VI

                                MISCELLANEOUS

          6.1  Notices.  All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or messenger,
addressed

                                       15
<PAGE>
 
          (a) if to the Company, at

              BankAmerica Corporation
              1 South Van Ness Avenue, 7th Floor
              San Francisco, CA  94103

              Attn:  c/o Bank of America NT&SA
                     Executive Product Services #3005

          (b) if to the Participant, at the last address shown on the
     Company's personnel records, or

          (c) to such address as either the Company or the Participant shall
     later designate by notice to the other.

     6.2  Amendments of Plan.  BankAmerica may, at any time and from time to
time, modify, amend, suspend or terminate the Plan in any respect by action of
the Board or by written amendment executed by a duly authorized officer of
BankAmerica.  Notwithstanding the above, however, any modification, amendment,
suspension or termination of the Plan shall not affect a Participant's rights to
a grant or award previously made, except as provided in Section 1.8(a), or
except with his or her consent.

     6.3  Leaves of Absence.  The Committee shall be entitled to make such
rules, regulations and determinations as it deems appropriate under the Plan in
respect of any leave of absence from the Company taken by the recipient of any
grant or award under the Plan.  Without limiting the generality of the
foregoing, the Committee shall be entitled to determine (a) whether or not any
such leave of absence shall be treated as a termination of employment with the
Company within the meaning of the Plan and (b) the impact, if any, of any such
leave of absence on grants and awards under the Plan.

     6.4  Dilution and Other Adjustments.  In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
shares of Common Stock, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of shares of Common Stock or
other securities of BankAmerica, issuance of warrants or other rights to
purchase shares of Common Stock or other securities of BankAmerica, or other
similar corporate transaction or event, affects the Common Stock, such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
shall deem equitable, adjust any or all of (i) the number and type of shares of
Common Stock which thereafter may be made the subject of Awards, (ii) the number
and type of shares of Common Stock (or other 

                                       16
<PAGE>
 
securities or property) subject to outstanding Awards, and (iii) the grant,
purchase or exercise price with respect to any Award, or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, in each case, that with respect to Awards of ISOs no
       --------  -------
such adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422A of the Internal Revenue Code or any
successor provision thereto; and provided further that the number of shares of
                                 -------- -------
Common Stock subject to any Award denominated in shares of Common Stock shall
always be a whole number.

     6.5  General Restriction.  Each grant and award under the Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (a) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or federal law, (b) the consent or approval of any government regulatory body,
or (c) an agreement by the recipient of a grant or award with respect to the
disposition of shares of Common Stock, is necessary or desirable as a condition
of, or in connection with, the making of a grant or award or the issue, delivery
or purchase of shares of Common Stock thereunder, then such grant or award shall
not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.

     6.6  Change in Control.  If BankAmerica undergoes a Change in Control (as
defined in Section 1.3(e)),  the following shall apply:

          (a)  Except as provided in subsection (b) below, (i) all outstanding
     Options and SARs shall be immediately exercisable in full and (ii) all
     Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards
     shall be immediately released free from all restrictions and shall be
     delivered or paid, as the case may be, to the Participant as soon as
     practicable following the Change in Control.

          (b)(i)  The Performance Share Units awarded on November 7, 1994 (and
     any subsequent awards of Performance Share Units) under the BankAmerica
     Corporation 1992 MSP Performance Share Program shall vest in the time or
     times specified in Section 4.1 of the Performance Share Program whether
     or not the Participant continues in employment with the Company. However,
     following a Change in Control, the Committee shall no longer have
     discretion to not vest Performance Share Units after the end of the term
     of the Award if BAC ranks 1 or 2 in total shareholder return relative to
     its peer banks for the term of the Award.

          (b)(ii)  In the event (i) any Award has been made to a person who,
     at the time of a Change in Control is an officer or director of
     BankAmerica, as such terms are defined in 

                                       17
<PAGE>
 
     Section 16 of the Securities Exchange Act of 1934 and the rules of the
     Securities and Exchange Commission thereunder, and (ii) such Award has
     not satisfied the applicable minimum vesting provisions of the Plan, this
     Section 6.6 shall apply to such Award immediately after the satisfaction
     of any such applicable minimum vesting period, whether or not the person
     remains an employee of the Company at that time.

          (c)  Except as provided in the following sentence (and, if
     applicable, the expiration of the minimum vesting period in (b)), in the
     event a Participant terminates employment with the Company following a
     Change in Control, his or her Options and SARs shall remain exercisable
     for a period of three years following termination of employment, not to
     exceed the original term of the Option or SAR. The preceding sentence
     shall not apply to an incentive stock option unless the option agreement
     gives the Committee discretion to permit the incentive stock option to
     remain exercisable following termination of the optionholder's
     employment, in which case the incentive stock option shall be exercisable
     for three months following termination of employment without further
     Committee action.

          (d)  Section 6.7 of the Plan regarding payment of withholding taxes
     shall remain applicable.

     6.7  Withholding Taxes.  The Company shall have the right to deduct from
any settlement of an Award made under the Plan, including the delivery or
vesting of shares, 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 obligations.  The Committee may permit
shares to be used to satisfy required tax withholding and such shares shall be
valued at the Fair Market Value as of the settlement date of the applicable
award.

     6.8 Non-Assignability. Except as provided below, no Participant shall have 
the right to alienate, assign, encumber, hypothecate or pledge his or her 
interest in any Award under the Plan, voluntarily or involuntarily, and any 
attempt to so dispose of any such interest prior to payment thereof shall be 
void.

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

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

     The transferee of any Options transferred in accordance with the terms and 
conditions of the Plan shall have the right to exercise such Options and to have
the shares of Common Stock covered by such Options registered in the name of 
such transferee, as though such transferee were the Optionee for purposes of 
Section 2.7 of the Plan.

     Nothwithstanding anything contained in this Section 6.8, the Company shall 
have the right to offset from any unpaid or deferred Award any amounts due and 
owing from the Participant to the extent permitted by law; provided, however, 
                                                           --------  -------
that with respect to any Options that are transferred in accordance with the 
terms and conditions of the Plan, such right shall cease upon the transfer.
 


                                      18
<PAGE>
 
     6.9  No Right to Employment.   Nothing in the Plan nor in any agreement
entered into pursuant to the Plan shall confer upon any Participant the right to
continue in the employment of the Company, nor affect any right which the
Company may have to terminate the employment of such person.

     6.10  Rights as Shareholder.  No Participant shall have rights as a
shareholder with respect to shares of Common Stock awarded to him or her unless
and until the certificates for such shares are delivered to him or her.  The
Committee may determine that Restricted Stockholders have full voting rights
with respect to Restricted Stock, as provided in Section 4.9 hereof.

     6.11  Entire Plan.  This document is a complete statement of the Plan.  As
of its effective date this document supersedes all prior plans, representations
and proposals, written or oral, relating to its subject matter, except as
otherwise provided in Section 1.7 hereof.  The Company shall not be bound by or
liable to 

                                       19
<PAGE>
 
any person for any representation, promise or inducement made by any employee
or agent of it which is not embodied in this document.

     6.12  Governing Law.  The Plan shall be construed and enforced in
accordance with California law.

     6.13  Delegation.  The Committee may delegate to one or more officers of
the Company or any of its Subsidiaries, or to a committee of such officers, the
authority, subject to such terms and limitations as the Committee shall
determine, to make grants and awards to, or to cancel, modify, waive rights with
respect to, alter, discontinue, suspend, or terminate grants or awards held by,
officers or employees of the Company, who are not officers or directors of the
Company for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended.

     6.14  Foreign Employees.  In order to facilitate the making of any grant or
award under the Plan, the Committee may provide for such special terms for
grants and awards to participants who are foreign nationals or who are employed
by the Company or any Subsidiary outside of the United States of America as the
Committee may consider necessary or appropriate to accommodate differences in
local law, policy or custom.  Moreover, the Committee may approve such
supplements to or amendments, restatements, or alternative versions of the Plan
including supplements, amendments or alternative versions providing for Other
Stock-Based Awards as it may consider necessary or appropriate for such
purposes, without thereby affecting the terms of the Plan as in effect for any
other purpose.  No such special terms, supplements, amendments or restatements,
however, shall include any provisions that are inconsistent with the terms of
the Plan as then in effect unless the Plan could have been amended to eliminate
such inconsistency without further approval by the shareholders of BankAmerica.

     The resolution amending Sections 1.3(e) and 6.6 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, stock appreciation right, restricted
stock unit or other stock based award granted under the Plan prior to the date
of such modification, suspension, amendment or termination.

                                       20