EXHIBIT 10(d)


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                          FIRST COMMERCIAL BANK, N.A.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                     FOR
                           JOHN I. FLEISCHAUER, JR.
























                         This Instrument Prepared By:

                             Joseph B. Hurst, Jr.

                           Friday, Eldredge & Clark

                        2000 First Commercial Building

                            400 West Capitol Avenue

                      Little Rock, Arkansas 72201 3493

                                (501) 370 1590


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                              TABLE OF CONTENTS

PREAMBLE

ARTICLE I   DEFINITIONS

1.01 Code
1.02 Effective Date
1.03 Employee
1.04 Employer
1.05 ERISA
1.06 Normal Retirement Date
1.07 Plan
1.08 Plan Administrator
1.09 Retirement Committee
1.10 Retirement Plan
1.11 Year of Credited Service


ARTICLE II   RETIREMENT BENEFIT

2.01 Retirement Date
2.02 Retirement Benefit
2.03 Termination Prior to Normal Retirement Date
2.04 Commencement of the Retirement Benefit
2.05 Form of the Retirement Benefit
2.06 Actuarial Adjustment of the Retirement Benefit


ARTICLE III   ADMINISTRATION

3.01 Fiduciaries
3.02 Powers and Responsibilities of the Employer
3.03 Plan Administrator
3.04 Powers and Responsibilities of the Plan Administrator
3.05 Decisions of the Plan Administrator
3.06 Records and Statements
3.07 Payment of Expenses
3.08 Claims Procedure
3.09 Claims Review Procedure
3.10 Unclaimed Benefits
3.11 Indemnification


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ARTICLE IV   FUNDING AND RELATED MATTERS

4.01 Compliance With Applicable Law
4.02 General Unsecured Contractual Obligation


ARTICLE V   AMENDMENT

5.01 Amendment


ARTICLE Vl   MISCELLANEOUS

6.01 Limitation of Rights; Employment Relationship
6.02 Limitation on Assignment
6.03 Representations
6.04 Other Retirement Plans
6.05 Reporting Requirements
6.06 Binding
6.07 Severability
6.08 Governing Law
6.09 Arbitration
6.10 Entire Agreement


EXECUTION PAGE
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                          FIRST COMMERCIAL BANK, N.A.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                     FOR
                           JOHN I. FLEISCHAUER, JR.

    THIS PLAN agreement is entered into this 25th day of February, 1997, by 
and between FIRST COMMERCIAL BANK, N.A., Little Rock, Arkansas, ("Employer") 
and JOHN I. FLEISCHAUER, JR. ("Employee").

    W I T N E S S E T H:

    WHEREAS, Employee is employed by the Employer as Chief Executive Officer; 
and

    WHEREAS, the Employer values the Employees services highly and desires to 
retain his services until his retirement date; and

    WHEREAS, the Employee wishes to remain in the employ of the Employer and 
further wishes to enter into an agreement providing for supplemental non 
qualified retirement and death benefits to be received in accordance with the 
provisions and conditions of this plan as set forth hereinafter;

    NOW, THEREFORE, in consideration of the premises and of the covenants 
herein set forth, and for good and valuable consideration, receipt of which is 
hereby acknowledged, the parties hereto agree as follows:


                                  ARTICLE I

                                 DEFINITIONS

    The following terms when used herein shall have the following meaning, 
unless a different meaning is clearly required by the context.

    1.01 "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

    1.02 "Effective Date" shall mean June 1, 1994.

    1.03 "Employee" shall mean JOHN I. FLEISCHAUER, JR.

    1.04 "Employer" shall mean FIRST COMMERCIAL BANK, N.A. and its successors
         and assigns.
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    1.05 "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended from time to time.

    1.06 "Normal Retirement Date" shall mean the date defined in the
         Retirement Plan as the Employee's Normal Retirement Date.

    1.07 "Plan" shall mean this FIRST COMMERCIAL CORPORATION SUPPLEMENTAL
          EXECUTIVE RETIREMENT PLAN FOR JOHN I. FLEISCHAUER, JR. agreement.

    1.08 "Plan Administrator" shall mean the Employer.

    1.09 "Retirement Committee" shall mean the Retirement Committee to the
         Retirement Plan.

    1.10 "Retirement Plan" shall mean the First Commercial Corporation
         Retirement Plan or any successor thereto which is a defined benefit
         pension plan adopted by the Employer and qualified within the meaning
         of Code Section 401 or its successor.

    1.11 "Year of Credited Service" shall mean a Year of Credited Service as
         defined in the Retirement Plan.


                                  ARTICLE II

                              RETIREMENT BENEFIT


    2.01 Retirement Date. The Employee may retire, or may be retired, on or
         after the Normal Retirement Date.

    2.02 Retirement Benefit. The Retirement Benefit payable pursuant to this
         Plan on or after the Normal Retirement Date shall be an amount
         determined as follows by subtracting the amount determined in (b)
         below from the amount determined in (a) below:

        (a) the monthly benefit due the Employee on or after Normal Retirement
            Date pursuant to the terms of the Retirement Plan, except such
            amount shall be computed as if the Employee had credited to him 
            twenty five (25) Years of Credited Service.

        (b) the monthly benefit actually provided from the Retirement Plan.
<PAGE>

    2.03 Termination Prior to Normal Retirement Date. No benefits shall be
         provided under this Plan if the Employee terminates employment with
         the Employer prior to Normal Retirement Date for any reason.

    2.04 Commencement of the Retirement Benefit. The Retirement Benefit shall
         commence at the same time as the benefit paid pursuant to the
         Retirement Plan.

    2.05 Form of the Retirement Benefit. The Retirement Committee shall choose
         the form of payment of the Retirement Benefit from the forms of
         payment available to the Employee pursuant to the Retirement Plan or
         in the form of a single lump sum payment.

    2.06 Actuarial Adjustment of the Retirement Benefit. The actuarial
         adjustments which apply pursuant to the Retirement Plan for early
         commencement and for optional forms of benefits shall apply to
         determine the amount of the Retirement Benefit.


                                 ARTICLE III

                               ADMINISTRATION

    3.01 Fiduciaries.

        (a) Any fiduciary shall have only those powers, duties,
            responsibilities, and obligations which are specifically allocated
            to them under the Plan. Notwithstanding the foregoing, any person
            may serve in more than one fiduciary capacity.

        (b) Each fiduciary warrants that any directions given, information
            furnished, or action taken by it shall be in accordance with the
            provisions of the Plan authorizing or providing for such 
            direction, information or action. Furthermore, each fiduciary may
            rely upon any such direction, information or action of any other
            named fiduciary as being proper under the Plan, and is not
            required to inquire into the propriety of any such direction,
            information or action.

    3.02 Powers and Responsibilities of the Employer.

        (a) The Employer shall supply such information as may be requested by
            the Plan Administrator including information with respect to
            compensation, service, age, retirement, death, disability or
            termination of employment of the Employee.
<PAGE>

        (b) The Employer shall file or cause to be filed with the appropriate
            government agency (or agencies) any required reports, summary plan
            description, and any other pertinent documents.

    3.03 Plan Administrator.  The "named fiduciary" (as defined in Section
         402 of ERISA) of the Plan is the Employer which is also designated
         under Section 1.09 as the Plan Administrator.

    3.04 Powers and Responsibilities of the Plan Administrator. The Plan
         Administrator shall carry out the daily management of the Plan in
         accordance with its terms and shall have the power to determine all
         questions arising in connection with the administration,
         interpretation, and application of the Plan. Any such determination
         by the Plan Administrator shall be conclusive and binding upon all
         persons. The Plan Administrator may correct any defect, supply any
         information, or reconcile any inconsistency in such manner and to
         such extent as shall be deemed necessary or advisable to carry out
         the purpose of this Plan. The Plan Administrator shall have such
         powers and duties, unless otherwise provided herein, as may be
         necessary to discharge its duties hereunder, including, but not
         limited to, the power and duty:

        (a) to construe and interpret the Plan, decide all questions of
            eligibility for payment of any benefits hereunder;

        (b) to adopt such rules, such procedures and forms as it deems
            appropriate;

        (c) to make a determination as to the right of any person to a benefit
            and to afford any person dissatisfied with such determination the
            right to a hearing thereon;

        (d) to receive from the Employer and from the Employee such
            information as shall be necessary for the proper administration of
            the Plan;

        (e) to delegate to one or more agents or employees of the Employer the
            right to act in its behalf in all matters connected with the
            administration of the Plan and to delegate ministerial matters to
            its agents or employees of the Employer;

        (f) to furnish the Employee a summary explaining the Plan unless
            exempted under ERISA;

        (g) to furnish the Employee a statement indicating the Employee's
            accrued benefit under the Plan;
<PAGE>

        (h) to maintain all records necessary for verification of information
            required to be filed with any governmental agency;

        (i) to retain such agents, and employees, including legal counsel
            (which may be counsel for the Employer), as it deems appropriate
            for the discharge of its duties hereunder.

    3.05 Decisions of the Plan Administrator. The decisions of the Plan
         Administrator shall be conclusive and binding upon the Employee and
         any beneficiary of the Employee. All decisions of the Plan
         Administrator which involve the exercise of discretion shall be made
         upon the basis of uniform principles established in this Plan and by
         the Plan Administrator.

    3.06 Records and Statements. The Plan Administrator shall keep such
         records as may be required by law, the Plan or as it otherwise deems
         appropriate for the administration of the Plan. Such records shall be
         subject to the inspection by the Employer, the Employee, the
         Employee's surviving spouse and any other beneficiary of the
         Employee, but only to the extent that they apply to him or her.

    3.07 Payment of Expenses. All expenses incident to the administration of
         the Plan, including but not limited to, legal, accounting and
         actuarial fees, shall be paid by the Employer.

    3.08 Claims Procedure. The Plan Administrator shall make all
         determinations as to the right of any person to any benefit under the
         Plan. The Employee and any beneficiary of the Employee or their
         authorized representative may file a request for benefits under the
         Plan or interpretation of the Plan. Such request shall be deemed
         filed when made in writing addressed or hand delivered to the Plan
         Administrator in care of the Employer. Such request shall be on such
         form and pursuant to such rules as are adopted by the Plan
         Administrator and shall set forth the basis of such claim. Upon
         receipt of such claim, the Plan Administrator shall conduct such
         examinations as may be necessary to determine the validity of the
         claims and, if appropriate, shall take such steps as may be necessary
         to facilitate the payment to which the claimant is entitled.

    3.09 Claims Review Procedure. If any claim is denied, the Plan
         Administrator shall notify the claimant in writing. The notice of the
         denial of the claim shall state the specific reason for such denial
         and cite any applicable provisions of the Plan upon which the denial
         is based. If the claim can be corrected, a request for such
         information shall be made and the reason for requesting such
         additional information shall be stated in the notice to the claimant.
         The claimant shall be entitled to appeal the decision to the Plan
         Administrator for a period of sixty (60) days after receipt of the
         notification of denial. The claimant shall be advised that the
         failure to perfect and appeal within such sixty (60) day period shall
         make the Plan Administrator's decision conclusive. The Plan
         Administrator shall furnish the claimant or his personal
         representative any Plan information needed to perfect his appeal.
<PAGE>

    3.10 Unclaimed Benefits. The Employee and any beneficiary of the Employee
         shall file with the Plan Administrator from time to time in writing,
         their home address and each change of home address. Any communication
         addressed to the Employee or any beneficiary of the Employee at their
         last home address filed with the Plan Administrator, or if no such
         address was filed, then at his last home address as shown on the
         Employer's records, shall be binding on the Employee and any
         beneficiary of the Employee for all purposes of the Plan. The Plan
         Administrator shall not be obligated to search for or ascertain the
         whereabouts of the Employee or any beneficiary of the Employee. If
         the Plan Administrator furnishes notice to the Employee or any
         beneficiary of the Employee that he or she is entitled to a
         distribution and the Employee or any other beneficiary of the
         Employee fails to claim such distribution or make their whereabouts
         known to the Plan Administrator, such benefit shall be retained by
         the Plan until the earliest of (i) the date the Plan is terminated
         without the establishment of a successor plan, or (ii) the date the
         Employer is liquidated.

    3.11 Indemnification. The Employer shall indemnify each member of the
         Retirement Committee, each fiduciary with respect to the Plan and any
         person acting on behalf of the Retirement Committee or any fiduciary
         with respect to the Plan, from and against any and all liabilities,
         costs, damages or expenses occasioned by any act or omission, to the
         extent required by the Employer's Bylaws, court decision or
         individual agreement with such person, but not in any event when the
         same is judicially determined to be due to the willful misconduct or
         fraud of such person. The Employer may purchase insurance to the
         extent deemed appropriate in connection with such indemnification.


                                  ARTICLE IV

                          FUNDING AND RELATED MATTERS


    4.01 Compliance With Applicable Law. It is the intent of the Employer to
         comply with Title I of ERISA. With respect to such Title, this Plan
         is intended to be an unfunded plan maintained primarily for the
         purpose of providing deferred compensation for a select group of
         management or highly compensated employees and it is not intended
         that any separate trust or other pool of assets shall exist solely
         for the payment of benefits.
<PAGE>

    4.02 General Unsecured Contractual Obligation. The Employer may purchase
         certain investment assets, including life insurance policies, to help
         defray the cost of providing benefits hereunder. However, such assets
         shall in no event be considered a trust fund and such assets shall be
         available at all times for any purpose of the Employer. Neither the
         Employee nor any other person shall have any interest in any funds or
         in any specific asset or assets of the Employer by reason of the
         benefits provided hereunder, nor any right to receive any
         distribution pursuant to this Plan except to the extent expressly
         provided in this Plan. No consent of the Employee shall be required
         in connection with any purchase, sale, suspension or termination of
         any assets of the Employer to be used to defray the cost of providing
         assets hereunder and such assets shall remain subject at all times to
         the unrestricted control of the Employer. Such assets shall remain
         assets of the Employer subject to the rights of all of its creditors.
         Should the Employer have insufficient assets to satisfy any
         obligations under this Plan, the Employee, the Employee's surviving
         spouse or any other beneficiary of the Employee will only have the
         right of any unsecured general creditor of the Employer under state
        law.


                                   ARTICLE V

                                   AMENDMENT

    5.01 Amendment. The Board of Directors of the Employer shall have the
         right to amend this Plan, at any time and from time to time, in whole
         or in part without the consent of the Employee or any other
         beneficiary of the Employee. No such amendment shall reduce or
         eliminate the benefits of the Employee or, in the event of the
         Employee's death after his Normal Retirement Date, the Employees
         beneficiary, which have accrued up to the effective date of the
         amendment.


                                  ARTICLE VI

                                MISCELLANEOUS

    6.01 Limitation of Rights; Employment Relationship. Neither the
         establishment of this Plan nor any modification thereof, nor the
         creation of any fund or account, nor the payment of any benefits,
         shall be construed as giving the Employee or other person any legal
         or equitable right against the Employer except as provided in the
         Plan. In no event shall the terms of employment of the Employee be
         modified or in any way be affected by the Plan.
<PAGE>

    6.02 Limitation on Assignment. Benefits under this Plan may not be
         assigned or alienated by the Employee or any beneficiary of the
         Employee. The interest in benefits provided pursuant to the Plan of
         the Employee or any beneficiary of the Employee shall not be subject
         to their debts or liabilities and shall not be subject to attachment,
         garnishment or other legal process as a result of any of their debts
         or liabilities.

    6.03 Representations. The Employer does not represent or guarantee that
         any particular federal or state income, payroll, personal property or
         other tax consequence will result to the Employee from participation
         in this Plan. The Employee should consult with professional tax
         advisors to determine the tax consequences of his participation.

    6.04 Other Retirement Plans. Nothing contained herein shall in any way
         limit the Employee's right to participate in or benefit from any
         pension or profit sharing or other retirement plan for which he is
         currently eligible by reason of his employment.

    6.05 Reporting Requirements. In order to comply with the reporting and
         disclosure requirements of ERISA, the Employer shall file with the
         Department of Labor a single statement concerning this Plan which
         shall include the Employer's name, address, identification number,
         declaration that the Employer maintains the Plan primarily for the
         purpose of providing deferred compensation for a select group of
         management or highly compensated employees and the number of such
         agreements maintained by the Employer.

    6.06 Binding. This Plan shall be binding upon the parties hereto, their
         heirs, assigns, successors, executors and administrators. In the
         event the Employer becomes a party to any merger, consolidation or
         reorganization, this agreement shall remain in full force and effect
         as an obligation of the Employer or its successors in interest.

    6.07 Severability. In the event that any provision of this Plan shall be
         held illegal or invalid for any reason, the illegality or invalidity
         shall not affect the remaining provisions of this Plan, but shall be
         fully severable and the Plan shall be construed and enforced as if
         the illegal or invalid provision had never been inserted herein.

    6.08 Governing Law. The validity, construction, and effect of this Plan
         and its enforcement shall be determined by ERISA, by the common law
         of trusts as developed under ERISA and the laws of Arkansas to the
         extent not preempted by ERISA.

    6.09 Arbitration. Any controversy or claim arising out of, or relating to,
         this Plan, or the breach thereof, may be settled by arbitration in
         the City of Little Rock, Arkansas in accordance with the rules then
         existing of the American Arbitration Association, and judgment upon
         the award rendered may be entered in any court having jurisdiction
         thereof.
<PAGE>

    6.10 Entire Agreement. This Plan agreement as written expresses the entire
         agreement between the parties with respect to the matters to which it
         pertains.

    IN WITNESS WHEREOF, the parties hereto have executed this Plan agreement 
on the date referred to hereinabove.


                                  EMPLOYER:

                                  FIRST COMMERCIAL BANK, N.A.


                                  By: /s/ Barnett Grace
                                     -----------------------------------------

                                  Title: Director, First Commercial Bank, N.A.
                                        --------------------------------------


                                  EMPLOYEE:


                                  By: /s/ John I. Fleischauer, Jr.
                                     -----------------------------------------
                                      John I. Fleischauer, Jr.