EXHIBIT 10(e)


<PAGE>
                                   AGREEMENT


    THIS AGREEMENT dated as of December 23, 1996, is made by and between First 
Commercial Corporation, an Arkansas corporation (the "Company"), and Barnett 
Grace (the "Executive").

    WHEREAS the Company considers it essential to its best interests and to 
the best interests of its shareholders and customers to foster the continuous 
employment of its key management personnel; and

    WHEREAS the Company recognizes that the possibility of a Change in Control 
(as defined in Section 9.6 hereof) exists, as in the case of any publicly-held 
corporation, and that such possibility, and the uncertainty and questions 
which it may raise among management, may result in the departure or 
distraction of management personnel to the detriment of the Company and its 
shareholders and customers; and

    WHEREAS the Company has determined that appropriate steps should be taken 
to reinforce and encourage the continued attention and dedication of members 
of the Company's management, including the Executive, to their assigned duties 
without distraction in the face of potentially disturbing circumstances 
arising from the possibility of a Change in Control;

    NOW, THEREFORE, in consideration of the premises and the mutual covenants 
herein contained, the Company and the Executive hereby agree as follows:

    1.  Defined Terms.  Definitions of certain capitalized terms used in this 
Agreement are provided in Section 9 and elsewhere in this Agreement.

    2.  Term of Agreement.  This Agreement shall become effective on the date 
hereof and shall remain in effect indefinitely thereafter; provided, however, 
that (a) except as provided in clause (b) of this Section 2, either the 
Company or the Executive may terminate this Agreement by giving the other 
party at least one (1) year advance written notice of such termination, and 
(b) if a Potential Change in Control or a Change in Control shall have 
occurred during the term of this Agreement, this Agreement may not be 
terminated until all obligations of either party hereto have been performed in 
full, the Coverage Period has expired without the occurrence of a Triggering 
Event, or in the case of a Potential Change in Control, no Change in Control 
occurs for at least two years following such Potential Change in Control.  
Notwithstanding the foregoing, this Agreement shall terminate upon the 
Executive's attaining age sixty-five (65), the Executive's Disability or 
death, except as to obligations of the Company hereunder arising from a Change 
in Control and/or a termination of the Executive's employment that, in either 
case, occurred prior to his having reached such age or the occurrence of his 
Disability or death.

    3.  Agreement of the Company.  In order to induce the Executive to remain 
in the employ of the Company, the Company agrees, under the terms and 
conditions set forth herein, that, upon the occurrence of both a Change in 
Control and a Triggering Event during the term of this Agreement, the Company 
shall provide to the Executive the benefits described in Sections 3.1 through 
3.4 below (the "Severance Benefits"), unless prior to the date of any 
Triggering Event, the Executive's employment with the Company has been 
terminated for Cause or due to the Executive's Disability or death.
<PAGE>

        3.1  Lump-Sum Severance Payment.  In lieu of any further salary 
payments to the Executive for periods subsequent to the Date of Termination, 
the Company shall pay to the Executive a lump sum severance payment, in cash, 
without discount, equal to three (3) times the sum of (i) the Executive's 
Annual Base Salary and (ii) the Executive's Average Bonus.

        3.2  Vesting of Options.  The vesting of all options to purchase 
securities of the Company granted to the Executive pursuant to the Company's 
1987 Incentive and Nonqualified Stock Option Plan, as amended May 15, 1990, 
April 19, 1994 and October 18, 1994, or any other Company plan that are then 
held by the Executive shall be accelerated to the later of the Date of 
Termination or six months after the date such option was granted, and any 
provision contained in the agreement(s) under which such options were granted 
that is inconsistent with such acceleration is hereby modified to the extent 
necessary to provide for such acceleration; such acceleration shall not apply 
to any option that by its terms would vest prior to the date provided for in 
this Section 3.2.

        3.3  Continued Benefits.  For a thirty-six (36) month period (or, if 
less, the number of months from the Date of Termination until the date the 
Executive will reach age sixty-five (65)) after the Date of Termination (the 
"Benefits Period"), the Company shall provide the Executive with group term 
life insurance, health insurance, accident and long-term disability insurance 
benefits (collectively, "Welfare Benefits") substantially similar in all 
respects to those that the Executive was receiving immediately prior to the 
Date of Termination (without giving effect to any reduction in such benefits 
subsequent to a Change in Control).  During the Benefits Period, the Executive 
shall be entitled to elect to change his level of coverage and/or his choice 
of coverage options (such as Executive only or family medical coverage) with 
respect to the Welfare Benefits to be provided by the Company to the Executive 
to the same extent that actively employed senior executives of the Company are 
permitted to make such changes; provided, however, that in the event of any 
such changes the Executive shall pay the amount of any cost increase that 
would actually be paid by an actively employed senior executive of the Company 
by reason of making the same changes in his level of coverage or coverage 
options.

        3.4  Retirement Benefits.  In addition to the retirement benefits to 
which the Executive is entitled under the Pension Plan and the Supplemental 
Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to 
the actuarial equivalent of the excess of (x) the total retirement pension 
(determined as a straight life annuity commencing at Normal Retirement Age or, 
if later, the first day of the first month after the Date of Termination) that 
the Executive would have accrued under the terms of the Pension Plan and the 
Supplemental Plan (without regard to any amendments to the Pension Plan or the 
Supplemental Plan made subsequent to a Change in Control and on or prior to 
the Date of Termination, which amendments adversely affect in any manner the 
amount of retirement benefits payable thereunder), determined as if the 
Executive were fully vested thereunder and had accumulated (after the Date of 
Termination) thirty-six (36) additional months (or such lesser number of 
months until the Executive will attain age sixty-five (65)) of service credit 
thereunder at the Executive's Annual Base Salary, and (y) the retirement 
pension (determined as a straight life annuity commencing at Normal Retirement 
Age) which the Executive had accrued pursuant to the provisions of the Pension 
Plan and the Supplemental Plan as of the Date of Termination.  For purposes of 
this Section 3.4, "actuarial equivalent" shall be determined using the same 
methods and assumptions utilized under the Pension Plan immediately prior to 
the Date of Termination.
<PAGE>

    4.  Gross-Up Payment; Certain Limitations on Payments and Benefits.

        4.1  In the event that (i) the Executive becomes entitled to the 
Severance Benefits or any other benefits or payments in connection with a 
Change in Control or the termination of the Executive's employment, whether 
pursuant to the terms of this Agreement or otherwise (collectively, the "Total 
Benefits"), and (ii) any of the Total Benefits will be subject to the Excise 
Tax, the Company shall pay to the Executive an additional amount (the "Gross-
Up Payment")such that the net amount retained by the Executive, after 
deduction of any Excise Tax on the Total Benefits and any federal, state and 
local income taxes, Excise Tax, and FICA and Medicare withholding taxes upon 
the payment provided for by this Section 4.1, shall be equal to the Total 
Benefits.  For purposes of determining whether any of the Total Benefits will 
be subject to the Excise Tax and the amount of such Excise Tax, the amount of 
the Total Benefits that shall be treated as subject to the Excise Tax shall be 
equal to the amount of the Total Benefits reduced by the amount of such Total 
Benefits that, in the opinion of tax counsel selected by the Company and 
reasonably acceptable to the Executive ("Tax Counsel"), are not excess 
parachute payments (within the meaning of Section 280G(b)(1) of the Code).

        4.2  For purposes of this Section 4, the Executive shall be deemed to 
pay federal income taxes at the highest marginal rate of federal income 
taxation in the calendar year in which the Excise Tax is (or would be) payable 
and state and local income taxes at the highest marginal rate of taxation in 
the state and locality of the Executive's residence on the Date of 
Termination, net of the reduction in federal income taxes which could be 
obtained from deduction of such state and local taxes (calculated by assuming 
that any reduction under Section 68 of the Code in the amount of itemized 
deductions allowable to the Executive applies first to reduce the amount of 
such state and local income taxes that would otherwise be deductible by the 
Executive).  Except as otherwise provided herein, all determinations required 
to be made under this Section 4 shall be made by Tax Counsel.

        4.3  In the event that the Excise Tax is subsequently determined to be 
less than the amount taken into account hereunder at the time of termination 
of the Executive's employment, the Executive shall repay to the Company, at 
the time that the amount of such reduction in Excise Tax is finally 
determined, the portion of the Gross-Up Payment attributable to such reduction 
(plus that portion of the Gross-Up Payment attributable to the Excise Tax, 
federal, state and local income taxes and FICA and Medicare withholding taxes 
imposed on the Gross-Up Payment being repaid by the Executive to the extent 
that such repayment results in a reduction in Excise Tax, FICA and Medicare 
withholding taxes and/or a federal, state or local income tax deduction) plus 
interest on the amount of such repayment at the rate provided in Section 
1274(b)(2)(B) of the Code.  In the event that the Excise Tax is determined to 
exceed the amount taken into account hereunder at the time of the termination 
of the Executive's employment (including by reason of any payment the 
existence or amount of which cannot be determined at the time of the Gross-Up 
Payment), the Company shall make an additional Gross-Up Payment to the 
Executive in respect of such excess (plus any interest, penalties or additions 
payable by the Executive with respect to such excess) at the time that the 
amount of such excess is finally determined.
<PAGE>

    5.  Timing of Payments.  The payments provided for in Sections 3.1, 3.4 
and 4 shall be made on the Date of Termination, provided, however, that if the 
amounts of such payments cannot be finally determined on or before such day, 
the Company shall pay to the Executive on such day an estimate, as determined 
in good faith by the Company, of the minimum amount of such payments and shall 
pay the remainder of such payments (together with interest at the rate 
provided in Section 1274(b)(2)(B)of the Code from the Date of Termination to 
the payment of such remainder) as soon as the amount thereof can be determined 
but in no event later than the thirtieth (30th) day after the Date of 
Termination.  In the event that the amount of the estimated payments exceeds 
the amount subsequently determined to have been due, such excess shall 
constitute a loan by the Company to the Executive, payable on the fifth (5th) 
business day after demand by the Company (together with interest at the rate 
provided in Section 1274(b)(2)(B) of the Code from the Date of Termination to 
the repayment of such excess).

    6.  Reimbursement of Legal Costs.  The Company shall pay to the Executive 
all reasonable legal fees and expenses incurred by the Executive as a result 
of a termination that entitles the Executive to any payments under this 
Agreement including all such fees and expenses, if any, incurred in contesting 
or disputing any Notice of Termination under Section 7.2 hereof or in seeking 
to obtain or enforce any right or benefit provided by this Agreement or in 
connection with any tax audit or proceeding to the extent attributable to the 
application of Section 4999 of the Code to any payment or benefit provided 
hereunder.  Such payments shall be made within five (5) business days after 
delivery of the Executive's respective written requests for payment 
accompanied with such evidence of fees and expenses incurred as the Company 
reasonably may require.

    7.  Termination Procedures.

        7.1  Notice of Termination.  After a Potential Change in Control or a 
Change in Control, any termination of the Executive's employment (other than 
by reason of death) must be preceded by a written Notice of Termination from 
the terminating party to the other party hereto in accordance with Section 8.5 
hereof.  For purposes of this Agreement, a "Notice of Termination" shall mean 
a notice which shall (i) specify the date of termination (the "Date of 
Termination") which shall not be more than sixty (60) days from the date such 
Notice of Termination is given, (ii) indicate the notifying party's opinion 
regarding the specific provisions of this Agreement that will apply upon such 
termination and(iii) set forth in reasonable detail the facts and 
circumstances claimed to provide a basis for the application of the provisions 
indicated.  Termination of the Executive's employment shall occur on the 
specified Date of Termination even if there is a dispute between the parties 
pursuant to Section 7.2 hereof relating to the provisions of this Agreement 
applicable to such termination.

        7.2  Dispute Concerning Applicable Termination Provisions.  If within 
thirty (30) days of receiving the Notice of Termination the party receiving 
such notice notifies the other party that a dispute exists concerning the 
provisions of this Agreement that apply to such termination, the dispute shall 
be resolved either by mutual written agreement of the parties or by expedited 
commercial arbitration under the rules of the American Arbitration 
Association, pursuant to the procedures set forth in Section 8.14 herein.  The 
parties shall pursue the resolution of such dispute with reasonable diligence.  
Within five (5) days of such a resolution, any party owing any payments 
pursuant to the provisions of this Agreement shall make all such payments
<PAGE>

together with interest accrued thereon at the rate provided in Section 
1274(b)(2)(B) of the Code.

    8.  Miscellaneous.

        8.1  No Mitigation.  The Company agrees that, if the Executive's 
employment by the Company is terminated in a manner that results in the 
payment of Severance Benefits hereunder, the Executive shall not be required 
to seek other employment or to attempt in any way to reduce any amounts 
payable to the Executive by the Company pursuant to this Agreement.  Further, 
the amount of any payment or benefit provided for under this Agreement shall 
not be reduced by any compensation earned by the Executive as the result of 
employment by another employer, by retirement benefits, by offset against any 
amount claimed to be owed by the Executive to the Company, or otherwise.

        8.2  Successors.  In addition to any obligations imposed by law upon 
any successor to the Company, the Company shall be obligated to require any 
successor (whether direct or indirect, by purchase, merger, consolidation, 
operation of law, or otherwise)to all or substantially all of the business 
and/or assets of the Company to expressly assume and agree to perform this 
Agreement in the same manner and to the same extent that the Company would be 
required to perform it if no such succession had taken place; in the event of 
such a succession, references to the "Company" herein shall thereafter be 
deemed to include such successor.  Failure of the Company to obtain such 
assumption and agreement prior to the effectiveness of any such succession 
shall be a breach of this Agreement and shall entitle the Executive to 
terminate his employment and thereafter to receive Severance Benefits, except 
that, for purposes of implementing the foregoing, the date on which any such 
succession becomes effective shall be deemed the Date of Termination.

        8.3  Incompetency.  Any benefit payable to or for the benefit of the 
Executive, if legally incompetent, or incapable of giving a receipt therefor, 
shall be deemed paid when paid to the Executive's guardian or to the party 
providing or reasonably appearing to provide for the care of such person, and 
such payment shall fully discharge the Company.

        8.4  Death.  This Agreement shall inure to the benefit of and be 
enforceable by the Executive's personal or legal representatives, executors, 
administrators, successors, heirs, distributees, devisees and legatees.  If 
the Executive shall die while any amount would still be payable to the 
Executive hereunder (other than amounts which, by their terms, terminate upon 
the death of the Executive) if the Executive had continued to live, all such 
amounts, unless otherwise provided herein, shall be paid in accordance with 
the terms of this Agreement to the executors, personal representatives or 
administrators of the Executive's estate.

        8.5  Notices.  For the purpose of this Agreement, notices and all 
other communications provided for in the Agreement shall be in writing and 
shall be deemed to have been duly given when delivered or mailed by United 
States registered mail, return receipt requested, postage prepaid, addressed 
to the respective addresses set forth below, or to such other address as 
either party may have furnished to the other in writing in accordance
<PAGE>

herewith, except that notice of change of address shall be effective only upon 
actual receipt:

                  To the Company:

                  First Commercial Corporation
                  400 West Capitol Avenue
                  Little Rock, Arkansas  72201

                  Attention:


                  To the Executive:


        8.6  Modification, Waiver.  No provision of this Agreement may be 
modified, waived or discharged unless such waiver, modification or discharge 
is agreed to in writing and signed by the Executive and such officer as may be 
specifically designated by the Board or its delegee.  No waiver by either 
party hereto at any time of any breach by the other party hereto of, or 
compliance with, any condition or provision of this Agreement to be performed 
by such other party shall be deemed a waiver of similar or dissimilar 
provisions or conditions at the same or at any prior or subsequent time.

        8.7  Entire Agreement.  No agreements or representations, oral or
 otherwise, express or implied, with respect to the subject matter hereof
 have been made by either party which are not expressly set forth in this
 Agreement.

        8.8  Governing Law.  The validity, interpretation, construction and 
performance of this Agreement shall be governed by the laws of the State of 
Arkansas without regard to principles of conflicts of laws thereof.

        8.9  Statutory Changes.  All references to sections of the Exchange 
Act or the Code shall be deemed also to refer to any successor provisions to 
such sections.

        8.10  Withholding.  Any payments provided for hereunder shall be paid 
net of any applicable withholding required under federal, state or local law 
and any additional withholding to which the Executive has agreed.

        8.11  Validity.  The invalidity or unenforceability of any provision 
of this Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement, which shall remain in full force and effect.

        8.12  No Right to Continued Employment. Nothing in this Agreement 
shall be deemed to give any Executive the right to be retained in the employ 
of the Company, or to interfere with the right of the Company to discharge the 
Executive at any time and for any lawful reason, subject in all cases to the 
terms of this Agreement.

        8.13  No Assignment of Benefits.  Except as otherwise provided herein 
or by law, no right or interest of any Executive under the Agreement shall be 
assignable or transferable, in whole or in part, either directly or by 
operation of law or otherwise, including without limitation by execution, 
levy, garnishment, attachment, pledge or in any manner; no attempted 
assignment or transfer thereof shall be effective; and no right or interest of
<PAGE>

any Executive under this Agreement shall be liable for, or subject to, any 
obligation or liability of such Executive.

        8.14  Arbitration Procedures.  All disputes relating to this 
Agreement, including without limitation any disputes under Section 7.2 hereof, 
shall be submitted to expedited commercial arbitration under the rules of the 
American Arbitration Association in Little Rock, Arkansas, with an arbiter who 
is mutually acceptable to both parties being selected to preside over such 
arbitration.  The Federal Rules of Evidence shall apply, and the arbiter shall 
establish the applicable rules of discovery.  The prevailing party in any 
arbitration shall be entitled to recover from the other party all fees and 
expenses (including, without limitation, reasonable attorney's fees and 
disbursements) incurred in connection with such arbitration.  The arbiter 
shall determine the scope of arbitrability.  The only judicial relief shall be 
(a) interim equitable relief and (b) relief in aid of or to enforce 
arbitration.

        8.15  Reduction of Benefits By Legally Required Benefits.  
Notwithstanding any other provision of this Agreement to the contrary, if the 
Company is obligated by law or by contract (other than under this Agreement) 
to pay severance pay, a termination indemnity, notice pay, or the like, or if 
the Company is obligated by law or by contract to provide advance notice of 
separation ("Notice Period"), then any Severance Benefits hereunder shall be 
reduced by the amount of any such severance pay, termination indemnity, notice 
pay or the like, as applicable, and by the amount of any pay received with 
respect to any Notice Period.

        8.16  Headings.  The headings and captions herein are provided for 
reference and convenience only, shall not be considered part of this 
Agreement, and shall not be employed in the construction of this Agreement.

    9.  Definitions.

        9.1  "Annual Base Salary" means the greater of (a) the Executive's 
highest annual base salary in effect during the one (1) year period preceding 
a Change in Control and (b) the Executive's highest annual base salary in 
effect during the one (1) year period preceding the Executive's Date of 
Termination.

        9.2  "Average Bonus" means the greater of (a) the Executive's average 
annual bonus for the two fiscal years (or such shorter period (which shall be 
annualized) during which the Executive has been employed by the Company) 
immediately preceding the fiscal year in which a Change in Control occurs and 
(b) the Executive's average Bonus for the two fiscal years (or such shorter 
period (which shall be annualized) during which the Executive has been 
employed by the Company) immediately preceding the fiscal year which includes 
the Executive's Date of Termination.

        9.3  "Base Amount" shall have the meaning ascribed to such term in 
Section 280G(b)(3) of the Code.

        9.4  "Board" means the Board of Directors of the Company.

        9.5  "Cause" means:

            (a)  the willful and continued failure of the Executive to 
substantially perform the Executive's duties with the Company (other than any
<PAGE>

such failure resulting from incapacity due to physical or mental illness), 
after a written demand for substantial performance is delivered to the 
Executive by the Board of the Company which specifically identifies the manner 
in which the Board believes that the Executive has not substantially performed 
the Executive's duties;

            (b)  the willful engaging by the Executive in illegal conduct or 
gross misconduct which is materially and demonstrably injurious to the 
Company;

            (c)  personal dishonesty or breach of fiduciary duty to the 
Company that in either case results or was intended to result in personal 
profit to the Executive at the expense of the Company; or

            (d)  willful violation of any law, rule or regulation (other than
 traffic violations, misdemeanors or similar offenses) or cease-and-
 desist order, court order, judgment or supervisory agreement, which
 violation is materially and demonstrably injurious to the Company.

For purposes of the preceding clauses, no act or failure to act, on the
part of the Executive, shall be considered "willful" unless it is done, or 
omitted to be done, by the Executive in bad faith and without reasonable 
belief that the Executive's action or omission was in the best interests of 
the Company.  Any act, or failure to act, based upon prior approval given by 
the Board or upon the instructions or with the approval of the Executive's 
superior or based upon the advice of counsel for the Company, shall be 
conclusively presumed to be done, or omitted to be done, by the Executive in 
good faith and in the best interests of the Company.  The cessation of 
employment of the Executive shall not be deemed to be for Cause unless and 
until there shall have been delivered to the Executive, as part of the Notice 
of Termination, a copy of a resolution duly adopted by the affirmative vote of 
not less than three-quarters (3/4) of the entire membership of the Board at a 
meeting of the Board called and held for the purpose of considering such 
termination (after reasonable notice is provided to the Executive and the 
Executive is given an opportunity, together with counsel, to be heard before 
the Board) finding that, in the good faith opinion of the Board, the Executive 
is guilty of the conduct described in clause (a), (b), (c), or (d) above, and 
specifying the particulars there of in detail.

        9.6  A "Change in Control" means the occurrence of any of the 
following events: 

            (a)  any Person or Persons acting together, excluding employee 
benefit plans of the Company, are or become the "beneficial owner" (as defined 
in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions 
thereto), directly or indirectly, of securities of the Company representing 
twenty-five percent (25%) or more of the combined voting power of the 
Company's then outstanding securities;

            (b)  the Company's shareholders approve (or, in the event no 
approval of the Company's shareholders is required, the Company consummates) a 
merger, consolidation, share exchange, division or other reorganization or 
transaction of the Company (a "Fundamental Transaction") with any other 
corporation, other than a Fundamental Transaction which would result in the 
voting securities of the Company outstanding immediately prior thereto 
continuing to represent (either by remaining outstanding or by being converted 
into voting securities of the surviving entity) at least sixty percent (60%) 
of the combined voting power immediately after such Fundamental Transaction of
<PAGE>

(i) the Company's outstanding securities, (ii) the surviving entity's 
outstanding securities, or (iii) in the case of a division, the outstanding 
securities of each entity resulting from the division;

            (c)  the shareholders of the Company approve a plan of complete
liquidation or winding-up of the Company or an agreement for the sale or 
disposition (in one transaction or a series of transactions) of all or 
substantially all of the Company's assets; or

            (d)  during any period of twenty-four consecutive months, 
individuals who at the beginning of such period constituted the Board 
(including for this purpose any new director whose election or nomination for 
election by the Company's shareholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who were directors at the 
beginning of such period) cease for any reason to constitute at least a 
majority of the Board.

        9.7  "Code" means the Internal Revenue Code of 1986, as amended from 
time to time.

        9.8  "Company" means First Commercial Corporation, an Arkansas 
corporation.  If the Executive becomes employed by a direct or indirect 
Subsidiary of First Commercial Corporation, the "Company" shall also be deemed 
to refer to the Subsidiary thereof by which the Executive is employed.  In 
such case, references to payments, benefits, privileges or other rights to be 
accorded by the "Company" shall be deemed to include such payments, benefits, 
privileges or other rights to be provided by the Subsidiary by which the 
Executive is employed or First Commercial Corporation, as the case may be, to 
correspond to the corporate entity obligated to make payments or provide 
benefits, privileges or other rights pursuant to employee benefit plans 
affected by the provisions hereof, and in the absence of any such existing 
plans or provisions, such reference shall be deemed to be to First Commercial 
Corporation.

        9.9  "Coverage Period" means the period commencing on the date on 
which a Change in Control occurs and ending on the second anniversary date 
thereof.

        9.10  "Date of Termination" has the meaning assigned to such term in 
Section 7.1 hereof.

        9.11  "Disability" means the complete disability of the Executive 
under the Company's appropriate plan, as amended from time to time.

        9.12  "Exchange Act" means the Securities Exchange Act of 1934, as 
amended from time to time.

        9.13  "Excise Tax" means any excise tax imposed under Section 4999 of 
the Code.

        9.14  "Good Reason" means:

            (a)  the determination by the Executive made in good faith within 
the first twelve (12) months immediately following a Change in Control that 
the Executive cannot effectively carry out his duties to the Company, which 
determination shall be made in a writing delivered to the Company; or
<PAGE>

            (b)  the occurrence during the Coverage Period of any of the 
following events:

                (i)  the assignment to the Executive of any duties 
inconsistent in any material respect with the Executive's position, authority, 
duties or responsibilities immediately prior to a Change in Control or any 
other action by the Company which results in a diminution in any material 
respect in such position, authority, duties or responsibilities, excluding for 
this purpose an isolated and inadvertent action not taken in bad faith that is 
remedied by the Company promptly after receipt of notice thereof given by the 
Executive;

                (ii)  a reduction by the Company in the Executive's annual 
base salary as in effect on the date hereof or as the same may be increased 
from time to time;

                (iii)  the Company's requiring the Executive to be based at 
any office or location that is more than fifty (50) miles from the Executive's 
office or location immediately prior to either a Potential Change in Control 
that precedes a Change in Control or a Change in Control;

                (iv)  the failure by the Company (a) to continue in effect any 
compensation plan in which the Executive participates immediately prior to 
either a Potential Change in Control preceding a Change in Control or a Change 
in Control that is material to the Executive's total compensation, unless an
 equitable arrangement (embodied in an on going substitute or alternative 
plan) has been made with respect to such plan, or (b) to continue the 
Executive's participation therein (or in such substitute or alternative plan) 
on a basis not materially less favorable, both in terms of the amount of 
benefits provided and the level of the Executive's participation relative to 
other participants, than existed immediately prior to a Potential Change in 
Control that precedes a Change in Control or a Change in Control;

                (v)  the failure by the Company to continue to provide the 
Executive with benefits substantially similar to those enjoyed by the 
Executive under any of the Company's pension, life insurance, medical, health 
and accident, disability or other welfare plans in which the Executive was 
participating immediately prior to a Potential Change in Control that precedes 
a Change in Control or a Change in Control; or

                (vi)  the failure by the Company to pay to the Executive any 
deferred compensation when due under any deferred compensation plan or 
agreement applicable to the Executive; or

                (vii)  the failure by the Company to honor all the terms and 
provisions of this Agreement.

        9.15  "Normal Retirement Age" shall mean the earliest age at which the 
Executive may commence retirement and become entitled to an unreduced pension 
under the Pension Plan.

        9.16  "Notice of Termination" shall have the meaning assigned to such 
term in Section 6.1 hereof.

        9.17  "Pension Plan" shall mean the First Commercial Corporation 
Retirement Plan and any successor plans thereto.
<PAGE>

        9.18  "Person" shall have the meaning given in Section 3(a)(9) of the 
Exchange Act and shall also include any syndicate or group deemed to be a 
"person" under Section 13(d)(3) of the Exchange Act.

        9.19  "Potential Change in Control" means the occurrence of any of the 
following:

            (a)  the Board approves a transaction described in Subsection (b) 
of the definition of Change in Control contained in Section 9.6 hereof;

            (b)  the commencement of a proxy contest in which any Person seeks 
to replace or remove a majority of the members of the Board; or

            (c)  any Person files an application with the Board of Governors 
of the Federal Reserve System for approval of the acquisition of more than 
five percent (5%) of the Company's voting securities, or of any class thereof, 
under the Bank Holding Company Act of 1956, as amended, or any successor 
statute thereto, or files a notice of intent to acquire ten percent (10%) or 
more of the Company's outstanding voting securities, or any class thereof, 
pursuant to the Change in Bank Control Act or any successor statute thereto.

        9.20  "Severance Benefits" has the meaning assigned to such term in 
Section 3 hereof.

        9.21  "Subsidiary" means any corporation controlled by the Company, 
directly or indirectly.

        9.22  "Supplemental Plan" means the First Commercial Corporation 
Supplemental Executive Retirement Plan for the Executive.

        9.23  "Triggering Event" means (i) the termination of the Executive's 
employment by the Company at any time during the Coverage Period, other than a 
termination for Cause or a termination due to the Executive's Disability or 
death or (ii) a termination of the Executive's employment by the Executive at 
any time during the Coverage Period when Good Reason exists.

    IN WITNESS WHEREOF, the Company has caused this Agreement to be executed 
by its officer, thereunto duly authorized, and the Executive has executed this 
Agreement, all as of the day and year first above written.


                                          FIRST COMMERCIAL CORPORATION


                                          By  /s/ J. Lynn Wright
                                             --------------------------------
                                          Name: J. Lynn Wright
                                          Title: Chief Financial Officer



                                          EXECUTIVE:

                                              /s/ Barnett Grace
                                             --------------------------------
                                          Name: Barnett Grace