SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
(Mark One)                                            FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1996
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
               For the transition period from _______ to ________
                           Commission File No. 0-9477
                               -------------------

                         FIRST COMMERCIAL BANCORP, INC.
             (Exact Name of registrant as specified in its charter)
                               Delaware 94-2683725
(State or other jurisdiction of incorporation or organization)
                      (I.R.S. Employer Identification No.)

                 865 Howe Avenue, Sacramento, California, 95825
               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (916) 641-3288
                           --------------------------
               Securities registered pursuant to Section 12(b) of
the Act:

                                               Name of each exchange
           Title of each class                 on which registered
           -------------------                 -------------------
                None                            N/A
                  Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, Par Value of $12.50
                                (Title of class)
         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendments to this Form 10-K. [ X ]

         The aggregate market value of the voting stock held by nonaffiliates of
the  registrant,  based on the closing  price of the Common  Stock on the NASDAQ
Small Cap Market System on March 14, 1997, was $3,176,345.  For purposes of this
computation,  officers, directors and 5% beneficial owners of the Registrant are
deemed to be affiliates.  Such  determination  should not be deemed an admission
that such directors,  officers or 5% beneficial owners are, in fact,  affiliates
of the Registrant.

         At March 18, 1996 there were 845,779 shares of the registrant's  common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1996 (Annual Report) are incorporated by reference into Parts I and
II.



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                                     PART I

Item 1.  Business
-----------------

     General.  First  Commercial  Bancorp,  Inc.  (the  Company  or  FCB)  is  a
Sacramento,  California-based bank holding company incorporated in Delaware. FCB
conducts its business  through its sole  subsidiary,  First  Commercial  Bank, a
California  state chartered bank (the Bank) which commenced  operations in 1979.
The Bank operates a commercial banking business through its headquarters  office
in Sacramento and five branch offices located, in Roseville (two branches),  San
Francisco,  Concord and Campbell,  California. At December 31, 1996, the Company
had $153.0  million  in total  assets,  $94.5  million  in total  loans,  net of
unearned discount,  $136.1 million in total deposits,  and $6.3 million in total
stockholders'  equity.  This compares to $169.5  million in total assets,  $74.0
million  in total  loans,  net of  unearned  discount,  $156.2  million in total
deposits, and $3.6 million in total stockholders' equity at December 31, 1995.
     In December 1996, FCB  implemented a reverse stock split,  whereby each 125
shares of  outstanding  common  stock  were  converted  into one share of common
stock.  For  consistency,  the number of shares and per share data  referred  to
throughout  this Report on Form 10-K were restated to give effect to the reverse
split, except with respect to Item 4, where actual vote counts are reported.
     The Bank offers a broad range of commercial and personal banking  services,
including certificate of deposit accounts,  individual retirement and other time
deposit accounts,  checking and other demand deposit accounts, interest checking
accounts,  savings  accounts  and money  market  accounts.  The  Bank's  lending
services   include   commercial  and  industrial,   agricultural,   real  estate
construction and development,  residential real estate and consumer loans. Other
financial services include credit-related  insurance,  automatic teller machines
and safe deposit boxes.
     FCB grew substantially during the 1980s,  primarily through the acquisition
of 13 branches from  California  Canadian Bank and the  acquisition  of Citizens
Bank of  Roseville.  Between  1988 and 1992,  the  Company  focused  its lending
activities  on  real  estate   construction   loans  and  loans  to  small-  and
medium-sized  businesses.  FCB  funded  a  substantial  portion  of its  lending
activities through deposits from title insurance and escrow companies,  and from
small- to medium-sized businesses.  By December 31, 1993, FCB's total assets had
reached  $349.8  million.  Included  in this were $83.7  million of real  estate
construction and real estate secured loans,  which represented 42.9% of the loan
portfolio.  This asset growth was funded by $323.8 million of deposits, of which
$86.5 million, or 26.7% were title and escrow accounts. This focused lending and
deposit  generation  strategy  involved  certain  risks  which  has  contributed
significantly to FCB's financial performance.
     The  downturn in the  California  economy  during the late 1980's and early
1990's, particularly related to the real estate market, led to significant asset
quality  problems.  As a  result,  FCB  reported  losses of $3.5  million,  $7.3
million,  $18.2 million and $7.4 million for the years ended  December 31, 1992,
1993, 1994 and 1995,  respectively.  These substantial  losses,  and the related
asset quality problems,  caused regulatory authorities to place FCB and the Bank
under a Memorandum of Understanding  (MOU) and under certain  regulatory  orders
(Orders),   respectively,   which  placed  significant   restrictions  on  their
operations, including restrictions on the payment of dividends, requirements for
the attainment of specified capital levels and reductions of classified  assets.
As a result of the  recapitalization  discussed  below,  combined  with numerous
other actions which have been taken by the Company, the MOU and Orders have been
terminated,  and,  accordingly,  FCB and the Bank no longer  operate under these
restrictions.  Although  FCB  incurred  a loss of  $570,000  for the year  ended
December 31, 1996, this loss was comprised of a loss of $1.16 million during the
first quarter of 1996,  followed by net income of $590,000  during the remainder
of 1996.

     Recapitalization and Financial Restructuring. As a result of its continuing
losses,  by June 30, 1995, FCB's leverage capital ratio had decreased to (.23)%,
reflecting its negative capital position,  and the Bank's leverage capital ratio
had decreased to 1.08%.  The Bank's  capital level caused it to be classified as
"critically  undercapitalized"  for  regulatory  purposes,  subjecting it to the
Prompt Corrective Action (PCA) provisions of the Financial  Institutions Reform,
Recovery and Enforcement Act of 1989 and requiring it to seek additional capital
or face the possible  imposition of a conservatorship or receivership  within 90
days.  As a result,  as of June 30, 1995,  FCB and the Bank entered into a Stock

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Purchase  Agreement  with First  Banks,  Inc.  (First  Banks)  and Mr.  James F.
Dierberg,  President and Chief Executive Officer of First Banks. Pursuant to the
Stock Purchase  Agreement,  Mr. Dierberg provided interim financing for the Bank
in the form of a purchase  of $1.5  million of  nonvoting  preferred  stock.  On
August 7,  1995,  FCB  entered  into an  Amended  and  Restated  Stock  Purchase
Agreement (the Amended Agreement) with First Banks and Mr. Dierberg. The Amended
Agreement,  and subsequent agreements entered into with First Banks, resulted in
a series of transactions as follows:

       a. On August 22, 1995, First Banks acquired the Bank preferred stock from
          Mr. Dierberg for $1.5 million.
       b. On August 23, 1995,  First Banks purchased  116,666,666 shares of Bank
          common stock for an additional $3.5 million.
       c. On October 31, 1995, First Banks purchased a convertible debenture of
          FCB for $1.5 million,  the proceeds of which were used to increase the
          capital of the Bank.
       d. Following  the  completion  of  a  Special  Stockholders'  Meeting  on
          December 27, 1995, the shares of Bank preferred  stock and Bank common
          stock held by First Banks were  exchanged  for  400,000  shares of FCB
          common  stock.  In  addition,  First  Banks  purchased  a  convertible
          debenture of FCB for $5.0 million,  the proceeds of which,  except for
          $250,000 retained by FCB, were contributed to the capital of the Bank.
       e. On December 28, 1995,  First Banks  purchased  an  additional  120,000
          shares of FCB common  stock for $1.5  million,  the  proceeds of which
          were used to increase the capital of the Bank.

     On February 16, 1996, after its Amended Registration Statement was declared
effective by the Securities and Exchange  Commission,  FCB commenced an offering
of  an  aggregate  of  477,520  shares  of  newly-issued  common  stock  (Rights
Offering).  The Rights Offering was composed of: (a) an offering to its existing
shareholders, other than First Banks, of 400,000 shares at $12.50 per share; (b)
an  offering to  individuals  who were not  shareholders  of FCB of a maximum of
80,000 of the shares  available in the Rights  Offering which were not otherwise
subscribed;  and (c) an  offering  of 77,520  shares  in  exchange  for  certain
outstanding dividend obligations and accrued interest thereon of FCB. The Rights
Offering  was  completed  during  the second  quarter of 1996 and  approximately
288,720 shares were issued in exchange for $2.97 million in cash and $643,000 in
outstanding dividend obligations.  The Rights Offering provided $3.22 million of
capital to FCB, net of underwriting expenditures of $373,000. As a result of the
Rights  Offering,  First  Banks'  ownership  was reduced to 61.46%  prior to the
conversion of the debentures,  or 77.24% if the debentures had been converted as
of December 31, 1996.
     The proceeds from these transactions, net of amounts retained by the parent
company for corporate  expenses and certain  offering  expenses  incurred in the
above transactions,  were used to increase the capital of the Bank. The leverage
ratios of FCB and the Bank as of December  31, 1996 have  increased to 4.25% and
8.87%,  respectively.  Although FCB  continues to be  considered  "significantly
undercapitalized"  for  regulatory  purposes,  the Bank is currently  considered
"well capitalized."
     In  December  1996,  FCB's  Board of  Directors  elected  to  implement  an
accounting change which is referred to as a  "quasi-reorganization."  This is an
accounting  procedure  which  results in restating  the  carrying  values of the
Company's  assets and liabilities to their current fair values,  and eliminating
the deficit which had accumulated in previous years.  The Company  concluded the
quasi-reorganization established a more appropriate basis upon which to evaluate
the financial position and results of operations. The implementation,  which was
effective  on  December  31,  1996,  did not have a  significant  impact  on the
financial position or results of operations of FCB.

     Economic Trends.  The Bank's business and consumer customers are located in
Northern   California.   During  the  early  1990's,  this  area  experienced  a
significant  economic  downtown  which  particularly  affected  the real  estate
sector.  This  recession  was  the  result  of a  number  of  factors,  but  was
exacerbated  and  prolonged  by  the  effects  of  military  base  closures  and
reductions in the U.S. Department of Defense spending budgets.  Mather Air Force
Base and the  Sacramento  Army Depot have been closed in the  Sacramento  region
while the  Oakland-Alameda  Naval  Yard,  Mare  Island  Naval  Shipyard  and the
Presidio in the San Francisco Bay Area are all scheduled for closure.  McClellan

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Air Force Base in  Sacramento  also has been placed on a list of the bases which
are to be closed by the Federal  government.  During 1994,  McClellan  Air Force
Base employed  approximately  11,000 people  residing in the greater  Sacramento
area.
     The  unemployment  driven by military  base  closures and defense  spending
cut-backs have lowered  consumer  confidence,  deterred  business  expansion and
lowered real estate values.
     Declining California property values had an adverse effect on the Company's
operations  since 1991  because a  significant  amount of the  Bank's  loans are
secured by real estate.  During the last part of 1994 and continuing  into 1996,
the Northern  California  region appears to have  experienced a slight  economic
recovery. At December 31, 1996, the unemployment rate for the Sacramento and San
Francisco  Bay Area  regions had improved to 5.0% and 3.4%,  respectively,  from
7.1% and 6.0% at December 31, 1993, respectively.

     Market Area and Customer  Base.  The Bank focuses on marketing a full range
of financial services to its business and consumer customers in the metropolitan
areas of  California  where its six offices  are  located.  The Bank's  business
customer base is diversified in the areas of manufacturing,  service industries,
wholesale and retail trade, transportation and real estate construction.
     The  commercial   banking  activities  of  the  Bank  are  directed  toward
developing and supporting  small to  medium-sized  businesses  within the Bank's
service  area,  by providing a full range of financial  services.  The Bank also
markets its financial  services to individuals in order to develop core deposits
and additional sources of noninterest income.

     Lending Activities.  Lending activities are conducted pursuant to a written
loan policy which has been adopted by the Bank.  Each loan officer has a defined
lending authority and loans made by each such officer must be reviewed by a loan
committee of the Bank or Bank's board of directors  depending upon the amount of
the loan request.
     Generally, loans are limited to borrowers residing or doing business in the
market area of the Bank.  The Bank's  policy is to meet the quality  loan demand
and credit needs of its local community before it considers the purchase of loan
participations, including loan participations with affiliates of First Banks.
     The Company offers the following  types of loans:  commercial,  real estate
construction and development,  commercial and residential real estate,  consumer
and installment  loans. The loan portfolio  composition for the five years ended
December  31,  1996  is  included  on  page  10 of  the  Annual  Report  and  is
incorporated  herein by reference.  For  additional  loan  portfolio and related
credit risk information, see "Management's Discussion and Analysis - Lending and
Credit Management", on page 9 through 13 of the Annual Report.

     Investments . The Bank has established a written investment policy which is
reviewed  annually.  The investment  policy identifies  investment  criteria and
states  specific  objectives in terms of risk,  interest rate  sensitivity,  and
liquidity.  Among the criteria the  investment  policy directs the management of
the Bank to consider are the quality,  term, and marketability of the securities
acquired for their respective investment portfolios. The Bank does not engage in
the  practice  of trading  securities  for the purpose of  generating  portfolio
gains. The investment portfolio composition is included on page 25 of the Annual
Report  and  is  incorporated  herein  by  reference.   See  also  "Management's
Discussion  and  Analysis  -  Investment  Securities,  Interest  Rate  Risk  and
Liquidity" on page 13 through 15 of the Annual Report.

     Deposits.   The  Bank  primarily   obtains  deposits  from  three  sources:
individuals,  businesses with whom it has established a banking relationship and
local  government  agencies.  The Bank has a diversified  deposit base. A mix of
demand and other deposits  associated  with the Bank's lending  relationship  is
supplemented  by retail  deposits  generated by the Bank's  northern  California
branch network.  At December 31, 1996, the Bank had no brokered or telemarketing
deposits,   significant  volatile  liabilities,  or  escrow  or  title  industry
deposits. A table summarizing the distribution of the Company's deposit accounts
and the weighted average nominal interest rates on each category of deposits for
the three years  ending  December  31, 1996 is included on page 13 of the Annual
Report and is incorporated herein by reference. See "Management's Discussion and

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Analysis - Liquidity" on page 14 through 15 of the Annual  Report,  incorporated
herein by reference, for additional information regarding the Bank's deposits.

     Competition . In California and in the Bank's primary  service area,  major
banks dominate the commercial and retail banking industry.  Among the advantages
which  these  banks  may  have  over  the  Bank are  their  ability  to  finance
wide-ranging  advertising  campaigns and to allocate  their  investment  assets,
including  loans,  to regions  of higher  yield and  demand.  By virtue of their
larger capital bases,  such  institutions  have  substantially  greater  lending
limits than the Bank and perform certain functions, including trust services and
international banking services,  which are not presently offered directly by the
Bank but are offered indirectly by the Bank through correspondent  institutions.
The  Bank  also   competes  for  loans  and  deposits   with  savings  and  loan
associations,  finance companies,  money market funds,  brokerage houses, credit
unions and non-regulated financial institutions.
     In order to  compete  with  other  financial  institutions  in its  primary
service  area,  the Bank  relies  principally  upon direct  personal  contact by
directors, officers, employees, stockholders, and specialized promotion-oriented
services representatives.
     From time to time,  legislation is proposed or enacted which has the effect
of increasing the cost of doing  business,  limiting  permissible  activities or
affecting  the   competitive   balance   between   banks  and  other   financial
institutions. It is impossible to predict the competitive impact these and other
changes  in  legislation  will have on  commercial  banking in general or on the
business of the Bank in particular.

Supervision and Regulation

General
     The Company and the Bank are extensively  regulated under federal and state
law.  These  laws and  regulations  are  intended  to  protect  depositors,  not
shareholders.  To the extent that the following  information describes statutory
or  regulatory  provisions,  it is qualified in its entirety by reference to the
particular statutory and regulatory provisions. Any change in applicable laws or
regulations  may have a material  effect on the  business  and  prospects of the
Company.  The operations of the Company may be affected by  legislative  changes
and by the policies of various regulatory authorities.  The Company is unable to
predict the nature or the extent of the  effects on its  business  and  earnings
that  fiscal or  monetary  policies,  economic  controls or new federal or state
legislation may have in the future.
     The Company is a  registered  bank holding  company  under the Bank Holding
Company Act (BHC Act),  and, as such, is subject to regulation,  supervision and
examination  by the  Board of  Governors  of the  FRB.  The  Company's  majority
stockholder,  First  Banks,  is also a registered  bank  holding  company and is
subject to the regulation and supervision of the FRB. The Company is required to
file annual reports with the FRB and provide the FRB such additional information
as they may require.
     The Bank, as a California  state-licensed  bank, is subject to  regulation,
supervision and periodic  examination by the SBD and the FDIC. The Bank is not a
member of the Federal  Reserve System,  but is  nevertheless  subject to certain
regulations  of the FRB.  The  Bank's  deposits  are  insured by the FDIC to the
maximum amount  permitted by law,  which is currently  $100,000 per depositor in
most cases.

Recent and Pending Legislation
     The enactment of the legislation described below has significantly affected
the banking  industry  generally and will have an ongoing  effect on the Company
and the Bank in the future.
     Financial  Institutions Reform,  Recovery, and Enforcement Act of 1989. The
Financial  Institutions Reform,  Recovery,  and Enforcement Act of 1989 (FIRREA)
reorganized  and  reformed  the  regulatory  structure  applicable  to financial
institutions generally.  Among other things, FIRREA enhanced the supervisory and
enforcement  powers for the federal bank regulatory  agencies;  required insured
financial  institutions to guaranty  repayment of losses incurred by the FDIC in
connection  with the failure of an affiliated  financial  institution;  required
financial  institutions to provide their primary federal  regulator with notice,
under  certain  circumstances,  of changes in senior  management  and  broadened
authority for bank holding companies to acquire savings institutions.
     Under FIRREA,  federal bank  regulators were granted  expanded  enforcement
authority over  "institution-affiliated  parties"  (i.e.,  officers,  directors,
controlling  stockholders,  as well as attorneys,  appraisers or accountants who

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knowingly or recklessly participate in wrongful action likely to have an adverse
effect on an insured  institution).  Federal  banking  regulators  have  greater
flexibility  to bring  enforcement  actions  against  insured  institutions  and
institution-affiliated  parties,  including cease and desist orders, prohibition
orders,  civil money  penalties,  termination of insurance and the imposition of
operating  restrictions  and  capital  plan  requirements.   In  general,  these
enforcement  actions may be initiated for violations of laws and regulations and
unsafe or unsound  practices.  Since the  enactment of FIRREA,  the federal bank
regulators have significantly increased the use of written agreements to correct
compliance  deficiencies  with respect to applicable laws and regulations and to
ensure safe and sound  practices.  Violations  of such  written  agreements  are
grounds for initiation of cease-and-desist proceedings.  FIRREA granted the FDIC
back-up enforcement  authority to recommend enforcement action to an appropriate
federal banking agency and to bring such enforcement  action against a financial
institution or an  institution-affiliated  party if such federal  banking agency
fails to follow the FDIC's recommendation.  In addition, FIRREA requires, except
under certain  circumstances,  public disclosure of final enforcement actions by
the federal banking agencies.
     FIRREA also  established  a cross  guarantee  provision  (Cross  Guarantee)
pursuant to which the FDIC may recover from a depository institution losses that
the FDIC incurs in providing assistance to, or paying off the depositors of, any
of such depository  institution's affiliated insured banks or thrifts. The Cross
Guarantee  thus  enables  the FDIC to assess a holding  company's  healthy  Bank
Insurance  Fund (BIF)  members and  Savings  Association  Insurance  Fund (SAIF)
members  for the  losses of any of such  holding  company's  failed BIF and SAIF
members.  Cross  Guarantee  liabilities  are  generally  superior in priority to
obligations of the  depository  institution  to its  stockholders  due solely to
their  status  as  stockholders  and  obligations  to  other  affiliates.  Cross
Guarantee liabilities are generally subordinated to deposit liabilities, secured
obligations  or any other  general or senior  liabilities,  and any  obligations
subordinate to depositors or other general creditors.
     FIRREA requires a financial  institution or holding company thereof to give
30 days' prior written notice to its primary  federal  regulator of any proposed
director or senior  executive  officer if the  institution has been chartered or
has  undergone a change in control  within the  preceding two years or is not in
compliance  with the minimum  capital  requirements  or otherwise is in troubled
condition,   giving  the  regulator  the  opportunity  to  disapprove  any  such
appointment.  The federal  banking  agencies have adopted rules to implement the
foregoing  provisions that broadly define "senior executive  officer" to include
the president,  chief financial officer, chief lending officer, chief investment
officer, general counsel, or their functional equivalents, or any individual who
exercises  significant  influence over, or participates  in, major policy making
decisions  without  regard to title,  salary or  compensation.  The term "senior
executive officer" also includes any employee of another entity hired to perform
the functions of positions  listed above.  The term  "troubled  condition"  with
respect to a financial institution means an institution: (i) that has received a
composite rating of 4 or 5 (i.e., one of the two lowest examination  ratings) in
its most recent examination;  (ii) that is the subject of a capital directive or
formal  enforcement  action or proceeding or written agreement entered into with
the  federal  banking  agency  relating  to safety  or  soundness  or  financial
viability;  or (iii) that is informed in writing by such agency that it has been
deemed to be in troubled condition.
     The Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991. The
Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991  (FDICIA) was
adopted to  recapitalize  the BIF and impose certain  supervisory and regulatory
reforms  on  insured  depository  institutions.   In  general,  FDICIA  includes
provisions,  that among others: (i) increased the FDIC's line of credit with the
U.S.  Treasury in order to provide the FDIC with  additional  funds to cover the
losses of federally  insured banks;  (ii) reformed the deposit insurance system,
including the  implementation of risk-based  deposit insurance  premiums;  (iii)
established a format for closer  monitoring of financial  institutions to enable
prompt  corrective  action by banking  regulators  when a financial  institution
begins to experience financial difficulty;  (iv) established five capital levels
for  financial  institutions  ("well  capitalized,"   "adequately  capitalized,"
"undercapitalized,"    "significantly    undercapitalized"    and    "critically
undercapitalized")  that would  impose more  scrutiny and  restrictions  on less
capitalized institutions; (v) required the banking regulators to set operational
and  managerial  standards  for all insured  depository  institutions  and their
holding  companies,  including  limits on  excessive  compensation  to executive
officers,  directors,   employees  and  principal  stockholders,  and  establish
standards  for loans  secured by real estate;  (vi) adopted  certain  accounting

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reforms  and  require  annual   on-site   examinations   of  federally   insured
institutions,  including the ability to require  independent audits of banks and
thrifts; (vii) revised risk-based capital standards to ensure that they (a) take
adequate account of interest-rate changes,  concentration of credit risk and the
risks of nontraditional  activities,  and (b) reflect the actual performance and
expected  risk  of  loss  of  multi-family  mortgages;   and  (viii)  restricted
state-chartered  banks from  engaging in  activities  not permitted for national
banks unless they are adequately  capitalized  and have FDIC approval.  Further,
FDICIA  permits  the FDIC to make  special  assessments  on  insured  depository
institutions,  in  amounts  determined  by the FDIC to be  necessary  to give it
adequate  assessment income to repay amounts borrowed from the U.S. Treasury and
other  sources or for any other  purpose the FDIC deems  necessary.  FDICIA also
grants authority to the FDIC to establish semiannual assessment rates on BIF and
SAIF  member  banks so as to  maintain  these  funds at the  designated  reserve
ratios.
     As  noted  above,  FDICIA  authorizes  and,  under  certain  circumstances,
requires  the  federal   banking   agencies  to  take  certain  actions  against
institutions that fail to meet certain capital-based requirements. Under FDICIA,
the federal  banking  agencies are required to establish  five levels of insured
depository   institutions   based  on  leverage  limit  and  risk-based  capital
requirements  established for institutions subject to their jurisdiction,  plus,
in  their  discretion,  individual  additional  capital  requirements  for  such
institutions.  Under the final  rules  that  have  been  adopted  by each of the
federal   banking   agencies,   an   institution   will   be   designated:   (i)
well-capitalized  if the institution has a total risk-based capital ratio of 10%
or greater,  a core  risk-based  capital ratio of 6% or greater,  and a leverage
ratio of 5% or greater,  and the institution is not subject to an order, written
agreement,  capital directive, or prompt corrective action directive to meet and
maintain a specific  capital  level for any  capital  measure;  (ii)  adequately
capitalized if the  institution  has a total  risk-based  capital ratio of 8% or
greater, a core risk-based capital ratio of 4% or greater,  and a leverage ratio
of 4% or greater  (or a leverage  ratio of 3% or greater if the  institution  is
rated   composite  1  in  its  most  recent   report  of   examination);   (iii)
undercapitalized if the institution has a total risk-based capital ratio that is
less  than  8%, a core  risk-based  capital  ratio  that is less  than 4%,  or a
leverage ratio that is less than 4% (or a leverage ratio that is less than 3% if
the institution is rated composite 1 in its most recent report of  examination);
(iv)  significantly  undercapitalized  if the institution has a total risk-based
capital ratio that is less than 6%, a core risk-based capital ratio that is less
than  3%,  or a  leverage  ratio  that  is less  than  3%;  and  (v)  critically
undercapitalized  if the  institution  has a ratio of  tangible  equity to total
assets that is equal to or less than 2%.
     Undercapitalized  institutions  are required to submit capital  restoration
plans to the  appropriate  federal  banking  agency  and are  subject to certain
operational  restrictions.  Moreover,  companies controlling an undercapitalized
institution  are required to guarantee the subsidiary  institution's  compliance
with the capital  restoration  plan  subject to an aggregate  limitation  of the
lesser of 5% of the institution's assets or the amount of the capital deficiency
when the institution first failed to meet the plan.
     Significantly    or   critically    undercapitalized    institutions    and
undercapitalized  institutions  that did not  submit or comply  with  acceptable
capital restoration plans will be subject to regulatory sanctions. A forced sale
of shares or merger,  restriction on affiliate  transactions and restrictions on
rates paid on deposits are required to be imposed by the banking  agency  unless
it is  determined  that  they  would not  further  capital  improvement.  FDICIA
generally  requires the  appointment of a conservator or receiver within 90 days
after an institution  becomes critically  undercapitalized.  The federal banking
agencies have adopted  uniform  procedures for the issuance of directives by the
appropriate federal banking agency. Under these procedures,  an institution will
generally be provided advance notice when the appropriate federal banking agency
proposes  to  impose  one or  more  of the  sanctions  set  forth  above.  These
procedures provide an opportunity for the institution to respond to the proposed
agency  action or, where  circumstances  warrant  immediate  agency  action,  an
opportunity for administrative review of the agency's action.
     As described in Note 16 of the consolidated  financial statements,  on page
32 of the Annual  Report,  and  incorporated  herein by reference,  the Bank was
"well-capitalized" as of December 31, 1996.
     In  addition  to  the  aforementioned  minimum  capital  requirements,  the
California  Financial Code requires the State Banking  Department (SBD) to order
any bank whose contributed capital is impaired to correct such impairment within
60 days of the date of the order.  According to the California  Financial  Code,

<PAGE>

the contributed capital of a bank, defined as all stockholders equity other than
retained  earnings,  is deemed to be  impaired  whenever  such bank has  deficit
retained  earnings in an amount exceeding 40% of such contributed  capital.  The
Bank's capital was considered impaired under the California Financial Code prior
to   the   implementation   of   an   accounting   change   referred   to  as  a
"quasi-reorganization"   on  December  31,   1996,   upon   approval   from  the
Superintendent  of the SBD. A  quasi-reorganization  is an accounting  procedure
which  results in restating  the carrying  values of FCB's and the Bank's assets
and liabilities to current fair values, and eliminating the accumulated retained
deficit by offsetting it against  contributed  capital.  As a consequence of the
quasi-reorganization,  the Bank's capital was no longer considered  impaired and
all capital impairment orders have been rescinded by the SBD.
     Pursuant to FDICIA,  the FRB and the other federal banking agencies adopted
real  estate  lending  guidelines  pursuant  to which  each  insured  depository
institution  is  required to adopt and  maintain  written  real  estate  lending
policies in conformity with the prescribed  guidelines.  Under these guidelines,
each  institution  is expected  to set loan to value  ratios not  exceeding  the
supervisory  limits  set  forth  in the  guidelines.  A loan to  value  ratio is
generally defined as the total loan amount divided by the appraised value of the
property at the time the loan is  originated.  The  guidelines  require that the
institution's  real estate policy also require  proper loan  documentation,  and
that it establish prudent underwriting standards.
     FDICIA also  contained the Truth in Savings Act,  which  requires clear and
uniform  disclosure  of the rates of  interest  payable on deposit  accounts  by
depository  institutions and the fees assessable  against deposit  accounts,  so
that consumers can make a meaningful  comparison between the competing claims of
financial institutions with regard to deposit accounts and products.
     Riegle-Neal  Interstate  Banking and Branching  Efficiency  Act of 1994. In
September  1994,  Congress  enacted  the  Riegle-Neal   Interstate  Banking  and
Branching  Efficiency Act of 1994 (Interstate Act). Beginning in September 1995,
bank holding  companies have the right to expand,  by acquiring  existing banks,
into all  states,  even  those  which  had  theretofore  restricted  entry.  The
legislation also provides that, subject to future action by individual states, a
holding  company will have the right,  commencing  in 1997, to convert the banks
which its owns in  different  states to  branches of a single  bank.  A state is
permitted to "opt out" of the law which will permit conversion of separate banks
to branches,  but is not permitted to "opt out" of the law allowing bank holding
companies  from other states to enter the state.  The federal  legislation  also
establishes  limits on  acquisitions by large banking  organizations,  providing
that no  acquisition  may be undertaken  if it would result in the  organization
having deposits  exceeding  either 10% of all bank deposits in the United States
or 30% of the bank deposits in the state in which the acquisition would occur.
     Economic  Growth  and  Regulatory  Paperwork  Reduction  Act of  1996.  The
Economic  Growth and  Regulatory  Paperwork  Reduction  Act of 1996 (EGRPRA) was
signed into law on  September  30,  1996.  EGRPRA  streamlined  the  non-banking
activities  application  process  for  well-capitalized  and  well-managed  bank
holding companies. Under EGRPRA, qualified bank holding companies may commence a
regulatory approved non-banking acquisition or share purchase, assuming the size
of the acquisition does not exceed 10% of risk-weighted  assets of the acquiring
bank  holding  company  and the  consideration  does  not  exceed  15% of Tier I
capital.  The  foregoing  prior notice  requirement  also applies to  commencing
non-banking  activity de novo which has been previously approved by order of the
FRB, but has not yet been  implemented by regulations.  EGRPRA also provides for
the recapitalization of the SAIF in order to bring it into parity with BIF.
     Pending  Legislation.  Because of concerns relating to competitiveness  and
the safety and  soundness of the banking  industry,  Congress is  considering  a
number of  wide-ranging  proposals for altering the  structure,  regulation  and
competitive  relationships of the nation's  financial  institutions.  Among such
bills are proposals to merge the BIF and the SAIF insurance  funds, to eliminate
the federal thrift charter, to alter the statutory  separation of commercial and
investment  banking  and to further  expand the  powers of banks,  bank  holding
companies and  competitors of banks.  It cannot be predicted  whether or in what
form any of these  proposals will be adopted or the extent to which the business
of the Company may be affected thereby.

 Bank Holding Company and Bank Regulation

     BHC Act.  Under the BHC Act, the  activities of a bank holding  company are
limited to business so closely related to banking, managing or controlling banks

<PAGE>

as to be a proper  incident  thereto.  The  Company  is also  subject to capital
requirements applied on a consolidated basis in a form substantially  similar to
those required of the Bank. The BHC Act also requires a bank holding  company to
obtain  approval from the FRB before:  (i)  acquiring,  directly or  indirectly,
ownership  or  control  of any voting  shares of  another  bank or bank  holding
company if, after such acquisition, it would own or control more than 5% of such
shares  (unless it already owns or controls the majority of such  shares);  (ii)
acquiring all or substantially all of the assets of another bank or bank holding
company;  or (iii) merging or  consolidating  with another bank holding company.
The FRB will not approve any  acquisition,  merger or  consolidation  that would
have a substantially  anticompetitive result, unless the anticompetitive effects
of the proposed  transaction are clearly outweighed by a greater public interest
in meeting the convenience and needs of the community to be served. The FRB also
considers  capital  adequacy  and other  financial  and  managerial  factors  in
reviewing acquisitions or mergers.
     The BHC Act also  prohibits a bank holding  company,  with certain  limited
exceptions:  (i) from  acquiring  or retaining  direct or indirect  ownership or
control of more than 5% of the voting  shares of any company which is not a bank
or bank  holding  company;  or (ii) from  engaging  directly  or  indirectly  in
activities  other than those of  banking,  managing  or  controlling  banks,  or
providing  services for its  subsidiaries.  The  principal  exceptions  to these
prohibitions  involve certain  non-bank  activities  which, by statute or by FRB
regulation or order,  have been identified as activities  closely related to the
business  of  banking  or of  managing  or  controlling  banks.  In making  this
determination, the FRB considers whether the performance of such activities by a
bank holding  company can be expected to produce  benefits to the public such as
greater convenience,  increased competition or gains in efficiency in resources,
which can be expected to outweigh the risks of possible  adverse effects such as
decreased  or unfair  competition,  conflicts  of  interest  or unsound  banking
practices.  FIRREA,  which is described in more detail above, made a significant
addition  to  this  list of  permitted  non-bank  activities  for  bank  holding
companies  by  providing   that  bank  holding   companies  may  acquire  thrift
institutions  upon approval by the FRB and the applicable  regulatory  authority
for the thrift institutions.
     Insurance of Accounts. The FDIC provides insurance, through the BIF and the
SAIF,  to  depository  institutions  to a maximum of $100,000  for each  insured
depositor. The Bank's deposits consist solely of BIF deposits.  Through December
31, 1992, all FDIC-insured institutions, whether members of the BIF, the SAIF or
both,  paid the same  premium (23 cents per $100 of domestic  deposits)  under a
flat-rate system mandated by law. FDICIA required the FDIC to raise the reserves
of the BIF and the SAIF,  implement a  risk-related  premium  system and adopt a
long-term  schedule for  recapitalizing  the BIF. Effective January 1, 1993, the
FDIC amended its regulations regarding insurance premiums to provide that a bank
or thrift  would pay an  insurance  assessment  within a range of 23 cents to 31
cents per $100 of domestic deposits, depending on its risk classification.
     The FDIC  adopted an amendment to the BIF  risk-based  assessment  schedule
which effectively  eliminated deposit insurance  assessments for most commercial
banks and other depository  institutions with deposits insured by the BIF, while
maintaining the assessment rate for SAIF-insured institutions in even the lowest
risk-based premium category at 23 cents for each $100.00 of assessable deposits.
Following  the  enactment of EGRPRA and as part of the  recapitalization  of the
SAIF, the overall  assessment  rate for 1997 was revised to equal 1.29 cents and
6.44  cents  for  each  $100.00  of   assessable   deposits  of  BIF  and  SAIF,
respectively.
     Regulations  Governing  Capital  Adequacy.   The  federal  bank  regulatory
agencies use capital adequacy  guidelines in their examination and regulation of
bank holding  companies and banks. If the capital falls below the minimum levels
established by these guidelines,  the bank holding company or bank may be denied
approval to acquire or establish  additional  banks or nonbank  businesses or to
open facilities.
     The FRB and the FDIC adopted  risk-based  capital  guidelines for banks and
bank holding  companies.  The risk-based capital guidelines are designed to make
regulatory  capital  requirements  more sensitive to differences in risk profile
among  banks and bank  holding  companies,  to  account  for  off-balance  sheet
exposure and to minimize  disincentives  for holding liquid  assets.  Assets and
off-balance  sheet  items  are  assigned  to broad  risk  categories,  each with
appropriate  weights.  The  resulting  capital  ratios  represent  capital  as a
percentage of total  risk-weighted  assets and off-balance  sheet items. The FRB
has noted  that  bank  holding  companies  contemplating  significant  expansion
programs  should not allow expansion to diminish their capital ratios and should

<PAGE>

maintain ratios well in excess of the minimums. Under these guidelines, all bank
holding  companies  and  federally  regulated  banks  must  maintain  a  minimum
risk-based  total  capital ratio equal to 8% of which at least 4% must be Tier 1
capital.  Pursuant to FDICIA,  banking  regulators  are to revise the risk-based
capital  standards to take into account  interest  rate risk,  concentration  of
credit  risk  and  the  risks  of  nontraditional  activities  and  multi-family
mortgages.
     The FRB also has implemented a leverage  ratio,  which is Tier 1 capital to
total  assets,  to be used as a supplement  to the  risk-based  guidelines.  The
principal  objective  of the  leverage  ratio  is to place a  constraint  on the
maximum  degree to which a bank holding  company may leverage its equity capital
base.  The FRB  requires  a minimum  leverage  ratio of 3%. For all but the most
highly-rated  bank holding  companies and for bank holding  companies seeking to
expand,  however, the FRB expects that additional capital sufficient to increase
the ratio by at least 100 to 200 basis points will be maintained.
     As previously  discussed,  the Bank was "well  capitalized" at December 31,
1996.  Management of the Company believes that the  risk-weighting of assets and
the risk-based  capital  guidelines do not have a material adverse impact on the
Company's operations or on the Bank.
     Community  Reinvestment  Act. The Community  Reinvestment Act of 1977 (CRA)
requires that, in connection with examinations of financial  institutions within
their  jurisdiction,  the federal banking regulators must evaluate the record of
the  financial   institutions  in  meeting  the  credit  needs  of  their  local
communities,  including low and moderate income  neighborhoods,  consistent with
the safe and sound  operation of those banks.  These factors are also considered
in  evaluating  mergers,  acquisitions  and  applications  to open a  branch  or
facility.  The CRA is likely to be the subject of regulatory  reform in the next
few years,  and  proposed  rules  have been  published  for  comment by the four
regulatory  agencies  noted  above.  Although it is not  possible to predict the
extent to which the CRA will be modified,  these  changes may change the process
by which a financial  institution,  such as the Company and the Subsidiary Bank,
is able to grow through acquisitions or establish new branches.
     Regulations  Governing Extensions of Credit. The Bank is subject to certain
restrictions  imposed by the Federal  Reserve Act on extensions of credit to the
bank holding company or its subsidiaries, or investments in their securities and
on the use of their  securities as collateral for loans to any borrowers.  These
regulations  and  restrictions  may limit the Company's  ability to obtain funds
from the Bank for its cash  needs,  including  funds  for  acquisitions  and for
payment of dividends,  interest and operating expenses.  Further,  under the BHC
Act  and  certain  regulations  of the  FRB,  a bank  holding  company  and  its
subsidiaries  or its affiliates  are prohibited  from engaging in certain tie-in
arrangements  in  connection  with any  extension  of  credit,  lease or sale of
property or furnishing of services. For example, Banks may not generally require
a customer to obtain other services from an affiliated Bank, and may not require
the customer to promise not to obtain other  services  from a  competitor,  as a
condition to an extension of credit to the customer.
     Banks are also  subject to  certain  restrictions  imposed  by the  Federal
Reserve Act on extensions of credit to executive officers, directors,  principal
stockholders or any related interest of such persons.  Extensions of credit: (i)
must be made on  substantially  the same  terms,  including  interest-rates  and
collateral as, and following  credit  underwriting  procedures that are not less
stringent than,  those prevailing at the time for comparable  transactions  with
persons not covered above and who are not  employees;  and (ii) must not involve
more than the normal risk of repayment or present  other  unfavorable  features.
Banks are also subject to certain lending limits and  restrictions on overdrafts
to such persons.  A violation of these restrictions may result in the assessment
of substantial  civil monetary  penalties on the Bank or any officer,  director,
employee,  agent or other person  participating in the conduct of the affairs of
the Bank or the imposition of a cease and desist order.
     Reserve  Requirements.  The FRB requires  all  depository  institutions  to
maintain  reserves  against their  transaction  accounts and  non-personal  time
deposits.  Reserves of 3% must be maintained against total transaction  accounts
of $51.9  million  or less  (subject  to  adjustment  by the FRB) and an initial
reserve of  $1,557,000  plus 10%  (subject to  adjustment  by the FRB to a level
between 8% and 14%) must be maintained against that portion of total transaction
accounts in excess of such amount.  The balances  maintained to meet the reserve
requirements imposed by the FRB may be used to satisfy liquidity requirements.

<PAGE>

     Institutions  are  authorized  to  borrow  from the  Federal  Reserve  Bank
"discount  window," but FRB  regulations  require  institutions to exhaust other
reasonable alternative sources of funds before using this borrowing authority.
     Dividends.  The  stockholders  of  the  Company  are  entitled  to  receive
dividends  when and as declared by its Board of Directors,  out of funds legally
available, subject to the dividends preference, if any, on preferred shares that
may be outstanding and also subject to the  restrictions of the Delaware General
Corporation  Law. At December  31,  1996,  there were no  outstanding  shares of
preferred  stock.  As  discussed  in  Note  11  of  the  consolidated  financial
statement,  at page 30 of the  Annual  Report,  FCB  suspended  the  payment  of
declared but unpaid dividends on July 9, 1992. The accrued dividends and accrued
but unpaid interest was approximately  $326,000 at December 31, 1996. See Part 1
- Item 1. "Business- Recapitalization."
     The principal sources of cash revenue to the Company are dividends received
from  the  Bank.  Dividends  payable  by the  Bank to the  Company  are  further
restricted under  California law to the lesser of the Bank's retained  earnings,
or the  Bank's net income for the latest  three  fiscal  years,  less  dividends
previously declared during that period, or, with the approval of the SBD, to the
greater of the retained earnings of the Bank, the net income of the Bank for its
last fiscal year or the net income of the Bank for its current  fiscal year.  In
addition,  the FRB and the  FDIC  have  indicated  that it  would  generally  be
considered  to be an  unsafe  and  unsound  banking  practice  for  banks to pay
dividends except out of current earnings. As a result of the capital contributed
to  the  Bank  following  the  recapitalization  and  the   quasi-reorganization
described  in Part 1 - Item 1.  "Business -  Recapitalization,"  the Bank may be
allowed to pay  dividends  in the future  from any  earnings  accumulated  after
January 1, 1997, subject to applicable regulatory limitations. During 1996, 1995
and 1994, the Bank paid no dividends to FCB.
     Usury Laws.  The maximum legal rate of interest which the Bank charges on a
particular  loan  depends on a variety of factors  such as the type of borrower,
the  purpose of the loan,  the amount of the loan and the date the loan is made.
There are several  state and federal  statutes  which set maximum legal rates of
interest for various  kinds of loans.  If a loan  qualifies  under more than one
statute,  a bank  may  often  charge  the  highest  rate for  which  the loan is
eligible.
     Monetary Policy and Economic  Control.  The commercial  banking business in
which the Company engages is affected not only by general  economic  conditions,
but also by the monetary  policies of the FRB.  Changes in the discount  rate on
member bank borrowing,  availability of borrowing at the "discount window," open
market  operations,  the imposition of changes in reserve  requirements  against
member banks deposits and assets of foreign branches,  and the imposition of and
changes in reserve  requirements  against certain  borrowings by banks and their
affiliates are some of the instruments of monetary policy  available to the FRB.
These monetary  policies are used in varying  combinations to influence  overall
growth and distributions of bank loans,  investments and deposits,  and this use
may affect  interest  rates  charged on loans or paid on deposits.  The monetary
policies of the FRB have had a significant  effect on the  operating  results of
commercial banks and are expected to do so in the future.  The monetary policies
of the FRB are influenced by various factors, including inflation, unemployment,
short-term and long-term changes in the  international  trade balance and in the
fiscal policies of the U.S. Government.  Future monetary policies and the effect
of such  policies  on the future  business  and  earnings  of the Bank cannot be
predicted.

Employees
      At December  31,  1996,  the Company  employed 49  employees.  None of the
employees are subject to a collective bargaining agreement.

Executive Officers of the Registrant
     Information  regarding  executive  officers is contained in Item 10 of Part
III hereof (General Instruction G) and is incorporated herein by this reference.
<PAGE>

Item 2.     Properties
----------------------
 The Company's branch network is concentrated in the greater  Sacramento and San
Francisco Bay areas and is summarized as follows:

        
    Facility                                                         Square 
    Name                  Address                 Owned/Leased       Footage
    ----                  -------                 ------------       -------

    CAMPBELL         94 San Tomas Aquino Rd.
                     Campbell, CA 95008              Leased           6,000

    CONCORD          2395 Willow Pass Rd.
                     Concord, CA 94520               Leased           5,856

    ROSEVILLE        201 Vernon Street
                     Roseville, CA 95678             Leased           8,590

    ROSEVILLE        1625 Douglas Blvd.
                     Roseville, CA 95661              Owned          10,760

    SACRAMENTO       865 Howe Avenue
                     Sacramento, CA 95825            Leased           5,498

    SAN              1000 Taraval Street
    FRANCISCO        San Francisco, CA 94116         Leased           5,000

Item 3.   Legal Proceedings
---------------------------
     The Company and the Bank are,  from time to time,  parties to various legal
actions arising in the normal course of business. Management believes that there
is no  proceeding  threatened or pending  against the Company or Bank which,  if
determined  adversely,  would have a material  adverse effect on the business or
financial position of the Company or the Bank.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
     The annual meeting of the  Shareholders of the Company was held on December
5, 1996. At such meeting, the stockholders approved the election of Directors in
Class C, with Fred L. Harris  receiving  99,773,526 votes and 490,565 votes were
withheld,  in the election of  Directors in Class A, Michael P. Morris  received
99,817,399  votes  and  416,196  votes  were  withheld,  and  Donald W. Williams
received 99,781,708  votes  and  449,726  votes  were withheld.  There  were no 
broker non-votes.
     With  respect  to the  motion to amend  the  Corporation's  Certificate  of
Incorporation to effect a one-for-one  hundred  twenty-five reverse stock split,
the resolution was adopted,  with  97,926,697  voted in favor of the resolution,
1,213,704 voted against the resolution and 81,009 shares  abstained.  There were
1,029,903 broker non-votes.
     With  respect to the motion to approve an  amendment  to the  Corporation's
Certificate of Incorporation to delete Article EIGHTH from the Certificate,  the
resolution was adopted, with 74,672,557 shares voted in favor of the adoption of
the resolution,  1,411,455  shares voted against the adoption of the resolution,
and 263,476 shares abstained. There were 25,607,152 broker non-votes.
     With  respect to the motion to approve an  amendment  of the  Corporation's
Certificate of  Incorporation  to eliminate the several  classes of the Board of
Directors,  the resolution was adopted,  with  75,668,546  voted in favor of the
adoption, 490,961 voted against adoption and 187,981 shares abstained.     There
were 25,670,152 broker non-votes.
     With  respect to the motion to approve an  amendment  to the  Corporation's
Certificate of Incorporation to provide that the beneficial owners of 10 percent
or more of the  Company's  Common Stock may call  meetings of the  Shareholders,
74,195,827 shares voted in favor of the adoption, 1,208,322 shares voted against
the  adoption  and  217,868  shares  abstained.  There  were  25,594,252  broker
non-votes.
     With  respect to the motion to approve an  amendment  to the  Corporation's
Certificate of  Incorporation  to provide that members of the Board of Directors
may be  removed  with or  without  cause  by a  majority  vote of the  Company's
shareholders,  the resolution was adopted, with 75,986,888 shares voted in favor
of adoption, 509,489 shares voted against and 169,391 shares abstained.    There
were 25,971,728 broker non-votes.
     With respect to the  ratification  of the  appointment of KPMG Peat Marwick
LLP as  independent  auditors  for the  Corporation  for the fiscal  year ending
December 31, 1996,  99,965,070  shares voted for the adoption of the resolution,

<PAGE>

224,939 shares voted against adoption and 90,675 shares abstained. There were no
broker non-votes.


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters
------------------------------------------------------------------------------
     Market  Information.  The  Company's  common stock was traded on the NASDAQ
National  Market  System  under the symbol of "FCOB"  until  July 1,  1995.  The
Company's common stock is currently listed on the NASDAQ Small Cap Market.
     On July 9, 1992,  the Company made the  decision to suspend  payment of the
third and fourth  quarter  dividend  declared as of  December  31,  1991,  which
totaled $20.00 per share.  The Company has and will continue to accrue  interest
on these  suspended  dividends at the current  legal rate until such time as the
dividends are paid to  stockholders  of record as of June 15, 1992 and September
14, 1992, respectively.  The payment of the accrued dividends and declaration of
subsequent  dividends  is subject to  approval  of the FRB.  See Part I - Item 1
Business - "Supervision and Regulation - Dividends."
     Information  regarding the number of stockholders and the market prices for
the Company's  common stock since January 1, 1995 is set forth on page 35 of the
Annual Report and is incorporated herein by reference.

Item 6. Selected Financial Data
-------------------------------
     Selected  Consolidated  Financial  Data,  included  on page 2 in the Annual
Report, is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

     Management's Discussion and Analysis of Financial Condition and Results of
Operations, included on pages 3 through 15 in the Annual Report, is incorporated
herein by reference.

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------
     The following  consolidated  financial  statements,  included in the Annual
Report, are incorporated herein by this reference.
                                                                  Annual Report
                      Statement                                     Reference


      Independent Auditors' Report                                     17
      Consolidated Balance Sheets -December 31, 1996 and 1995          18
      Consolidated Statements of Income -Years Ended December 31,
          1996, 1995 and 1994                                          19
      Consolidated Statements of Changes in Stockholders'
          Equity - Years Ended December 31, 1996, 1995 and 1994        20
      Consolidated Statements of Cash Flows - Years Ended
           December 31, 1965, 1995 and 1994                            21
      Notes to Consolidated Financial Statements                       22


     The Independent Auditors' Report of Arthur Andersen LLP on the consolidated
financial statements of the Company and the Bank for 1994 is included herein.


<PAGE>



                    Report of Independent Public Accountants


To the Stockholders and Board of Directors of
  First commercial Bancorp, Inc.:

We  have  audited  the  consolidated   statements  of  operations,   changes  in
stockholders'  equity  and cash  flows  of FIRST  COMMERCIAL  BANCORP,  INC.  (a
Delaware  Corporation)  and  subsidiary as of December 31, 1994, and the related
consolidated statements of operations,  changes in stockholders' equity and cash
flows  for each of the two  years  in the  period  ended  December  31,  1994 as
restated (see Note 16). These financial statements are the responsibility of the
Corporation's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the amounts the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results  of  operations  and cash  flows of First
Commercial Bancorp, Inc. and subsidiary for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been prepared  assuming that both
First  Commercial  Bancorp,  Inc. (the "Company") and First Commercial Bank (the
"Bank") will continue as going  concerns.  As discussed in Notes 2 and 14 to the
financial  statements,  both the Company and the Bank have  entered into various
regulatory  agreements (the  "Agreements")  with the Federal  Deposit  Insurance
Corporation  (the  "FDIC"),  the  California  State Banking  Department  and the
Federal Reserve Bank of San Francisco.  These Agreements require the Company and
the Bank,  among other  compliance  terms,  to maintain  certain minimum capital
levels.  The  Company  and the Bank are not in  compliance  with  these  minimum
capital  requirements and have suffered  recurring  losses from  operations.  An
amended capital plan has been submitted to the bank  regulators,  which plan was
approved by the FDIC on January 30, 1995. The plan consists of both an intent to
decrease  the Bank's  asset size and the raising of capital  through the sale of
stock.  There is no assurance that the Company will be able to raise  sufficient
capital to meet the minimum  capital  requirements.  Failure to meet  regulatory
capital  requirements  or comply with the terms of the Agreements  could subject
the  Company  and  the  Bank  to  additional  actions  by  the  bank  regulatory
authorities,  including restrictions on operations, mandatory asset dispositions
or  seizure.  These  matters  raise  substantial  doubt about the ability of the
Company and the Bank to continue as going concerns. Their ability to continue as
going concerns is dependent on many factors,  one of which is regulatory  action
and the ability to raise  sufficient  capital.  Management's  plans in regard to
these matters are  described in Notes 2 and 14. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



                                                    /s/Arthur Andersen LLP
                                                    ----------------------
San Francisco, California
March 26, 1997


<PAGE>


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure
--------------------
     On November 13, 1995, the Audit Committee of  the Board of Directors of the
Company approved the recommendation  of the Board of  Directors  of the  Company
to  replace  Arthur Andersen LLP, San Francisco, California, as  the independent
accountant chosen to audit the Company's  financial  statements and approved the
appointment of KPMG  Peat  Marwick  LLP,  St. Louis, Missouri, as  the Company's
independent  accountant.  The appointment of KPMG Peat Marwick LLP was effective
immediately.
     Arthur Andersen LLP's report on the  consolidated  financial  statements of
the  Company  for each of the last two fiscal  years did not  contain an adverse
opinion or a disclaimer  of opinion,  and was not qualified as to audit scope or
accounting principles. Their report on the Company's December 31, 1994 financial
statements  dated  March 29, 1995 did contain an  explanatory  paragraph  due to
certain matters which raised  substantial  doubt about the Company's  ability to
continue as a going concern and the Company's various regulatory agreements with
the FDIC, the FRB and the SBD.
     During the Company's two most recent fiscal years and during the subsequent
period  from  December  31,  1996,  through the date  hereof,  there has been no
disagreement with Arthur Andersen LLP on any matter of accounting  principles or
practices, financial statement disclosure or auditing scope or procedure.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------
     The Company's Board of Directors  consisted of five (5) members at December
31, 1996.  Pursuant to provisions of the  Certificate  of  Incorporation  of the
Company (as amended in December 1996) , directors of the Company are elected for
a one year term at the  Annual  Meeting  of  Stockholders.  Each  officer of the
Company is elected by the Board of Directors annually. The following table lists
the directors of the Company,  their ages, their positions held with the Company
and the Bank, and their ownership of Common Stock as of December 31, 1996.

                                 Director           Position with the Company
     Name                 Age     Since                  or with the Bank
     ----                 ---     -----                  ----------------

 Michael P. Morris (1)    49      1995           Director of the Company and the
                                                 Bank
 James E. Culleton        55      1996           Director of the Company and the
                                                 Bank, Secretary of the  Company
                                                 and President of the Bank
 Fred L. Harris           47      1996           Director of the Company and the
                                                 Bank
 Allen H. Blake           54      1995           Director of the Company and the
                                                 Bank

 Donald W. Williams       49      1995           Chairman of  the  Board,  Chief
                                                 Executive Officer and  Director
                                                 of the Company and the Bank.
                                                 President of the Company
-----------------------
 (1)  Mr. Morris resigned as a Director effective February 25, 1997.


<PAGE>


     The  following  table sets forth  certain  information  with respect to the
executive officers of the Company:
<TABLE>
<CAPTION>

                                  Positions Held with the                             Executive
Name                      Age     Company or the Bank                             Officer (1) Since
----                      ---     -------------------                             -----------------
<S>                       <C>                                                           <C> 
Donald W. Williams        49      Chairman of the Board, President and                  1995
                                  Chief Executive Officer of the Company and
                                  Chairman of the Board and Chief Executive
                                  Officer of the Bank

James E. Culleton         55      Director and Secretary of the Company and             1996
                                  Director and President of the Bank

Terrance M. McCarthy      42      Senior Vice President and Chief Credit Officer        1996
                                  of the Company and the Bank

Kathryn L. Perrine        38       Vice President and Chief Financial Officer           1996
                                   of the Company and the Bank
</TABLE>
-----------------------
(1) The term  "executive  officer"  means the  president,  any vice president in
charge of a principal business unit, division or function,  any other officer or
person who performs a policy-making  function for the Company, and any executive
officer of the Company's subsidiary who performs policy-making functions for the
Company.

Business Experience; Other Directorships
     ALLEN H. BLAKE was  appointed  on November 28, 1995 to serve as the Interim
Chief  Financial  Officer of the Company  and the Bank until a  permanent  Chief
Financial  Officer  could be  employed.  As of December 17,  1996,  Ms.  Perrine
assumed the post of Vice  President and Chief  Financial  Officer.  Mr. Blake is
also Executive Vice President and Chief  Financial  Officer of First Banks.  Mr.
Blake joined First Banks as Vice President and Chief Financial  Officer in 1984,
and in 1988 he was  appointed  to the  office of  Secretary  and to the Board of
Directors  of First  Banks.  In addition,  Mr.  Blake is Vice  President,  Chief
Financial Officer, Secretary and director of First Banks America, Inc., Houston,
Texas,  a director of First Bank,  headquartered  in  O'Fallon,  Illinois  and a
director and Secretary of First Bank,  headquartered  in Creve Coeur,  Missouri.
First Banks America,  Inc. and First Banks, Inc. each have a class of securities
registered  pursuant to Section 12 of the  Securities  Exchange Act of 1934,  as
amended.
     JAMES E.  CULLETON  was  appointed to the Board of Directors of the Company
and Bank on December 17, 1996.  Mr.  Culleton  currently  serves as President of
First Commercial Bank and Corporate Secretary of First Commercial Bancorp,  Inc.
Mr.  Culleton  joined First  Commercial  bank in August,  1985 as Executive Vice
President and Chief Operating Officer. He was appointed Interim President of the
Bank and Bancorp in June, 1994 and to his current position in October, 1995. Mr.
Culleton  was  employed by Wells Fargo Bank as a Regional  Vice  President  from
1965-1985.
     FRED L. HARRIS served as a director of the Company from 1984 until December
27, 1995, at which time he resigned as a director. On March 26, 1996, Mr. Harris
was  reappointed  as a director and serves in such capacity as of this date. Mr.
Harris is an attorney and has practiced law since 1977.  Mr. Harris is President
of Fred L. Harris, a Professional Law Corporation. Mr. Harris was a director and
secretary of Southwest Food Products,  Inc. from May 1990 until August, 1990. On
August 23, 1991,  Southwest Food Products,  Inc. filed a voluntary  petetion for
bankruptcy under Chapter XI of the United States Bankruptcy Code. Mr. Harris was
a director of El Pollo Asada, Inc. from September 1989 to May 1990.
     MICHAEL P. MORRIS  currently is, and for the past four years has been,  the
Chief  Financial  Officer of Stille  Holding  Company,  a $200  million  private
company with two retail  subsidiaries and one real estate  subsidiary.  Prior to
that time,  Mr. Morris was a partner for six years in the  Sacramento  office of
KPMG Peat Marwick LLP, a worldwide  CPA firm.  While with KPMG Peat Marwick LLP,
Mr. Morris  specialized  as a banking audit  partner with  extensive  experience
auditing  community  banks in Northern  California.  Mr. Morris joined KPMG Peat
Marwick LLP in 1978. Mr. Morris resigned as a director,  effective  February 25,
1997.
     DONALD W. WILLIAMS is Executive  Vice President and Chief Credit Officer of
First Banks. Mr. Williams is Chairman of the Board,  Chief Executive  Officer of
the Bank. In addition,  he is Chairman of the Board and Chief Executive  Officer

<PAGE>

of CCB Bancorp,  First Bank & Trust and Sunrise Bank of  California,  Roseville,
California  and  director  of First Bank,  headquartered  in St.  Louis  County,
Missouri,  First Banks  America,  Inc.  and  BankTEXAS  N. A., both of which are
headquartered in Houston,  Texas. From 1989 to the time he assumed his positions
with First Banks,  he was Senior Vice President at Mercantile Bank of St. Louis,
N.A.,  where he was responsible for credit approval.  First Banks America,  Inc.
and First Banks,  Inc.  each have a class of securities  registered  pursuant to
Section  12 of the  Securities  Exchange  Act of 1934,  as  amended.  KATHRYN L.
PERRINE is Vice  President  and Chief  Financial  Officer of the Company and the
Bank. Ms. Perrine is also serving as Vice President and Chief Financial  Officer
and Director of First Bank & Trust,  an affiliate  of First Banks.  Ms.  Perrine
joined First Banks in 1996.  From 1991 to the time she assumed her position with
First  Banks,  she was Vice  President  and  Controller  of Queen City  Bank,  a
commercial bank acquired by First Bank & Trust in 1996.
     TERRANCE M. MCCARTHY is Senior Vice  President and Chief Credit  Officer of
the Company and the Bank.  In addition,  he is Senior Vice  President  and Chief
Credit Officer and Director of First Bank & Trust, Irvine California. He is also
Senior Vice  President,  Chief  Credit  Officer and  Director of Sunrise Bank of
California,  Roseville.  Mr. McCarthy was formerly  Executive Vice President and
Chief  Credit  Officer of Queen City Bank,  Long  Beach,  California,  which was
acquired  by First  Bank & Trust in 1996.  From 1983 to 1994,  prior to  joining
Queen City Bank,  he was Executive  Vice  President of Nation Bank of Long Beach
where he was  responsible for  administration  of the Bank's lending and deposit
activities.
     No director or executive officer of the Company has any family relationship
with any other  director or  executive  officer of the  Company,  or director or
officer of the Bank.
     Except as set forth above,  no director of the Company is a director of any
other  company with a class of securities  registered  pursuant to Section 12 of
the Securities  Exchange Act of 1934, as amended, or subject to the requirements
of  Section  15(d) of such Act or of any  company  registered  as an  investment
company under the Investment Company Act of 1940, as amended.
     Messrs.  Blake and Williams  were elected to the Board of Directors of  the
Company in accordance  with the terms of the Amended Agreement with First Banks.

Committees of the Board of Directors
     The Board of Directors of the Company has  established  an Audit  Committee
which consists of Mr.  Harris,  Chairman,  and Mr. Morris.  The functions of the
Audit Committee are, among other things: (1) to recommend the appointment of and
to oversee a firm of independent  certified public  accountants whose duty is to
audit the books and  records of the Company and the Bank for the fiscal year for
which  they are  appointed;  (2) to monitor  the  Company's  system of  internal
controls and oversee compliance with policies; (3) to review the adequacy of the
Company's controls of regulatory and financial accounting and reporting;  (4) to
oversee the internal audit functions; and (5) to monitor and analyze the results
of internal and regulatory examinations.


<PAGE>
<TABLE>
<CAPTION>


Item 11. Executive Compensation
     The following  table sets forth the  compensation  for the named  executive
officer for the last three years,  or for the shorter  period  during which they
have been involved in such a capacity by the Company.

----------------------------------------------------------------------------------------------------------------
                                              Annual Compensation              Long Term
                                                                          Compensation Awards
----------------------------------------------------------------------------------------------------------------
                                                            
<S>                           <C>     <C>        <C>       <C>                 <C>               <C>
Name and principal position   Year    Salary     Bonus ($)  Other Annual       Securities         All Other
                                        ($)(1)              Compensation   Underlying Options  Compensation ($)
                                                               ($)(1)             (#)
----------------------------------------------------------------------------------------------------------------
James E. Culleton             1996    $ 90,000      -0-         -0-               -0-             $ 1,575
Secretary of the Company                90,000
and President of the Bank
----------------------------------------------------------------------------------------------------------------
                              1995     156,405      -0-         -0-               -0-               1,407
----------------------------------------------------------------------------------------------------------------
                              1994     162,937      -0-         -0-               -0-               5,437
----------------------------------------------------------------------------------------------------------------
Donald W. Williams            1996      N/A(4)      N/A         N/A               N/A                N/A
Chairman of the Board,
President and Chief
Executive Officer of the
Company (2)
----------------------------------------------------------------------------------------------------------------
                              1995       N/A        N/A         N/A               N/A              N/A
----------------------------------------------------------------------------------------------------------------
                              1994       N/A        N/A         N/A               N/A              N/A
----------------------------------------------------------------------------------------------------------------
Kathryn L.Perrine             1996       N/A        N/A         N/A               N/A              N/A
Vice President  and Chief
Financial Officer of the
Bank (3)
----------------------------------------------------------------------------------------------------------------
                              1995       N/A        N/A         N/A               N/A              N/A
----------------------------------------------------------------------------------------------------------------
                              1994       N/A        N/A         N/A               N/A              N/A
----------------------------------------------------------------------------------------------------------------
Terrance M. McCarthy          1996       N/A        N/A         N/A               N/A              N/A
Executive Vice President
and Chief Credit Officer
of the Bank (4)
----------------------------------------------------------------------------------------------------------------
                              1995       N/A        N/A         N/A               N/A              N/A
----------------------------------------------------------------------------------------------------------------
                              1994       N/A        N/A         N/A               N/A              N/A
================================================================================================================
</TABLE>
(1)  Threshold of $50,000 or 10% of total salary and bonus compensation not met.
(2) Mr. Williams began serving as President and Chief  Executive  Officer of the
Company  effective  December  27,  1995.  Mr.  Williams  assumed the position of
Chairman of the Board of the Company  effective  March 18, 1996. Mr. Williams is
compensated for such services  pursuant to the terms of the Management  Services
Agreement  entered  into between the Company and First  Banks.  See  "Employment
Arrangements  and  Agreements"  herein.. 
(3) Ms.  Perrine began serving as Vice President  and Chief Financial Officer of
the Company  and the Bank effectiveDecember 17, 1996. Ms. Perrine is compensated
for such service  pursuant to the terms of the Cost  Sharing  Agreement  entered
into between the Company and  First Bank & Trust. See  "Compensation   Committee
Interlocks and Insider Participation" herein. 
(4) Mr. McCarthy  began  serving as  Executive Vice  President  and Chief Credit
Officer of the Company and the Bank in 1996. Mr.  McCarthy  is  compensated  for
such service pursuant to the terms of  the Cost  Sharing Agreement entered  into
between  the  Company  and First  Bank  & Trust.   See  "Compensation  Committee
Interlocks and Insider Participation" herein.
<PAGE>

Stock Option Grants and Exercises
     The Company  maintains the 1980 Amended and Restated  Employee Stock Option
Plan (the  Employee  Plan).  The Employee Plan is  administered  by the Board of
Directors or a committee appointed by the Board (in either case, the Committee).
The Company has 6,264 shares of its Common Stock  reserved for issuance as stock
options under the Option Plan.
     The Employee Plan provides for both the grant of "incentive stock options,"
as defined in Section 422A of the Code, and non-statutory options (options which
do not meet the  requirements  of Section 422A) to employees and officers of the
Company (including any director who is also an employee).  The exercise price of
any option granted under the Employee Plan may not be less than 100% of the fair
market  value of the  Common  Stock of the  Company  on the  date of  grant.  No
incentive  option  may be first  exercisable  in any year for  shares  having an
aggregate  fair market value at the time of grant in excess of $100,000.  Shares
subject to  options  under the  Employee  Plan may be  purchased  for cash or in
exchange for shares of the Common Stock or other valid consideration.
     Unless  otherwise  provided  by the  Board,  an  option  granted  under the
Employee Plan and not exercised within ten years expires, and the shares subject
to the option become  available for future grants.  The Committee  determines to
whom options will be granted and the terms of each option granted, including the
exercise price,  number of shares subject to the option,  the vesting provisions
thereof,  and whether the option will be an incentive or  non-statutory  option.
The Employee Plan may be amended,  suspended or terminated by the Board,  but no
such action may impair rights under a previously granted option.  Each option is
generally  exercisable  during the lifetime of the optionee  only so long as the
optionee  remains  employed by the  Company.  No option is  transferable  by the
optionee  other  than by  will or the  laws of  descent  and  distribution.  The
Employee Plan will expire in March 1997 unless  terminated  earlier by the Board
of Directors.
     There were no  options  granted  under the  Employee  Plan  during the 1996
fiscal year to any of the executive officers of the Company or the Bank.
     The following table sets forth the aggregated option exercises for the year
ended  December 31, 1996 and option  values at December 31, 1996,  for the named
executive  officer,  or for the  shorter  period  during  which  they  have been
involved in such a capacity by the Company.
<TABLE>
<CAPTION>

                              Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
 ------------------------------- --------------------------- ----------------------------- ----------------------
                                                                 Number of securities       Value of unexercised
                                                                underlying unexercised      in-the-money options
                                                              options at fiscal year-end     at fiscal year-end
 ------------------------------- --------------------------- ----------------------------- ----------------------
 ------------------------------- --------------- ----------- ----------------------------- ----------------------
                                     Shares        Value             Exercisable/               Exercisable/
              Name                acquired on    Realized           unexercisable               unexercisable
                                  exercise (#)      ($)
 ------------------------------- --------------- ----------- ----------------------------- ----------------------
 ------------------------------- --------------- ----------- ----------------------------- ----------------------
<S>                                  <C>          <C>                <C>                        <C>  
 James E. Culleton                   None          N/A               264/96(1)                  -0-/-0-(2)
  President  of the  Bank
 ------------------------------- --------------- ----------- ----------------------------- ----------------------
 ------------------------------- --------------- ----------- ----------------------------- ----------------------
 Donald W. Williams,                 None          N/A                -0-/-0-                     -0-/-0-
 Chairman of the Board, Chief
 Executive Officer and
 President of the Company
 ------------------------------- --------------- ----------- ----------------------------- ----------------------
 ------------------------------- --------------- ----------- ----------------------------- ----------------------
 Kathryn L. Perrine                  None          N/A                -0-/-0-                     -0-/-0-
  Vice President and Chief
 Financial Officer of the Bank
 ------------------------------- --------------- ----------- ----------------------------- ---------------------
 ------------------------------- --------------- ----------- ----------------------------- ---------------------
 Terrance M. McCarthy                None          N/A                -0-/-0-                     -0-/-0-
  Executive Vice President and
 Chief Credit Officer of  the
 Bank
 ------------------------------- --------------- ----------- ----------------------------  ---------------------
</TABLE>
(1) Includes 120 shares  granted on September  26, 1989 at $1,390.00  per share;
and 240  shares  granted  on March 25,  1992 at  $922.50  per  share.  
(2) As of December 31, 1996,  the exercise  price of the options  granted to Mr.
Culleton exceeded the closing price of $10.50 per share of Common Stock.
<PAGE>

Employment Arrangements and Agreements
     Arrangement  with Donald W. Williams.  Donald W. Williams is serving as the
Chairman of the Board,  President and Chief Executive Officer of the Company, as
well as  Chairman  of the Board and Chief  Executive  Officer  of the Bank.  Mr.
Williams also is an Executive  Vice  President  and the Chief Credit  Officer of
First Banks and serves in other  positions for  affiliates  of First Banks.  Mr.
Williams  is  compensated  by First  Banks  independent  of his  services to the
Company. First Banks is reimbursed for Mr. Williams' services to the Company and
the Bank through the Management Services Agreement entered into between the Bank
and First Banks. Under the Management Services Agreement, Mr. Williams' services
are billed to the Bank on an hourly  basis at rates  ranging from $40 to $65 per
hour, depending on the type of service rendered.  See "Certain  Transactions and
Indebtedness of Management" below.
     Arrangement with Allen H. Blake. Allen H. Blake is serving as a Director of
the Company and the Bank.  Mr. Blake also is serving as Executive Vice President
and  Chief  Financial  Officer  of  First  Banks,  as well as  serving  in other
positions for affiliates of First Banks. Mr. Blake is compensated by First Banks
independent  of his services to the Company.  First Banks is reimbursed  for Mr.
Blake's  services to the Company and the Bank  through the  Management  Services
Agreement entered into between the Bank and First Banks. Under  the   Management
Services Agreement, Mr. Blake's services are billed to the  Bank  on  an  hourly
basis at rates ranging from $40 to  $65  per  hour,  depending on  the  type  of
service  rendered.  See "Certain  Transactions  and  Indebtedness of Management"
below.
     Employment  Contract with James E. Culleton.  Mr. Culleton  entered into an
employment  agreement with the Company and the Bank on November 19, 1991,  which
is amended and  restated  effective  January 1, 1996,  and pursuant to which Mr.
Culleton  serves as  President  and Chief  Operating  Officer  of the Bank.  The
amended  employment  contract  has a three (3) year term  commencing  January 1,
1996. Until January 1, 1996, Mr.  Culleton's prior employment  contract provided
for an  annual  base  salary  of  $131,316  with  annual  consumer  price  index
adjustments  of not less  than 6% nor more than 10%,  and an annual  net  income
performance  bonus equal to 1% of after-tax  net income above a 5% return on the
tangible  equity capital of the Bank.  During 1995, Mr.  Culleton's  base salary
under the agreement was $156,405.12.  Effective  January 1, 1996, Mr. Culleton's
annual  base  salary was  $90,000,  subject to  periodic  review by the Board of
Directors.  Mr. Culleton is also entitled to receive any bonus granted to him at
the  discretion  of  the  Board  of  Directors.  Mr.  Culleton  is  entitled  to
participate in all of the benefit plans which are generally available to members
of the  Company's  and the  Bank's  senior  management.  In the  event  that Mr.
Culleton's  employment  with the Bank is  terminated  for any reason  other than
cause or by Mr.  Culleton  himself,  he will be  entitled to receive a severance
payment of $235,000,  less any amount of annual  salary paid to him from January
1, 1996 through the date of termination.  At execution of the amended agreement,
Mr. Culleton was paid for accrued but unused  vacation time at his  then-current
salary rate.

<PAGE>

     Arrangement  with  Kathryn L.  Perrine.  Kathryn L. Perrine is serving as a
Vice  President  and Chief  Financial  Officer of the Company and the Bank.  Ms.
Perrine also is serving as Vice President and Chief  Financial  Officer of First
Bank & Trust,  as well as serving in other  positions  for  affiliates  of First
Banks.  Ms.  Perrine is  compensated  by First Bank & Trust  independent  of her
services to the Company and the Bank.  First Bank & Trust is reimbursed  for Ms.
Perrine's  services  to the  Company  and the  Bank  through  the  Cost  Sharing
Agreement  entered into between the Bank and First Bank & Trust.  Under the Cost
Sharing  Agreement,  Ms. Perrine's  services are billed to the Bank on an hourly
basis  at  rates  ranging  from $40 to $65 per  hour,  depending  on the type of
service   rendered.   See   "Compensation   Committee   Interlocks  and  Insider
Participation" below.
     Arrangement with Terrance M. McCarthy. Terrance M. McCarthy is serving as a
Senior Vice President and Chief Credit Officer of the Company. Mr. McCarthy also
is serving as Senior Vice  President  and Chief  Credit  Officer of First Bank &
Trust, as well as serving in other positions for affiliates of First Banks.  Mr.
McCarthy is compensated by First Bank & Trust independent of his services to the
Company  and the  Bank.  First  Bank & Trust  is  reimbursed  for Ms.  Perrine's
services to the Company and the Bank through the Cost Sharing  Agreement entered
into between the Bank and First Bank & Trust.  Under the Cost Sharing Agreement,
Mr.  McCarthy's  services  are  billed to the Bank on an  hourly  basis at rates
ranging from $40 to $65 per hour, depending on the type of service rendered. See
"Compensation Committee Interlocks and Insider Participation" below.

Compensation Committee Interlocks and Insider Participation
     The Board of  Directors  does not have a  Compensation  Committee,  and the
entire Board performs responsibilities which would otherwise be assigned to that
committee. Messrs. Blake and Williams are the only individuals of the Company or
the Bank who  participate as members of the Board of Directors in  deliberations
regarding  executive officer  compensation.  As noted above, they do not receive
any  compensation  from the Company for their  services.  First Banks,  of which
Messrs. Blake and Williams are executive officers,  provides various services to
the Company and the Bank for which it is compensated.
     The Company and the Bank have entered into a Cost Sharing  Agreement  dated
December 21, 1995 with First Bank & Trust,  a  wholly-owned  subsidiary of First
Banks. The Cost Sharing  Agreement is designed to allow the Company and the Bank
to share the benefits, services and costs of certain personnel employed by First
Bank & Trust,  including  services in the areas of lending,  human resources and
branch  administration.  Similarly,  the  Bank  has  entered  into a  Management

<PAGE>

Services  Agreement dated December 21, 1995 with First Banks,  pursuant to which
First  Banks or certain  subsidiaries  of First  Banks may provide the Bank with
services in the areas of lending,  human  resources,  corporate  audit,  general
accounting,  asset/liability  management,  investments,  planning  and  budgets,
branch administration and purchasing and accounts payable. Both the Cost Sharing
Agreement and the Management  Services  Agreement contain  provisions  requiring
services  rendered to the Bank to be provided on the same terms and  conditions,
including  audit  standards,  that are  substantially  the same,  or at least as
favorable  to  the  Bank,  as  then   prevailing  at  the  time  for  comparable
transactions  with, or not  involving,  other  nonaffiliated  companies.  In the
absence of comparable  transactions,  the agreements  require the services to be
rendered on terms and under conditions,  including audit standards, that in good
faith would be offered to, or would apply to, nonaffiliated  companies.  For the
year ended  December 31, 1996,  the Bank paid  $610,000  million and $410,000 in
fees  pursuant  to the  Management  Services  Agreement  and  the  Cost  Sharing
Agreement, respectively.
     The Bank  entered  into a Service  Agreement  dated  December  8, 1995 with
FirstServ,  Inc., a  wholly-owned  subsidiary of First Banks,  pursuant to which
FirstServ,  Inc.  provides  data  processing  and item  processing  to the Bank.
FirstServ, Inc. provides such services through a facilities management agreement
with  First  Services,  L.P.,  a  limited  partnership  indirectly  owned by Mr.
Dierberg and his children. During 1996, the Bank paid to FirstServ, Inc. fees of
$380,000.

401(k) and Profit Sharing Plan
     The Bank's Profit Sharing Plan, established in January 1980, is intended to
provide deferred  compensation  benefits to all employees of the Company and the
Bank via  contributions to the plan by the Company.  In March 1989, the Bank and
the Company  adopted an amendment to the Profit Sharing Plan to include a 401(k)
provision  (401(k) Plan).  Hourly and salaried  employees of the Company and the
Bank who have  completed  250 hours of service  with the Company or the Bank are
eligible to  participate  in the 401(k) Plan  (Participants).  Participants  may
elect to  defer  1% to 15% of  their  annual  salary  up to the  maximum  dollar
limitation  as   established   by  the  IRS   (Participant   Contributions).   A
Participant's  interest in his or her  Participant  Contribution is fully vested
immediately.
     The Company may elect to  contribute  on a  quarterly  basis fifty  percent
(50%) on every  dollar  contributed  by the  employee up to six percent  (6%) of
annual salaries. The Company has the discretion to make additional contributions
which will be allocated to the  accounts of eligible  Participants  based on the
ratio of each Participant's salary to the total salary.  Participant's interests
in such  Company  contributions  vest on a five (5) year  schedule  according to
years of service rendered.  During 1996, the Bank made matching contributions of
$17,000 to the 401(k) Plan. Matching contributions by the Company were suspended
for 1995.

Employee Stock Ownership Plan
     In  September  1990,  the  Company and the Bank  adopted an Employee  Stock
Ownership Plan (ESOP),  effective  January 1, 1990, for all eligible  employees.
The ESOP was  adopted in order to provide the  employees  of the Company and its
subsidiaries  with an  opportunity  to  acquire  an  ownership  interest  in the
Company.  The Trustee of the ESOP Trust  appointed  by the Board of Directors is
presently First Bank, a wholly owned  subsidiary of First Banks, and a committee
appointed  by the  Board of  Directors  administers  the ESOP for the  exclusive
benefit of participants  and their  beneficiaries.  Under the terms of the ESOP,
the amount of  contributions  made is within the sole discretion of the Board of
Directors.  Contributions  to the ESOP are allocated  among eligible  employees'
accounts in relation to their compensation as shares of Company Common Stock are
acquired and vest over a period  specified  in the ESOP.  Any shares held by the
ESOP are distributed to employees  following  death,  disability,  retirement or
other  separation  from employment in accordance with the terms of the ESOP. For
the year 1996, no shares were contributed by the Company to the ESOP.

Director Compensation
     All  directors'  fees were  discontinued  as of June 28, 1994,  pending the
recapitalization  of the Company which was completed in June 1996. In July 1996,
the Company and the Bank reinstated  compensation  for outside  directors.  Such
non-employee directors receive a fee of $500.00 for each Board meeting attended.
No director  is  compensated  for Audit  Committee  meetings,  which is the only
committee of the Board of Directors.

<PAGE>

 Directors' Stock Option Plan
     On September  26, 1989,  the Board of Directors of the Company  adopted the
First Commercial  Bancorp,  Inc. Directors' Stock Option Plan (Directors' Plan),
which was approved by the  stockholders at the Annual Meeting of Stockholders on
May 23, 1990.  There are presently  reserved for issuance  under the  Directors'
Plan 2,000  shares of the  Common  Stock.  Only  non-employee  directors  of the
Company,  of which there were two, are eligible to receive options in accordance
with a specific  formula under the  Directors'  Plan. No options were granted in
1996 and 1995 pursuant to the Directors' Plan.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------
     As of December  31,  1996,  no person or group  known to the Company  owned
beneficially more than five percent (5%) of the outstanding shares of its Common
Stock, except as set forth below.  The  following  table  also  sets  forth  the
beneficial ownership of executive officers and director of the Company. 

                                                               Percentage of
 Name and Address of                 Amount and Nature       Outstanding Shares
   Beneficial Owner               of Beneficial Ownership    Beneficially Owned
   ----------------               -----------------------    ------------------

First Banks, Inc. (1)
   135 North Meramec
    Clayton, MO  63105                 1,116,200 (1)               77.41%
Michael P. Morris                           -0-                      -0-
James E. Culleton                           -0-                      -0-
Fred L. Harris                              135                 less than 1%
Allen H. Blake (1)                          -0-                      -0-
Donald W. Williams (1)                      -0-                      -0-
Terrance M. McCarthy                        -0-                      -0-
Kathryn L. Perrine                          -0-                      -0-

All executive officers and
directors as a group (7) and
beneficial owners of 5% or
more                                     1,116,335                 77.42%
------------------
(1) Pursuant to the Amended  Agreement  between the Company and First Banks, Mr.
Allen H. Blake and Mr.  Donald W.  Williams  were  appointed as directors of the
Company.  Messrs.  Blake and Williams also serve as Executive Vice President and
Chief  Financial  Officer and Executive Vice President and Chief Credit Officer,
respectively,  of First  Banks.  The  voting  stock  of First  Banks is owned by
various trusts which were created by and are administered by and for the benefit
of Mr. James F. Dierberg and members of his immediate family.  Accordingly,  Mr.
Dierberg controls the management and policies of First Banks and the election of
its directors and is deemed to have beneficial  ownership of 1,116,200 shares of
the Company's  common stock,  or 77.41%,  including  596,200 shares  issuable to
First Banks at its option upon the conversion of the entire  principal amount of
the Debentures and accrued but unpaid interest through February 28, 1997. All of
the  outstanding  shares of Common  Stock are  pledged to secure a loan to First
Banks  from a group  of  unaffiliated  lenders.  The  related  credit  agreement
contains  customary  provisions which could ultimately result in transfer of the
Common  Stock if First  Banks were to default in the  repayment  of the loan and
such default were not cured, or other  arrangements  satisfactory to the lenders
were not made, by First Banks.

Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------
     There have been no  transactions  since January 1, 1995,  nor are there any
currently proposed  transactions,  to which the Company or the Bank was or is to
be a party,  in which  the  amount  involved  exceeds  $60,000  and in which any
director,   executive  officer,   nominee  as  a  director,  five  percent  (5%)
stockholder  or member of the immediate  family of any of the foregoing  persons
had, or will have, a direct or indirect material  interest,  except as described
below.
     The Company and the Bank entered into the Standby Stock Purchase  Agreement
with First Banks and Mr.  Dierberg,  which was later amended and restated as the
Stock  Purchase  Agreement,  as well as the related  Additional  Investment  and
Standby  Agreements.  The voting stock of First Banks is owned by various trusts
which  were  created  by and are  administered  by and for  the  benefit  of Mr.
Dierberg and members of his immediate family. Accordingly, Mr. Dierberg controls
the management and policies of the Company and the election of its directors. As
of December 31, 1996, First Banks owns beneficially  approximately 77.41% of the
Common Stock.  Pursuant to the Stock Purchase Agreement,  Mr. Allen H. Blake and
Mr. Donald W. Williams have been appointed as directors of the Company.  Messrs.

<PAGE>

Blake and Williams also render services as executive officers to the Company and
the Bank as well as to First Banks and its affiliates.  As described previously,
Messrs.  Blake and Williams are compensated  independently for their services to
First Banks and its  affiliates,  and First Banks will be  reimbursed  for their
services  to the  Company  and the  Bank  pursuant  to the  Management  Services
Agreement. The Management Services Agreement is described under "-- Compensation
Committee Interlocks and Insider  Participation" in Item 11 hereto. See also the
discussion of the Cost Sharing Agreement and the Services Agreement set forth in
Item 11 hereto.


Indebtedness of Directors and Executive Management
     Some of the directors and executive  officers of the Company and members of
their immediate  families and the companies with which they have been associated
have been customers of, and have had banking  transactions with, the Bank in the
ordinary  course of the Bank's  business  since  January  1, 1995,  and the Bank
expects  to  have  such  banking  transactions  in the  future.  All  loans  and
commitments  to lend  included in such  transactions  were made in the  ordinary
course of business,  on substantially the same terms,  including  interest rates
and collateral, as those prevailing at the time for comparable transactions with
other  persons  and, in the opinion of the Bank,  did not involve  more than the
normal risk of collectibility or present other unfavorable features.
     At December 31,  1996,  the Bank had no  outstanding  loans to directors or
executive officers.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------------------------------------------------------------------------

         (a)      The following documents are filed as part of this Report:
                  1.       Financial Statements: The Financial Statements listed
                           under Item 8 to this Report are set forth at pages 18
                           through 21, and the Notes to  Consolidated  Financial
                           Statements  are set forth at pages 22  through  34 of
                           the Annual  Report  (See  Exhibit 13 under  Paragraph
                           (a)3 of this Item 14).
                  2.       Financial Statement Schedules:  None
                  3.       Exhibits:  The   following  exhibits  listed  in the 
                                      Exhibit  Index are filed with this Report:

                           Exhibit 3(b)     Amendment   to      Certificate   of
                                            incorporation
                           Exhibit 13       Annual  Report  to Shareholders  for
                                            1996.    The   Annual    Report   to
                                            Shareholders for 1996 is being filed
                                            as an Exhibit solely for the purpose
                                            of incorporating  certain provisions
                                            thereof by  reference.  Portions  of
                                            the  Annual  Report to  Shareholders
                                            for    1996     not     specifically
                                            incorporated  by  reference  are not
                                            deemed  "filed" for the  purposes of
                                            the Securities Exchange Act of 1934,
                                            as amended.
                           Exhibit 23.1     Consent of Arthur Andersen LLP
                           Exhibit 27       Financial Data Schedule (EDGAR only)

         (b)     Reports on Form 8-K during the quarter ended December 31, 1995:
                                    None
         (c)     See the Exhibit Index attached hereto at pages 24 through 25.


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                   FIRST COMMERCIAL BANCORP, INC.

                                   By:  /s/ Donald W. Williams
                                            Donald W. Williams
                                            Chairman of the Board
                                                of Directors, President and
                                                Chief Executive Officer
                                                (Principal Executive Officer)


                                   By:  /s/ Kathryn L. Perrine
                                            Kathryn L. Perrine
                                            Vice President and
                                                Chief Financial Officer
                                                (Principal Financial and
                                                     Accounting Officer)

Date:  March 26, 1997



     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the date indicated.

         Signature and Title                                   Date
         -------------------                                   ----

 /s/ James E. Culleton                                     March 26, 1997
--------------------------------------------------------                 
James E. Culleton, Secretary and Director

 /s/ Allen H. Blake                                        March 26, 1997
--------------------------------------------------------                 
Allen H. Blake, Director

 /s/ Donald W. Williams                                    March 26, 1997
--------------------------------------------------------                 
Donald W. Williams, Chairman of the
   Board, President and Chief Executive Officer

 /s/ Fred L. Harris                                        March 26, 1997
--------------------------------------------------------                 
Fred L. Harris, Director


<PAGE>


                                  EXHIBIT INDEX


These Exhibits are numbered in accordance  with the Exhibit Table of Item 601 of
Regulation S-K.

Exhibit
Number                         Description
------                         -----------


 3(a)           Certificate of Incorporation (1)

 3(b)           Amendment to Certificate of Incorporation

 3(c)           Amended and Restated Bylaws (7)

10.1            Amended and Restated Stock Purchase Agreement dated
                August 7, 1995 by and between First Commercial Bancorp,
                Inc., First Commercial Bank, First Banks, Inc. and James. F.
                Dierberg (2)

10.2            Additional Investment Agreement dated October 31, 1995 (3)

10.3            Investment Debenture dated October 31, 1995 (3)

10.4            Stock Pledge Agreement dated October 31, 1995 (3)

10.5            Standby Agreement dated December 28, 1995 (4)

10.6            Management Services Agreement dated December 21, 1995
                by and between First Commercial Bank and First Banks, Inc. (3)

10.7            Cost Sharing Agreement dated December 21, 1995 by and
                between First Commercial Bancorp, Inc., First Commercial Bank
                and First Bank & Trust (3)

10.8            Lease between Northrup-Howe Tower Group and First
                Commercial Bank dated June 14, 1995 (3)

10.9            Amendment and Restatement of Employment Agreement by and
                between James E. Culleton and First Commercial Bancorp, Inc.
                and First Commercial Bank (6)

10.10           Amendment No. 1 to Employment Agreement by and between
                Anne H. Long, First Commercial Bancorp, Inc. and First
                Commercial Bank (3)

10.14           Service Agreement between First Commercial Bank and FirstServ,
                Inc. dated December 8, 1995 (6)

21.             Subsidiaries (5)

23(a)           Consent of Arthur Andersen LLP
<PAGE>

27.             Financial Data Schedule (EDGAR only)
-----------------
(1)      Filed as Exhibits 3.1 and 3.2 to the Registrant's  1990  Annual  Report
          on Form 10-K and incorporated herein by reference.
(2)      Filed as Exhibit 2 to the Registrant's Quarterly Report  on  Form  10-Q
         for the quarter  ended   June  30,  1995  and  incorporated  herein  by
         reference.
(3)      Filed as Exhibits 10(a), 10(b), 10(c), 10(g), 10(h), 10(d) and 10(f) to
         the Registrant's Quarterly Report on Form 10-Q  for  the quarter  ended
         September 30, 1995 and incorporated herein by reference.
(4)      Filed as Exhibit 10(c) to the Registrant's Current Report on  Form 8-K 
         dated December 28, 1995.
(5)      Filed as Exhibit 21 to the Registrant's Registration Statement on  Form
         S-1 (No. 33-92928) as filed on May 31, 1995.
(6)      Filed as Exhibits 10.9, and 10.14  to  the  Registrant's  Pre-Effective
         Amendment No. 2 to Registration Statement on Form S-1,  filed  February
         16, 1996 
(7)      Filed as Exhibit 3(ii)  to  the  Registrant's  Quarterly Report on Form
         10-Q for the quarter ended September 30, 1996 and  incorporated  herein
         by reference.


<PAGE>


                                                                  EXHIBIT (3b)
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                         FIRST COMMERCIAL BANCORP, INC.

         First Commercial  Bancorp,  Inc., a corporation  organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
DOES HEREBY CERTIFY:

         FIRST:  That the Board of  Directors of First Commercial  Bancorp, Inc.
has duly adopted  resolutions  setting forth certain proposed  amendments to the
Certificate of Incorporation  of said  corporation,  declaring  said  amendments
to   be   advisable   and  calling  a  meeting  of   the  shareholders  of  said
corporation  for  consideration  thereof.  The  resolutions  setting  forth  the
proposed amendments are as follows:

                  BE  IT  RESOLVED  that  Article   FOURTH   Section  A  of  the
         Corporation's  Certificate of  Incorporation be amended by deleting the
         same in its entirety and substituting therefor the following:

                  FOURTH:

                           A.    The total number of shares  of  all  classes of
                                 stock that the Corporation shall have authority
                                 to  issue  is  fifteen  million   (15,000,000),
                                 consisting of:

                                 (1)five   million    (5,000,000)    shares   of
                                    Preferred  Stock, par value one cent ($0.01)
                                    per share (the Preferred Stock ); and

                                 (2)ten  million  (10,000,000)  shares of Common
                                    Stock, par value $1.25 per share (the Common
                                    Stock ).

                  Each share of Common  Stock issued and  outstanding  is hereby
         reclassified and changed into one-one hundred twenty-fifth (1/125) of a
         fully paid and nonassessable  share of Common Stock of the Corporation,
         par value $1.25 per share,  and each stock  certificate for one or more
         shares of Common  Stock as of the  close of  business  on the date this
         amendment  becomes  effective (the Effective Date ) shall represent the
         whole  number of shares of Common  Stock  obtained  by  dividing by one
         hundred  twenty-five  (125)  the  number  of  shares  of  Common  Stock
         represented by such certificate immediately prior to the Effective Date
         and a right to receive cash for the fractional  shares of Common Stock,
         if any, which such  shareholder  would otherwise be entitled to receive
         in an amount equal to the fractional share which such shareholder would
         otherwise be entitled to receive  multiplied by the average closing bid
         and ask quotes for one share of the Common Stock on the Effective  Date
         as reported on The Nasdaq SmallCap Market or, if no sales of the Common

<PAGE>

         Stock occur on the  Effective  Date as reported on The Nasdaq  SmallCap
         Market, the first day immediately preceding the Effective Date on which
         a sale of the Common  Stock  occurs as reported on The Nasdaq  SmallCap
         Market.

                  BE IT  RESOLVED  that  paragraph  C of  Article  SIXTH  of the
         Corporation's  Certificate  of  Incorporation  be amended by adding the
         following words to the end of the second sentence  thereof:  "or by the
         holders of 10  percent  or more of the voting  power of all of the then
         outstanding  shares of capital stock  entitled to vote generally in the
         election  of  directors,  in such  manner and in  accordance  with such
         conditions as may be set forth in the By-laws of the Corporation."

                  BE IT RESOLVED that Section A and Section B of Article SEVENTH
         of  the  Corporation's  Certificate  of  Incorporation  be  amended  by
         deleting  the same in their  entirety  and  substituting  therefor  the
         following:

                  A.       The number of  directors shall, subject to the rights
                           of the holders of any series of Preferred Stock  then
                           outstanding,  be fixed from time to time exclusively 
                           by the Board of Directors  pursuant to  a  resolution
                           adopted by  a  majority  of a quorum  acting  at  any
                           meeting  (or a  majority  of the whole  board  acting
                           by  written  consent,  not  taking  into  account any
                           vacant   directorships).  All  directors  shall serve
                           terms  of  one  year,   expiring  at the next  annual
                           meeting of the  shareholders,  with each  director to
                           hold office until his or her  successor   shall  have
                           been duly elected and qualified.  For those directors
                           who,  at the time  this  provision of the Certificate
                           of  Incorporation  becomes  effective,  are serving a
                           term  that  expires  more than  one  year  after  the
                           annual  meeting  of  directors  most  recently  held 
                           prior to the  effectiveness  of this  provision,  the
                           terms  of  such  directors  shall  automatically  and
                           without  further   action   by   the shareholders be 
                           converted  to terms  that expire  at the  next annual
                           meeting  of shareholders  following  effectiveness of
                           this provision.

                  B.       Subject to the rights of the holders of any series of
                           Preferred  Stock  then  outstanding,   newly  created
                           directorships  resulting  from  any  increase  in the
                           authorized  number of directors  or any  vacancies in
                           the  Board of  Directors  resulting  from the  death,
                           resignation,  retirement,  disqualification,  removal
                           from  office,  or other  cause  may be  filled by the
                           majority vote of the directors then in office, though
                           less than a quorum.

                  BE IT  RESOLVED  that  paragraph  C of Article  SEVENTH of the
         Corporation's  Certificate of  Incorporation be amended by deleting the
         words  "but only for cause and  only," and  substituting  therefor  the
         words "with or without cause."

                  BE IT  RESOLVED  that  Article  EIGHTH  of  the  Corporation's
         Certificate of Incorporation be amended by deleting the text of Article
         EIGHTH in its entirety, and substituting therefore the word RESERVED.

         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors, a meeting of the shareholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General  Corporation Law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendments.
         THIRD:  That said  amendments  were duly adopted in accordance with the
provisions  of  Section 242 of the   General  Corporation  Law of  the State of
Delaware.

        FOURTH:  That said amendments shall be effective as of 5:00 P.M. Eastern
Standard Time on the 6th day of December, 1996.

         IN WITNESS WHEREOF, said First Commercial Bancorp, Inc. has caused this
certificate  to be signed by Donald W.  Williams,  its  Chairman,  President and
Chief Executive Officer, this 5th day of December, 1996.

                                    FIRST COMMERCIAL BANCORP, INC.



                                    By /s/ Donald W. Williams
                                        Donald W. Williams, Chairman,
                                          President and Chief Executive Officer


<PAGE>


                                                                      Exhibit 13





                         FIRST COMMERCIAL BANCORP, INC.

                               1996 ANNUAL REPORT



<PAGE>



                         FIRST COMMERCIAL BANCORP, INC.

                                TABLE OF CONTENTS







                                                                        Page

LETTER TO SHAREHOLDERS.........................................           1

SELECTED CONSOLIDATED AND OTHER FINANCIAL DATA.................           2

MANAGEMENT'S DISCUSSION AND ANALYSIS...........................           3

QUARTERLY CONDENSED FINANCIAL DATA - UNAUDITED.................          16

INDEPENDENT AUDITORS' REPORT...................................          17

FINANCIAL STATEMENTS:

CONSOLIDATED BALANCE SHEET.....................................          18

CONSOLIDATED STATEMENTS OF OPERATIONS..........................          19

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY.....          20

CONSOLIDATED STATEMENTS OF CASH FLOWS..........................          21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.....................          22

INVESTOR INFORMATION ..........................................          35

CORPORATE DIRECTORY............................................          36





<PAGE>


To Our Shareholders, Customers, and Friends:


We are pleased to report the  accomplishments  of the First Commercial  Bancorp,
Inc.  (Company) and First Commercial Bank (Bank) realized  throughout 1996. Most
notable was the improved  financial  performance of the Bank.  After reporting a
net loss of $987,000 for the first quarter of 1996,  the Bank produced  earnings
of $166,000,  $491,000 and $445,000 for the second, third and fourth quarters of
1996.  Overall the Bank earned  $115,000  for the year ended  December 31, 1996,
representing  the first full year of  reported  profits for the Bank since 1991.
This compares to a net loss for the Bank of $6.71 million for 1995.

First  Commercial  Bancorp's  financial  performance  improved  to a net loss of
$570,000,  or $0.77 per  share,  for 1996 in  comparison  to a net loss of $7.43
million,  or $40.69 per share,  for 1995. The Company's  operating  results also
improved  during 1996 from a net loss of $1.16  million for the first quarter to
net earnings of $15,000, $271,000 and $304,000 for the subsequent three quarters
of 1996.  The per share data gives  effect to the  additional  shares  issued in
connection  with the  recapitalization  of FCB in  December  1995 and the rights
offering to shareholders completed in June 1996. In addition, the per share data
has been  adjusted to reflect the 125 to one reverse  stock split  completed  in
December 1996.

The return to  profitability  for the Company and the Bank marks a new era for a
Company which has endured  financial  difficulties for many years. The return to
profitability  is  attributable to the  recapitalization  of the Company and the
Bank,  the  reduced  level of  nonperforming  assets  and the  restructuring  of
operations commensurate with the Company's strategic direction.

During 1996,  the Company  maintained  its focus to further  reduce its level of
nonperforming  assets.  To this end,  the  Company  is  pleased  to report  that
nonperforming  assets  were  reduced  to $1.06  million  from  $5.91  million at
December  31,  1996 and  1995,  respectively.  The  success  of the  Company  in
improving  the  level of its  nonperforming  assets  enabled  it to  reduce  its
provision  for possible  loan losses from $3.89 million in 1995 to $1.16 million
in 1996.  In  addition,  losses and expenses on other real estate owned for 1996
were  reduced  to $1.00  million  from  $2.63  million  for 1995.  The  improved
operating performance is also attributable to the reduction in total noninterest
expense  by $4.51  million to $8.08  million  for 1996 in  comparison  to $12.59
million for 1995.

With  the  recapitalization   process  complete,   nonperforming  assets  at  an
acceptable level and core operations  producing positive results,  the Company's
primary focus has shifted  toward  increasing its business  development  efforts
among  consumers  and small and middle  market  businesses.  These  efforts  are
conducted  through the Bank's expanding  corporate banking and retail groups. We
remain  confident that our current  activities  will provide the Company further
opportunity to improve its return to shareholders.

I would like to take this  opportunity to extend our sincerest  appreciation for
the dedication and hard work of our employees,  the loyalty of our customers and
the  support  of our  shareholders.  It is our  pledge to each of you that First
Commercial  Bancorp and First Commercial Bank will maintain the momentum we have
established  toward  meeting our  long-term  objective of providing  progressive
banking services and achieving profitable growth.



Sincerely,



Donald W. Williams
Chairman of the Board,
     President and Chief Executive Officer


<PAGE>



       The following table presents selected consolidated  financial information
for First Commercial Bancorp,  Inc. and subsidiary (FCB or the Company) for each
of the years in the five-year  period ended December 31, 1996. In December 1996,
FCB  implemented a reverse stock split,  whereby each 125 shares of  outstanding
common stock were converted into one share of common stock. For consistency, the
number of shares referred to throughout this Annual Report were restated to give
effect to the reverse split.
<TABLE>
<CAPTION>


                                                                       Year ended December 31,
                                                                       -----------------------
                                                 1996           1995            1994         1993          1992
                                                 ----           ----            ----         ----          ----
                                                       (dollars expressed in thousands, except per share data)

Income statement data:
<S>                                         <C>                 <C>            <C>          <C>            <C>   
    Interest income                         $   11,936          13,750         18,356       20,100         24,605
    Interest expense                             5,540           6,136          5,910        6,370          8,973
                                              --------         -------        -------      -------        -------
    Net interest income                          6,396           7,614         12,446       13,730         15,632
    Provision for possible loan losses           1,155           3,885          9,809        8,100          7,260
                                              --------         -------        -------      -------        -------
    Net interest income after provision
       for possible loan losses                  5,241           3,729          2,637        5,630          8,372
    Noninterest income                           1,737           1,328          1,973        2,995          2,502
    Noninterest expense                          8,080          12,589         20,393       19,703         16,264
                                              --------          ------        -------      -------         ------
    Loss before income taxes                    (1,102)         (7,532)       (15,783)     (11,078)        (5,390)
    Provision for (benefit of) income taxes       (532)           (101)         2,407       (3,767)        (1,872)
                                              --------          ------        -------      -------         ------ 
    Net loss                                $     (570)         (7,431)       (18,190)      (7,311)        (3,518)
                                              ========          ======        =======      =======         ====== 

Per share data:
    Net loss                                $     (.77)          (40.69)      (486.36)     (195.48)        (94.31)
    Average shares outstanding                 738,260          182,608        37,400       37,400         37,304

Balance sheet data:
    Investment securities and federal
       funds sold                            $  49,729          83,249         85,189      113,701         46,224
    Total loans, net of unearned discount       94,497          74,015        130,172      194,377        234,923
    Total assets                               153,033         169,535        239,306      349,777        332,426
    Non-interest-bearing deposits               24,026          27,517         56,483      134,961        114,109
    Interest-bearing deposits                  112,110         128,647        177,053      188,835        185,637
    Retained deficit                              ---          (30,311)       (22,880)      (4,690)         2,621
    Total stockholders' equity                   6,330           3,579          4,355       23,144         30,444

Financial ratios:
    Return on average assets                      (.37)%        (4.09)%         (6.42)%      (2.30)%        (.98)%
    Return on average stockholders' equity      (12.29)       (205.11)        (112.01)      (26.57)       (10.29)

Asset quality ratios:
    Net charge-offs on loans to average loans     2.21           6.04            5.62         2.86          2.58
    Allowance for possible loan losses to
       total loans outstanding                    4.86           7.28            5.71         3.77          2.33
    Allowance for possible loan losses to
       total nonperforming loans                532.06         119.05           61.25        33.20         19.87

Capital ratios:
    Average stockholders' equity to
       average assets                             3.02           1.99            5.73         8.65          9.48
    Leverage ratio                                4.25           2.14            1.87         6.61          8.48
    Total risk-based capital ratio                6.95           4.99            4.27        10.16         11.89
</TABLE>


<PAGE>

     General.  FCB  is  a  Sacramento,  California-based  bank  holding  company
incorporated in Delaware. FCB conducts its business through its sole subsidiary,
First  Commercial  Bank,  a  California  state  chartered  bank (the Bank) which
commenced  operations in 1979. The Bank operates a commercial  banking  business
through its  headquarters  office in Sacramento and five branch offices located,
in Roseville (two branches), San Francisco, Concord and Campbell, California. At
December 31, 1996, the Company had $153.0 million in total assets, $94.5 million
in total loans, net of unearned discount,  $136.1 million in total deposits, and
$6.3 million in total  stockholders'  equity. This compares to $169.5 million in
total assets,  $74.0 million in total loans,  net of unearned  discount,  $156.2
million in total  deposits,  and $3.6 million in total  stockholders'  equity at
December 31, 1995.
     In December 1996, FCB  implemented a reverse stock split,  whereby each 125
shares of  outstanding  common  stock  were  converted  into one share of common
stock. For consistency, the numbers of shares referred to throughout this Annual
Report were restated to give effect to the reverse split.
     The Bank offers a broad range of commercial and personal banking  services,
including certificate of deposit accounts,  individual retirement and other time
deposit accounts,  checking and other demand deposit accounts, interest checking
accounts,  savings  accounts  and money  market  accounts.  The  Bank's  lending
services   include   commercial  and  industrial,   agricultural,   real  estate
construction and development,  residential real estate and consumer loans. Other
financial services include credit-related  insurance,  automatic teller machines
and safe deposit boxes.
     FCB grew substantially during the 1980s,  primarily through the acquisition
of 13 branches from  California  Canadian Bank and the  acquisition  of Citizens
Bank of  Roseville.  Between  1988 and 1992,  the  Company  focused  its lending
activities  on  real  estate   construction   loans  and  loans  to  small-  and
medium-sized  businesses.  FCB  funded  a  substantial  portion  of its  lending
activities through deposits from title insurance and escrow companies,  and from
small- to medium-sized businesses.  By December 31, 1993, FCB's total assets had
reached  $349.8  million.  Included  in this were $83.7  million of real  estate
construction and real estate secured loans,  which represented 42.9% of the loan
portfolio.  This asset growth was funded by $323.8 million of deposits, of which
$86.5 million, or 26.7% were title and escrow accounts. This focused lending and
deposit  generation  strategy  involved  certain  risks  which  has  contributed
significantly to FCB's financial performance.
     The  downturn in the  California  economy  during the late 1980's and early
1990's, particularly related to the real estate market, led to significant asset
quality  problems during this period.  As a result,  FCB reported losses of $3.5
million,  $7.3  million,  $18.2  million  and $7.4  million  for the years ended
December 31, 1992, 1993, 1994 and 1995, respectively.  These substantial losses,
and the related asset quality problems,  caused regulatory  authorities to place
FCB and the Bank under a Memorandum  of  Understanding  (MOU) and under  certain
regulatory orders (Orders),  respectively, which placed significant restrictions
on  their  operations,  including  restrictions  on the  payment  of  dividends,
requirements  for the  attainment of specified  capital levels and reductions of
classified assets. As a result of the recapitalization discussed below, combined
with numerous  other  actions which have been taken by the Company,  the MOU and
Orders  have  been  terminated,  and,  accordingly,  FCB and the Bank no  longer
operate under these  restrictions.  Although FCB incurred a loss of $570,000 for
the year ended  December  31, 1996,  this loss was  comprised of a loss of $1.16
million  during the first  quarter of 1996,  followed  by net income of $590,000
during the remainder of 1996.

     Recapitalization and Financial Restructuring. As a result of its continuing
losses,  by June 30, 1995, FCB's leverage capital ratio had decreased to (.23)%,
reflecting its negative capital position,  and the Bank's leverage capital ratio
had decreased to 1.08%.  The Bank's  capital level caused it to be classified as
"critically  undercapitalized"  for  regulatory  purposes,  subjecting it to the
Prompt Corrective Action (PCA) provisions of the Financial  Institutions Reform,
Recovery and Enforcement Act of 1989 and requiring it to seek additional capital
or face the possible  imposition of a conservatorship or receivership  within 90
days.  As a result,  as of June 30, 1995,  FCB and the Bank entered into a Stock
Purchase  Agreement  with First  Banks,  Inc.  (First  Banks)  and Mr.  James F.
Dierberg,  President and Chief Executive Officer of First Banks. Pursuant to the
Stock Purchase  Agreement,  Mr. Dierberg provided interim financing for the Bank
in the form of a purchase  of $1.5  million of  nonvoting  preferred  stock.  On
August 7,  1995,  FCB  entered  into an  Amended  and  Restated  Stock  Purchase
Agreement (the Amended Agreement) with First Banks and Mr. Dierberg. The Amended

<PAGE>

Agreement,  and subsequent agreements entered into with First Banks, resulted in
a series of transactions as follows:

       a. On August 22, 1995, First Banks acquired the Bank preferred stock from
          Mr. Dierberg for $1.5 million.
       b. On August 23, 1995,  First Banks purchased  116,666,666 shares of Bank
          common stock for an additional $3.5 million.
       c. On October 31, 1995, First Banks purchased a convertible  debenture of
          FCB for $1.5 million,  the proceeds of which were used to increase the
          capital of the Bank.
       d. Following  the  completion  of  a  Special  Stockholders'  Meeting  on
          December 27, 1995, the shares of Bank preferred  stock and Bank common
          stock held by First Banks were  exchanged  for  400,000  shares of FCB
          common  stock.  In  addition,  First  Banks  purchased  a  convertible
          debenture of FCB for $5.0 million,  the proceeds of which,  except for
          $250,000 retained by FCB, were contributed to the capital of the Bank.
       e. On December 28, 1995,  First Banks  purchased  an  additional  120,000
          shares of FCB common  stock for $1.5  million,  the  proceeds of which
          were used to increase the capital of the Bank.

     On February 16, 1996, after its Amended Registration Statement was declared
effective by the Securities and Exchange  Commission,  FCB commenced an offering
of  an  aggregate  of  477,520  shares  of  newly-issued  common  stock  (Rights
Offering).  The Rights Offering was composed of: (a) an offering to its existing
shareholders, other than First Banks, of 400,000 shares at $12.50 per share; (b)
an  offering to  individuals  who were not  shareholders  of FCB of a maximum of
80,000 of the shares  available in the Rights  Offering which were not otherwise
subscribed;  and (c) an  offering  of 77,520  shares  in  exchange  for  certain
outstanding dividend obligations and accrued interest thereon of FCB. The Rights
Offering  was  completed  during  the second  quarter of 1996 and  approximately
288,720 shares were issued in exchange for $2.97 million in cash and $643,000 in
outstanding dividend obligations.  The Rights Offering provided $3.22 million of
capital to FCB, net of underwriting expenditures of $373,000. As a result of the
Rights  Offering,  First  Banks'  ownership  was reduced to 61.46%  prior to the
conversion of the debentures,  or 77.24% if the debentures had been converted as
of December 31, 1996.
     The proceeds from these transactions, net of amounts retained by the parent
company for corporate  expenses and certain  offering  expenses  incurred in the
above transactions, were used to increase the capital of the Bank. As more fully
discussed  under "-- Capital," as a result of these  transactions,  the leverage
ratios of FCB and the Bank as of December  31, 1996 have  increased to 4.25% and
8.87%,  respectively.  Although FCB  continues to be  considered  "significantly
undercapitalized"  for  regulatory  purposes,  the Bank is currently  considered
"well capitalized."
     In  December  1996,  FCB's  Board of  Directors  elected  to  implement  an
accounting change which is referred to as a  "quasi-reorganization."  This is an
accounting  procedure  which  results in restating  the  carrying  values of the
Company's  assets and liabilities to their current fair values,  and eliminating
the deficit which had accumulated in previous years.  The Company  concluded the
quasi-reorganization established a more appropriate basis upon which to evaluate
the financial position and results of operations. The implementation,  which was
effective  on  December  31,  1996,  did not have a  significant  impact  on the
financial position or results of operations of FCB.

       Financial Condition and Average Balances. FCB's average total assets were
$153.7  million  for the year ended  December  31,  1996,  compared  with $181.7
million for 1995.  The  decrease  in average  total  assets of $28.0  million is
primarily  attributable  to federal funds sold and repurchase  agreements  which
decreased on average to $10.3 million for the year ended December 31, 1996, from
$34.9  million for 1995.  The funds  provided  from this  decrease  were used to
support  decreases in more volatile  sources of funds including time deposits of
$100,000.
     For 1995,  FCB's  average total assets were $181.7  million,  compared with
$283.6 million for the year ended  December 31, 1994.  This reduction in average
total assets  reflected  FCB's  strategy to reduce assets to compensate  for its
eroded  capital  base over  this time  period,  and to reduce  title and  escrow
deposits to better control FCB's dependence on volatile liabilities. Included in
the  reduction  in 1995 was the sale of the San Diego  branch in  January  1995,
which had  $16.6  million  of total  deposits  at the date of the sale,  and the

<PAGE>

closing of the Santa Rosa  branch in April  1995,  which had total  deposits  of
approximately $9.0 million at the date of closing.
     The reduction in deposits was funded by corresponding reductions in federal
funds sold and loans, net of unearned discount. Loans, net of unearned discount,
were $74.0 million at December 31, 1995, compared with $130.2 million and $194.4
million at December 31, 1994 and 1993,  respectively.  This reduction  reflected
FCB's  efforts to reduce its level of problem  assets,  and in  particular,  the
efforts to reduce its concentration in real estate  construction and development
and  in  commercial  real  estate  loans.  Construction  and  development  loans
decreased to $4.1 million at December  31,  1995,  from $16.4  million and $39.9
million at December 31, 1994 and 1993, respectively. Other loans secured by real
estate have been reduced to $32.9  million at December 31, 1995,  compared  with
$38.4 million and $43.8 million at December 31, 1994 and 1993, respectively.
     As previously discussed under "--  Recapitalization,"  stockholders' equity
improved to $6.33  million at December 31, 1996,  from $3.58 million at December
31, 1995.
     The  following  table  sets forth  certain  information  relating  to FCB's
average   balance   sheets,   and   reflects   the  average   yield   earned  on
interest-earning  assets, the average cost of  interest-bearing  liabilities and
the resulting net interest income for the periods indicated.
<TABLE>
<CAPTION>

                                                                    Years ended December 31,
                                              1996                          1995                           1994
                               ----------------------------      ------------------------      ----------------
                                            Interest                        Interest                     Interest
                                Average      income/ Yield/       Average    income/ Yield/     Average   income/   Yield
Assets                          balance      expense  rate        balance    expense  rate      balance   expense   rate
------                          -------      -------  ----        -------    -------  ----      -------   -------   ----
                                                           (dollars expressed in thousands)
Interest-earning assets:
<S>                            <C>           <C>      <C>       <C>         <C>       <C>      <C>        <C>       <C>        
 Loans (1) (2) (3)           $ 87, 909       8,643    9.83%    $  97,875     9,734    9.95%    $166,866   15,126    9.07%
   Investment securities (3)    47,294       2,738    5.79        32,994     1,981    6.00       20,696    1,109    5.36
     Federal funds sold and
       repurchase agreements    10,324         555    5.38        34,946     2,035    5.82       46,249    2,026    4.38
 Other                            -             -      -              10      -        -          2,560       95    3.71
                               -------       -----    ----       -------    ------    ----      -------    -----    ----
 Total interest-earning
   assets                      145,527      11,936    8.20       165,825    13,750    8.29      236,371   18,356    7.77
                                            ------    ====                  ------    ====                ------    ====
Nonearning assets                8,147                            15,859                         47,202
                              --------                           -------                        -------
            Total assets      $153,674                         $ 181,684                       $283,573
                               =======                           =======                        =======
Liabilities and Stockholders' Equity
------------------------------------
Interest-bearing liabilities:
  Interest-bearing 
    demand deposits           $ 36,778         885    2.41%     $ 48,036     1,082    2.25%     $82,088    1,989     2.42%
  Savings deposits              15,456         349    2.26        18,188       481    2.65       24,032      589     2.45
 Time deposits of $100 
    or more                     11,292         599    5.30        19,863     1,054    5.31       29,281    1,123     3.84
   Other time deposits          52,009       2,803    5.39        55,492     3,366    6.07       49,919    2,157     4.32
                                ------       -----                ------     -----               ------    -----         
              
   Total interest-bearing
     deposits                  115,535       4,635    4.01       141,579     5,983    4.23      185,320    5,858     3.16
   Other borrowings              6,574         905   13.77         1,566        15    9.77          747       52     6.96
                               -------       -----               -------     -----              -------   ------
   Total interest-bearing
    liabilities                122,109       5,540    4.54       143,145     6,136    4.29      186,067    5,910     3.18
                                             -----    ====                   -----    ====                 -----     ====
Noninterest-bearing liabilities:
 Demand deposits                24,055                            34,096                         79,340
 Other liabilities               2,873                               820                          1,618
                               -------                            ------                        -------
   Total liabilities           149,037                           178,061                        267,025
    Stockholders' equity         4,637                             3,623                         16,548
                               -------                           -------                        -------
     Total liabilities and
      stockholders' equity    $153,674                          $181,684                       $283,573
                               =======                           =======                        =======

Net interest income                       $ 6,396                           $7,614                       $12,446
                                            =====                            =====                        ======
Net interest margin                                   4.40%                           4.59%                          5.27%
                                                    ======                            ====                           ==== 
</TABLE>

---------------
(1)    For purposes of these  computations, nonaccrual loans are included in the
       average loan amounts.
(2)    Interest income on loans includes loan fees.
(3)    FCB has no tax-exempt income.
<PAGE>

<TABLE>
<CAPTION>

     The following  table  indicates the changes in interest income and interest
expense  which are  attributable  to changes in  average  volume and  changes in
average  rates,  in comparison  with the same period in the preceding  year. The
change in interest due to the combined  rate/volume  variance has been allocated
to rate and volume  changes in proportion to the dollar amounts of the change in
each.

                                                         Increase (decrease) attributable to change in
                                              December 31, 1996 compared            December 31, 1995 compared
                                                 to December 31, 1995                   to December 31, 1994
                                           -------------------------------          ------------------------
                                                                        Net                                  Net
                                          Volume          Rate        Change       Volume       Rate       Change
                                                              (dollars expressed in thousands)
Interest earned on:
<S>                                     <C>              <C>        <C>          <C>           <C>       <C>    
   Loans (1) (2)                       $    (975)         (116)      (1,091)      (7,045)       1,653     (5,392)
   Investment securities (3)                 824           (67)         757          726          146        872
   Federal funds sold and
     repurchase agreements                (1,336)         (144)      (1,480)      (1,480)       1,489          9
   Other                                    --             --           --          (127)          32        (95)
                                          ------         ------      -------      ------       ------      ----- 
         Total interest income            (1,487)         (327)       (1,814)     (7,926)       3,320     (4,606)
                                          ------         ------      -------       -----        -----     ------ 
Interest paid on:
   Interest-bearing demand deposits         (277)           79         (198)        (776)        (131)      (907)
   Savings deposits                          (67)          (65)        (132)        (163)          55       (108)
   Time deposits of $100 or more            (454)           (1)        (455)        (425)         356        (69)
   Other time deposits                      (202)         (361)        (563)         241          968      1,209
   Other borrowings                          667            85          752           74           27        101
                                          ------        ------       ------        -----        -----      -----
         Total interest expense             (333)         (263)        (596)      (1,049)       1,275        226
                                          ------        ------       ------        -----        -----      ------
         Net interest income           $  (1,154)          (64)     (1,218)       (6,877)       2,045     (4,832)
                                         =======        ======      ======         =====        =====      ===== 
</TABLE>
------------------------

(1)  For purposes of these computations,  nonaccrual  loans  are included in the
     average loan amounts.
(2)  Interest income on loans includes loan fees.
(3)  FCB has no tax-exempt income.

     Net  Interest  Income.  The primary  source of FCB's income is net interest
income,  which is the difference  between the interest  earned on assets and the
interest paid on liabilities. Net interest income was $6.40 million, or 4.40% of
average  earning  assets,  for the year ended  December 31, 1996,  compared with
$7.61 million,  or 4.59% of average earning assets, and $12.45 million, or 5.27%
of average  earning  assets,  for the years  ended  December  31, 1995 and 1994,
respectively.
     The  decrease  in net  interest  income  for the  three-year  period  ended
December  31,  1996  is  primarily  attributable  to  the  decrease  in  average
interest-earning  assets  during this  period.  The decrease in the net interest
margin is  attributable to the declining  capital  position during 1994 and 1995
and reductions in noninterest  bearing  deposits.  In addition,  it reflects the
reduction of title and escrow  deposits,  which typically carry  relatively high
non-interest  bearing deposits and a correspondingly  high cost of services,  as
well as the sale of a branch  office  and  closing  of a second  in 1995.  These
decreases are consistent with FCB's recapitalization strategy.

     Comparison of Results of Operations for 1996 and 1995
     Net Loss.  Net loss for the year ended  December  31, 1996 was  $570,000 in
comparison  to a net loss of $7.43  million  for 1995.  The  improvement  in the
operating results for 1996, in comparison to 1995, is primarily  attributable to
reductions in the provision for possible loan losses and  noninterest  expenses.
As previously  discussed,  net interest  income was $6.40  million,  or 4.40% of
average earning assets, for 1996, compared to $7.61 million, or 4.59% of average
earning assets, for 1995.
     Provision for Possible Loan Losses. The provisions for possible loan losses
were $1.16 million and $3.89  million for the years ended  December 31, 1996 and
1995,  respectively.  Net loan  charge-offs were $1.95 million and $5.91 million
for the years ended December 31, 1996 and 1995, respectively.  The allowance for
possible  loan  losses was $4.60  million,  or 4.86% of loans,  net of  unearned
discount,  at December 31, 1996,  compared to $5.39 million,  or 7.28% of loans,

<PAGE>

net of unearned  discount,  at December 31, 1995. The reduction in the allowance
for  possible  loan  losses  reflects  the  decreases  in the levels of net loan
charge-offs and nonperforming and criticized loans during 1996.
     Noninterest Income and Expense. Noninterest income increased by $410,000 to
$1.74 million from $1.33 million for the years ended December 31, 1996 and 1995,
respectively. The components of the change are summarized below.
     Service charges on deposit  accounts and customer service fees decreased by
$50,000 to $751,000  from  $801,000  for the years ended  December  31, 1996 and
1995,  respectively.  The decrease is primarily  attributable to the sale of the
San Diego  branch in January  1995 and the  closure of the Santa Rosa  branch in
April 1995,  which resulted in a reduction in accounts on which service  charges
could be assessed.
     Other income  increased  to $986,000 for the year ended  December 31, 1996,
compared to $527,000  for 1995.  The Company held  certain  leveraged  leases on
railroad cars which were assigned to an unrelated party during the third quarter
of 1996.  Simultaneously,  with the assignment of these leases, the Company sold
its interest in the railroad  cars,  realizing a net gain on the  transaction of
$795,000.
<TABLE>
<CAPTION>
     The  following  table  summarizes  noninterest  expense for the years ended
December 31, 1996 and 1995, respectively.
                                                                                   Increase (Decrease)
                                                                                   -------------------
                                                    1996            1995          Amount         Percent
                                                    ----            ----          ------         -------
                                                             (dollars expressed in thousands)

<S>                                             <C>                <C>            <C>            <C>    
    Salaries and employee benefits              $    2,177         4,117          (1,940)        (47.12)
    Occupancy, net of rental income                    881         1,603            (722)        (45.04)
    Furniture and equipment                            390           581            (191)        (32.87)
    Federal Deposit Insurance Corporation
       premiums                                        337           629            (292)         46.42
    Postage, printing and supplies                     477           297             180          60.61
    Legal, examination and professional fees         1,501         1,164             337          28.95
    Data processing                                    401           145             256         176.55
    Communications                                     202           210              (8)         (3.81)
    Losses and expenses on foreclosed
       property, net                                 1,002         2,631           (1,629)       (61.92)
    Other                                              712         1,212             (500)       (41.25)
                                                   -------        ------          -------       
              Total noninterest expense         $    8,080        12,589           (4,509)       (35.82)
                                                   =======        ======          =======        ====== 
</TABLE>

     Noninterest expense decreased by $4.51 million to $8.08 million from $12.59
million  for the years  ended  December  31,  1996 and 1995,  respectively.  The
decrease in  noninterest  expense is primarily  attributable  to  reductions  in
salaries  and  employee  benefits,  occupancy  costs and losses and  expenses on
foreclosed real estate.
     The decrease in salaries and  employee  benefits of $1.94  million to $2.18
million  from $4.12  million  for the years  ended  December  31, 1996 and 1995,
respectively, relates primarily to reductions in staff achieved through the data
processing conversion and centralization of certain operating functions, as well
as an overall  reevaluation  of FCB's  personnel  requirements  considering  the
strategic plan and other services and personnel available through First Banks.
     Occupancy expenses decreased by $722,000 to $881,000 from $1.60 million for
the years  ended  December  31,  1996 and 1995,  respectively.  The  decrease is
primarily  attributable  to a 1995  nonrecurring  adjustment  to  write-off  the
remaining  leasehold  improvements  of the Santa Rosa  branch,  which was closed
during  1995,  the  closure of the San Diego  branch in 1995 and one  Sacramento
branch  in 1996 and the  relocation  of the  former  administrative  offices  in
September 1995 to more economical offices available at FCB's Howe Avenue branch.
     As a result of the closure of these  facilities,  furniture  and  equipment
also  decreased  by  $191,000  to  $390,000  from  $581,000  for the years ended
December 31, 1996 and 1995, respectively.
     Contributing  further to the decrease in noninterest expense was a decrease
of $1.63 million in losses and expenses on foreclosed  property to $1.00 million
from $2.63 million for the years ended December 31, 1996 and 1995, respectively.
The decrease  reflects the decreasing  volume of foreclosed  real estate and the
stabilizing market values of properties that were previously foreclosed upon.
     Income  Taxes.  The  accompanying  consolidated  statements  of  operations
reflect a current  income tax benefit of  $532,000  and  $101,000  for the years
ended December 31, 1996 and 1995, respectively.  As more fully discussed in Note
8 to the consolidated  financial statements,  the tax benefit is attributable to
the inclusion of FCB's taxable  losses in First Banks'  consolidated  tax return
during the period from December 28, 1995 through May 18, 1996.  Upon  completion
of FCB's  Rights  Offering,  First  Banks'  ownership  decreased  below 80% and,
accordingly,  any subsequent  tax benefits  realized by FCB are dependent on the
ability of FCB to generate taxable income.

     Comparison of Results of Operations for 1995 and 1994
     Net Loss.  Net loss for the year ended  December 31, 1995 was $7.43 million
in comparison to a net loss of $18.19  million for the same period in 1994.  The
improvement  in the  operating  results  for 1995,  in  comparison  to 1994,  is
attributable  to  reductions  in the  provision  for  possible  loan  losses and
noninterest expenses, partially offset by a reduction in net interest income. As
previously discussed, net interest income was $7.61 million, or 4.59% of average
earning  assets,  for 1995,  compared  to $12.45  million,  or 5.27% of  average
earning assets, for 1994.
     Provision for Possible Loan Losses.  The provision for possible loan losses
was $3.89  million and $9.81  million for the years ended  December 31, 1995 and
1994,  respectively.  Net loan  charge-offs were $5.91 million and $9.71 million
for the years ended December 31, 1995 and 1994, respectively.  The allowance for
possible  loan  losses was $5.39  million,  or 7.28% of loans,  net of  unearned
discount,  at December 31, 1995,  compared to $7.44 million,  or 5.71% of loans,
net of unearned  discount,  at December 31, 1994. The reduction in the allowance
for possible  loan losses  reflects the decrease in the amount of  nonperforming
and criticized loans during the year as well as the overall decline in the total
loans  outstanding.  However,  the  allowance  for  possible  loan  losses  as a
percentage of loans increased in recognition of the  disproportionate  effect of
nonperforming  and  criticized  loans on a decreasing  portfolio.  As more fully
discussed in "-- Financial  Condition and Average  Balances" and "-- Lending and
Credit  Management,"  the decrease in the  provision  for  possible  loan losses
during  1995 is  primarily  attributable  to the overall  reduction  in the loan
portfolio,  a lower level of nonperforming  loans, and more stable market values
of real estate within FCB's market area.
     Noninterest   Income  and   Expense.  Noninterest   income   decreased   by
$640,000 to $1.33  million from $1.97 million for the years  ended  December 31,
1995 and 1994, respectively.
     Service charges on deposit  accounts and customer service fees decreased by
$479,000 to $801,000  from $1.28  million for the years ended  December 31, 1995
and 1994,  respectively.  The decrease is primarily  attributable to the sale of
the San Diego branch in January 1995 and the closure of the Santa Rosa branch in
April 1995,  which resulted in a reduction in accounts on which service  charges
could be assessed.
     Mortgage  brokerage  activities  of FCB were  discontinued  in April  1994.
Mortgage  brokerage fee income for the year ended December 31, 1994 was $68,000.
In addition, FCB discontinued its in-house credit card program during the second
quarter of 1995,  resulting  in a decrease  in related  fee income of $49,000 to
$19,000  from  $68,000  for  the  years  ended   December  31,  1995  and  1994,
respectively.
<TABLE>
<CAPTION>
     The  following  table  summarizes  noninterest  expense for the years ended
December 31, 1995 and 1994, respectively.
                                                                                   Increase (Decrease)
                                                                                   -------------------
                                                    1995            1994          Amount         Percent
                                                    ----            ----          ------         -------
                                                             (dollars expressed in thousands)

<S>                                             <C>                 <C>           <C>            <C>     
    Salaries and employee benefits              $    4,117          6,568         (2,451)        (37.32)%
    Occupancy, net of rental income                  1,603          1,443            160          11.09
    Furniture and equipment                            581            930           (349)        (37.53)
    Federal Deposit Insurance Corporation
       premiums                                        629            820           (191)        (23.29)
    Postage, printing and supplies                     297            372            (75)        (20.16)
    Legal, examination and professional fees         1,164            725            439          60.55
    Data processing                                    145             80             65          81.25
    Communications                                     210             82            128         156.10
    Losses and expenses on foreclosed
       property, net                                 2,631          6,035         (3,404)        (56.40)
    Amortization and write-off of acquisition
       intangibles                                    --            1,047         (1,047)       (100.00)
    Other                                            1,212          2,291         (1,079)        (47.10)
                                                    ------         ------         ------                
              Total noninterest expense      $      12,589         20,393         (7,804)        (38.27)
                                                    ======         ======         ======         ====== 
</TABLE>
<PAGE>

     Noninterest  expense  decreased  by $7.80  million to $12.59  million  from
$20.39  million for the years ended  December  31, 1995 and 1994,  respectively.
While  virtually  each   functional  area  of  FCB  experienced   reductions  in
noninterest  expense,  the decrease is primarily  attributable  to reductions in
salaries and employee  benefits,  losses and expenses on foreclosed  real estate
and amortization and write-off of acquisition intangibles.
     The decrease in salaries and  employee  benefits of $2.45  million to $4.12
million  from $6.57  million  for the years  ended  December  31, 1995 and 1994,
respectively,  relates primarily to reductions in staff. FCB's staff was reduced
to 63 full-time  equivalent  employees at December 31, 1995,  from 150 full-time
equivalent  employees at December 31, 1994. The decrease is  attributable to the
sale and closure of the San Diego and Santa Rosa branches,  respectively, and in
December 1995,  FCB's conversion to First Banks' data processing and centralized
operations.  Offsetting the decrease in salaries and employee  benefits for 1995
was $299,000 of severance  costs.  Those severance costs are associated with the
realignment  of  staff in  connection  with the  aforementioned  conversion  and
centralization   of  certain  operating   functions,   as  well  as  an  overall
reevaluation  of FCB's  personnel  requirements  considering  other services and
personnel available through First Banks.
     Contributing  further to the decrease in noninterest expense was a decrease
of $3.41 million in losses and expenses on foreclosed  property to $2.63 million
from $6.04 million for the years ended December 31, 1995 and 1994, respectively.
The decrease is attributable to write-downs  which declined to $1.4 million from
$5.0 million for the years ended December 31, 1995 and 1994, respectively.  This
reflects the  decreasing  volume of foreclosed  real estate and the  stabilizing
market values of properties that were previously foreclosed upon.
     In addition,  furniture and equipment  decreased  $349,000 to $581,000 from
$930,000  for the years  ended  December  31, 1995 and 1994,  respectively.  The
decrease is primarily due to the reduction in  depreciation  expense  related to
data processing equipment which was fully depreciated during 1994.
     Amortization and write-off of acquisition intangibles was $1.05 million for
the year ended December 31, 1994,  which included the write-off of the remaining
intangible  of $992,000  initially  recorded in 1988 upon FCB's  acquisition  of
three branches of Citizens Bank of Roseville.
     Offsetting the decrease in noninterest expense was an increase in occupancy
expenses  of  $160,000 to $1.60  million  from $1.44  million for the year ended
December 31, 1995 and 1994, respectively. The increase is primarily attributable
to a nonrecurring  adjustment to write-off the remaining leasehold  improvements
of the  Santa  Rosa  branch,  which  was  closed  during  1995,  and the  former
administrative  offices  relocated in September 1995 to more economical  offices
available at FCB's Howe Avenue branch.
     Income  Taxes.  The  accompanying   consolidated  statement  of  operations
reflects a current  income tax benefit of $101,000  for the year ended  December
31, 1995.  This compares to a $2.41  million  provision for income taxes for the
same period in 1994. For 1995, FCB realized a tax benefit of $101,000  resulting
from its inclusion in the consolidated tax return of First Banks.
     The  provision  for  income  taxes for the year  ended  December  31,  1994
reflects the write-off of previously  recorded  deferred  income tax assets.  In
recognition  of the  substantial  loss reported for the year ended  December 31,
1994,  FCB  concluded  that it no longer met the  realization  standards for its
income tax assets as embodied in Statement of Financial Accounting Standards No.
109,  Accounting  for Income  Taxes (SFAS 109).  See Note 8 to the  accompanying
consolidated  financial statements for additional  information  regarding income
taxes.

     Lending and Credit Management.  The primary source of income for FCB is the
interest and fees earned on its loan portfolio.  This income decreased to 72.41%
and 70.79% of total  interest  income for the years ended  December 31, 1996 and
1995,  respectively,  from 82.40% for 1994.  The  reduction  in interest  income
reflects the overall decrease in the amount of loans, net of unearned  discount,
from $130.2  million at December 31, 1994 to $94.5  million and $74.0 million at
December 31, 1996 and 1995, respectively.
     This reduction in loan income is critical to the profitability of the Bank.
While loans carry with them  inherent  credit  risks,  this can be controlled by
effective  loan  underwriting  and loan  approval  procedures,  a strong  credit
administration and risk management system and periodic independent loan reviews.
At the same  time,  loans  typically  have  interest  rates  and fees  which are
substantially  higher  than  alternative  earning  assets,  such  as  investment
securities  and federal  funds sold.  For the years ended  December 31, 1996 and
1995,  the  average  yield on the  Bank's  loan  portfolio  was 9.83% and 9.95%,
compared   to  5.79%  and  6.00%  on  its   investment   securities   portfolio,
respectively.

<PAGE>

     FCB's  strategy for  addressing  the problems  created by its asset quality
included the reduction of real estate  construction loans outstanding as well as
the overall reduction of loans which were classified.  This required the lending
staff to focus its efforts on the collection, strengthening and restructuring of
loans  considered  problems,  rather  than on the  origination  of new  loans to
replace  them.  The effects of this were further  compounded  during 1995 by the
resignation of a majority of the Bank's loan officers.
     With the completion of the  recapitalization of the Bank, and the continued
reduction in the level of problem assets, management of the Bank has initiated a
plan for the renewal of business  development efforts within its markets and the
rejuvenation of its commercial  banking business including the restaffing of the
lending organization,  which has now been completed. Augmenting this development
effort,  the Bank has $17.9  million in whole loans and loan  participations  at
December 31, 1996 purchased  from  affiliates of First Banks.  In addition,  the
Bank has sold $2.0 million in loan  participations to affiliates at December 31,
1996. There were no loans purchased from affiliates  outstanding at December 31,
1995.
     The  following  table  shows  the  composition  of  the  loan  portfolio by
major category and the percent of each to the  total  portfolio as  of the dates
presented:
<TABLE>
<CAPTION>

                                                                    December 31,
                                  1996              1995               1994                1993             1992
                           ---------------     ---------------    ---------------     --------------     --------------
                           Amount    Percent   Amount   Percent    Amount   Percent    Amount  Percent   Amount  Percent
                                                           (dollars expressed in thousands)

<S>                      <C>          <C>     <C>         <C>     <C>         <C>    <C>        <C>   <C>         <C>  
Commercial and financial $ 32,756     34.7%   $ 33,752    45.6%   $ 69,597    53.5%  $103,949   53.5% $ 119,115   50.7%
Real estate construction
    and development        13,807     14.6       4,094     5.5      16,386    12.6     39,879   20.5     59,228   25.2
Real estate mortgage       39,103     41.4      32,857    44.4      38,439    29.5     43,803   22.5     48,060   20.5
Consumer and in-
    stallment, net of
    unearned discount       8,831      9.3       3,312     4.5       5,750     4.4      6,746    3.5      8,520    3.6
                          -------      ---      ------   -----    --------    ----    -------  -----    -------   ----
       Total loans       $ 94,497    100.0%   $ 74,015   100.0%  $ 130,172   100.0%  $194,377  100.0% $ 234,923  100.0%
                          =======   ======      ======   =====    ========   =====    =======  =====    =======  ===== 
</TABLE>
<TABLE>
<CAPTION>

     Loans at December 31, 1996 mature as follows:

                                                            Over one year
                                                          through five years       Over five years
                                            One year       Fixed   Floating      Fixed      Floating
                                             or less       rate      rate        rate         rate       Total
                                             -------       ----      ----        ----         ----       -----
                                                           (dollars expressed in thousands) 

<S>                                       <C>              <C>                      <C>                  <C>   
Commercial and financial                  $  27,937        4,364         -          455         -        32,756
Real estate construction
    and development                          13,807                      -           -          -        13,807
Real estate mortgage                         33,904        3,330         -        1,869         -        39,103
Consumer and installment                      2,077        6,754         -           -          -         8,831
                                           --------       ------       ----        ----        ---      -------
                                          $  77,725       14,448         -        2,324         -        94,497
                                           ========      =======       ====       =====        ===      =======
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

     The following table is a summary of loan loss experience for the five years
ended December 31, 1996:

                                                                           December 31,
                                                   -------------------------------------------------------------
                                                   1996           1995         1994           1993         1992
                                                   ----           ----         ----           ----         ----
                                                                 (dollars expressed in thousands)

Allowance for possible loan losses,
<S>                                            <C>               <C>           <C>           <C>           <C>  
    beginning of period                        $   5,388         7,437         7,337         5,484         5,003
                                                --------       -------       -------       -------        ------
Loans charged off:
    Commercial and financial                     (2,043)        (4,880)       (3,712)       (2,455)         (503)
    Real estate construction and
      development                                  (164)          (430)       (5,591)       (3,831)       (5,991)
    Real estate mortgage                           (680)          (670)         (661)         (164)         (354)
    Consumer and installment                       (106)          (290)          (59)          (59)         (136)
                                                 -------        -------       ------       -------        ------  
         Total loans charged-off                  (2,993)       (6,270)      (10,023)       (6,509)       (6,984)
                                                 -------        ------        ------       -------        ------ 
Recoveries of loans previously charged off:
    Commercial and financial                        926            306           176           219           182
    Real estate construction and
      development                                    15             36           125            -             -
    Real estate mortgage                             75             -             -              1            -
    Consumer and installment                         31             21            13            42            23
                                                -------        -------       -------        ------         -----
         Total recoveries                         1,047            363           314           262           205
                                                -------        -------       -------        ------         -----
         Net loans charged-off                   (1,946)        (5,907)       (9,709)       (6,247)       (6,779)
                                                -------        -------       -------        ------         ----- 
Provision for possible loan losses                1,155          3,885         9,809         8,100         7,260
                                                -------        -------       -------        ------         -----
Reduction in allowance for possible
    loan losses transferred with
    branch sale                                    -               (27)          -             -             -
                                                -------        -------       -------        ------       ------- 
Allowance for possible loan losses,
    end of period                              $  4,597          5,388         7,437         7,337         5,484
                                                =======        =======       =======       =======       =======

Loans outstanding:
    Average                                    $87,909          97,875       172,758       218,427       262,752
    End of period                               94,497          74,015       130,172       194,377       234,923
                                                ======          ======       =======       =======       =======
    Ratio of allowance for possible 
      loan losses to loans outstanding:
        Average                                   5.23%           5.50%         4.30%        3.36%         2.09%
        End of period                             4.86            7.28          5.71         3.77          2.33
    Ratio of net charge-offs to average
      loans outstanding                           2.21            6.04          5.62         2.86          2.58
                                                  ====          ======       =======      =======        ======
 
Allocation of allowance for possible loan losses at end of period:
    Commercial and financial                   $  1,964          2,125         5,076         2,971         1,613
    Real estate construction and
      development                                   400          1,128           971         3,950         3,624
    Real estate mortgage                          1,812          1,866         1,315           353           134
    Consumer and installment                        421            269            75            63           113
                                                 ------        -------       -------       -------       -------
         Total                                 $  4,597          5,388         7,437         7,337         5,484
                                                 ======        =======       =======       =======       =======

Percent of categories to loans, net of unearned discount:
    Commercial and financial                      34.66%        45.60%          53.47%        53.48%        50.70%
    Real estate construction and
      development                                 14.61          5.53           12.59         20.52         25.21
    Real estate mortgage                          41.38         44.39           29.53         22.54         20.46
    Consumer and installment                       9.35          4.48            4.41          3.46          3.63
                                                 ------        ------          ------        ------        ------
         Total                                   100.00%       100.00%         100.00%       100.00%       100.00%
                                                 ======        ======          ======        ======        ====== 

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

     Nonperforming assets include nonaccrual loans and foreclosed property.  The
following table presents the categories of  nonperforming  assets and loans past
due 30 days or more for the past five years:

                                                                          December 31,
                                                    -----------------------------------------------------------
                                                    1996         1995         1994           1993          1992
                                                    ----         ----         ----           ----          ----
                                                                (dollars expressed in thousands)

Nonperforming loans:
<S>                                              <C>              <C>          <C>           <C>            <C>  
    Commercial and financial - nonaccrual        $     241        2,371        5,968         3,324          2,405
    Real estate construction and development -
      nonaccrual                                        58          484        3,921        16,184         24,166
    Real estate mortgage:
      Nonaccrual                                       286        1,146        1,355         1,592              9
      Restructured                                      -           525          710         1,000          1,000
    Consumer and installment -
      nonaccrual                                       279           -           189            -              25
                                                    ------       ------      -------      --------      ---------
          Total nonperforming loans                    864        4,526       12,143        22,100         27,605
Foreclosed property, net                               192        1,380        5,222        13,171         17,994
                                                    ------       ------      -------       -------       --------
          Total nonperforming assets              $  1,056        5,906       17,365        35,271         45,599
                                                    ======       ======      =======       =======       ========

Loans, net of unearned discount                   $ 94.497       74,015      130,172       194,377        234,923
                                                    ======       ======      =======       =======        =======
Loans past due:
    Over 30 days to 90 days                       $    831        3,015        4,514           536          4,942
    Over 90 days and still accruing                     32        2,249           22            50            300
                                                   -------       ------      -------       -------        --------
          Total past due loans                    $    863        5,264        4,536           586           5,242
                                                   =======       ======      ========      =======        ========

Allowance for possible loan losses to loans          4.86%         7.28%        5.71%          3.77%         2.33%
Nonperforming loans to loans                          .91          6.11         9.33          11.37          11.75
Allowance for possible loan losses
    to nonperforming loans                         532.06        119.05        61.25          33.20          19.87
Nonperforming assets to total loans
    and foreclosed property                          1.12          7.83         12.83         16.99           18.03
                                                   ======        ======      ========      ========        ========
</TABLE>

     As of  December  31,  1996 and  1995,  $3.2  million  and  $11.94  million,
respectively,  of loans not  included  in the table  above  were  identified  by
management as having  potential  credit  problems  which raised doubts as to the
ability of the borrowers to comply with the present loan repayment terms.
     FCB does not lend funds for foreign loans. Additionally,  FCB does not have
any concentrations of loans exceeding 10% of total loans which are not otherwise
disclosed in the loan portfolio  composition table. FCB does not have a material
amount of other  interest-bearing  assets  which  would  have been  included  in
nonaccrual, past due or restructured loans if such assets were loans.
     FCB's credit  management  policy and procedures  focus on  identifying  and
managing  credit  exposure.  FCB  utilizes a  lender-initiated  system of rating
credits,  which  is  subsequently  tested  by  internal  loan  review  and  bank
regulators.  Adversely  rated  credits are  included  on a watch  list,  and are
reviewed  at least every four  months.  Loans may be added to the watch list for
reasons  which are  temporary  and  correctable,  such as the absence of current
financial  statements  of the borrower,  or a deficiency in loan  documentation.
Other loans are added as soon as any problem is detected  which might affect the
borrower's ability to meet the terms of the loan. This could be initiated by the
delinquency  of a scheduled  loan payment,  a  deterioration  in the  borrower's
financial condition identified in a review of periodic financial  statements,  a
decrease in the value of the  collateral  securing the loan,  or a change in the
economic environment within which the borrower operates.
     In addition to the rating system, the credit administration coordinates the
periodic credit reviews and provides management with information on risk levels,
trends, delinquencies and portfolio concentrations.
     The  allowance  for  possible  loan  losses  is  based  on past  loan  loss
experience,  FCB  management's  evaluation  of the  quality  of the loans in the
portfolio and the anticipated  effect of national and local economic  conditions
relative to the ability of loan  customers to repay.  Each month,  the allowance
for possible  loan losses is reviewed  relative to the watch list and other data
to  determine  its   adequacy.   The  provision  for  possible  loan  losses  is
management's  estimate of the amount  necessary to maintain  the  allowance at a

<PAGE>

level  consistent  with this  evaluation.  As  adjustments  to the allowance for
possible  loan  losses  are  considered  necessary,  they are  reflected  in the
consolidated statements of operations.

     Investment Securities.  Investment securities decreased to $38.2 million at
December 31, 1996 from $74.3 million at December 31, 1995. The proceeds from the
decrease  in  investment  securities  were  utilized  to fund  loan  growth  and
reductions  in time  deposits  of  $100,000  or more.  During  1995,  investment
securities  increased by $56.6  million to $74.3  million from $17.7  million at
December 31, 1995 and 1994,  respectively.  This increase is attributable to the
reduction  in loans  throughout  1995 and a shift  from  federal  funds sold and
securities purchased under agreements to resale to short term available-for-sale
securities as they provided a more consistent and attractive return.

     Deposits.  Deposits are the primary  source of funds for FCB. The following
table  sets  forth  the  distribution  of FCB's  deposit  accounts  at the dates
indicated and the weighted average interest rates by category of deposit:
<TABLE>
<CAPTION>

                                                                      December 31,
                                                 1996                     1995                      1994
                                          -----------------        ------------------         ----------------
                                           Balance      Rate        Balance      Rate          Balance    Rate
                                           -------      ----        -------      ----          -------    ----
                                                            (dollars expressed in thousands)

<S>                                     <C>             <C>      <C>             <C>        <C>            <C>
Non-interest-bearing demand             $  24,026         - %    $   27,517        - %      $  56,483        - %
Interest-bearing demand and
    money market accounts                  33,617       2.51         39,646      2.43          68,840      2.39
Savings                                    13,381       2.27         16,707      2.50          21,695      2.44
Time deposits of $100 or more               9,284       5.84         18,764      5.81          25,317      4.52
Other time                                 55,828       5.80         53,530      5.94          61,201      5.10
                                          -------       ====       --------      ====        --------      ====
      Total deposits                    $  136,136               $  156,164                 $ 233,536
                                          ========                  =======                   =======
</TABLE>

     Interest Rate Risk Management.  In financial institutions,  the maintenance
of a satisfactory  level of net interest income is a primary factor in achieving
acceptable income levels. However, the maturity and repricing characteristics of
the institution's loan and investment  portfolios,  relative to those within its
deposit  structure,  may  differ  significantly.  Furthermore,  the  ability  of
borrowers  to repay  loans and  depositors  to  withdraw  funds  prior to stated
maturity  dates  introduces  divergent  option   characteristics  which  operate
primarily  as  interest  rates  change.  This  causes  various  elements  of the
institution's balance sheet to react in different manners and at different times
relative to changes in interest rates, thereby leading to increases or decreases
in net  interest  income over time.  Depending  upon the nature and  velocity of
interest  rate  movements  and their  effect on the specific  components  of the
institution's  balance  sheet,  the  effects  on  net  interest  income  can  be
substantial.  Consequently,  a fundamental  requirement  in managing a financial
institution is establishing effective control of the exposure of the institution
to changes in interest rates.
     FCB manages its interest rate risk by: (1)  maintaining an Asset  Liability
Committee  (ALCO)  responsible to FCB's Board of Directors to review the overall
interest rate risk management activity and approve actions taken to reduce risk;
(2) maintaining an effective monitoring mechanism to determine FCB's exposure to
changes in interest  rates;  and (3)  coordinating  the lending,  investing  and
deposit-generating  functions to control the  assumption  of interest rate risk.
The objective of these  procedures is to limit the adverse  impact which changes
in interest rates may have on net interest income.
     The  ALCO  has  overall  responsibility  for the  effective  management  of
interest  rate risk and the  approval of policy  guidelines.  The ALCO  includes
senior  executives  of  investments,  credit,  retail  banking and finance,  and
certain other officers.  The ALCO is supported by the Asset Liability Management
Group which  monitors  interest rate risk,  prepares  analyses for review by the
ALCO and implements actions which are either  specifically  directed by the ALCO
or  established  by policy  guidelines.  To measure the effect of interest  rate
changes,  FCB  recalculates  its net income over two one-year  horizons on a pro
forma basis assuming  instantaneous,  permanent parallel and non-parallel shifts
in the yield curve, in varying amounts both upward and downward.

<PAGE>

     In addition to the  simulation  model  employed by FCB, a more  traditional
interest rate sensitivity  position is prepared and reviewed in conjunction with
the results of the simulation  model. The following table presents the projected
maturities  and  periods  to  repricing  of  FCB's  rate  sensitive  assets  and
liabilities  as of  December  31,  1996,  adjusted  to account  for  anticipated
prepayments:
<TABLE>
<CAPTION>
                                                               Over three  Over six
                                                        Three    through    through   Over one    Over
                                                       months      six      twelve     through    five
                                                       or less   months     months   five years   years      Total
                                                       -------   ------     ------   ----------   -----      -----
                                                                           (dollars expressed in thousands)
Interest-earning assets:
<S>      <C>                                       <C>           <C>        <C>        <C>         <C>       <C>   
   Loans (1)                                       $  35,415     19,936     16,895     20,899      1,352     94,497
   Investment securities                               9,019      8,042      5,509     15,659         -      38,229
   Federal funds sold                                 11,500        -           -          -          -      11,500
                                                      ------      -----    -------     ------     ------    -------
     Total interest-earning assets                    55,934     27,978     22,404     36,558      1,352    144,226
                                                      ------     ------     ------     ------     ------    -------
Interest-bearing liabilities:
   Interest-bearing demand accounts                    6,274      3,900      2,543      1,865      2,375     16,957
   Money market demand accounts                       16,660         -          -          -          -      16,660
   Savings accounts                                    2,275      1,873      1,606      2,275      5,352     13,381
   Time deposits                                      15,909     11,936     31,592      5,675         -      65,112
   12% convertible debenture                              -          -          -       6,500         -       6,500
                                                      ------     ------     ------    -------     ------    -------
     Total interest-bearing liabilities               41,118     17,709     35,741     16,315      7,727
                                                      ------     ------     ------     ------     ------
118,610
Interest-sensitivity gap:
   Periodic                                        $  14,816     10,269    (13,337)    20,243     (6,375)    25,616
                                                                                                           ========
   Cumulative                                         14,816     25,085     11,748     31,991     25,616
                                                      ======     ======     ======     ======     ======
Ratio of interest-sensitive assets to
 interest-sensitive liabilities:
     Periodic                                           1.36       1.58       0.63       2.24       0.17       1.22
                                                                                                               ====
     Cumulative                                         1.36       1.43       1.12       1.29       1.22
                                                        ====       ====       ====       ====       ====
</TABLE>
----------------------
(1) Loans presented net of unearned discount

     Management  makes certain  assumptions in preparing the table above.  These
assumptions   include:   loans  will  repay  at   historic   repayment   speeds;
mortgage-backed  securities,  included in investment  securities,  will repay at
projected  repayment  speeds;   interest-bearing  demand  accounts  and  savings
accounts are interest-sensitive at a rate of 37% and 17%,  respectively,  of the
remaining  balance for each period  presented;  and fixed maturity deposits will
not be withdrawn prior to maturity.
     At December 31, 1996, FCB was asset-sensitive on a cumulative basis through
the  twelve-month  time  horizon  by $11.7  million,  or 7.68% of total  assets,
compared to a liability-sensitive  position of $466,000, or .27% of total assets
at December  31.  1995.  The change to the current  asset-sensitive  position is
attributable  to the increase to $72.2  million from $31.4 million in the amount
of loans repricing within one year at December 31, 1996 and 1995,  respectively.
The  interest-sensitivity  position is one of several measurements of the impact
of interest rate changes on net interest income. Its usefulness in assessing the
effect of  potential  changes in net  interest  income  varies with the constant
change in the composition of FCB's assets and liabilities.  For this reason, FCB
places greater  emphasis on a simulation  model for monitoring its interest rate
risk exposure.

     Capital.  For each of the three years ended  December 31, 1994, FCB and the
Bank incurred  substantial  operating losses related  primarily to asset quality
problems. These problems continued throughout 1995, resulting in the elimination
of FCB's  stockholders'  equity,  and the  substantial  reduction  of the Bank's
stockholders'  equity, by June 30, 1995. The Bank's reduced capital level caused
it to be classified as "critically  undercapitalized"  for regulatory  purposes,
subjecting  it to the  Prompt  Corrective  Action  provisions  of the  Financial
Institutions  Reform,  Recovery and  Enforcement Act of 1989.  These  provisions
required it to seek  additional  capital or face the  possible  imposition  of a
conservatorship or receivership  within 90 days. As more fully discussed in " --
Recapitalization"  and  Note  2  to  the  accompanying   consolidated  financial
statements,  FCB and the Bank completed its  recapitalization  during 1996. As a
result,  the Tier 1 capital  ratios of FCB and the Bank as of December  31, 1996
increased  to 5.66% and  11.84%,  respectively.  Although  FCB  continues  to be
considered "significantly undercapitalized" for regulatory purposes, the Bank is
considered "well-capitalized."
<PAGE>

     Liquidity.  The  liquidity of FCB and the Bank is the ability to maintain a
cash flow which is adequate to fund  operations and meet  obligations  and other
commitments  on a timely  basis.  The Bank  receives  funds for  liquidity  from
customer  deposits,  loan payments,  maturities,  and sales of  investments  and
earnings.  In addition,  the Bank may avail itself of more  volatile  sources of
funds through  issuance of certificates of deposit in  denominations of $100,000
or more, federal funds borrowed,  securities sold under agreements to repurchase
and other  borrowings.  The aggregate  funds acquired from these sources,  which
consisted of certificates of deposits in denominations of $100,000 or more, were
$10.0 million and $18.8 million at December 31, 1996 and 1995, respectively. The
decrease  is  consistent  with FCB's  decision  to reduce its  reliance  on such
sources of funds.
     The following table presents the maturity structure of these more  volatile
 funds at December 31, 1996:
                                               
                                             (dollars expressed in thousands)
         
           3 months or less                              $  5,583
           Over 3 months through 6 months                   1,225
           Over 6 months through 12 months                  2,851
           Over 12 months                                     330
                                                           ------
                               Total                     $  9,989
                                                           ======

     Management believes the available liquidity and operating results should be
adequate to provide funds to meet FCB's operating and debt service  requirements
both on a short-term and long-term basis.

     Effect of New Accounting Standards. FCB adopted the provisions of SFAS 114,
Accounting by Creditors for  Impairment of a Loan,  and SFAS 118,  Accounting by
Creditors for Impairment of a Loan - Income  Recognition and Disclosures,  which
amends SFAS 114, on January 1, 1995. SFAS 114 defines the recognition  criterion
for loan impairment and the measurement  methods for certain  impaired loans and
loans whose terms have been modified in troubled-debt  restructurings.  SFAS 118
amends SFAS 114 to allow a creditor  to use  existing  methods  for  recognizing
interest  income on an  impaired  loan.  FCB has  elected to continue to use its
existing method for recognizing  interest on impaired loans. The  implementation
of these  statements did not have a material effect on FCB's financial  position
and resulted in no additional provision for possible loan losses.
     In June 1996,  the FASB  issued  SFAS 125,  Accounting  for  Transfers  and
Servicing of Financial Assets and Extinguishment of Liabilities (SFAS 125). SFAS
125 established  accounting and reporting  standards for transfers and servicing
of financial assets and extinguishment of liabilities. The standards established
by SFAS 125 are  based on  consistent  applications  of a  financial  components
approach  that  focuses on  control.  Under that  approach,  after a transfer of
financial  assets,  an entity  recognizes the financial and servicing  assets it
controls and the liabilities it has incurred, derecognizes financial assets when
control has been surrendered,  and derecognizes  liabilities when  extinguished.
This statement provides  consistent  standards for  distinguishing  transfers of
financial assets that are sales from transfers that are secured borrowings.
     SFAS 125 is effective for  transfers and servicing of financial  assets and
extinguishments  of liabilities  occurring after December 31, 1996, and is to be
applied prospectively.  Earlier or retroactive application is not permitted. FCB
does not believe the  implementation  of SFAS 125 will have a material effect on
its consolidated financial position or results of operations.

     Effects of Inflation. Financial institutions are less affected by inflation
than other  types of  companies.  Financial  institutions  make  relatively  few
significant asset  acquisitions  which are directly affected by changing prices.
Instead,   the  assets  and  liabilities  are  primarily   monetary  in  nature.
Consequently,  interest  rates  are  more  significant  to  the  performance  of
financial  institutions  than the effect of general  inflation  levels.  While a
relationship  exists between the inflation rate and interest rates, FCB believes
this is generally manageable through its interest rate risk management program.



<PAGE>
<TABLE>
<CAPTION>





                                                                          1996 Quarter Ended
                                                                          ------------------
                                                       March 31        June 30      September 30    December 31
                                                       --------        -------      ------------    -----------
                                                       (dollars expressed in thousands, except per share data)

<S>                                                  <C>                <C>             <C>             <C>  
Interest income                                      $  2,736           3,129           2,920           3,151
Interest expense                                        1,557           1,324           1,328           1,331
                                                       ------          ------         -------         -------
         Net interest income                            1,179           1,805           1,592           1,820
Provision for possible loan losses                        600             450             100               5
                                                       ------          ------         -------         -------
         Net interest income (loss) after
              provision for possible loan losses          579           1,355           1,492           1,815
Noninterest income                                        237             252           1,032             216
Noninterest expense                                     2,306           1,842           2,405           1,527
                                                      -------          ------         -------         -------

         Income (loss) before provision
              for income taxes                         (1,490)           (235)            119             504
Provision (benefit) for income taxes                     (330)           (250)           (152)            200
                                                       ------          ------          ------          ------
         Net income (loss)                           $ (1,160)             15             271             304
                                                       ======         =======          ======          ======

Net income (loss) per share                          $  (2.08)            .02             .32             .36
                                                       ======         =======          ======          ======
 

                                                                          1995 Quarter Ended
                                                                          ------------------
                                                       March 31        June 30      September 30    December 31
                                                       --------        -------      ------------    -----------
                                                       (dollars expressed in thousands, except per share data)

Interest income                                       $ 3,776           3,627           3,248           3,099
Interest expense                                        1,452           1,660           1,527           1,497
                                                        -----           -----           -----           -----
         Net interest income                            2,324           1,967           1,721           1,602
Provision for possible loan losses                       -              3,245             100             540
                                                      -------           -----          ------          ------
         Net interest income (loss) after
              provision for possible loan losses        2,324          (1,278)          1,621           1,062
Noninterest income                                        424             430             277             197
Noninterest expense                                     3,787           3,391           2,919           2,492
                                                        -----        --------           -----           -----
         Loss before provision (benefit)
              for income taxes                         (1,039)         (4,239)         (1,021)         (1,233)
Provision (benefit) for income taxes                     -                  2            -               (103)
                                                      -------     -----------         -------          ------ 
         Net loss                                    $ (1,039)         (4,241)         (1,021)         (1,130)
                                                        =====        == =====           =====           ===== 

Net loss per share                                   $ (27.50)        (113.75)          (5.00)          (2.50)
                                                        =====          ======           ======           ==== 

</TABLE>




<PAGE>



Independent Auditors' Report

KPMG Peat Marwick LLP







The Board of Directors and Stockholders
First Commercial Bancorp, Inc.:

We have audited the accompanying consolidated balance sheets of First Commercial
Bancorp, Inc. and subsidiary (the Company) as of December 31, 1996 and 1995, and
the related  consolidated  statements of  operations,  changes in  stockholders'
equity, and cash flows for the years then ended.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based on our audit.  The accompanying  1994  consolidated  financial
statements of First  Commercial  Bancorp,  Inc. and  subsidiary  were audited by
other auditors whose report thereon dated March 29, 1995 included an explanatory
paragraph that described the Company's  uncertain ability to continue as a going
concern and the Company's various regulatory agreements with the Federal Deposit
Insurance  Corporation,  the California State Banking Department and the Federal
Reserve Bank of San Francisco.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the 1996 and 1995 consolidated  financial statements referred to
above present fairly, in all material respects,  the financial position of First
Commercial  Bancorp,  Inc. and  subsidiary as of December 31, 1996 and 1995, and
the results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.




                                                /s/KPMG Peat Marwick LLP
                                                ------------------------
St. Louis, Missouri
March 7, 1997

<PAGE>

             (dollars expressed in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                December 31,
                                            ASSETS                                           1996         1995
                                            ------                                           ----         ----
Cash and cash equivalents:
<S>                                                                                      <C>            <C>
    Cash and due from banks                                                              $   9,410       9,768
    Federal funds sold                                                                      11,500       9,000
                                                                                           -------       -----
        Total cash and cash equivalents                                                     20,910      18,768
                                                                                           -------      ------
Investment securities:
    Available for sale, at market value                                                     38,229      63,291
    Held to maturity, at amortized cost (estimated market
      value of $11,005 at December 31, 1995)                                                   --       10,958
                                                                                           -------      ------
        Total investment securities                                                         38,229      74,249
                                                                                           -------      ------ 
Loans:
    Commercial and financial                                                                32,756      33,752
    Real estate construction and development                                                13,807       4,094
    Real estate mortgage                                                                    39,103      32,857
    Consumer and installment                                                                 9,244       3,508
                                                                                           -------     -------
        Total loans                                                                         94,910      74,211
    Unearned discount                                                                         (413)       (196)
    Allowance for possible loan losses                                                       4,597)     (5,388)
                                                                                           -------     ------- 
        Net loans                                                                           89,900      68,627
                                                                                           -------     -------
Lease receivable, net                                                                         --           991
Bank premises and equipment, net                                                             1,894       2,247
Accrued interest receivable                                                                  1,197       1,429
Other real estate                                                                              192       1,380
Other assets                                                                                   711       1,844
                                                                                           -------     -------
        Total assets
                                                                                         $ 153,033     169,535
                                                                                           =======     =======

                                       LIABILITIES
                                       -----------
Deposits:
    Demand:
       Non-interest-bearing                                                                 24,026      27,517
       Interest-bearing                                                                                 33,617
39,646
    Savings                                                                                 13,381      16,707
    Time deposits:
       Time deposits of $100 or more                                                         9,284      18,764
       Other time deposits                                                                  55,828      53,530
                                                                                           -------     -------
           Total deposits                                                                  136,136     156,164
Accrued interest payable                                                                     1,098         487
Accrued and other liabilities                                                                2,969       2,805
12% convertible debentures                                                                   6,500       6,500
                                                                                           -------     -------
           Total liabilities                                                               146,703     165,956
                                                                                           -------     -------

                                  STOCKHOLDERS' EQUITY
                                  --------------------
Preferred stock, $.01 par value, 5,000,000 shares authorized;
    no shares issued and outstanding                                                          --          --
Common stock, $1.25 par value, 10,000,000 shares authorized; 846,127 and 557,460
     shares issued and outstanding at December 31, 1996 and 1995, respectively               1,058         697
Capital surplus                                                                              5,272      33,251
Retained earnings (deficit) since elimination of accumulated deficit of $30,881,
    effective December 31, 1996                                                               --       (30,311)
Net fair value adjustment for securities available for sale                                   --           (58)
                                                                                           -------     ------- 
      Total stockholders' equity                                                             6,330       3,579
                                                                                           -------     -------
      Total liabilities and stockholders' equity                                         $ 153,033     169,535
                                                                                           =======     =======

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>

<TABLE>
<CAPTION>

                                   (dollars expressed in thousands, except per share data)


                                                                                Years ended December 31,
                                                                                ------------------------
                                                                           1996            1995            1994
                                                                           ----            ----            ----
Interest income:
<S>                                                                   <C>                <C>              <C>   
    Interest and fees on loans                                        $    8,643           9,734          15,126
    Investment securities                                                  2,738           1,981           1,109
    Federal funds sold, securities purchased under
      resale agreements and other                                            555           2,035           2,121
                                                                        --------         -------        --------
         Total interest income                                            11,936          13,750          18,356
                                                                        --------         -------        --------
Interest expense:
    Deposits:
      Interest-bearing demand                                                885           1,082           1,989
      Savings                                                                349             481             589
      Time deposits of $100 or more                                          599           1,054           1,123
      Other time deposits                                                  2,803           3,366           2,157
    Other borrowings                                                         905             153              52
                                                                       ---------        --------        --------
         Total interest expense                                            5,540           6,136           5,910
                                                                       ---------        --------        --------
         Net interest income                                               6,396           7,614          12,446
Provision for possible loan losses                                         1,155           3,885           9,809
                                                                       ---------        --------        --------
         Net interest income after provision for possible
              loan losses                                                  5,241           3,729           2,637
                                                                       ---------        --------         -------
Noninterest income:
    Service charges on deposit accounts and customer
      service fees                                                           751             801           1,282
    Other income                                                             986             527             691
                                                                       ---------        --------        --------
         Total noninterest income                                          1,737           1,328           1,973
                                                                       ---------        --------        --------
Noninterest expense:
    Salaries and employee benefits                                         2,177           4,117           6,568
    Occupancy, net of rental income                                          881           1,603           1,443
    Furniture and equipment                                                  390             581             930
    Federal Deposit Insurance Corporation premiums                           337             629             820
    Postage, printing and supplies                                           477             297             372
    Legal, examination and professional fees                               1,501           1,164             725
    Data processing                                                          401             145              80
    Communications                                                          202              210              82
    Losses and expenses on other real estate, net of gains                 1,002           2,631           6,035
    Amortization and write-off of acquisition intangibles                   --              --             1,047
    Other                                                                    712           1,212           2,291
                                                                      ----------        --------        --------
         Total noninterest expense                                         8,080          12,589          20,393
                                                                       ---------        --------        --------
         Loss before provision (benefit) for income taxes                 (1,102)         (7,532)        (15,783)
Provision (benefit) for income taxes                                        (532)           (101)          2,407
                                                                      ----------        --------        --------
         Net loss                                                  $        (570)         (7,431)        (18,190)
========                                                              ==========        ========        ========

Net loss per common share                                          $        (.77)         (40.69)        (486.36)
======     ======                                                     ==========        ========        ========
Weighted average common stock and common stock
    equivalents outstanding                                              738,260         182,608          37,400
                                                                      ==========        ========        ========




The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                      Three  years  ended   December   31,  1996
                            (dollars  expressed in  thousands,  except per share
                            data)



                                                                                            Net fair
                                                                                              value
                                                                                           adjustment     Total
                                                                  Retained               for securities  stock-
                                           Common    Capital      earnings     Treasury     available   holders'
                                            stock    surplus      (deficit)      stock      for sale     equity

<S>              <C>                  <C>             <C>           <C>          <C>         <C>         <C>
Balance, January 1, 1994              $      48       28,495        (4,690)      (709)         -         23,144

Adoption of SFAS 115                         -          -              -           -          342           342
Net loss                                     -          -          (18,190)        -           -        (18,190)
Net fair value adjustment for
    securities available for sale            -          -              -           -         (941)         (941)
                                          -----     ---------    ---------       ----        ----       ------- 

Balance, December 31, 1994                   48       28,495       (22,880)      (709)       (599)        4,355

Net loss                                     -            -         (7,431)        -           -         (7,431)
Retirement of treasury stock                 (1)        (708)           -         709          -             -
Net fair value adjustment for
    securities available for sale            -            -             -          -          541           541
Issuance of common stock
    pursuant to stock purchase
    agreement                               650        5,464            -          -           -          6,114
                                          -----      -------      --------      ------       ----       -------

Balance, December 31, 1995                  697       33,251       (30,311)        -          (58)        3,579

Net loss                                     -          -             (570)        -           -           (570)
Net fair value adjustment for
    securities available for sale            -            -             -          -          104           104
Proceeds received from sale of
    288,720 shares of common
    stock                                   361        2,856            -          -           -           3,217
Effect of quasi-reorganization,
    effective December 31, 1996              -       (30,835)        30,881        -          (46)          -
                                         ------      -------        -------     -------      ----         ------

Balance, December 31, 1996            $   1,058        5,272           -           -           -           6,330
                                         ======      =======        =======     =======       =====        ======


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                        (dollars expressed in thousands)

                                                                                   Years ended December 31,
                                                                                   ------------------------
                                                                               1996         1995         1994
                                                                               ----         ----         ----
    Cash flows from operating activities:
<S>                                                                       <C>              <C>          <C>     
    Net loss                                                              $    (570)       (7,431)      (18,190)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
        Depreciation and amortization                                           148           899           958
        Provision for possible loan losses                                    1,155         3,885         9,809
        Write-down of other real estate                                          99         1,141         4,963
        Loss (gain) on disposal of other real estate                              4          (149)           88
        Benefit of deferred taxes                                              (532)       (6,081)       (6,497)
        Write-off of intangibles                                                  -           -           1,047
        Valuation allowance for deferred taxes                                    -         6,081         8,904
        Increase in interest receivable 
          and other assets                                                      232           521         3,156
        Increase (decrease) in accrued interest payable                         611           275           (19)
        Increase (decrease) in accrued expenses and
          other liabilities                                                   1,876         1,602        (1,404)
                                                                          ---------      --------        ------ 
          Net cash provided by operating activities                           3,023           743         2,815
                                                                          ---------     ---------        ------

Cash flows from investing activities:
    Net decrease in interest-bearing deposits with
      other financial institutions                                               -            299         3,674
    Proceeds from maturities of investment securities                        86,884         2,168        30,982
    Proceeds from the sales of investment securities                             -          1,062            -
    Purchases of investment securities                                      (50,643)      (59,451)       (5,135)
    Recoveries of loans previously charged-off                                1,047           363           314
    Net (increase) decrease in loans                                        (24,574)       46,060        47,768
    Net decrease in deferred loan fees                                           -            (47)         (301)
    Purchases of premises and equipment                                         (49)         (156)         (222)
    Net decrease in lease financing                                             991            47            47
    Proceeds from sales of other real estate                                  2,297         4,522        10,340
    Payments to complete other real estate                                     (113)           -           (638)
    Other investing activities                                                   90            -             -
                                                                            -------        ------        ------
          Net cash provided by (used in) investing activities                15,930        (5,133)       86,829
                                                                            -------        ------        ------

Cash flows from financing activities:
    Net increase (decrease) in demand and savings deposits                  (12,846)      (49,980)       (97,634)
    Net increase (decrease) in time deposits                                 (7,182)      (10,827)         7,375
    Payment from sales of deposits, net                                          -        (14,541)           -
    Proceeds from the issuance of common stock                                3,217         6,114            -
    Proceeds from the issuance of convertible debentures                         -          6,133            -
                                                                            -------      --------        -------
          Net cash provided by (used in)  financing activities              (16,811)      (63,101)       (90,259)
                                                                            -------      --------        -------
          Net increase (decrease) in cash and cash equivalents                2,142       (67,491)          (615)
Cash and cash equivalents at beginning of year                               18,768        86,259         86,874
                                                                            -------        ------        ------- 
Cash and cash equivalents at end of year                                 $   20,910        18,768         86,259
                                                                            =======        ======        =======
Supplemental  disclosures  of cash flow  information:
  Cash paid during the year for:
      Interest                                                           $    4,929         5,861          5,929
      Income taxes                                                               -            -               17
                                                                            =======       =======        =======
Supplemental schedule of noncash investing and financing activities:
    Exchange of common stock for dividends payable                              643           -              -
    Net decrease in other real estate as a result of foreclosure
         or financing, and other related transactions                     $   1,099         1,672          6,714
                                                                            =======       =======        =======
</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


<PAGE>


(1) Summary of Significant  Accounting Policies.  The accompanying  consolidated
financial  statements of First Commercial  Bancorp,  Inc. and subsidiary (FCB or
the Company) have been prepared in accordance with generally accepted accounting
principles and conform to practices prevalent among financial institutions.
     As more fully  discussed  in Note 2, FCB  executed an Amended and  Restated
Stock Purchase Agreement (Stock Purchase  Agreement) with First Banks, Inc., St.
Louis, Missouri (First Banks) and Mr. James F. Dierberg, Chairman, President and
Chief Executive Officer of First Banks, to provide for the  recapitalization  of
FCB and its wholly owned subsidiary,  First Commercial Bank (Bank). As a result,
First Banks owned  61.46% and 93.29% of the  outstanding  voting stock of FCB at
December 31, 1996 and 1995, respectively.
     As provided by the Stock Purchase  Agreement,  First Banks  initially owned
Bank preferred stock and Bank common stock which was subsequently converted into
FCB common stock on December 27, 1995.  The  consolidated  financial  statements
have been prepared as if such conversion had occurred on August 22 and 23, 1995,
respectively,  and as if FCB had owned all of the outstanding  stock of the Bank
throughout  1995.  The Bank  preferred  stock  was  nonvoting  stock  and had no
dividend  requirement,  except  to the  extent  dividends  could be paid on Bank
common  stock.  The Bank  common  stock,  during the period it was held by First
Banks, was subject to an irrevocable proxy giving the FCB Board of Directors the
right  to  vote  such   shares.   Consequently,   although   First  Banks  owned
approximately  99% of the outstanding  Bank common stock during this period,  it
did not have voting control until its stock was converted to FCB common stock.
 The following is a summary of the more significant policies followed by FCB:
     Basis of Presentation  The  consolidated  financial  statements of FCB have
been prepared in accordance with generally  accepted  accounting  principles and
conform to predominant practices within the banking industry.  Management of FCB
has made a number of  estimates  and  assumptions  relating to the  reporting of
assets and liabilities  and the disclosure of contingent  assets and liabilities
to prepare the  consolidated  financial  statements in conformity with generally
accepted  accounting   principles.   Actual  results  could  differ  from  those
estimates.  Certain 1995 and 1994 amounts have been reclassified to conform with
the 1996 presentation.
     The Board of Directors of FCB elected to implement an accounting adjustment
referred  to  as a  "quasi-reorganization,"  effective  December  31,  1996.  In
accordance with accounting provisions applicable to a quasi-reorganization,  the
assets and liabilities of FCB have been adjusted to fair values and the retained
deficit has been  eliminated  as of December  31,  1996.  FCB caused the Bank to
accomplish a similar quasi-reorganization, also effective December 31, 1996.
     In December 1996, FCB  implemented a reverse stock split,  whereby each 125
shares of  outstanding  common  stock  were  converted  into one share of common
stock.  For  consistency,  the  numbers of shares  referred  to  throughout  the
consolidated  financial  statements  were restated to give effect to the reverse
split.
     Principles of Consolidation.  The consolidated financial statements include
the accounts of the parent  company and the Bank. All  significant  intercompany
accounts and transactions have been eliminated.
     Cash and Cash  Equivalents.  Cash,  due from  banks,  federal  funds  sold,
interest-bearing  deposits with original  maturities of three months or less and
securities  purchased under resale agreements are considered to be cash and cash
equivalents for purposes of the consolidated statements of cash flows.
     The  Bank is  required  to  maintain  certain  daily  reserve  balances  in
accordance with regulatory  requirements.  These reserve balances  maintained in
accordance  with such  requirements  were $918,000 and $1.13 million at December
31, 1996 and 1995, respectively.
      Investment  Securities.  The  classification  of investment securities  as
available for sale or held to maturity is determined at the  date  of  purchase.
FCB does not engage in the trading of investment securities.
      Investment  securities designated as available for sale, which include any
security  which FCB has no  immediate  plan to sell but which may be sold in the
future under different  circumstances,  are stated at fair value. Realized gains
and losses are included in noninterest  income upon commitment to sell, based on
the amortized cost of the individual security sold.  Unrealized gains and losses
are  recorded,  net of related  income tax effects,  in a separate  component of
stockholders'  equity.  All  previous  fair value  adjustments  included  in the
separate  component of stockholders'  equity are reversed upon sale.  Investment
securities designated as held to maturity,  which include any security for which
FCB has the positive intent and ability to hold to maturity, are stated at cost,
net of amortization of premiums and accretion of discounts computed on the level
yield method,  taking into  consideration  the level of current and  anticipated
prepayments.
      Loans.  Loans are carried at cost,  adjusted for  amortization of premiums
and  accretion of discounts  using a method which  approximates  the level yield

<PAGE>

method.  Interest and fees on loans are  recognized as income using the interest
method.  Loans are stated at cost as FCB has the ability and it is  management's
intention to hold them to maturity.
      The  accrual of  interest on loans is  discontinued  when it appears  that
interest or principal may not be paid in a timely manner in the normal course of
business.  Generally,  payments  received on  nonaccrual  loans are  recorded as
principal reductions. Interest income is recognized after all principal has been
repaid or an  improvement  in the condition of the loan has occurred which would
warrant resumption of interest accruals.
     FCB adopted the provisions of Statement of Financial  Accounting  Standards
(SFAS) No. 114,  Accounting by Creditors for  Impairment of a Loan, and SFAS No.
118,  Accounting by Creditors for  Impairment of a Loan Income  Recognition  and
Disclosures,  which  amends  SFAS 114,  on January 1, 1995.  FCB has  elected to
continue to use its existing method for  recognizing  interest on impaired loans
as  described  above.  The  implementation  of these  statements  did not have a
material  effect on FCB's  financial  position  and  resulted  in no  additional
provision for possible loan losses.
     Allowance for Possible Loan Losses.  The allowance for possible loan losses
is maintained at a level  considered  adequate to provide for potential  losses.
The provision  for possible  loan losses is based on a periodic  analysis of the
loan portfolio by management, considering, among other factors, current economic
conditions, loan portfolio composition,  past loan loss experience,  independent
appraisals, loan collateral and payment experience. In addition to the allowance
for estimated  losses on impaired  loans,  an overall  unallocated  allowance is
established to provide for unidentified  credit losses which are inherent in the
portfolio. As adjustments become necessary, they are reflected in the results of
operations in the periods in which they become known.
     Bank Premises and Equipment. Bank premises and equipment are stated at cost
less accumulated depreciation and amortization.  Depreciation is computed on the
straight-line  method over the  estimated  useful  lives of the related  assets.
Leasehold  improvements  are capitalized and amortized over the shorter of their
estimated useful lives or the related lease terms. Bank premises are depreciated
on the  straight-line  method  over  20 to 25  years.  Furniture,  fixtures  and
equipment are depreciated on the straight-line method over one to seven years.
     Other Real  Estate.  Other real  estate  (ORE) which  includes  real estate
acquired through foreclosure or by deed in lieu of foreclosure, is stated at the
lower  of fair  value  less  applicable  selling  costs  or cost at the time the
property is  acquired.  The excess of cost over fair value of ORE at the date of
acquisition  is charged to the allowance  for possible  loan losses.  Subsequent
reductions in carrying value to reflect  current fair value or costs incurred in
maintaining the properties are charged to expense as incurred.
        Income Taxes.  FCB and the Bank file a  consolidated  federal income tax
return for the periods subsequent to the Rights Offering.  For the periods prior
to the Rights Offering and subsequent to First Banks'  acquisition,  FCB and the
Bank joined in filing a consolidated federal income tax return with First Banks.
Prior to August 24, 1995, FCB and the Bank each paid their respective portion of
federal  income taxes or received  payments to the extent that tax benefits were
realized.  Subsequent to the  acquisition of FCB common stock by First Banks and
prior to the  Rights  Offering,  FCB and the Bank  each  paid  their  respective
portion of federal income taxes to, or receive payments from, First Banks to the
extent that tax benefits are available within First Banks' consolidated group.
     Financial Instruments.  A financial instrument is defined as cash, evidence
of an ownership  interest in an entity, or a contract that conveys or imposes on
an entity the contractual  right or obligation to either receive or deliver cash
or another financial instrument.
     Net Loss Per Common Share.  Net  loss  per  share  is  computed  using  the
weighted  average  number of shares outstanding during the year.

(2)  Recapitalization.  For each of the four years ended  December 31, 1995, FCB
and the Bank incurred  substantial  operating losses related  primarily to asset
quality problems resulting in the elimination of FCB's stockholders' equity, and
the substantial reduction of the Bank's stockholders'  equity.  Recognizing that
new capital was  imperative for the Company's  survival,  the Board of Directors
and management  began a concerted  effort in early 1995 to replenish its capital
base. However, the rapidity with which losses were incurred during the first six
months of 1995 necessitated expediting this process. As a result, as of June 30,
1995,  the Company and the Bank entered  into a Stock  Purchase  Agreement  with
First Banks and Mr. James F. Dierberg. Pursuant to the Stock Purchase Agreement,

<PAGE>

Mr. Dierberg  provided interim  financing for the Bank in the form of a purchase
of $1.5  million  of  nonvoting  preferred  stock.  However,  in  spite  of this
additional capital,  the leverage ratios of FCB and the Bank as of June 30, 1995
had declined to (.23%) and 1.08%, respectively.
     The Bank's reduced  capital level caused it to be classified as "critically
undercapitalized"   for  regulatory  purposes,   subjecting  it  to  the  Prompt
Corrective Action provisions of the Financial Institutions Reform,  Recovery and
Enforcement Act of 1989. These provisions required it to seek additional capital
or face the possible  imposition of a conservatorship or receivership  within 90
days. In order to achieve the capital  levels  required,  on August 7, 1995, FCB
and the Bank entered into an Amended and Restated Stock Purchase  Agreement (the
Amended Agreement) with First Banks and Mr. Dierberg. The Amended Agreement, and
subsequent  agreements  entered into with First  Banks,  resulted in a series of
transactions as follows:

          a.  On August 22, 1995,  First  Banks  acquired  the  Bank   preferred
              stock from Mr.  Dierberg for $1.5 million.
          b.  On  August  23,  1995,  First  Banks  purchased 116,666,666 shares
              of Bank  common  stock for an additional $3.5 million.
          c.  On October 31, 1995, First Banks purchased a convertible debenture
              of FCB for  $1.5  million,  the  proceeds  of which  were  used to
              increase the capital of the Bank.
          d.  Following  the  completion of a Special  Stockholders'  Meeting on
              December 27,  1995,  the shares of Bank  preferred  stock and Bank
              common stock held by First Banks were exchanged for 400,000 shares
              of  FCB  common  stock.  In  addition,  First  Banks  purchased  a
              convertible  debenture  of FCB for $5.0  million,  the proceeds of
              which,  except for $250,000 retained by First Commercial  Bancorp,
              Inc., were contributed to the capital of the Bank.
          e.  On December 28, 1995, First Banks purchased an additional  120,000
              shares of FCB common stock for $1.5 million, the proceeds of which
              were used to increase the capital of the Bank.

     In addition, on February 16, 1996, after its Amended Registration Statement
was declared effective by the Securities and Exchange Commission,  FCB commenced
an offering of an  aggregate  of 477,520  shares of  newly-issued  common  stock
(Rights  Offering).  The Rights Offering was composed of: (a) an offering to its
existing  shareholders,  other than First Banks, of 400,000 shares at $12.50 per
share;  (b) an offering to  individuals  who were not  shareholders  of FCB of a
maximum of 80,000 of the shares  available in the Rights Offering which were not
otherwise  subscribed;  and (c) an  offering of 77,520  shares in  exchange  for
certain  outstanding  dividend  obligations and accrued interest thereon of FCB.
The  Rights  Offering  was  completed  during  the  second  quarter  of 1996 and
approximately  288,720  shares were issued in exchange for $2.97 million in cash
and $643,000 of outstanding dividend  obligations.  The Rights Offering provided
$3.22 million of capital to FCB, net of  underwriting  expenditures of $373,000.
As a result of the Rights Offering, First Banks' ownership was reduced to 61.46%
prior to the conversion of the debentures,  or 77.24% if the debentures had been
converted as of December 31, 1996.
     The proceeds from these transactions, net of amounts retained by the parent
company for corporate  expenses and certain  offering  expenses  incurred in the
above transactions, were used to increase the capital of the Bank. As more fully
discussed in Note 16 to the accompanying consolidated financial statements, as a
result  of these  transactions,  the  leverage  ratios of FCB and the Bank as of
December 31, 1996 have increased to 4.25% and 8.87%, respectively.  Although FCB
continues  to be  considered  "significantly  undercapitalized"  for  regulatory
purposes, the Bank is currently considered "well capitalized."


<PAGE>


     (4) Investment Securities. As part of the quasi-reorganization discussed in
Note 1, effective December 31, 1996, carrying values of the Company's investment
security  portfolio were adjusted to their current fair value and the balance of
the net fair value adjustment of securities  available for sale,  reflected as a
separate component of stockholders' equity, was eliminated.  As a result of this
procedure, the carrying value was increased by $70,000.
     The  amortized  cost,  unrealized  gains  and  losses  and  fair  value  of
investment securities at December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                              Gross        Gross
                                              Amortized    unrealized   unrealized      Fair
                                                cost          gains       losses        value           Yield
                                                ----          -----       ------        -----           -----
                                                             (dollar expressed  in thousands)
December 31, 1996:
    Available for sale:
<S>                                          <C>             <C>          <C>           <C>             <C>  
      U.S. Treasury securities               $ 23,082           -             -         23,082          5.66%
      U.S. government agencies                 15,147           -             -         15,147          5.53
                                               ------        -----         -----        ------              
                      Total                  $ 38,229           -             -         38,229          5.61
                                               ======        =====         =====        ======          ====

December 31, 1995:
    Available for sale:
      U.S. Treasury securities               $ 10,034           25            (9)       10,050          6.02%
      U.S. government agencies                 53,251           67           (77)       53,241          5.64
                                               ------         ----          ----        ------              
                                               63,285           92           (86)       63,291          5.70
                                               ------         ----          ----        ------              
    Held to maturity:
      U.S. Treasury securities                  7,018           63            -          7,081          6.51
      U.S. government agencies                  3,940           -            (16)        3,924          4.83
                                              -------         ----          ----       -------              
                                               10,958           63           (16)       11,005          5.90
                                               ------         ----          ----        ------              
                      Total                  $ 74,243          155          (102)       74,296          5.73
                                               ======          ===           ===        ======          ====
</TABLE>

     The amortized  cost and fair value of investment  securities by contractual
maturity   at  December   31,  1996  are   summarized   below.   Maturities   of
mortgage-backed   securities  are  classified  in  accordance  with  contractual
repayment schedules. Expected maturities will differ from contractual maturities
because  borrowers  may have the  right to call or  prepay  obligations  with or
without call or prepayment penalties.
<TABLE>
<CAPTION>


                                                                 Available for sale
                                                                 ------------------
                                                        Amortized     Fair
                                                         cost         value      Yield
                                                         ----         -----      -----
                                                         (dollar expressed  in thousands)
Maturing within one year:
<S>                                                  <C>             <C>          <C>  
     U.S. Treasury securities                        $  15,035       15,035       5.27%
     U.S. government agencies                            7,371        7,371       5.13
                                                       -------       ------           
          Total maturing within one year                22,406       22,406       5.23
                                                        ------       ------       ====
   Maturing from one to five years:
   U.S. Treasury securities                              8,047        8,047       6.40
   U.S. government agencies                              7,776        7,776       5.90
                                                       -------       ------           
     Total maturing from one to five years              15,823       15,823       6.12
                                                       -------       ------       ====
               Total                                 $  38,229       38,229
                                                        ======       ======
</TABLE>
<PAGE>

     Proceeds from the sale of a debt security  classified as available for sale
during 1995 were $1.06  million,  respectively,  resulting  in a gain of $3,000.
There were no sales of  securities  for the years  ended  December  31, 1996 and
1994.
     Investment  securities  with a  carrying  value of $3.7  million  and $18.9
million at December 31, 1996 and 1995, respectively, were pledged to secure U.S.
government  and  other  public  deposits  and for  other  purposes  required  or
permitted by law.


<TABLE>
<CAPTION>

(5) Loans and  Allowance for Possible Loan Losses. The changes to the  allowance
for  possible  loan losses or the years ended December 31 were as follows:

                                                             1996             1995          1995
                                                             ----             ----          ----
                                                              (dollars expressed in thousands)

<S>                                                       <C>                 <C>           <C>  
         Balance, January 1                               $   5,388           7,437         7,337
                                                             ------           -----       -------
         Loans charged-off                                   (2,993)         (6,270)      (10,023)
         Recoveries of loans previously charged-off           1,047             363           314
                                                             ------          ------       -------
                      Net loans charged-off                  (1,946)         (5,907)       (9,709)
                                                             ------           -----       ------- 
         Provision charged to operations                      1,155           3,885         9,809
         Reduction in allowance for possible loan
           losses from sale of loans                          --                (27)        --
                                                             ------          ------       -------
         Balance, December 31                              $  4,597           5,388         7,437
                                                             ======           =====       =======
</TABLE>

     Nonaccruing  loans  aggregated  $864,000 and $4.00  million at December 31,
1996 and  1995,  respectively.  At  December  31,  1996 and 1995,  the  recorded
investment  in  loans  considered  impaired  was  $864,000  and  $4.53  million,
respectively,  representing  loans on nonaccrual status and restructured  loans.
The impaired loans had no valuation  reserves at December 31, 1996 and 1995. The
average recorded investment in impaired loans, was $2.9 million and $8.5 million
for the years  ended  December  31, 1996 and 1995,  respectively.  The amount of
interest income  recognized  using a cash basis method of accounting  during the
time these loans were impaired was $315,000 in 1996.  The amount of interest for
1995 and 1994 was not practicable to obtain due to the  discontinuance  of FCB's
former data processing system.

(6)  Lease  Financing.  FCB had an equity  participation  in a  leveraged  lease
agreement.  Under  the  terms of the  agreement,  FCB's  equity  investment  was
approximately  35% of the cost of the leased  equipment.  The  remaining 65% was
provided by a third party through  long-term  debt secured by first liens on the
leased equipment. FCB's net investment in the leveraged lease at December 31 was
as follows:

                                                         1996         1995
                                                         ----         ----
                                                (dollars expressed in thousands)

         Lease rental receivable                       $  --          641
         Estimated residual value                         --          378
         Less unearned and deferred income                --          (28)
                                                        ------       ---- 
         Investment in leverage leases                 $  --          991
                                                        ======        ===

     During 1996,  FCB assigned its interest in the lease to an unrelated  party
and  simultaneously  sold  the  leased  equipment  realizing  a net  gain on the
transaction of $795,000.
<PAGE>

(7)  Bank Premises and Equipment.  Bank premises and equipment were comprised of
the following at December 31:
                                                               1996       1995
                                                               ----       ----
                                                             (dollars expressed
                                                                 in thousands)

    Buildings                                                $ 1,197        616
    Land and land improvements                                   890        894
    Leasehold improvements                                     1,119      1,801
    Furniture, fixtures and equipment                          1,798      4,520
                                                               -----      -----
                                                               5,004      7,831
    Less accumulated depreciation and amortization             3,110      5,584
                                                               -----      -----
                     Bank premises and equipment, net        $ 1,894      2,247
                                                               =====      =====

     Depreciation and amortization expense was $305,000,  $695,000 and  $667,000
for the years ended December 31, 1996, 1995 and 1994, respectively.
     At December 31, 1996, the approximate  future minimum lease rentals payable
under noncancellable operating leases for bank premises were as follows:

                                             (dollars expressed in thousands)

               1997                                    $  406
               1998                                       262
               1999                                       225
               2000                                       225
               2001                                        91
               Thereafter                                  -
                                                        -----
                      Total minimum lease payments     $1,209
                                                                    
     The net rental expense included in occupancy expense for bank  premises was
$462,000,  $965,000 and $871,000 for the years ended December 31, 1996, 1995 and
1994, respectively.


(8)   Income Taxes.  Income tax provision (benefit) for the years ended December
 31 consists of:
<TABLE>
<CAPTION>

                                                           Years ended December 31,
                                                           ------------------------
                                                       1996          1995         1994
                                                       ----          ----         ----
                                                       (dollars expressed in thousands)
      Current income tax expense (benefit):
<S>                                               <C>                 <C>           
         Federal                                  $    (509)          (101)        -
         State                                            2           -            -
                                                    -------         ------       ------
                                                       (507)          (101)        -
                                                    -------         ------       ------
      Deferred income tax expense (benefit):
         Federal                                       (982)         5,386       (4,761)
         State                                          591            695       (1,736)
                                                    -------         ------        ----- 
                                                       (391)         6,081       (6,497)
                                                    -------          -----        ----- 
      Valuation allowance                               366         (6,081)       8,904
                                                    -------          -----       ------
                         Total                    $    (532)          (101)       2,407
                                                    =======         ======       ======
</TABLE>
<PAGE>

      The effective  federal income tax rates differ from amounts which would be
calculated using statutory tax rates as follows:
<TABLE>
<CAPTION>
                                                                       Years ended December 31,
                                                                       ------------------------
                                                          1996                   1995                 1994
                                                          ----                   ----                 ----
                                                              % of                   % of                   % of
                                                             pretax                 pretax                 pretax
                                                   Amount    income      Amount     income     Amount      income
                                                                (dollars expressed in thousands)
         Loss before provision (benefit) for
<S>                                             <C>          <C>          <C>       <C>      <C>            <C>      
             income taxes                       $ (1,103)                 (7,532)            $(15,783)
                                                   =====                   =====               ====== 
         Taxes on loss calculated
             at statutory rates                     (386)    (35.0)%      (2,636)   (35.0)%    (5,366)      (34.0)%
         Effects of differences in tax reporting:
             Change in the deferred tax
                  valuation allowance                366      33.2%       (6,081)   (80.7)      8,904         56.4
             Change in tax attributes available
                  to be carried forward               -       -            8,616    114.4        -             -
             State income taxes                     (385)    (34.9)%        -        -         (1,131)        (7.2)
             Other                                  (127)    (11.6)%        -        -           -              -
                                                  ------     -----        ------   ------     -------         ---- 
                Provision (benefit) for
                  income taxes                   $  (532)    (48.3)%        (101)    (1.3)% $   2,407         15.2%
                                                  ======      ====        ======   ======     =======         ==== 

</TABLE>


<TABLE>
<CAPTION>


     The tax  effects of  temporary  differences  that give rise to  significant
portions of the  deferred  tax assets and  deferred  tax  liabilities  are shown
below.

                                                                                      December 31,
                                                                                      ------------
                                                                                   1996         1995
                                                                                   ----         ----
                                                                            (dollars expressed in thousands)
         Deferred tax assets:
<S>                                                                         <C>                <C>  
             Allowance for possible loan losses                                $  1,734        1,648
             Other real estate                                                      103          654
             AMT tax credit carryforwards                                           448          448
             Depreciation on bank premises and equipment                            144          145
             Interest on nonaccrual loans                                           449          -
             Other                                                                 -              23
             Net operating loss carryforwards (federal and state)                   394          382
                                                                                -------      -------
                      Total gross deferred tax assets                             3,272        3,300
             Less valuation allowance                                            (3,189)      (2,823)
                                                                                --------       -----
                      Gross deferred tax assets, net of valuation allowance          83          477
                                                                                -------      -------
         Deferred tax liabilities:
             Leveraged leases                                                      -             203
             Gains on investment securities currently not
               allowable for tax purposes                                            25         -
             Accretion                                                               34           10
             State taxes                                                           -             264
                                                                                -------      ------- 
                      Total gross deferred tax liabilities                           59          477
                                                                                -------      -------
                      Net deferred tax assets                                 $     24            -

                                                                                ========     =======
</TABLE>
<PAGE>

      Changes to the deferred tax assets valuation allowance are as follows:

                                                       Years ended December 31,
                                                       ------------------------
                                                           1996      1995
                                                           ----      ----
                                                         (dollars expressed
                                                             in thousands)

          Balance, beginning of year                  $   2,823      8,904
          Current year deferred provision, change
               in deferred tax valuation allowance          366     (6,081)
                                                       --------      ----- 
          Balance, end of year                        $    3,189     2,823
                                                         =======     =====

     Due to the uncertainty of future  operating  results it was determined that
the valuation allowance  established for FCB should substantially offset any net
deferred  tax  asset.  Subsequently  recognized  tax  benefits  relating  to the
valuation  allowance  for  deferred  tax assets as of December  31, 1996 will be
credited directly to capital surplus under the terms of the quasi-reorganization
described in Note 1 and the provisions of SFAS 109.
     With the completion of the 1995  acquisitions  of FCB and the Bank by First
Banks, the federal and state net operating loss  carryforwards  (NOLs) generated
prior to the two transactions are subject to an annual limitation under Internal
Revenue Code and  California  Revenue and Taxation Code for all  subsequent  tax
years.  The federal  and state  annual  limitation  is  $87,739.  The  following
schedules reflect the NOLs that will be available,  after consideration of these
limitations,   to  offset  future  taxable  income.  If  taxable  income  for  a
post-transaction year does not equal or exceed the annual limitation, the unused
limitation  is  carried  forward  to  increase  the  limitation  amount  for the
succeeding years until the excess  limitation is utilized.  This does not affect
the original  expiration  dates of the NOLs.  Also acquired in the  acquisitions
were alternative  minimum tax credits of $448,000 which have no expiration date.
These  credits  are also  subject to an annual  limitation  and can be  utilized
subsequent to the utilization of the NOLs.

<PAGE>



      For  federal  income  tax  purposes,  FCB had NOLs of  approximately  $1.1
million at December 31, 1996. The NOLs expire as follows:

                                             (dollars expressed in thousands)
            Year ending December 31:
                       2008                          $   363
                       2009                              747
                                                       -----
                                                     $ 1,110
                                                       =====

      For California income tax purposes, FCB had NOLs of approximately $194,000
at December 31, 1996. The NOLs expire as follows:

                                            (dollars expressed in thousands)
           Year ending December 31:
               1997                                  $   88
               1998                                      77
               1999                                      29
                                                       ----
                                                     $  194
                                                       ====

 (9) 12%  Convertible  Debentures.  Pursuant  to the  Stock  Purchase  Agreement
discussed in Note 2 to the accompanying  consolidated financial statements,  FCB
issued to First Banks two 5-year,  12% convertible  debentures in exchange for a
total of $6.5 million. The principal and any accrued but unpaid interest thereon
is convertible at any time prior to maturity, at the option of First Banks, into
FCB common stock at $12.50 per share.  At  maturity,  any unpaid  principal  and
accrued  interest  will be converted  into FCB common stock at $12.50 per share.
The initial debenture of $1.5 million was issued on October 31, 1995 and matures
on October 31, 2000.  The second  debenture  was issued on December 28, 1995 and
matures  on  December  28,  2000.  Cash may be paid with  respect  to either the
principal  or interest on the  debentures  only when,  in the sole and  absolute
discretion  of the Board of  Directors  of FCB,  it is  determined  that FCB has
sufficient  funds  to make  such  payment  in  accordance  with  all  applicable
regulatory requirements. The debentures are secured by all of the shares of Bank
common stock held by FCB.
      Accrued and unpaid  interest on the debentures was $831,000 and $37,667 at
December 31, 1996 and 1995,  respectively.  At December 31, 1996,  the principal
and  accrued  interest  on the  debentures  could  have been  converted  into an
aggregate of 586,000 shares of FCB common stock.

(10)   Commitments and Contingent Liabilities
      Off-Balance  Sheet  Financial  Instruments.  In  the  ordinary  course  of
business,  FCB enters into various types of transactions which involve financial
instruments with  off-balance-sheet  risk. These instruments include commitments
to extend credit and letters of credit and are not reflected in the accompanying
consolidated balance sheets. These financial  transactions carry various degrees
of credit risk.  Credit risk is defined as the possibility that a loss may occur
from the  failure of  another  party to  perform  according  to the terms of the
contract.
      FCB's loans,  and related  credit  risks,  are primarily  concentrated  in
Northern  California.  The cities and surrounding  metropolitan  areas where the
majority  of  FCB's  loan  customers  reside  are  Sacramento,   Roseville,  San
Francisco,  Concord,  and Campbell,  California.  Economic  fluctuations  in the
California regions of the Sacramento Valley and San Francisco Bay Area have had,
and will continue to have, a direct impact on the credit risk of the Company.
     Commitments to extend credit are legally binding loan commitments,  subject
to certain  conditions,  with set expiration dates. FCB typically receives a fee
for providing a commitment. FCB evaluates each customer's  creditworthiness on a
case-by-case  basis. The amount of collateral  obtained,  if deemed necessary by
FCB  upon  the  extension  of  credit,  is  based  on  management's  evaluation.
Collateral held varies, but may include cash,  marketable  securities,  accounts
receivable, inventory, equipment and real estate property.
     Standby  letters of credit are provided to  customers  to  guarantee  their
performance,  generally  in the  production  of  goods  and  services  or  under
contractual  commitments in the financial markets.  Commercial letters of credit
are issued to customers  to  facilitate  trade  transactions.  They  represent a
substitution of FCB's credit for the customer's credit.

<PAGE>

     The contractual amounts of commitments to extend credit and standby letters
of credit represent the amount of credit risk. Since many of the commitments and
letters  of credit  are  expected  to expire  without  being  fully  drawn,  the
contractual amounts do not necessarily represent future cash requirements.
     The following is a summary of financial instruments with  off-balance-sheet
risk at December 31, 1996 and 1995:
                                                       1996       1995
                                                       ----       ----
                                               (dollars expressed in thousands)

              Commitments to extend credit          $  42,425     22,578
              Standby letters of credit                    49      2,078
                                                   ==========    =======

     Litigation.  FCB is  involved  in  various  routine  legal  actions as both
plaintiff and defendant.  In the opinion of  management,  based upon the present
status of litigation and the advice of legal counsel, the ultimate resolution of
any of these  matters will not have a material  adverse  impact on the financial
position of FCB.

(11) Dividends.  The stockholders of FCB will be entitled to receive  dividends,
when and as declared by the Board of Directors,  out of funds legally available,
subject to the  dividends  preference,  if any, on preferred  shares that may be
outstanding  and  also  subject  to the  restrictions  of the  Delaware  General
Corporation Law. At December 31, 1996 and 1995, there were no outstanding shares
of preferred stock.
     On December 31,  1991,  the Board of Directors of FCB declared a $40.00 per
share cash  dividend  on its common  stock.  This  dividend  was payable in four
installments  during  1992.  On July 9, 1992,  the Company  made the decision to
suspend  payment of the third and fourth quarter  dividends which totaled $20.00
per share. FCB will continue to accrue interest on these suspended  dividends at
the current legal rate until such time as the dividends are paid to stockholders
of record as of June 15, 1992 and  September  14, 1992.  As of December 31, 1996
and 1995,  the  aggregate  accrued  dividends  and accrued  but unpaid  interest
thereon was $351,000 and $969,000,  respectively.  In connection with its Rights
Offering to shareholders,  as described in Note 2, FCB exchanged common stock to
certain of those  individuals  eligible  to receive  the accrued and unpaid 1992
dividends.  FCB  exchanged  one share of FCB  common  stock  for each  $12.50 of
dividends and accrued  interest in satisfaction of $643,000 of that  obligation.
The  payment  of the  remaining  accrued  dividends  is  subject  to  regulatory
approval.
     Dividends by the Bank to FCB are  restricted  under  California  law to the
lesser of the Bank's  retained  earnings or the Bank's net income for the latest
three fiscal years, less dividends  previously  declared during that period, or,
with the approval of the California  Superintendent  of Banks, to the greater of
the  retained  earnings  of the  Bank,  the net  income of the Bank for its last
fiscal  year or the net  income  of the Bank for its  current  fiscal  year.  In
addition,   the  Federal  Reserve  Board  and  the  Federal  Deposit   Insurance
Corporation (FDIC) have indicated that it would generally be considered to be an
unsafe and unsound  banking  practice for banks to pay  dividends  except out of
current operating  earnings.  As a result of the capital contributed to the Bank
following the recapitalization  described in Note 2 and the quasi-reorganization
described in Note 1, the Bank may be allowed to pay dividends in the future from
any earnings accumulated after January 1, 1997, subject to applicable regulatory
limitations. During 1996, 1995 and 1994, the Bank paid no dividends to FCB.

(12) Employee Benefit Plans. FCB's  profit-sharing  plan is a  self-administered
savings and incentive plan, which qualifies under Section 401(k) of the Internal
Revenue Code,  covering  substantially all employees.  Under the plan,  employer
matching  contributions are determined annually by FCB's Board of Directors.  An
employee's interest in such contributions vest on a 5-year schedule according to
years of  service  rendered.  Employee  contributions  are  limited to 15% of an
employee's  compensation,  not to exceed $9,500 for 1996, and vest  immediately.
The employer  matching  contributions  were  suspended for 1995.  Total employer
contributions  under the plan were  $17,000  and  $105,000  for the years  ended
December 31, 1996 and 1994,  respectively.  There were no employer contributions
for 1995.
     Postretirement benefits other than pensions and postemployment benefits are
generally not provided for FCB's employees.
<PAGE>

(13) Fair Value of Financial Instruments.  Fair values for financial instruments
are  management's  estimate  of the  values  at which the  instruments  could be
exchanged  in  a  transaction  between  willing  parties.  These  estimates  are
subjective  and may vary  significantly  from  amounts that would be realized in
actual  transactions.  In addition,  other significant assets are not considered
financial assets including, deferred tax assets and bank premises and equipment.
Further,  the tax  ramifications  related to the  realization  of the unrealized
gains and losses can have a significant  effect on the fair value  estimates and
have not been considered in any of the estimates.
     The estimated fair value of FCB's financial  instruments at December 31 was
as follows:
<TABLE>
<CAPTION>

                                                          December 31, 1996               December 31, 1995
                                                          -----------------               -----------------
                                                      Carrying        Estimated       Carrying       Estimated
                                                       amount        fair value        amount       fair value
                                                       ------        ----------        ------       ----------
                                                                         (dollars expressed in thousands)
          Assets:
<S>                                                <C>                 <C>              <C>            <C>   
             Cash and cash equivalents             $    20,910         20,910           18,768         18,768
             Investment securities                      38,229         38,229           74,249         74,296
             Loans, net                                 89,900         89,900           68,627         68,681
             Lease financing, net                         -              -                 991            991
             Accrued interest receivable                 1,197          1,197            1,429          1,429
          Liabilities:
             Demand and savings deposits                71,024         71,024           83,870         83,870
             Time deposits                              65,112         65,112           72,294         72,371
             12% convertible debentures                  6,500          6,500            6,500          6,500
             Accrued interest payable                    1,098          1,098              487            487
          Off balance sheet -
             unfunded loan commitments                    -             -                 -             -
</TABLE>

     The following methods and assumptions  were  used  in  estimating  the fair
value of financial instruments:
Financial Assets:
     Cash and cash equivalents, lease financing and accrued interest receivable:
The carrying value reported in the consolidated balance sheets approximates fair
value.
     Investment  securities:  Fair value for investment securities is based upon
quoted market prices. If quoted market prices are not available, fair values are
based upon quoted market prices of comparable instruments.
     Net loans:  The fair value for most loans held for  investment is estimated
utilizing  discounted cash flow calculations that apply interest rates currently
being offered for similar  loans to borrowers  with similar risk  profiles.  The
carrying  values for loans are net of the allowance for possible loan losses and
unearned discount. Financial Liabilities:
     Deposits: The fair value disclosed for deposits generally payable on demand
(i.e.,  non-interest-bearing  and  interest-bearing  demand,  savings  and money
market  accounts) is considered  equal to their  respective  carrying amounts as
reported in the consolidated balance sheets. The fair value disclosed for demand
deposits  does not include the benefit that  results  from the low-cost  funding
provided by deposit  liabilities  compared to the cost of borrowing funds in the
market. Fair values for certificates of deposit are estimated using a discounted
cash flow  calculation  that applies  interest rates  currently being offered on
similar  certificates  to a schedule of  aggregated  monthly  maturities of time
deposits.
     Convertible  debentures and accrued  interest  payable:  The carrying value
reported in the consolidated balance sheets approximates fair value.
Off-Balance Sheet:
     Credit  commitments:  The majority of the  commitments to extend credit and
commercial  and standby  letters of credit contain  variable  interest rates and
credit deterioration clauses and, therefore,  the carrying value of these credit
commitments approximates fair value.

(14) Regulatory  Agreements.  FCB reported losses of $3.5 million, $7.3 million,
$18.2 million and $7.4 million for the years ended December 31, 1992, 1993, 1994
and 1995,  respectively.  As a result of these substantial  losses,  FCB and the

<PAGE>

Bank were previously  operating under the terms of a Memorandum of Understanding
(MOU) and under certain regulatory orders (Orders),  respectively,  which placed
significant  restrictions  on their  operations,  including  restrictions on the
payment of  dividends,  requirements  for the  attainment  of specified  capital
levels and reductions of classified assets. As a result of the  recapitalization
discussed in Note 2, combined with numerous  other actions which have been taken
by the Company, the MOU and Orders were terminated and, accordingly, FCB and the
Bank no longer operate under the related restrictions.

(15)  Transactions  with First Banks. In October 1995, the Board of Directors of
the Bank approved a management  services  agreement  with First Banks and a cost
sharing agreement with First Bank & Trust,  Irvine,  California,  a wholly owned
subsidiary of First Banks.  The management fee agreement  provides that the Bank
will  compensate  First Banks on an hourly  basis for its use of  personnel  for
various  functions  including  internal  auditing,   loan  review,   income  tax
preparation and assistance,  accounting and other management and  administrative
services. Hourly rates for such services compare favorably with those of similar
services  from  unrelated  sources,  as well as the  internal  costs of the Bank
personnel which were used  previously.  The aggregate cost for such services are
more economical than those previously incurred separately by the Bank.
     Because  of  this  affiliation  through  First  Banks  and  the  geographic
proximity of certain of these banking  offices,  the Bank and First Bank & Trust
share the cost of  certain  personnel  and  services  used by both  banks.  This
includes the salaries and benefits of certain loan and administrative personnel.
The  banks  have  entered  into a cost  sharing  agreement  for the  purpose  of
allocating   these  expenses  between  them.   Expenses   associated  with  loan
origination  personnel are allocated  based on the relative loan volume  between
the banks.  Costs of most other  personnel  are  allocated  on an hourly  basis.
Because this involves  distributing  essentially fixed costs over a larger asset
base,  it allows each bank to receive the benefit of personnel and services at a
reduced cost.
     The Bank also  entered into a data  processing  agreement  with  FirstServ,
Inc.,  a wholly owned data  processing  subsidiary  of First  Banks.  Under this
agreement,  FirstServ,  Inc. began providing data processing and item processing
to the Bank in December 1995. The fees for such services are substantially  less
than the Bank had  incurred in  connection  with its  previous  data  processing
operation.
     The  management  services  agreement,   cost  sharing  agreement  and  data
processing  agreement  are  subject  to the review  and  approval  of the Bank's
regulatory  authorities.  Fees paid by the Bank under these  agreements  totaled
$1.4  million  and  $99,000  for the years  ended  December  31,  1996 and 1995,
respectively.
     In connection with the recapitalization of FCB, and as more fully discussed
in Notes 2 and 9 to the accompanying  consolidated  financial statements,  First
Banks purchased  convertible  debentures of FCB of $1.5 million and $5.0 million
on October 31, 1995 and December 28, 1995,  respectively.  The related  interest
expense  for these  debentures  was  $793,000  and  $37,667  for the years ended
December 31, 1996 and 1995, respectively.
     The  Bank  has  $17.9  million  in  whole  loans  and  loan  participations
outstanding at December 31, 1996 that were purchased from banks  affiliated with
First Banks. In addition,  the Bank has sold $2.0 million in loan participations
to  affiliates  at  December  31,  1996.  There  were  no  whole  loans  or loan
participations   outstanding  at  December  31,  1995.   These  loans  and  loan
participations were acquired at interest rates and terms prevailing at the dates
of their purchase and under standards and policies followed by the Bank.


(16) Capital.  The Bank is subject to various  regulatory  capital  requirements
administered by the federal and state banking agencies.  Failure to meet minimum
capital  requirements can initiate certain  mandatory--and  possibly  additional
discretionary--actions  by regulators  that, if undertaken,  could have a direct
material  effect on the Bank's  financial  statements.  Under  capital  adequacy
guidelines and the regulatory  framework for Prompt Corrective  Action, the Bank
must meet specific capital guidelines that involve  quantitative  measure of the
Bank's assets,  liabilities,  and certain  off-balance-sheet items as calculated
under  regulatory   accounting   practices.   The  Bank's  capital  amounts  and
classification are also subject to qualitative judgments by the regulators about
components, risk weighting, and other factors.
     Quantitative measures established by regulations to ensure capital adequacy
require the Bank to maintain  certain  minimum  ratios.  The Bank is required to
maintain a minimum  risk-based  capital to  risk-weighted  assets ratio of 8.0%,
with at least 4.0% being "Tier 1" capital (as  defined in the  regulations).  In
addition, a minimum leverage ratio (Tier 1 capital to total assets) of 3.0% plus
an  additional  cushion of 100 to 200 basis points is  expected.  In order to be
well capitalized under Prompt Corrective Action provisions, the Bank is required
to maintain a total  capital to risk  weighted  assets  ratio of at least 10%, a
Tier 1 to risk weighted  assets ratio of at least 6%, and a leverage ratio of at

<PAGE>

least 5%. As of November 12, 1996, the date of the most recent notification from
the Bank's primary regulator, the Bank was categorized as adequately capitalized
due to the existence of certain regulatory agreements.  As discussed in Note 14,
the regulatory agreements were terminated.  Accordingly, management believes, as
of December 31, 1996, the Bank is well-capitalized as defined by the FDIC Act.
     At December 31, 1996 and 1995,  FCB's and the Bank's capital ratios were as
follows:

                              Risk-Based Capital Ratios
                          Total              Tier 1            Leverage Ratio
                   ----------------    -------------------   -----------------
                   1996       1995      1996       1995       1996        1995
                   ----       ----      ----       ----       ----        ----

      FCB          6.95%      4.99%     5.66%      3.68%      4.25%       2.14%
      Bank        13.13      12.66     11.84      11.35       8.87        6.58
                 ======      =====     =====      =====       ====        ====

     FCB has common stock options  outstanding  to acquire 552 and 762 shares of
common stock at December  31, 1996 and 1995,  respectively.  The options  prices
range form  $531.25 to  $1,390.00  per share.  The market  price of FCB's common
stock at December 31, 1996 was $10.50 per share.

(17)   Parent Company Only Financial Statements
<TABLE>
<CAPTION>

                                     Condensed Balance Sheets
                                     ------------------------
                                                                       1996         1995
                                                                       ----         ----
                                                                (dollars expressed in thousands)
       Assets:
<S>                                                                <C>             <C>
         Cash                                                      $     363           200
         Investment in First Commercial Bank                          13,144        10,987
         Other assets                                                    524           413
                                                                     -------       -------
            Total assets                                           $  14,031        11,600
                                                                     =======        ======

       Liabilities and stockholders' equity:
         Dividends payable                                         $     251           748
         12% convertible debentures                                    6,500         6,500
         Accrued expenses and other liabilities                          950           773
                                                                   ---------      --------
            Total liabilities                                          7,701         8,021
         Stockholders' equity                                          6,330         3,579
                                                                    --------       -------
            Total liabilities and stockholders' equity             $  14,031        11,600
                                                                     =======        ======
</TABLE>

<TABLE>
<CAPTION>

<PAGE>

                                       Condensed Statements of Operations

                                                                     Year ended December 31,
                                                                     -----------------------
                                                              1996            1995         1994
                                                              ----            ----         ----
                                                                (dollars expressed in thousands)
              Income:
<S>                                                        <C>             <C>          <C>
                  Interest income                          $       8              1            95
                  Other income                                    -           -                -
                                                              ------         ------        ------
                    Total income                                   8              1            95
                                                              ------        -------       -------
              Expense:
                  Management fee                                  -           -                56
                  Other                                        1,059            716         1,182
                                                              ------        -------       -------
                    Total expense                              1,059            716         1,238
                                                              ------        -------       -------
                    Loss before income tax expense
                         (benefit) and equity in
                          undistributed income (loss)
                          of subsidiary                       (1,051)          (715)       (1,143)
              Income tax expense (benefit)                      (366)             4            (9)
                                                              ------        -------       ------- 
                    Loss before equity in undistributed
                         income (loss) of subsidiary            (685)          (719)       (1,134)
              Equity in undistributed income (loss)
                     of subsidiary                               115         (6,712)      (17,056)
                                                              ------         ------        ------ 
                         Net loss                          $    (570)        (7,431)      (18,190)
                                                              ======         ======       ======= 
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                       Condensed Statements of Cash Flows

                                                                     Year ended December 31,
                                                                     -----------------------
                                                               1996           1995          1994
                                                               ----           ----          ----
                                                                (dollars expressed in thousands)
           Cash flows from operating activities:
<S>                                                        <C>               <C>          <C>     
              Net loss                                     $    (570)        (7,431)      (18,190)
              Adjustments to reconcile net loss
                to net cash (used in) provided
                by operating activities:
                    Depreciation and amortization                 -            -            1,047
                    Equity in undistributed (income)
                      loss of subsidiary                        (115)         6,712        17,056
                    (Increase) decrease in other assets         (111)           (46)          308
                    Other, net                                   (36)           351            33
                                                             -------        -------       -------
                          Net cash (used in) provided
                             by operating activities            (832)          (414)          254
                                                             -------         ------       -------

           Cash flows from investing activities -
              contributions to subsidiary                     (1,938)        (7,325)       (1,404)
                                                             -------         ------        ------ 

           Cash flows from financing activities:
              Proceeds from issuance of common stock           3,217          1,500          -
              Proceeds from issuance of debentures                -           6,133          -
              (Decrease) increase from advances
                 from subsidiary                                (284)           284          -
                                                             -------         ------        ------
                          Net cash provided by 
                             financing activities              2,933          7,917          -
                                                             -------         ------        ------

                          Net increase (decrease) in
                             cash and cash equivalents           163            178        (1,150)

           Cash and cash equivalents at beginning of year        200             22         1,172
                                                             -------         ------        ------

           Cash and cash equivalents at end of year         $    363            200            22
                                                             =======         ======        ======

           Noncash financing activities - exchange
              of Company common stock for Bank
              common stock (see Note 2)                     $    -            6,500          -
                                                             =======         ======        ======
</TABLE>


<PAGE>


     Form 10-K

     FCB's Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission, is available without charge to any stockholder upon written request.
Requests should be directed to the following address:

           First Commercial Bancorp, Inc.
           865 Howe Avenue
           Sacramento, California  95825

     Common Stock

       The common stock of FCB was traded on the NASDAQ  National  Market System
under the symbol of "FCOB"  until July 1, 1995.  FCB's Common stock is currently
listed  on  the  NASDAQ  Small  Cap  Market.At   March  18,  1997,   there  were
approximately 1,186 holders of record of the common stock.

     Common stock price range (1):
<TABLE>
<CAPTION>

                                             1996                               1995
                                    ----------------------             -------------
                                    High             Low               High             Low

<S>                                <C>            <C>                <C>              <C> 
           First quarter           $50-25/32      15-5/8             167-3/32         113-9/32
           Second quarter           39-1/16       11-23/32           156-1/4          125
           Third quarter            27-11/32      15-5/8             171-7/8           31-1/4
           Fourth quarter           19-17/32      10-1/2              93-3/4            7-13/16
</TABLE>
     ----------------
     (1)  All amounts reflect a one for 125 share reverse stock split, effective
          in December 1996.

     Common Stock Transfer Agent and Registrar

           First National Bank of Boston
           435 Tasso, Suite 250
           Palo Alto, CA  94301
           Telephone:  (415) 853-0404

     Information

     For information concerning First Commercial Bancorp, Inc., contact:

           James E. Culleton
           Corporate Secretary
           865 Howe Avenue
           Sacramento, California 95825
           Telephone:  (916) 641-3288


<PAGE>









                                     Board of Directors
                                of the Company and the Bank


     Donald W. Williams    Chairman of the Board, President and Chief  Executive
                           Officer 
     Allen H. Blake        Executive Vice  President and Chief Financial Officer
                           - First Banks, Inc.

     James E. Culleton     Secretary of the Company and President and Secretary 
                           of the Bank
    
     Fred L. Harris        Attorney-At-Law






                 Executive Management and Senior Officers of the
                              Company and the Bank

     Donald W. Williams     Chairman of the Board, President and Chief Executive
                            Officer of the Company and Chairman of the Board and
                            Chief Executive Officer of the Bank

     James E. Culleton      President and Secretary of the Bank and Secretary
                            of the Company

     Terrance M. McCarthy   Executive Vice President and Chief Credit Officer
                            of the Bank

     Kathryn L. Perrine     Vice President and Chief Financial Officer of the
                            Company and the Bank

     Ralph J. Sabin         Senior Vice President and Senior Lending  Officer
                            of the Bank

     Gary M. Sanders        Senior Vice President and Senior Lending  Office
                            of the Bank






<PAGE>



                                                                   Exhibit 23.1

                    Consent of Independent Public Accountants





As independent public accountants, we hereby consent to the incorporation of our
report  included  in  this  Form  10-K,  into  the  company's  previously  filed
Registration Statements file No. 33-18459 and No. 33-35131



                                                /s/Arthur Andersen LLP
                                                ----------------------

San Francisco, California
March 26, 1997