Exhibit 10.3
                    
                    FIRST COMMERCE CORPORATION
               RETIREMENT BENEFIT RESTORATION PLAN


     WHEREAS,  First  Commerce  Corporation  (the  "Company")  adopted
effective  January 1, 1994, the "First Commerce Corporation Retirement
Benefit Restoration  Plan  ("Plan"),  which Plan is designed to pay to
each eligible employee the difference between (1) the benefit that the
employee would have received under the  Retirement  Plan for Employees
of  First Commerce Corporation (the "Retirement Plan")  if  his  total
earnings (other than the portion of any bonus in excess of 30% of base
pay)  were  taken into account and there were no limits under Internal
Revenue Code  Sections  401(a)(17)  and  415,  and  (2) the benefit he
actually receives under the Retirement Plan; and

     WHEREAS, the Company, represented by its Chief Executive Officer,
acting by authority of its Board of Directors, desires  to provide for
benefits to an employee whose employment terminates after  a change of
control  of  the  Company,  and who would otherwise be ineligible  for
benefits under both the Plan  and  the  Retirement Plan because of not
being vested under the Retirement Plan;

     NOW, THEREFORE, effective January 1, 1996, the Company amends and
restates the Plan to read in is entirety as follows:

Section 1. Definitions.

     For purposes only of this plan, the Plan and the Retirement Plan:

     a.   An "Employee" is any person employed by an Employer.

     b.   An  Employee's "Retirement Plan  Compensation"  for  a  year
shall  be the same  as  his  Compensation  for  that  year  under  the
Retirement Plan as then written.

     c.   An  Employee's  "Total Compensation" for a year shall be the
same as his Retirement Plan  Compensation  for  that year, except that
the  dollar  limitation  required  by  Internal Revenue  Code  Section
401(a)(17)  to  be imposed on Retirement Plan  Compensation  shall  be
ignored.

     d.   An Employee's  "Excess  Compensation"  for any year shall be
the difference between his Total Compensation and  his Retirement Plan
Compensation for that year.

     Any  capitalized  term  used in this Plan document  that  is  not
defined herein but is defined  in  the  Retirement  Plan  document, as
amended,  shall  have  the  same  meaning  as  is  given  to it in the
Retirement Plan document, as amended.

     Additional definitions appear in the Appendix.

Section 2. Participation.

     Every participant in the Retirement Plan who in 1993 or  any year
thereafter receives Excess Compensation of $1,000 or more shall become
a  participant  in  the  Plan ("Participant") upon such person's Entry
Date if still an Employee  on  that  date.  A person's "Entry Date" is
the latest of (a) January 1, 1994, (b)  the  last  day  of the year in
which such person becomes fully vested under the Retirement  Plan,  or
(c)  the  last  day  of the first year in which such person has Excess
Compensation of $1,000 or more; provided, however, that the Entry Date
of an Employee has met  the  requirements  under  (a) and (c), but not
under (b) shall be the date on which a Change of Control occurs.

Section 3. Payment of Benefit.

     a.   The  benefit payable under the Plan shall be  known  as  the
"Restoration Benefit".

     b.  The Restoration Benefit shall be paid in the same form and at
the same time as  the  benefit  paid  to  the  Participant  under  the
Retirement Plan.

     c.   If  no  benefit is payable under the Retirement Plan because
the Participant is  not  vested  under  that  plan,  a  benefit  shall
nevertheless  be  payable  under  the  Plan if a Change of Control has
occurred  and  the  Participant's  Termination  of  Employment  occurs
involuntarily  and  without Cause, or  voluntarily  for  Good  Reason,
within 24 months following the Change of Control.  The benefit in that
event shall be payable  beginning  the  month after the Termination of
Employment, in the form of a Life Annuity,  if the Participant is then
unmarried, or in the form of a Qualified Joint  and  Survivor Annuity,
if  the Participant is then married.  The terms "Change  of  Control",
"Cause" and "Good Reason" are defined in the Appendix.

Section 4. Amount of the Benefit.

     a.   Unless Paragraph (c) of Section 3 applies, the amount of the
Restoration Benefit shall be equal to A minus B, where

     "A" =  The  benefit that the Participant would have received
     under the Retirement  Plan  if (1) Total Compensation rather
     than Retirement Plan Compensation were used to calculate his
     Accrued Benefit with respect  to  each year of participation
     in   the  Retirement  Plan,  and  (2) the   annual   benefit
     limitations under Code Section 415 did not apply.

     "B" =  The  benefit  that  the Participant actually receives
     under the Retirement Plan.

     b.  If Paragraph (c) of Section  3  applies,  the  amount  of the
Restoration Benefit shall be equal to the benefit that the Participant
would  have  received  under  the  Retirement  Plan if (1) he had been
vested under the Retirement Plan, (2) Total Compensation  were used to
calculate   his   Accrued   Benefit  with  respect  to  each  year  of
participation  in the Retirement  Plan,  and  (3) the  annual  benefit
limitations under Code Section 415 did not apply.

Section 5. Survivor Benefit.

     a.  The provisions  of this Paragraph (a) apply if the provisions
of Paragraph (c) of Section  3  do  not  apply.   Upon a Participant's
death  no  benefit shall be paid under the Plan unless  a  benefit  is
payable to a  surviving  annuitant or beneficiary under the Retirement
Plan.   The  amount  of the benefit  payable  to  the  beneficiary  or
surviving annuitant under  the  Plan  shall be equal to the difference
between the benefit that would have been  paid  under  the  Retirement
Plan if Total Compensation had been taken into account and there  were
no  annual  benefit  limit,  and  the  benefit actually paid under the
Retirement Plan.  The benefit shall be paid to the same person, in the
same form, and for the same term as the  benefit  under the Retirement
Plan.

     b.  The provisions of this Paragraph (b) apply  if the provisions
of Paragraph (c) of Section 3 do apply.  If the Participant dies after
his  termination  of  employment  the  only  death benefit will  be  a
survivor  annuity  if  the Participant was married  when  the  benefit
commenced (and therefore  entitled  to  a Qualified Joint and Survivor
Annuity under Paragraph 3(b)) and the spouse  to  whom the Participant
was married when the annuity began survived the Participant.   If  the
Participant  dies  before  his termination of employment survived by a
spouse, the surviving spouse  shall  receive a Qualified Preretirement
Survivor Annuity equal to the amount the  spouse  would  have received
under  the  Retirement  Plan if the Participant had been vested  under
that plan.  No other death benefit shall be paid under the Plan.

Section 6. Company's Obligation

     The Company and the  Participant's Employer or Employers shall be
responsible to pay the benefits provided for in this Plan.

Section 7. Plan Administration.

     a.   The  Director  of  Human   Resources   of   First   Commerce
Corporation shall be the Plan Administrator.

     b.   The  Plan  Administer  may  appoint  such agents, attorneys,
accounts, and actuaries as may be required to administer the Plan.

     c.   The   Plan  Administrator  shall  make  all   decisions   in
connection with the  administration  of  the Plan, including decisions
concerning eligibility to participate and  amounts  of  benefits.  The
Plan  Administrator  shall  have  the sole authority to interpret  the
Plan, and all of its decisions shall  be  final  and  binding  on  all
persons affected thereby.

Section 8. Assignment.

     To   the   extent  that  a  Participant,  survivor  annuitant  or
beneficiary acquires  a  contractual  right  to  receive a Restoration
Benefit,  such  right  shall  not  be  subject  to assignment,  pledge
(including collateral for a loan or security for the performance of an
obligation), encumbrance or transfer.  Any attempt  to assign, pledge,
encumber or transfer such rights shall not be recognized.

Section 9. Amendment and Termination.

     The Company, through its Board of Directors or any person to whom
it  has  delegated  the power, reserves the right to amend  the  Plan,
including  discontinuing   further   accrual  of  benefits  hereunder,
provided that no such amendment shall  reduce  a Participant's already
accrued Restoration Benefit or affect the vesting  of  the Restoration
Benefit.  The Company also reserves the right to terminate the Plan at
any  time and distribute to all Participants the Actuarial  Equivalent
of their Restoration Benefit earned to that date.

Section 10. Governing Law.

     The Plan shall be governed by the laws of the State of Louisiana.

Section 11. Funding.

     Participants, surviving annuitants and beneficiaries have only an
unsecured  right  to  receive  their  Restoration Benefits, as general
creditors of their Employers and the Company.   The  company, however,
has  undertaken  to fund its obligations through a Retirement  Benefit
Restoration Trust,  to  which  it  may make contributions from time to
time.  Assets of the Trust are subject  to  the  payment  of claims of
general creditors of the Company or any Employer upon the Company's or
Employer's insolvency.  The Company's and Employers' obligations under
the Plan are not limited to the amount in the Trust.

Section 12. Demand for Benefit.

     Benefits upon termination of employment shall ordinarily  be paid
to  a  Participant  without  the  need  for demand, and to a surviving
annuitant or beneficiary upon receipt of  the  surviving  annuitant or
beneficiary's  address  and  Social  Security number (and evidence  of
death, if needed).  Nevertheless, a Participant  or  a person claiming
to  be  a  surviving  annuitant  or beneficiary can file a  claim  for
benefits with the Plan Administrator.   The  Plan  Administrator shall
accept  or  reject  the claim within 30 days of its receipt.   If  the
claim is denied, the  Plan  Administrator  shall  give  the reason for
denial  in  a  written  notice  calculated  to  be  understood by  the
claimant, referring to the Plan provisions that form  the basis of the
denial.   If  any  additional information or material is necessary  to
perfect the claim, the  Plan  Administrator  will identify these items
and explain why such additional material is necessary.   If  the  Plan
Administrator  neither  accepts  nor rejects the claim within 30 days,
the claim shall be deemed to be denied.   Upon  the denial of a claim,
the claimant may file a written appeal of the denied claim to the Plan
Administrator within 60 days of the denial.  The  claimant  shall have
the  opportunity  to  be represented by counsel and to be heard  at  a
hearing.  The claimant  shall have the opportunity to review pertinent
documents and the opportunity  to  submit issues and argue against the
denial in writing.  The decision upon the appeal must be made no later
than the later of (a) 60 days after receipt of the request for review,
or (b) 30 days after the hearing.  The  Plan  Administrator must set a
date for such a hearing within 30 days after receipt  of  the  appeal.
In  no  event  shall the date of the hearing be set later than 60 days
after receipt of  the  notice.   If  the  appeal is denied, the denial
shall be in writing.  If an initial claim is  denied, and the claimant
is  ultimately successful, all subsequent reasonable  attorney's  fees
and costs  of  claimant,  including  the filing of the appeal with the
Plan Administrator, and any subsequent  litigation,  shall  be paid by
the  Employer  unless the failure of the Employer to pay is caused  by
reasons beyond its control, such as insolvency or bankruptcy.

Thus done and signed  on this 31st day of January, 1997, in the
presence of the undersigned competent witnesses.

WITNESSES:                    FIRST COMMERCE CORPORATION


/s/  Witness                  By:  /s/  Ian Arnof
------------                       --------------
                              
/s/  Witness                  Title:  Chief Executive Officer
------------                          -----------------------

Adoption of Amendment Recommended

/s/  Director of Human Resources
--------------------------------
     Director of Human Resources



                          ACKNOWLEDGMENT


STATE OF LOUISIANA
PARISH OF ORLEANS


     BEFORE ME, the undersigned Notary Public, personally came and
appeared Ian Arnof, who being by me sworn did depose and state
that he signed the foregoing restated Retirement Benefit Restoration
Plan document as a free act and deed on behalf of First Commerce
Corporation for the purpose therein set forth.


                                        /s/  Ian Arnof
                                        --------------

SWORN TO AND SUBSCRIBED
BEFORE ME THIS 31st DAY
OF January, 1997.

/s/  Notary Public
------------------
     Notary Public

Joyce L. Schenewerk
Notary Public
State of Louisiana, Parish of Orleans
My commission is issued for life

                           
                           
                           APPENDIX TO

                    FIRST COMMERCE CORPORATION
               RETIREMENT BENEFIT RESTORATION PLAN

   (As restated in September, 1996, effective January 1, 1996)



1.   Change of Control.  "Change of Control" means

     a.  The acquisition by any individual, entity or group within the
     meaning  of  Section  13(d)(3)  or  14(d)(2)  of  the  Securities
     Exchange  Act  of 1934, as amended (the "34 Act")(a "person")  of
     beneficial ownership  (within the meaning of Rule 13d-3 under the
     34  Act)  of  40%  or more  of  either  (i)  the  Company's  then
     outstanding  common  stock  ("Outstanding  Stock")  or  (ii)  the
     combined voting power  of  its then outstanding voting securities
     entitled  to  vote  generally  in   the   election  of  directors
     ("Outstanding Voting Securities") other than  any acquisition (i)
     by  any  employee  benefit plan (or related trust)  sponsored  or
     maintained by the Company  or any entity controlled by it or (ii)
     by  any  entity pursuant to a  transaction  which  complies  with
     Section 2(c)(i), (ii) or (iii); or

     b. Individuals  who  as  of  the date hereof constitute the Board
     (the "Incumbent Board") cease  for  any  reason  to constitute at
     least a majority thereof; provided, however, that  any individual
     becoming a director subsequent to the date hereof whose  election
     or  nomination  was approved by a vote of at least a majority  of
     the  directors then  comprising  the  Incumbent  Board  shall  be
     considered  as  a member of the Incumbent Board unless his or her
     initial assumption  of  office occurs as a result of an actual or
     threatened contest with respect  to  the  election  or removal of
     directors or other actual or threatened solicitation  of  proxies
     by or on behalf of a Person other than the Board; or

     c.  Consummation  of  a  reorganization, merger or consolidation,
     share  exchange  or  sale  or   other   disposition   of  all  or
     substantially  all  of  the  Company's  assets  (a "Combination")
     unless immediately thereafter (i) all or substantially all of the
     beneficial owners of the Outstanding Stock and Outstanding Voting
     Securities  immediately  prior  to such Combination  beneficially
     own, directly or indirectly, more  than 50% of, respectively, the
     then outstanding shares of common stock  and  the combined voting
     power of the then outstanding voting securities  entitled to vote
     generally in the election of directors, as the case  may  be,  of
     the  entity  resulting  from such Combination (including, without
     limitation, an entity which  as a result of such transaction owns
     the Company or all or substantially  all  of  its  assets  either
     directly  or  through  one or more subsidiaries) in substantially
     the same proportions as their ownership immediately prior to such
     Combination  of  the Outstanding  Stock  and  Outstanding  Voting
     Securities, as the  case  may  be,  (ii) no Person (excluding any
     entity resulting from such Combination  or  any  employee benefit
     plan (or related trust) of the Company or such resulting  entity)
     beneficially  owns,  directly  or  indirectly,  20%  or  more of,
     respectively, the then outstanding shares of common stock  of the
     resulting  entity  or  the  combined  voting  power  of  the then
     outstanding voting securities of such entity except to the extent
     that such ownership existed prior to the Combination and (iii) at
     least a majority of the members of the board of directors  of the
     resulting entity were members of the Incumbent Board at the  time
     of the execution of the initial agreement or of the action of the
     Board providing for such Combination; or

2.   Cause.  "Cause" means

     a.   Participant's  willful  and  continued  failure  to  perform
     substantially  his  duties (other than any such failure resulting
     from incapacity due to  physical  or  mental  illness),  after  a
     written demand for substantial performance is delivered to him by
     the  Board  or  the  Chief Executive Officer of the Company which
     specifically identifies  the  manner  in which the Board or Chief
     Executive  Officer  believes  that  he  has   not   substantially
     performed his duties, or

     b.  Participant's  willful engaging in illegal conduct  or  gross
     misconduct.

No  act  or  failure  to act,  on  the  Participant's  part  shall  be
considered "willful" unless  it is done, or omitted to be done, by him
in bad faith or without reasonable  belief that his action or omission
was in the Company's best interests.   Any  act,  or  failure  to act,
based  upon  authority given pursuant to a resolution of the Board  or
instructions of the Chief Executive Officer or a senior officer of the
Company or the advice of counsel for the Company shall be conclusively
presumed to be in good faith and in the Company's best interests.  The
cessation of Participant's  employment  shall  not be deemed to be for
Cause unless and until there shall have been delivered  to  him a copy
of  a  resolution  duly  adopted  by  the vote of not less than three-
quarters of the entire membership of the Board at a meeting called and
held for such purpose (after reasonable  notice  is  provided  to  the
Participant  and he is given an opportunity, together with counsel, to
be heard before  the  Board),  finding that, in the Board's good faith
opinion,  the  Participant  is guilty  of  the  conduct  described  in
subparagraph (i) or (ii) above, and specifying the particulars thereof
in detail.

3.   Good Reason.  "Good Reason" means:

     a. the Company providing assignments that in any material respect
     are  inconsistent  with  or   result   in  a  diminution  of  the
     Participant's position, authority, duties  and  responsibilities,
     excluding an isolated, insubstantial and inadvertent  action  not
     taken  in bad faith and which is remedied by the Company promptly
     after receipt of notice thereof given by the Participant;

     b. a reduction  of  the  Participant's  compensation and benefits
     package  for  reasons  other than an across-the-board  reduction,
     other than an isolated, insubstantial and inadvertent failure not
     occurring in bad faith and  which  is  remedied  by  the  Company
     promptly   after   receipt   of   notice  thereof  given  by  the
     Participant;

     c.  the Company's requiring him to be  based  at  any  office  or
     location   other   than   the  location  where  he  was  employed
     immediately preceding the Change  of  Control,  or  any office or
     location within the State of Louisiana during the 13-month period
     beginning on the date of the Change of Control and less  than  35
     miles   from  the  location  where  he  was  previously  employed
     (provided  that,  in the case of any relocation, the Company pays
     all  of  Participant's   expenses   reasonably  related  to  such
     relocation),  or to travel on Company business to a substantially
     greater extent than reasonably required  for  the  performance of
     his duties;

Any good faith determination of "Good Reason" made by the  Participant
shall  create  a  rebuttable  presumption  that  "Good Reason" exists.
Anything  in  this  Agreement  to  the  contrary  notwithstanding,   a
termination by the Participant for any reason during the 30-day period
immediately  following  the first anniversary of the Change of Control
shall be deemed to be a termination  for  Good Reason for all purposes
of this Agreement.

                 
                 
                 FIRST COMMERCE CORPORATION
            RETIREMENT BENEFIT RESTORATION PLAN

                         AMENDMENT


     WHEREAS,  First Commerce Corporation (the "Company") adopted
effective  January   1,   1994  the  First  Commerce  Corporation
Retirement  Benefit Restoration  Plan  ("Plan"),  which  Plan  is
designed to supplement the Retirement Plan for Employees of First
Commerce Corporation (the "Retirement Plan"); and

     WHEREAS,  the  Company reserved the right to amend the Plan,
and now desires to amend  the  Plan  to provide generally for the
payment of benefits under similar supplemental benefit plans when
required pursuant to a corporate merger,  and  to provide for one
such plan in particular;

     WHEREAS, the Director of Human Resources has determined that
the amendment does not require approval of the Company's board of
directors because any increase in the cost of the  Plan resulting
from the amendment is pursuant to the corporate merger  that  has
already been approved by the board;

     NOW, THEREFORE, effective August 1, 1996, the Plan is hereby
amended as follows:

                             I.

     Section  9  of the Plan document is hereby amended by adding
thereto the following:

     In the event  of  a  corporate  merger  under which the
     Company   assumes  obligations  under  a  non-qualified
     supplemental  retirement  plan  (similar  to this Plan)
     that  had  been  sponsored  by  the  formerly-unrelated
     employer, the benefit obligations under such employer's
     plan may be transferred to this Plan.   The obligations
     shall  be  transferred to this Plan by adoption  of  an
     Amendment which  incorporates into the Plan an Addendum
     describing  said  benefit.    Any   such   transfer  of
     liabilities   to   this   Plan   shall   terminate  the
     obligations of the Company and all Employers  under the
     plan of the formerly-unrelated employer.



                            II.


     There is hereby added to the Plan, effective August  1, 1996
the  attached  Addendum  describing  the benefits of participants
under the Restoration Retirement Plan for Certain Participants in
the Retirement Plan for Employees for Central Bank.

     THUS DONE AND SIGNED on this 9th day of July, 1997 in the
presence of the undersigned competent witnesses.

WITNESSES:                      FIRST COMMERCE CORPORATION


/s/ Witness                     BY /s/ Ian Arnof                    
-----------                        -------------

/s/  Witness
------------


I have determined that the foregoing amendment is unlikely to increase
by more than a minimal amount the aggregate  cost  to  First  Commerce
Corporation and its subsidiaries of maintaining this Plan and the plan
described in the Addendum, and I recommend adoption.


/s/ Director of Human Resources
-------------------------------
    Director of Human Resources

                          

                          ACKNOWLEDGMENT

STATE OF LOUISIANA
PARISH OF ORLEANS


     BEFORE ME, the undersigned Notary Public, personally came and
appeared Ian Arnof, who being by me sworn did depose and state
that he signed the foregoing restated Retirement Benefit Restoration
Plan document as a free act and deed on behalf of First Commerce
Corporation for the purpose therein set forth.


                                        /s/ Ian Arnof
                                        -------------

SWORN TO AND SUBSCRIBED
BEFORE ME THIS 9TH DAY
OF JULY, 1997.

/s/  Notary Public
------------------
     Notary Public



              FIRST COMMERCE CORPORATION RETIREMENT
                     BENEFIT RESTORATION PLAN

                         A D D E N D U M

     By  authority  of Section 9 of the Plan, the following provisions
shall  apply to each Participant  who  accrued  a  benefit  under  the
Restoration Retirement Plan For Certain Participants in the Retirement
Plan For  Employees  For  Central  Bank  (Central  SERP) and was still
employed by Central Bank at the time of its merger into First Commerce
Corporation.

     1.   The  value  of  the  benefit  under  the Plan of  each  such
Participant shall be equal to (a) minus (b), where--

     (a) equals the benefit that would be paid under Paragraph 4.01(e)
of  the  Retirement  Plan if the benefits thereunder  were  determined
without the limitations of Code Sections 401(a)(17) and 415; and

     (b) equals the benefit  actually  paid under Paragraph 4.01(e) of
the Retirement Plan.

     2.  Except as provided in Paragraph  1, the amount, form and time
of  payment  of  the  benefit to a Participant  or  the  Participant's
Beneficiary shall be determined as provided in the Plan documents.

     3.   Payment of the  benefit  pursuant  to  this  Addendum  shall
relieve the  Company  and  all  other Employers of any obligation they
might otherwise have had under the Central SERP.

     4.   Since  this  Addendum  is  a  part  of  the  First  Commerce
Corporation Retirement Benefit Restoration  Plan,  terms  used  herein
that  are  defined  in  the main provisions of the Plan shall have the
same meaning here.


  
     RESTORATION RETIREMENT PLAN FOR CERTAIN PARTICIPANTS IN
        THE RETIREMENT PLAN FOR EMPLOYEES OF CENTRAL BANK

                         AMENDMENT

     The  Restoration Retirement Plan for Certain Participants in
the Retirement  Plan  for  Employees of Central Bank ("Plan") was
established by Central Bank  on  November  1,  1990  in  order to
provide  benefits  for  certain  executives  that  could  not  be
provided  under  the  qualified  Retirement Plan for Employees of
Central Bank ("Basic Plan") because of limitations imposed by the
Internal  Revenue  Code.   Central Bank  was  merged  into  First
Commerce Corporation effective  July  1, 1996, and the accrual of
benefits under both the Basic Plan and the Plan ceased as of July
31, 1996.

     The  Plan  was  intended to provide benefits  not  available
under  the  Basic  Plan because  of  any  limitations  under  the
Internal Revenue Code  ("Code").  However, the Plan was worded in
a way that could be interpreted as referring to limitations under
Code Section 415 only.  The purposes of this amendment are (1) to
make it clear that the restrictions under Code Section 401(a)(17)
are also taken into account  and  (2)  to  take  into account the
corporate  merger,  resulting  in  discontinuance  of accrual  of
benefits under the Basic Plan and the Plan, and the  transfer  of
Plan obligations to a plan of First Commerce Corporation.

     Section 9 of the Plan document allows amendment by the board
of  directors of Central Bank.  First Commerce Corporation is the
successor  plan  sponsor  with  amending  power, and its board of
directors has delegated to its chief executive  officer the power
to amend any plan when the amendment does not increase  the  cost
of  the  plan  by  more  than  a  minimal  amount.   It  has been
determined that this amendment will not increase costs because it
merely  makes explicit an understanding that previously had  been
implicit.

     THEREFORE,  Section  5(a)  of  the  Plan  document is hereby
amended to read in its entirety as follows, effective  as  of the
date of adoption of the Plan:

     (a) the  benefits  which  would  have been paid to such
         participant, or on his behalf  to  his beneficiary,
         under  the  Basic  Plan, if the provisions  of  the
         Basic Plan were administered  without regard to the
         limitations of Sections 401(a)(17)  and  415 of the
         Internal Revenue Code of 1986, as amended.

     FURTHERMORE,  upon  the  amendment  of  the  First  Commerce
Corporation  Retirement  Benefit Restoration Plan to provide  for
payment of the benefit accrued  under  this Plan through July 31,
1996,  this Plan shall be deemed to have  been  merged  into  the
Restoration   Plan,   and  no  separate  benefit  shall  be  paid
thereafter under this Plan.

     THUS DONE AND SIGNED, on this 9th day of July, 1997,
in New Orleans, Louisiana,  in in the presence of the undersigned
competent witnesses.

WITNESSES:                      FIRST COMMERCE CORPORATION


/s/  Witness                    BY /s/ Ian Arnof
------------                       -------------

/s/  Witness                        
------------

I have determined that the foregoing  amendment  is  unlikely  to
increase  by  more  than  a  minimal amount the aggregate cost to
First Commerce Corporation and  its  subsidiaries  of maintaining
this Plan and the plan described in the Addendum, and I recommend
adoption.


/s/  Director of Human Resources
--------------------------------
DIRECTOR OF HUMAN RESOURCES


                          ACKNOWLEDGMENT

STATE OF LOUISIANA
PARISH OF ORLEANS


     BEFORE ME, the undersigned Notary Public, personally came and
appeared Ian Arnof, who being by me sworn did depose and state
that he signed the foregoing Restoration Retirement Plan for certain 
Participants in the Retirement Plan for Employees of Central Bank 
Amendment as a free act and deed on behalf of First Commerce
Corporation for the purpose therein set forth.


                                        /s/ Ian Arnof
                                        -------------

SWORN TO AND SUBSCRIBED
BEFORE ME THIS 9TH DAY
OF JULY, 1997.

/s/  Notary Public
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     Notary Public