<PAGE> 
                                 UNITED STATES 
                       SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C. 20549       
                           -------------------------- 
                                    FORM 10-K         
(Mark One) 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 (Fee Required) 
 
     For the fiscal year ended December 31, 1995 
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 (No Fee Required) 
 
     For the transition period from           to          . 
                                    ---------    --------- 
 
                          Commission File No.  0-9676 
 
                          FIRST COMMERCIAL CORPORATION             
            (Exact name of registrant as specified in its charter) 
 
             ARKANSAS                                     71-0540166 
   (State or other jurisdiction of                     (I.R.S. Employer 
    incorporation or organization)                   Identification Number)    
 
             400 WEST CAPITOL AVENUE, LITTLE ROCK, ARKANSAS   72201 
             (Address of principal executive offices)    (Zip Code) 
 
       Registrant's telephone number, including area code:  (501)371-7000 
 
        Securities registered pursuant to Section 12(b) of the Act: None  
 
          Securities registered pursuant to Section 12(g) of the Act: 
                     COMMON STOCK, $3.00 PAR VALUE PER SHARE 
                                (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 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  
admendment to this Form 10-K.  [ ] 
 
    State the aggregate market value of the voting stock held by non-affiliates
of the registrant:  $659,406,845 (based upon the average closing bid and ask  
prices quoted on the Nasdaq National Market on February 22, 1996.) 
 
    Indicate the number of shares outstanding of each of the registrant's  
classes of common stock: 
 
                 Class                       Outstanding at February 22, 1996  
 --------------------------------------      --------------------------------  
 Common Stock $3.00 par value per share                 27,353,428             
<PAGE> 
                    DOCUMENTS INCORPORATED BY REFERENCE 
 
   Portions of the Annual Report to Shareholders for the year ended December  
31, 1995, (the "Company's 1995 Annual Report") are incorporated by reference  
into Parts I and II of this report. 
 
    Portions of the Proxy Statement for the April 16, 1996, Annual Meeting of  
Shareholders of Registrant (the "Company's 1996 Proxy Statement") are  
incorporated by reference into Part III of this report. 
 
 
                             TABLE OF CONTENTS 
 
  Item                                                                  Page   
  ----                                                                  ----   
                                  PART I 
   1.       Business..................................................    3 
 
   2.       Properties................................................   11 
 
   3.       Legal Proceedings.........................................   11 
 
   4.       Submission of Matters to a Vote of Security Holders.......   12 
 
                                  PART II 
 
   5.       Market for Registrant's Common Stock and Related 
            Stockholder Matters.......................................   12 
 
   6.       Selected Financial Data...................................   12 
 
   7.       Management's Discussion and Analysis of Financial 
            Condition and Results of Operations.......................   13 
 
   8.       Financial Statements and Supplementary Data...............   13 
 
   9.       Changes in and Disagreements with Accountants on 
            Accounting and Financial Disclosure.......................   13 
 
                                  PART III 
 
  10.       Directors and Executive Officers of the Registrant........   13 
 
  11.       Executive Compensation....................................   13 
 
  12.       Security Ownership of Certain Beneficial Owners and 
            Management................................................   14 
 
  13.       Certain Relationships and Related Transactions............   14 
 
                                  PART IV 
 
  14.       Exhibits, Financial Statement Schedules, and Reports 
            on Form 8-K...............................................   14 
 
 Signatures...........................................................   16 
 
 
                                       2 
<PAGE> 
                                     PART I 
 
 
Item 1. BUSINESS 
        -------- 
                                    GENERAL 
 
    First Commercial Corporation ("Registrant" or the "Company") was created  
through a merger of Commercial Bankstock, Inc., and First National Bancshares,  
Inc., on July 31, 1983.  The Company is the largest multi-bank holding company  
headquartered in Arkansas with its corporate offices located in the capital  
city of Little Rock.  The Company offers a broad range of bank and bank-related
services through its bank and nonbank subsidiaries and affiliates. 
 
    The Company provides service to its subsidiary banks in such areas as  
audit, loan review, credit administration, compliance, data processing,  
investment portfolio management, asset and liability management, human  
resources and training. 
 
Commercial Banking Subsidiaries 
------------------------------- 
 
    The Company's principal source of income is derived from twenty-five  
commercial banking institutions.  The Company directly owns thirteen  
institutions in the state of Arkansas, one institution in the state of  
Tennessee, one institution in the state of Louisiana, and in a joint venture  
with Arvest Bank Group, Inc., of Bentonville, Arkansas, the Company owns 50% of
an institution in Norman, Oklahoma.  The Company also owns a second-tier bank  
holding company, State First Financial Corporation, headquartered in Texarkana,
Arkansas.  State First Financial Corporation owns two institutions in the state
of Arkansas and seven institutions in the state of Texas.  All of the Company's
bank subsidiaries offer a broad range of traditional commercial and consumer  
banking services to the markets and communities which they serve.  Certain  
subsidiary banks additionally offer trust and fiduciary services and brokerage  
services. 
 
Nonbank Subsidiaries and Affiliates 
----------------------------------- 
 
    First Commercial Mortgage Company offers mortgage financing throughout  
Arkansas and in Memphis, Tennessee, East Texas, Oklahoma, California and  
Mississippi, and conducts mortgage servicing on a nationwide basis.  First  
Commercial Capital Management is an investment advisor and money manager for  
individuals, employee benefit plans, endowments, foundations and other funds.   
First Commercial Trust Company, N.A., provides a full range of personal trust,  
employee benefit, and corporate and public securities administrative services.
First Commercial Investments, Inc., is a full service investment company which  
buys and sells stocks, bonds, U.S. Government securities, fixed and variable  
annuities, and municipal securities on behalf of its clients.  Financial Fleet  
Services, Inc., is an equipment leasing company located in Little Rock,  
Arkansas, which serves customers throughout the United States.  Commercial  
Capital Funding, Inc., is a factoring company headquartered in Dallas, Texas,  
which specializes in accounts receivable financing in all affiliate markets.   
The income and other operating results of the nonbank subsidiaries and  
affiliates as compared to the consolidated results of the Company are not  
substantial enough to require financial and other information concerning  
industry segments to be included in this Annual Report on Form 10-K. 
 
                                       3 
<PAGE> 
Recent Acquisitions 
------------------- 
 
    On November 30, 1995, the Company acquired all the outstanding common stock
of FDH Bancshares, Inc., in exchange for 1,349,215 Company common shares,  
restated for the 7% stock dividend declared November, 1995.  FDH Bancshares,  
Inc., which was merged into the Company, was the parent company of Citizens  
First Bank, Little Rock, Arkansas; Citizens First Bank, El Dorado, Arkansas;  
Citizens First Bank, Fordyce, Arkansas; Citizens First Bank, Arkadelphia,  
Arkansas; and Springhill Bancshares, Inc., parent company of Springhill Bank &  
Trust Company, Springhill, Louisiana.  FDH Bancshares, Inc., had approximately  
$375 million in assets, $206 million in loans, and $330 million in deposits.   
This transaction was accounted for as a purchase, and accordingly, the results  
of operations were consolidated with those of the Company from the date of  
acquisition.  The assets and liabilities of FDH Bancshares, Inc., were adjusted
to fair value at the purchase date, resulting in an excess cost over fair value
of $14.7 million.  Citizens First Bank, Little Rock, Arkansas, was merged into  
the Company's Little Rock bank affiliate, First Commercial Bank, N.A. 
 
    On November 30, 1995, the Company acquired all of the outstanding common  
stock of West-Ark Bancshares, Inc., Clarksville, Arkansas, parent company of  
Arkansas State Bank, in exchange for 689,106 Company common shares, restated  
for the 7% stock dividend declared November, 1995.  This transaction was  
accounted for as a pooling-of-interests.  The results of West-Ark Bancshares,  
Inc., are included in the consolidated financial statements for 1995, however,  
prior period financial data has not been restated due to immateriality.  West- 
Ark Bancshares, Inc., had approximately $159 million in assets, $107 million in
loans, and $146 million in deposits. 
 
Foreign Operations 
------------------ 
 
    Neither the Company nor any of its subsidiary banks conducts foreign  
operations.  Balances maintained in foreign countries amounted to $248,000 at  
December 31, 1995.  There are no loans to foreign corporations, banks,  
financial institutions, governments, consumers or businesses, or involving real
estate in a foreign country, nor does the Company hold any deposits from banks  
in foreign countries, or from foreign governments, official institutions,  
central banks or international institutions. 
 
Competition 
----------- 
 
    The activities engaged in by the Company and its subsidiaries are intensely
competitive, and the Company competes for business with other financial  
services organizations, including other commercial banks, savings and loan  
associations, credit unions, brokerage firms, mortgage companies, leasing  
companies, finance companies, and a variety of financial services and advisory  
companies. 
 
    The Company's subsidiary banks actively compete with other banks and  
financial institutions in their efforts to obtain deposits and make loans.  The
principal areas of competition in the commercial banking industry are in the  
scope and type of services offered and in interest rates paid on interest- 
bearing and time deposits and charged on loans.  Competition with other  
financial institutions is expected to increase, especially with the passage of  
 
 
                                       4 
<PAGE> 
the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, which  
authorizes interstate banking and is discussed below in greater detail. 
 
    According to information obtained from the Arkansas Bankers Association,  
during 1995 there were approximately 29 multi-bank holding companies in  
Arkansas and approximately 104 additional single-bank holding companies.  As of
December 31, 1995, the Company was the largest multi-bank holding company  
headquartered in Arkansas with $5.4 billion in total assets and $4.6 billion in
total deposits. 
 
Employees 
--------- 
 
    As of December 31, 1995, the Company and its subsidiaries and affiliates  
had a total of 2,724 full-time equivalent employees. 
 
 
                           REGULATION AND SUPERVISION 
 
Regulation and Supervision of Bank Holding Companies: 
----------------------------------------------------- 
 
    The following summaries of statutes and regulations affecting bank holding  
companies do not purport to be complete.  The summaries are qualified in their  
entirety by reference to the provisions of the statutes and regulations  
summarized. 
 
Bank Holding Company Act of 1956, as Amended: 
 
    The Company is a bank holding company within the meaning of the Bank  
Holding Company Act of 1956, as amended (the "Act"), and is registered as such  
with the Board of Governors of the Federal Reserve System (the "Board of  
Governors".)  As a bank holding company, the Company is required to file with  
the Board of Governors an annual report and such additional information as the  
Board of Governors may require pursuant to the Act.  The Board of Governors may
also make examination of the Company and each of its subsidiaries.  The Act  
requires each bank holding company to obtain prior approval of the Board of  
Governors before it may acquire substantially all of the assets of any bank, or
ownership or control of any voting shares of any bank, if, after such  
acquisition, it would own or control directly or indirectly, more than 5% of  
the voting shares of such bank.  In no case, however, may the Board of  
Governors approve the acquisition by the Company of the voting shares of, or  
substantially all of the assets of, any bank located outside of Arkansas unless
such acquisition is specifically authorized by the statutes or laws of the  
state in which the bank to be acquired is located or unless such acquisition  
occurs as a result of foreclosure of a debt previously contracted. 
 
    With certain exceptions, the Act further restricts non-banking acquisitions
by registered bank holding companies to shares of companies whose activities  
the Board of Governors deems to be so closely related to banking, or managing  
or controlling banks, as to be proper incident thereto.  In making such  
determinations, the Board of Governors is required to consider whether the  
performance of such activities by an affiliate can reasonably be expected to  
produce benefits to the public, such as increased competition or gains in  
efficiencies against the risk of possible adverse effects, such as undue  
concentration of resources, decreases in or unfair competition, conflicts of  
interest, or unsound banking practices. 
 
                                       5 
<PAGE> 
    The Board of Governors has determined by regulation that certain activities
are permissible activities for bank holding companies and their affiliates,  
including making and servicing loans, operating an industrial loan institution,
performing certain fiduciary functions, leasing real estate and personal  
property, making real estate and personal property appraisals, providing  
certain management consulting, investment and financial advice, acting as a  
futures commission merchant, performing certain data processing operations,  
acting as an insurance agent for certain types of insurance and underwriting  
credit life and disability insurance related to credit transactions within the  
particular holding company system, assisting tax preparation and planning,  
providing check guaranty services, operating a collection agency, operating a  
credit bureau, underwriting and dealing in government obligations and money  
market instruments, providing foreign exchange advisory services, arranging  
commercial real estate equity financing, promoting community development,  
handling money orders, savings bonds and travelers checks, providing securities
brokerage, providing consumer financial counseling, operating savings  
associations, and providing courier services. 
 
    Under Section 106 of the 1970 amendments to the Act and regulations of the  
Board of Governors, a bank holding company and its subsidiaries are prohibited  
from engaging in certain tie-in arrangements in connection with any extensions  
of credit, or lease or sale of any property or the furnishing of such services. 
 
Risk-Based Capital Guidelines: 
 
    In January 1989, the Board of Governors issued final guidelines to  
implement what is commonly referred to as risk-based capital adequacy, whereby  
banking organizations with less risky asset bases will be allowed to maintain  
lower capital amounts to support these assets than those organizations having  
high-risk assets.  The regulations currently require a risk-based capital ratio
of 8%.  The Company's December 31, 1995, risk-based capital ratio was 12.14%. 
 
Federal Reserve Act: 
 
    Under the Federal Reserve Act the Board of Governors has cease and desist  
powers over parent holding companies and nonbanking subsidiaries when actions  
of such holding companies and nonbanking subsidiaries would constitute a  
serious threat to the safety, soundness or stability of a subsidiary bank.  The
Board of Governors also has the authority to regulate debt obligations, other  
than commercial paper, issued by bank holding companies. 
 
    The Company is an "affiliate" of its subsidiary banking institutions and  
will be an "affiliate" of any other acquired banks within the meaning of the  
Federal Reserve Act.  The Federal Reserve Act imposes certain restrictions on  
(i) loans by a subsidiary bank to its bank holding company or to any other  
affiliated companies, (ii) investments by a subsidiary bank in the stock or  
other securities of its bank holding company, and (iii) the use of stock or  
securities of the bank holding company as collateral for loans by a subsidiary  
bank to any borrower. 
 
    The Company is also subject to certain restrictions with respect to  
engaging in the business of issuing, floatation, underwriting, public sale, and
distribution of securities. 
 
 
 
 
 
                                       6 
<PAGE> 
Arkansas Regulation: 
 
    In addition to regulation by the Board of Governors, bank holding companies
in Arkansas are subject to regulation by the State Bank Commissioner.   
Accordingly, regular examinations are performed and the filing of certain  
reports is required. 
 
    In 1983, the Arkansas Legislature passed legislation specifically  
authorizing the ownership of more than one bank by a bank holding company,  
subject to certain restrictions and conditions.  Generally, such legislation  
permits multi-bank holding companies if: (i) all banks controlled by the bank  
holding company were chartered pursuant to an application filed before December
31, 1982, or were in existence for ten years, and (ii) all banks owned or  
controlled by the bank holding company have, in the aggregate, 10% or less of  
the total deposits held by all state and national banks having their principal  
offices within the State of Arkansas.  The 10% restriction was modified to 12%  
effective June 30, 1984, and to 15% effective December 31, 1984.  In 1993, the  
Arkansas Legislature increased the deposit limit to 25% of the total deposits  
held by all state and national banks having their principal offices within the  
State of Arkansas. 
 
    In 1988, the Arkansas Legislature enacted legislation making significant  
changes to Arkansas' interstate banking and branching laws.  As of January 1,  
1989, bank acquisitions between banks in Arkansas and banks in states within  
the Southern Regional Compact, which have reciprocal banking laws, are  
permitted.  Arkansas banks acquired under the law must have been in existence  
for at least ten years.  Under such legislation, branches could be located  
anywhere within the county of a bank's principal banking office.  After  
December 31, 1993, branches could be established in contiguous counties to the  
county in which the principal office is located.  After December 31, 1998,  
branches may be located anywhere in the state.  A subparagraph to Arkansas  
Thrift Branching Legislation was enacted to apply the same branching  
restrictions to Arkansas thrifts. 
 
Arkansas Usury Law: 
 
    The Arkansas usury law, which applies to all of the Company's Arkansas  
affiliates, currently limits interest rates on all credit classifications,  
other than single-family mortgages, to the lesser of 17% or the Federal Reserve
Bank of St. Louis's discount rate plus 5%. 
 
Texas Regulation: 
 
    The Texas Banking Act permits an "out-of-state" bank holding company to  
acquire control of a bank located in the State of Texas, if such bank received  
a charter and was continually operated for at least five years prior to the  
acquisition, and subjects the "out-of-state" bank holding company to the  
supervision and regulation by the Banking Department of Texas. 
 
    Under the Texas Banking Act, a bank holding company cannot control more  
than 20% of the total deposits of all state and national banks domiciled in the
State of Texas. 
 
 
 
 
 
 
                                       7 
<PAGE> 
Government Monetary Policy and Economic Controls: 
 
    In addition to the effect of general economic conditions, the earnings of  
the Company's subsidiary banks are affected by the fiscal and monetary policies
of the Federal Reserve System, which attempts to regulate the national money  
supply so as to mitigate recessionary and inflationary pressures.  The  
techniques used by the Federal Reserve System include setting the reserve  
requirements for banks and establishing the discount rate on banks' borrowings. 
The Federal Reserve System also conducts open market operations in United  
States government securities. 
 
    The policies of the Federal Reserve System have a direct effect on the  
amount of bank loans and deposits and the interest rates charged and paid  
thereon.  The impact upon the future business and earnings of the subsidiary  
banks of current economic problems and policies of the Federal Reserve System,  
and other regulatory authorities designed to deal with these problems cannot be
accurately predicted; however, such economic problems and policies can  
materially affect the revenues and net income of commercial banks. 
 
Other Regulatory Developments: 
 
    On August 9, 1989, the Financial Institutions Reform Recovery and  
Enforcement Act of 1989 ("FIRREA") was enacted.  FIRREA provided $125 billion  
to liquidate insolvent savings and loan institutions and transferred savings  
and loan insurance coverage to the Federal Deposit Insurance Corporation (the  
"FDIC").  To facilitate this transfer, two separate funds were created under  
the FDIC (the Bank Insurance Fund and the Savings Association Insurance Fund).
The primary effects of FIRREA on the Company are that (i) banking concerns are  
now allowed to acquire savings and loans and (ii) FDIC insurance premiums have  
increased significantly. 
 
    In December, 1991, the FDIC Improvement Act of 1991 ("FDICIA") was enacted. 
FDICIA contains numerous provisions increasing regulatory review of depository  
institutions' operations.  The increased regulations include annual  
examinations by the depository institution's primary regulator and mandatory  
independent audits for all depository institutions with assets of $500 million  
or more.  In addition, the institutions must establish independent audit  
committees composed solely of outside directors. 
 
    Effective December 16, 1992, final rules regarding FDICIA's establishment  
of five capital levels, ranging from "well capitalized" to "critically  
undercapitalized" were adopted.  If an institution's capital level falls below  
"well capitalized," it becomes subject to increasing regulatory oversight and  
restrictions on banking activities.  These regulations and restrictions  
increase at each lower capital level.  In addition, FDIC insurance premiums are
now, in part, based upon an institution's capital level.  A financial  
institution is considered "well capitalized" if it is under no regulatory order
or action and its leverage ratio is at least 5% and its Tier I and Total Risk- 
Based Capital ratios are at least 6% and 10%, respectively.  The Company is  
considered "well capitalized," as defined, with a leverage ratio of 7.31%, a  
Tier I Capital ratio of 11.31% and a Total Risk-Based Capital ratio of 12.14%  
at December 31, 1995. 
 
 
 
 
 
 
                                       8 
<PAGE> 
    In 1994, the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Act") was enacted.  The Interstate Act addresses in  
distinct provisions four principal areas of interstate banking and branching  
activity: (i)interstate bank holding company acquisitions commencing one year  
after enactment; (ii) interstate bank mergers commencing June 1, 1997, except  
where the state has enacted a law opting-out of interstate bank mergers; (iii)  
de novo interstate bank branching commencing upon enactment; and (iv)  
interstate bank agency commencing one year after enactment.  The Company  
believes enactment of the Interstate Act will result in a more common sense  
approach for banking consolidation and will benefit the Company's corporate  
strategy of expanding services to customers in its region. 
 
Regulation and Supervision of Subsidiary Banks: 
----------------------------------------------- 
 
    The national bank subsidiaries of the Company are subject to regulation and
supervision by the Office of the Comptroller of the Currency.  The state bank  
subsidiaries of the Company that are located in the State of Arkansas are  
subject to regulation and supervision, including regular bank examinations, by  
the Arkansas State Bank Department.  The state bank subsidiary of the Company  
that is located in the State of Louisiana is subject to regulation and  
supervision, including regular bank examinations, by the Louisiana Office of  
Financial Institutions.  The Company and its subsidiaries are also subject to  
examinations and regulation by the Federal Reserve System under the provision  
of the Bank Holding Company Act of 1956, as amended. 
 
    All of the Company's subsidiary banks are members of the FDIC, which  
currently insures the deposits of each member bank up to a maximum of $100,000  
per deposit relationship.  For this protection, each bank pays a semi-annual  
statutory assessment and is subject to the rules and regulations of the FDIC  
and to examinations by the FDIC. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                       9 
<PAGE> 
                     EXECUTIVE OFFICERS OF THE COMPANY 
 
    As of December 31, 1995, the principal executive officers of the Company  
were as follows: 
 
James R. Cobb, 54, serves as Chairman of the Board of First Commercial Bank,  
N.A., Little Rock, Arkansas, a position he assumed in 1995.  Mr. Cobb has been  
employed by the Company and/or its subsidiaries in various capacities since  
1973. 
 
Bill I. Crutchfield, 52, serves as Chairman, President and Chief Executive  
Officer of State First National Bank, Texarkana, Texas, a position he has held  
since 1987, and Executive Vice President of State First Financial Corporation,  
a position he assumed in 1994.  Mr. Crutchfield has been associated with State  
First National Bank, Texarkana, Texas, and State First Financial Corporation,  
which were acquired by the Company in 1994, since 1979. 
 
Jack Fleischauer, Jr., 47, serves as President and Chief Executive Officer of  
First Commercial Bank, N.A., Little Rock, Arkansas, which positions he assumed  
in May 1994.  Prior to joining the Company, Mr. Fleischauer served as President
and Chief Operating Officer of Worthen National Bank, Little Rock, Arkansas,  
lead bank for Worthen Banking Corporation, which position he assumed in 1991.   
Mr . Fleischauer joined the Company with over twenty years of banking  
experience. 
 
Barnett Grace, 51, serves as Chairman of the Board, President and Chief  
Executive Officer of the Company.  Mr. Grace has been employed by the Company  
and/or its subsidiaries since 1972.  Mr. Grace assumed the position of  
President of the Company in 1988 and Chairman of the Board and Chief Executive  
Officer of the Company in 1990. 
 
Edwin P. Henry, 58, serves as Executive Vice President of the Company.  Mr.  
Henry also serves as Executive Vice President of First Commercial Bank, N.A.,  
Little Rock, Arkansas, and Chairman of the Affiliate Bank Management Group.   
Additionally, he serves as a director on several boards of directors of  
affiliate banks.  Mr. Henry has been associated with the Company and/or its  
subsidiaries since 1962. 
 
J. French Hill, 39, serves as Executive Officer of the Company.  Mr. Hill's  
areas of responsibility include Trust, Investment Banking and Bank Brokerage.   
Prior to joining the Company in March 1993, Mr. Hill served as a U.S. Treasury  
official and Special Assistant to President George Bush. 
 
Clarence E. Hoover, 53, serves as Executive Officer of Operations and  
Management Information Services.  Prior to joining the Company in December  
1991, Mr. Hoover was employed with banking institutions in Virginia and  
Tennessee and possessed over thirty years of banking experience. 
 
Douglas Jackson, 58, serves as Senior Credit Officer of State First Financial  
Corporation.  Mr. Jackson has been associated with the Company and/or its  
subsidiaries since 1987. 
 
Neil S. West, 50, serves as President and Chief Executive Officer of State  
First Financial Corporation, a second-tier bank holding company consisting of  
nine banks in Arkansas and Texas, a position he assumed in May 1994.  Mr. West  
also serves as Executive Officer of the Company with responsibility for the  
Company's Credit Administration Division, a position he assumed in August 1995. 
 
                                      10 
<PAGE> 
Mr. West has been associated with the Company and/or its subsidiaries since  
1987, when he joined the Company with over fifteen years of banking experience. 
 
J. Lynn Wright, 33, serves as Chief Financial Officer of the Company.  Mr.  
Wright joined the Company in 1984 and served in various capacities with the  
Company's Finance Division before assuming his current position in July 1992. 
 
                          STATISTICAL DISCLOSURE 
 
    The information required by Guide 3, "Statistical Disclosure by Bank  
Holding Companies", is contained in the Company's 1995 Annual Report on pages  
13 through 29, which information is incorporated herein by reference. 
 
 
Item 2. PROPERTIES 
        ---------- 
 
    The principal offices of the Company and the following affiliates, First  
Commercial Bank, N.A., First Commercial Mortgage Company, First Commercial  
Trust Company, N.A., First Commercial Investments, Inc., and Financial Fleet  
Services, Inc., are located in the First Commercial Building at 400 West  
Capitol Avenue in downtown Little Rock, Arkansas.  The Company and its  
affiliates lease approximately 226,000 combined square feet of space.  The  
office space is held under long-term leases from First Commercial, Inc., a  
wholly owned subsidiary of First Commercial Bank, N.A. 
 
    The Company and its banking subsidiaries and affiliates maintain 131  
banking locations throughout the States of Arkansas, Texas, Tennessee,  
Louisiana and Oklahoma.  The majority of these offices are owned by the  
respective subsidiary and affiliate banks. 
 
    For information regarding lease commitments, See Note 15, Commitments and  
Contingencies, of the Notes to the Consolidated Financial Statements in the  
Company's 1995 Annual Report, which note is incorporated herein by reference. 
 
 
Item 3. LEGAL PROCEEDINGS 
        ----------------- 
 
AEARTH DEVELOPMENT, INC., v. FIRST COMMERCIAL BANK, N.A. 
-------------------------------------------------------- 
    First Commercial Bank, N.A., a wholly owned subsidiary of Registrant, has  
been the defendant in litigation initiated in 1989 seeking approximately  
$200,000,000 in compensatory damages plus punitive damages.  Plaintiffs in the  
litigation alleged fraudulent conspiracy, fraudulent misrepresentation,  
tortious interference with a business expectancy, breach of contract, willful  
breach of fiduciary duty, interference with performance of contract, securities
law violations, conversion, prima facie tort and violations of the Federal  
Racketeer Influenced and Corrupt Organizations Act as a basis for trebled  
damages.  In June of 1991, the matter was tried before a chancery judge in  
Chancery Court in Pulaski County, Arkansas, and on June 5, 1992, the complaint  
was dismissed and no damages were assessed against First Commercial Bank, N.A. 
Plaintiffs appealed this decision to the Supreme Court of Arkansas in July of  
1992 alleging error for failure to try the case before a jury in Circuit Court. 
On July 18, 1994, the Supreme Court of Arkansas remanded the case to Circuit 
Court in Pulaski County, Arkansas, for jury trial.  A jury trial was held,  
which concluded March 13, 1996, with the jury awarding plaintiffs a total of  
 
                                      11 
<PAGE> 
$12.5 million compensatory damages and $10.0 million punitive damages.  The  
trial court has not yet entered a judgment on the verdict, but management of  
the Company and First Commercial Bank, N.A., intend to vigorously pursue an  
appeal of any judgment not in favor of First Commercial Bank, N.A.  The  
ultimate legal and financial liability of the Company in connection with this  
matter cannot be estimated with certainty, but management, based on the advice  
of legal counsel that any judgment entered on the verdict will be reversed and  
dismissed in whole or in part or a new trial ordered in whole or in part,  
believes that the impact of this matter will not have a materially adverse  
effect on the Company's financial position.  However, if any substantial loss  
were to occur as a result of this litigation it could have a material adverse  
impact upon results of operations in the fiscal quarter or year in which it  
were to be incurred, but the Company cannot estimate the range of any  
reasonably possible loss. 
 
 
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
        --------------------------------------------------- 
 
    No information is required in response to this Item as no matters were  
submitted to a vote of Registrant's security holders during the fourth quarter  
of the fiscal year covered by this report. 
 
 
                                    PART II 
 
 
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 
        ------------------------------------------------------------ 
        MATTERS 
        ------- 
 
    The information required by Item 201 of Regulation S-K is contained in the  
Management's Discussion & Analysis Section of the Company's 1995 Annual Report  
under the heading "Dividend Policy", which information is incorporated herein  
by reference. 
 
    For information on dividend restrictions see Note 4, Pledged Assets and  
Regulatory Restrictions, and Note 10, Long-term Debt, of the Notes to  
Consolidated Financial Statements in the Company's 1995 Annual Report, which  
notes are incorporated herein by reference. 
 
 
Item 6. SELECTED FINANCIAL DATA 
        ----------------------- 
 
    The information required by Item 301 of Regulation S-K is contained in the  
Management's Discussion & Analysis Section of the Company's 1995 Annual Report  
under the heading "Six-Year Financial Summary", which information is  
incorporated herein by reference. 
 
 
 
 
 
 
 
 
                                      12 
<PAGE> 
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        --------------------------------------------------------------- 
        RESULTS OF OPERATIONS 
        --------------------- 
 
    The information required by Item 303 of Regulation S-K is contained in the  
Company's 1995 Annual Report on pages 13 through 29, which information is  
incorporated herein by reference. 
 
 
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 
        ------------------------------------------- 
 
    The information required by this Item and by Item 302 of Regulation S-K is  
contained in the Company's 1995 Annual Report on pages 30 through 52 and in the
Management's Discussion & Analysis Section under the heading "Selected  
Quarterly Operating Results", respectively, which information is incorporated  
herein by reference. 
 
 
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        --------------------------------------------------------------- 
        FINANCIAL DISCLOSURE 
        -------------------- 
 
    No information is required in response to this Item. 
 
 
                                   PART III 
 
 
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 
         -------------------------------------------------- 
 
    The information required by Item 401 of Regulation S-K is contained in the  
Company's 1996 Proxy Statement under the headings "Election of Directors" and  
"Other Information" on pages 3 through 6, which information is incorporated  
herein by reference.  The information required by Item 405 of Regulation S-K is
contained in the Company's 1996 Proxy Statement under the heading "Compliance  
with Section 16(a) of the Securities Exchange Act of 1934" on page 13, which  
information is incorporated herein by reference. 
 
    The information concerning the executive officers of the Registrant is  
contained in Part I, Item 1, of this report under the caption "Executive  
Officers of the Company." 
 
 
Item 11. EXECUTIVE COMPENSATION 
         ---------------------- 
 
    The information required by Item 402 of Regulation S-K is contained in the  
Company's 1996 Proxy Statement under the headings "Compensation of Directors  
and Executive Officers," "First Commercial Corporation's 1995 Compensation  
Committee Report on Executive Compensation," and "Stock Performance Chart" on  
pages 7 through 12, which information is incorporated herein by reference. 
 
 
 
                                      13 
<PAGE> 
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
         -------------------------------------------------------------- 
 
    The information required by Item 403 of Regulation S-K is contained in the  
Company's 1996 Proxy Statement under the headings "Principal Holders of Shares"
and "Election of Directors" on pages 2 through 6, which information is  
incorporated herein by reference. 
 
 
                                    PART IV 
 
 
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
         ---------------------------------------------- 
 
    The information required by Item 404 of Regulation S-K is contained in the  
Company's 1996 Proxy Statement under the headings "Compensation Committee  
Interlocks and Insider Participation" and "Transactions with Management and  
Others" on pages 9 and 13, respectively, which information is incorporated  
herein by reference. 
 
 
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: 
                                                                      Page 
                                                                    Number(*) 
                                                                    --------- 
          Reports of Management and Independent Auditors               30 
 
          Consolidated Statements of Income for the Years Ended 
            December 31, 1995, 1994 and 1993                           31 
 
          Consolidated Balance Sheets as of December 31, 1995 
            and 1994                                                   32 
 
          Consolidated Statements of Stockholders' Equity for the 
            Years Ended December 31, 1995, 1994 and 1993               33 
 
          Consolidated Statements of Cash Flows for the Years 
            Ended December 31, 1995, 1994 and 1993                     34 
 
          Notes to Consolidated Financial Statements                35 - 52 
 
       (*) Page numbers refer to the Company's 1995 Annual Report, which pages 
           are incorporated herein by reference. 
 
       (2) Financial Statement Schedules: 
 
          All schedules are omitted for the reasons that they are not 
          required or are not applicable, or the required information is 
          shown in the consolidated financial statements or the notes 
          thereto. 
 
 
                                      14 
<PAGE> 
       (3) Executive Compensation Plans and Arrangements: 
 
          1987 Incentive and Non-Qualified Stock Option Plan, as amended (filed 
          as Exhibit 10(a) hereto.) 
 
          Non-Qualified Deferred Compensation Plan (filed as Exhibit 10(b) 
          hereto.) 
 
          Supplemental Executive Retirement Plan for C. Barnett Grace (filed as 
          Exhibit 10(c) hereto.) 
 
    (b) Reports on Form 8-K: 
 
       During the period covered by this report, Registrant filed two reports 
       on Form 8-K.  A report dated November 30, 1995, as amended by a report  
       on Form 8-K/A filed January 30, 1996, disclosed under Item 5 that the 
       Company had completed the acquisition of FDH Bancshares, Inc., and  
       West-Ark Bancshares, Inc.  In addition, the Company prepared pro forma  
       financial statements reflecting the acquisitions and filed such  
       information as Exhibit 99 to such report on Form 8-K.  Another report on
       Form 8-K, dated March 13, 1996, was filed by the Company to disclose  
       under Item 5 that a jury found against First Commercial Bank, N.A., a  
       subsidiary of the Company, in a trial held in Circuit Court in Pulaski  
       County, Arkansas. 
 
(c) Exhibits: 
 
       The exhibits required to be filed by Item 601 of Regulation S-K  
       are submitted as a separate section of this report under the caption 
       "Index to Exhibits." 
 
    (d) Financial Statement Schedules: 
 
       Not applicable. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                      15 
<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 CORPORATION 
 
 
 
                                       By: /s/ Barnett Grace 
                                          ------------------------- 
                                           Barnett Grace 
                                           Chairman of the Board 
Date:  March 28, 1996 
 
    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  
Registrant and in the capacities and on the dates indicated. 
 
          SIGNATURE                         TITLE                    DATE      
 
/s/ Barnett Grace             Chairman of the Board, President, March 28, 1996 
----------------------------  Chief Executive Officer and  
    Barnett Grace             Director (Principal Executive  
                              Officer) 
 
/s/ J. Lynn Wright            Chief Financial Officer           March 28, 1996 
----------------------------  (Principal Financial and 
    J. Lynn Wright             Accounting Officer) 
 
                              Director                          March 28, 1996 
---------------------------- 
   John W. Allison 
 
                              Director                          March 28, 1996 
---------------------------- 
   Truman Arnold 
 
/s/ William H. Bowen          Director                          March 28, 1996 
---------------------------- 
   William H. Bowen 
 
                              Director                          March 28, 1996 
---------------------------- 
   Peggy Clark     
 
/s/ Robert G. Cress           Director                          March 28, 1996 
---------------------------- 
   Robert G. Cress 
 
/s/ Cecil W. Cupp, Jr.        Director                          March 28, 1996 
---------------------------- 
   Cecil W. Cupp. Jr. 
 
 
 
 
                                      16 
<PAGE> 
 
                              Director                          March 28, 1996 
---------------------------- 
   Frank D. Hickingbotham 
 
                              Director                          March 28, 1996 
---------------------------- 
   Walter E. Hussman, Jr. 
 
/s/ Frederick E. Joyce, M.D.  Director                          March 28, 1996 
---------------------------- 
   Frederick E. Joyce, M.D. 
 
                              Director                          March 28, 1996 
---------------------------- 
   Jack G. Justus 
 
/s/ William M. Lemley         Director                          March 28, 1996 
---------------------------- 
   William M. Lemley 
 
/s/ Charles H. Murphy, Jr.    Director                          March 28, 1996 
---------------------------- 
   Charles H. Murphy, Jr. 
 
                              Director                          March 28, 1996 
---------------------------- 
   Michael W. Murphy 
 
/s/ William C. Nolan, Jr.     Director                          March 28, 1996 
---------------------------- 
   William C. Nolan, Jr. 
 
/s/ Sam C. Sowell             Director                          March 28, 1996 
---------------------------- 
   Sam C. Sowell 
 
/s/ Paul D. Tilley            Director                          March 28, 1996 
---------------------------- 
   Paul D. Tilley 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                      17 
<PAGE> 
                                Index to Exhibits 
 
Exhibit Number                            Exhibit                          
--------------  ---------------------------------------------------------- 
     3(a)*      Company's Second Amended and Restated Articles of 
                Incorporation, as amended (3.1 in 33-33529). 
 
     3(b)*      Articles of Amendment to the Company's Second Amended and 
                Restated Articles of Incorporation, as amended (3 in 
                Form 8-K dated September 18, 1990, in 0-9676). 
 
     3(c)*      Articles of Amendment to the Company's Second Amended and 
                Restated Articles of Incorporation, as amended (4.3 in 
                33-39084). 
 
     3(d)*      Articles of Amendment to the Company's Second Amended and 
                Restated Articles of Incorporation, as amended (3(I) in 
                Form 10-Q for the quarter ended September 30, 1993, 
                in 0-9676). 
 
     3(e)*      Company's Bylaws as currently in effect (3(d) in Form 10-K 
                for the fiscal year ended December 31, 1991, in 0-9676). 
 
    10(a)*      1987 Incentive and Non-Qualified Stock Option Plan, as 
                amended (10(c) in Form 10-K for the fiscal year ended 
                December 31, 1992, in 0-9676). 
 
    10(b)*      Non-Qualified Deferred Compensation Plan, as amended (10(b) 
                in Form 10-K for the fiscal year ended December 31, 1994, 
                in 0-9676). 
 
    10(c)       Supplemental Executive Retirement Plan for C. Barnett Grace 
 
    11          Computation of Earnings per Common Share. 
 
    13          Company's Annual Report to Shareholders for the 
                fiscal year ended December 31, 1995. 
 
    21          Subsidiaries of Registrant. 
 
    23(a)       Consent of Ernst & Young LLP. 
 
    23(b)       Consent of KPMG Peat Marwick LLP. 
 
    23(c)       Consent of Baird, Kurtz & Dobson LLP (to be filed by 
                amendment.) 
 
    27          Financial Data Schedule 
 
    99(a)       Report of KPMG Peat Marwick LLP. 
 
    99(b)       Annual Report on Form 11-K for Stock Purchase Plan for employees
                of First Commercial Corporation (to be filed by amendment.) 
---------- 
*  Document has been previously filed with the Securities and Exchange 
   Commission and is incorporated herein by reference. (Exhibit numbers and 
   file numbers appear in parenthesis.)