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Exhibit 10.5
 First Commerce Bank
Supplemental Executive Retirement Plan
 PARTICIPATION AGREEMENT
 William B.
Marsh
  December 15,
2005
  Definitions
 Plan
 Incorporation of Plan Exhibit
A
 Effective Date of Participation December 15, 2005
 Normal Retirement Age.
 Year of Participation
 Prohibition Against Funding.




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8.
    
    Provisions Related to SERP Benefit.
 (a)
    
    SERP Benefit. The SERP Benefit for the Participant
shall be an annual benefit of $50,000for a period not to exceed
fifteen (15) calendar years.(b)
    
    Vesting. Participant shall vest in their Accrued SERP
Benefit based on the following schedule:
 Participants
    
    Percentage (%) vested inYears of Participation
    
    Participant's Accrued SERP Benefit1
    
    
    0
    %2
    
    
    20
    %3
    
    
    40
    %4
    
    
    60
    %5
    
    
    80
    %6
    
    
    100
    %
 (c)
    
    Early Retirement. Notwithstanding anything to the
contrary contained herein, in the event Participant elects Early Retirement,
Participant shall be eligible to receive one-hundred percent 100% of their
Accrued SERP Benefit. The aforementioned Early Retirement benefit shall be
payable in a lump sum distribution as soon as administratively feasible
following Participants termination. For purposes of this Agreement, Early
Retirement shall mean Participants termination of employment with the
Employer prior to the Participants attainment of sixty-five (65) years of age
and subsequent to the Participants attainment of sixty (60) years of age.In the event Participant terminates their employment with the Employer prior
to attaining sixty (60) years of age, Participant shall only be entitled to
the vested portion of their Accrued SERP Benefit as provided for in
subsection (b) hereinabove. Such benefit shall be distributed to Participant
in a single lump sum distribution as soon administratively feasible following
Participants termination of employment with the Employer.(d)
    
    Change of Control. A Participant shall be one-hundred
percent (100%) vested in their SERP Benefit upon a Change of Control, as
provided for herein. Upon Change of Control, the payment of Participants SERP
Benefit determined hereunder, shall not be distributed to Participant or their
Beneficiary until the Participants employment with the Employer terminates.
Upon Participants termination, such SERP Benefit shall be




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paid out in a lump sum distribution to Participant, or their Beneficiary, as
soon as administratively feasible.(e)
    
    Form of SERP Benefit Payment. The annual SERP Benefit
shall be paid in equal monthly installments as of the first day of each
calendar month for fifteen (15) years following the Participants Normal
Retirement. The monthly distributions in any given year in which a SERP
Benefit is distributed, shall be equal to one-twelfth of the above-described
SERP Benefit each year for a total of fifteen (15) years. The above-described
SERP Benefit Payment will be contingent on the participant being a Specified
Employee as defined in Article IV, Section 4.3.(f)
    
    Post Retirement Death Benefit. Participants SERP
Benefit shall be payable for fifteen (15) years. In the event that the
Participant dies during the fifteen (15) year SERP Benefit distribution period,
your Beneficiary, as designated pursuant to this Participation Agreement, will
continue to receive the balance of the remaining SERP Benefit distributions, up
to and including, the distribution in year fifteen (15). All SERP Benefit
distributions shall cease after the 180th distribution.(g)
    
    Pre-Retirement Death Benefit Distribution. In the
event of Participants death prior to Normal Retirement, such Participants
Beneficiary(ies) shall be entitled to a Pre-Retirement Death Benefit equal to
the Accrued SERP Benefit. This Pre-Retirement Death Benefit shall be
distributed to Participants Beneficiary(ies): (1) in a lump sum amount as soon
as administratively feasible upon Employer notification; or (2) through monthly
installments equal to one-twelfth of the Normal Retirement SERP Benefit each
year for a total of fifteen (15) years. Such Pre-Retirement Death Benefit
distribution method shall be pursuant to Participants Beneficiary(ies)
election. In the event Participants Beneficiary(ies) fails to make a timely
distribution election, the automatic form of distribution shall be a lump sum
amount.(h)
    
    Disability. A Participant shall be one-hundred percent
(100%) vested in their Accrued SERP Benefit upon Disability, as provided for
herein. For purposes of this Plan, a Participant shall be considered disabled
if the Participant is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the participants employer, or as defined
by law.
 9.
    
    General Provisions
 (a)
    
    No Assignment.




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No benefit under the Participation Agreement shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any such action shall be void for all purposes of
the Participation Agreement. No benefit shall in any manner be subject to
the debts, contracts, liabilities, engagements, or torts of any person, nor
shall it be subject to attachments or other legal process for or against any
person, except to such extent as may be required by law.(b)
    
    Headings.The headings contained in the Participation Agreement are inserted only as a
matter of convenience and for reference and in no way define, limit, enlarge,
or describe the scope or intent of this Plan nor in any way shall they affect
this Participation Agreement or the construction of any provision thereof.(c)
    
    Terms.Capitalized terms shall have meanings as defined herein. Singular nouns
shall be read as plural, masculine pronouns shall be read as feminine, and
vice versa, as appropriate.(d)
    
    Successors.This Participation Agreement shall be binding upon each of the parties and
shall also be binding upon their respective successors the Employers
assigns.(e)
    
    Amendments.This Participant Agreement may not be modified or amended except by a duly
executed instrument in writing signed by the Employer and the Participant.




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PARTICIPANT:
    
    FIRST COMMERCE BANK:William B. Marsh
    
    
    
    By:Title:Signature of ParticipantATTESTED:
    
    ATTESTED:By:
    
    
    
    
    
    By:Title:
    
    
    
    
    
    Title:




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LIST OF COLLATERAL DOCUMENTS
 EXHIBIT A
 FIRST COMMERCE BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 EXHIBIT B
 FIRST COMMERCE BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 BENEFICIARY DESIGNATION




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EXHIBIT B
 FIRST COMMERCE BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 BENEFICIARY DESIGNATION
 December 15, 2005
 Primary Beneficiary:Secondary Beneficiary:
  SignatureWilliam B. MarshPrinted Name of ParticipantDated: