EXHIBIT 10.4
                   

                   FIRST COMMERCE CORPORATION

                    AMENDED AND RESTATED
                 1992 STOCK INCENTIVE PLAN


     Section  1.  Purpose. The purpose of the First Commerce
Corporation 1992  Stock  Incentive  Plan  (the "Plan") is to
increase shareholder value and to advance the  interests  of
First  Commerce  Corporation  ("FCC")  and  its subsidiaries
(collectively,  the  "Company")  by granting stock  options,
stock  appreciation rights, stock awards,  restricted  stock
and performance  share  awards  (the  "Incentives")  to  key
officers  of  the  Company  in  order to attract, retain and
motivate these officers.

     Section 2.  Administration.

          Section  2.1   Composition.   The  Plan  shall  be
     administered   by   the  Compensation  Committee   (the
     "Committee") of the Board  of  Directors  of  FCC.  The
     Committee  shall  consist of not fewer than two members
     of the Board of Directors, all of whom shall (a) to the
     extent required, qualify  to  administer the Plan under
     Rule 16b-3 under the Securities  Exchange  Act  of 1934
     (the  "Exchange  Act")  as  currently  in effect or any
     successor rule, and (b) beginning on the  date  of  the
     Company's  1995 annual meeting of shareholders, qualify
     as "outside  directors"  under  Section  162(m)  of the
     Internal Revenue Code of 1986, as amended (the "Code").

          Section 2.2   Authority. The Committee shall  have
     plenary  authority  to award Incentives under the Plan,
     to set the terms of such  Incentives,  to interpret the
     Plan, to establish any rules or regulations relating to
     the Plan that it determines to be appropriate,  and  to
     make any other determination that it believes necessary
     or advisable for the proper administration of the Plan.
     Its  decisions in matters relating to the Plan shall be
     final  and  conclusive on the Company and participants.
     The Committee  may  delegate its authority hereunder to
     the extent provided elsewhere herein.

     Section 3.   Eligible  Participants.   Employees of the
Company holding the position of assistant vice-president  or
above  (including  directors  who  also  hold  positions  of
assistant  vice-president  or  above) who, in the opinion of
the  Committee  have  significant  responsibility   for  the
continued  growth, development and financial success of  the
Company shall  become  eligible  to receive Incentives under
the Plan when designated by the Committee.  Participants may
be designated individually or by groups or categories as the
Committee deems appropriate.  With  respect  to participants
not  subject  to  Section  16  of the Exchange Act  and  not
covered employees under Section  162(m)  of  the  Code,  the
Committee may delegate to the Chief Executive Officer of FCC
its  authority  to  designate participants, to determine the
size  and  type  of  Incentive   to  be  received  by  those
participants   and   to  determine  or  modify   performance
objectives for those participants,  subject  to ratification
by the Committee.

     Section  4.   Types of Incentives.  Incentives  may  be
granted under the Plan in any of the following forms, either
individually or  in combination, (a) incentive stock options
and non-qualified  stock  options;  (b)  stock  appreciation
rights ("SARs"); (c) stock awards; (d) restricted  stock and
(e) performance shares.

     Section 5.   Shares Subject to the Plan.

          Section   5.1   Number   of  Shares.   Subject  to
     adjustment  as  provided  in Section  11.5,  the  total
     number of shares of FCC common  stock,  $5.00 par value
     per share (the "Common Stock"), with respect  to  which
     Incentives  may  be  granted  under  the Plan shall not
     exceed ten percent of the total number  of  outstanding
     shares of Common Stock during the effectiveness  of the
     Plan.   In  addition,  Incentives  that  may be paid in
     shares  of Common Stock granted in any one  year  shall
     not exceed  one  percent  of the total number of shares
     outstanding and the aggregate of Incentives that may be
     paid in shares of Common Stock and Incentives that must
     be paid in cash granted in  one  year  shall not exceed
     five percent of the total number of shares outstanding.
     Incentives with respect to no more than  100,000 shares
     of Common Stock may be granted through the  Plan  to  a
     single participant in one calendar year.  If and to the
     extent  that  an  Incentive is paid in cash rather than
     shares of Common Stock,  the  total  number  of  shares
     available for issuance during the effectiveness of  the
     Plan  hereunder  shall be credited with the appropriate
     number of shares represented by the cash payment of the
     Incentive, as determined  in the sole discretion of the
     Committee.

          Section 5.2   Cancellation.   If a stock option or
     stock appreciation right granted hereunder  expires  or
     is  terminated  or cancelled as to any shares of Common
     Stock, such shares  may again be issued under the Plan.
     If  shares of Common Stock  are  issued  as  restricted
     stock  or  as stock awards and thereafter are forfeited
     or  reacquired   by  the  Company  pursuant  to  rights
     reserved  upon issuance  thereof,  such  forfeited  and
     reacquired  shares  may again be issued under the Plan,
     if such issuance does not result in a violation of Rule
     16-3  under  the  Act  or   any  successor  rule.   The
     Committee may also determine  to  cancel,  and agree to
     the   cancellation   of,   stock   options   and  stock
     appreciation rights in order to grant new stock options
     or stock appreciation rights to the same participant at
     a  lower  price  than the options or stock appreciation
     rights to be cancelled.

          Section 5.3   Type  of Common Stock.  Common Stock
     issued under the Plan in connection with Incentives may
     be authorized and unissued shares or issued shares held
     as treasury shares.

          Section 5.4   Reinvestment  of  Dividends.  Shares
     of Common Stock that are delivered to  a participant in
     the Plan as a result of the reinvestment  of  dividends
     in  conjunction  with restricted stock shall be applied
     against  the  maximum  number  of  shares  provided  in
     Section 5.1.

     Section 6.   Stock  Options.  A stock option is a right
to purchase shares of Common  Stock  from the Company.  Each
stock option granted by the Committee  under  the Plan shall
be subject to the following terms and conditions:

          Section 6.1   Price.  The option price  per  share
     shall be equal to the Fair Market Value (as defined  in
     Section  11.11)  of a share of Common Stock on the date
     of grant, subject to adjustment under Section 11.5.

          Section 6.2   Number.   The  number  of  shares of
     Common  Stock subject to the option shall be determined
     by the Committee,  subject to adjustment as provided in
     Section 11.5.

          Section 6.3   Duration and Time for Exercise.  The
     term  of  each  option   shall  be  determined  by  the
     Committee.   Each option shall  become  exercisable  at
     such  time  or  times  during  its  term  as  shall  be
     determined by the  Committee and as provided in Section
     11.10; provided, however,  that,  except as provided in
     Section  11.10,  no stock option shall  be  exercisable
     within the six month  period  immediately following the
     date  of grant and, unless otherwise  provided  in  the
     stock option  agreement, all stock options shall expire
     (a)  12  months  from   the   date  of  termination  of
     employment as the result of death  or  disability,  (b)
     six  months and one day after termination of employment
     as  a result  of  retirement  and  (c)  immediately  if
     employment  terminates  for any other reason, including
     resignation and termination  for  cause.  The Committee
     may in its discretion extend the term  of options which
     would  otherwise  expire as a result of resignation  or
     termination for cause.   The  Committee may also impose
     such  terms  and  conditions to the  exercise  of  each
     option as it deems  advisable  and  may  accelerate the
     exercisability of any outstanding option at any time in
     its sole discretion.

          Section  6.4   Repurchase.  Upon approval  of  the
     Committee, the  Company  may  repurchase  a  previously
     granted  stock  option  from  a  participant  by mutual
     agreement  before  such  option  has been exercised  by
     payment to the participant of the  amount  per share by
     which:   (a) the Fair Market Value of the Common  Stock
     subject to  the  option on the date of purchase exceeds
     (b) the option price.

          Section 6.5   Manner  of Exercise.  A stock option
     may  be  exercised,  in whole or  in  part,  by  giving
     written notice to the Company, specifying the number of
     shares of Common Stock  to  be purchased.  The exercise
     notice shall be accompanied by  the full purchase price
     for such shares.  The option price  shall be payable in
     United  States  dollars and may be paid  (a)  by  cash,
     uncertified or certified  check  or  bank draft, (b) by
     delivery of shares of Common Stock held by the optionee
     for at least six months in payment of  all  or any part
     of  the option price, which shares shall be valued  for
     this  purpose at the Fair Market Value on the date such
     option  is  exercised,  (c)  by  delivering  a properly
     executed  exercise  notice  together  with  irrevocable
     instructions to a broker approved by the Company  (with
     a  copy  to  the  Company)  to  promptly deliver to the
     Company the amount of sale or loan  proceeds to pay the
     exercise price or (d) in such other manner  as  may  be
     authorized  from time to time by the Committee.  Shares
     of Common Stock  delivered  in  payment of the exercise
     price that were acquired upon the  exercise  of a stock
     option  are  deemed to have been held from the date  of
     grant of the stock  option.  In the case of delivery of
     an uncertified check  or  bank draft upon exercise of a
     stock option, no shares shall be issued until the check
     or draft has been paid in full.   Prior to the issuance
     of shares of Common Stock upon the  exercise of a stock
     option,  a  participant  shall  have  no  rights  as  a
     stockholder.

          Section     6.6   Incentive     Stock     Options.
     Notwithstanding  anything  in the Plan to the contrary,
     the following additional provisions  shall apply to the
     grant of stock options that are intended  to qualify as
     incentive  stock  options  (as such term is defined  in
     Section 422 of the Internal  Revenue  Code  of 1986, as
     amended (the "Code"):

               (a)  Any  incentive  stock  option authorized
          under the Plan shall contain such other provisions
          as the Committee shall deem advisable,  but  shall
          in all events be consistent with and contain or be
          deemed to contain all provisions required in order
          to qualify the options as incentive stock options;

               (b)  All  incentive  stock  options  must  be
          granted  within  ten  years from the date on which
          this Plan was adopted by the Board of Directors;

               (c) Unless sooner  exercised,  all  incentive
          stock options shall expire no later than ten years
          after the date of grant;

               (d)   No  incentive  stock  option  shall  be
          granted to any  participant  who, at the time such
          option is granted, would own (within  the  meaning
          of Section 422 of the Code) stock possessing  more
          than 10% of the total combined voting power of all
          classes of stock of the employer corporation or of
          its parent or subsidiary corporation; and

               (e)   The   aggregate   Fair   Market   Value
          (determined  with  respect to each incentive stock
          option as of the time  such incentive stock option
          is granted) of the Common  Stock  with  respect to
          which incentive stock options are exercisable  for
          the   first  time  by  a  participant  during  any
          calendar year (under the Plan or any other plan of
          the Company)  shall  not  exceed $100,000.  To the
          extent  that  such limitation  is  exceeded,  such
          options shall not  be  treated, for federal income
          tax purposes, as incentive stock options.

          Section  6.7   Non-Transferability   of   Options.
     Options   granted   under   the   Plan   shall  not  be
     transferable otherwise than by will or by  the  laws of
     descent  and  distribution  or  pursuant to a qualified
     domestic relations order, as defined  by  the Code, and
     options  may  be  exercised  during the lifetime  of  a
     participant  only  by  the  participant   or   by   the
     participant's  guardian  or  legal representative.  Any
     attempted assignment, transfer,  pledge,  hypothecation
     or   other  disposition  of  an  option,  or  levy   of
     attachment  or  similar  process  upon  the  option not
     specifically  permitted  herein shall be null and  void
     and without effect.

     Section 7.   Restricted Stock

          Section  7.1  Grant  of   Restricted  Stock.   The
     Committee may award shares of restricted  stock to such
     key  employees  as  the  Committee  determines  to   be
     eligible  pursuant to the terms of Section 3.  An award
     of restricted stock may be subject to the attainment of
     specified performance goals or targets, restrictions on
     transfer, forfeitability  provisions  and on such other
     terms  and  conditions as the Committee may  determine,
     subject to the  provisions  of the Plan.  To the extent
     restricted stock is intended  to qualify as performance
     based compensation under Section 162(m) of the Code, it
     must meet the additional requirements imposed thereby.

          Section  7.2  Award  and  Delivery  of  Restricted
     Stock.   At the time an award of  restricted  stock  is
     made, the  Committee  shall  establish a period of time
     (the "Restricted Period") applicable  to such an award.
     Each  award  of restricted stock may have  a  different
     Restricted Period.   The  Committee  may,  in  its sole
     discretion,  prescribe  conditions  for  the  lapse  of
     restrictions  upon  death,  disability,  retirement  or
     other  termination  of  employment  or for the lapse or
     termination  of restrictions upon the  satisfaction  of
     other conditions  in  addition  to  or  other  than the
     expiration of the Restricted Period with respect to all
     or  any portion of the shares of restricted stock.   In
     addition,  any participant subject to Section 16 of the
     Exchange Act shall be prohibited from selling shares of
     restricted stock  for  a  period of six months from the
     grant thereof.  The Committee  shall  have the power to
     accelerate the expiration of the Restricted Period with
     respect to all or any part of the shares  awarded  to a
     participant and the expiration of the Restricted Period
     shall   automatically   occur   under   the  conditions
     described in Section 11.10 hereof.

          Section  7.3  Escrow.   In  order  to enforce  the
     restrictions imposed by the Committee pursuant  to this
     Section  7,  the participant receiving restricted stock
     shall enter into  an agreement with the Company setting
     forth  the  conditions   of  the  grant.   Certificates
     representing  shares  of  restricted   stock  shall  be
     registered in the name of the participant and deposited
     with the Company, together with a stock  power endorsed
     in  blank  by  the  participant.  Each such certificate
     shall  bear  a legend in  substantially  the  following
     form:

          The transferability  of  this certificate and
          the shares of Common Stock  represented by it
          are  subject  to  the  terms  and  conditions
          (including    conditions    of    forfeiture)
          contained  in  the First Commerce Corporation
          1992 Stock Incentive  Plan  (the "Plan"), and
          an   agreement   entered  into  between   the
          registered   owner   and    First    Commerce
          Corporation.   Copies  of  the  Plan  and the
          agreement are on file at the principal office
          of the Company.

          Section  7.4  Dividends on Restricted Stock.   Any
     and all cash and  stock  dividends paid with respect to
     the shares of restricted stock  shall be subject to any
     restrictions on transfer, forfeitability  provisions or
     reinvestment requirements as the Committee  may, in its
     discretion, determine.

          Section  7.5  Forfeiture.  Upon the forfeiture  of
     any restricted  stock  (including any additional shares
     of  restricted  stock  that   may   result   from   the
     reinvestment  of cash and stock dividends in accordance
     with such rules as the Committee may establish pursuant
     to  Section  7.4),   such  forfeited  shares  shall  be
     surrendered.   The participants  shall  have  the  same
     rights and privileges,  and  be  subject  to  the  same
     forfeiture  provisions  with  respect to any additional
     shares  received  pursuant to Section  11.5  due  to  a
     recapitalization,   merger    or    other   change   in
     capitalization.

          Section  7.6  Expiration  of  Restricted   Period.
     Upon  the  expiration  or termination of the Restricted
     Period and the satisfaction  of  any  other  conditions
     prescribed by the Committee or at such earlier  time as
     provided for in Section 7.2 and in the restricted stock
     agreement,   the   restrictions   applicable   to   the
     restricted  stock  shall  lapse and a stock certificate
     for  the  number  of shares of  restricted  stock  with
     respect to which the  restrictions have lapsed shall be
     delivered, free of all  such  restrictions,  except any
     that may be imposed by law, to the participant  or  the
     participant's estate, as the case may be.

          Section  7.7  Rights as a Stockholder.  Subject to
     the terms and conditions of the Plan and subject to any
     restrictions on  the  receipt  of dividends that may be
     imposed  by  the Committee, each participant  receiving
     restricted  stock  shall  have  all  the  rights  of  a
     stockholder with  respect to shares of stock during any
     period in which such  shares  are subject to forfeiture
     and   restrictions   on  transfer,  including   without
     limitation, the right  to  vote  such  shares.   Unless
     otherwise  restricted  by the Committee, dividends paid
     in  cash  or property, other  than  Common  Stock  with
     respect to shares of restricted stock, shall be paid to
     the participant currently.

     Section 8.   Stock  Appreciation  Rights.   A  SAR is a
right  to  receive, without payment to the Company, a number
of shares of  Common Stock, cash or any combination thereof,
the amount of which  is  determined  pursuant to the formula
set  forth in Section 8.4.  A SAR may be  granted  (a)  with
respect  to  any stock option granted under the Plan, either
concurrently with  the grant of such stock option or at such
later time as determined  by the Committee (as to all or any
portion of the shares of Common  Stock  subject to the stock
option),  or  (b) alone, without reference  to  any  related
stock option.   Each  SAR granted by the Committee under the
Plan shall be subject to the following terms and conditions:

          Section 8.1  Number.   Each  SAR  granted  to  any
     participant  shall  relate  to such number of shares of
     Common Stock as shall be determined  by  the Committee,
     subject to adjustment as provided in Section  11.5.  In
     the  case  of  a  SAR  granted  with respect to a stock
     option, the number of shares of Common  Stock  to which
     the   SAR   pertains  shall  be  reduced  in  the  same
     proportion that  the holder of the option exercises the
     related stock option.

          Section 8.2  Duration.  The term of each SAR shall
     be  determined  by  the  Committee.   Unless  otherwise
     provided  by  the  Committee,  each  SAR  shall  become
     exercisable at such  time  or times, to such extent and
     upon such conditions as the  stock  option,  if any, to
     which it relates is exercisable.  No SAR granted  to an
     officer  subject  to Section 16 of the Exchange Act may
     be exercised during  the  first six months of its term.
     Notwithstanding the foregoing, the Committee may in its
     discretion accelerate the exercisability of any SAR.

          Section 8.3  Exercise.  A SAR may be exercised, in
     whole  or  in part, by giving  written  notice  to  the
     Company, specifying  the number of SARs that the holder
     wishes to exercise.  The date that the Company receives
     such written notice shall  be referred to herein as the
     "Exercise Date."  The Company  shall, within 30 days of
     an  Exercise  Date,  deliver to the  exercising  holder
     certificates for the shares  of Common Stock or cash or
     both,  as  determined by the Committee,  to  which  the
     holder is entitled pursuant to Section 8.4.

          Section 8.4  Payment.  Subject to the right of the
     Committee to  deliver  cash in lieu of shares of Common
     Stock, the number of shares  of Common Stock that shall
     be  issuable  upon the exercise  of  an  SAR  shall  be
     determined by dividing:

               (a) the  number  of shares of Common Stock as
          to which the SAR is exercised  multiplied  by  the
          amount  of  the  appreciation  in such shares (for
          this  purpose,  the "appreciation"  shall  be  the
          amount  by which the  Fair  Market  Value  of  the
          shares of  Common  Stock subject to the SAR on the
          Exercise Date exceeds  (1)  in  the  case of a SAR
          related to a stock option, the purchase  price  of
          the  shares of Common Stock under the stock option
          or (2) in the case of a SAR granted alone, without
          reference  to  a  related  stock option, an amount
          equal  to  the Fair Market Value  of  a  share  of
          Common Stock  on the date of grant, which shall be
          determined by the  Committee at the time of grant,
          subject to adjustment under Section 11.5); by

               (b)  the Fair Market  Value  of  a  share  of
          Common Stock on the Exercise Date.

          In lieu of issuing shares of Common Stock upon the
     exercise of a SAR,  the  Committee may elect to pay the
     holder of the SAR cash equal  to  the Fair Market Value
     on the Exercise Date of any or all  of the shares which
     would otherwise be issuable.  No fractional  shares  of
     Common  Stock  shall  be  issued upon the exercise of a
     SAR; instead, the holder of  a SAR shall be entitled to
     receive a cash adjustment equal to the same fraction of
     the Fair Market Value of a share of Common Stock on the
     Exercise Date or to purchase the  portion  necessary to
     make  a  whole  share at its Fair Market Value  on  the
     Exercise Date.

     Section 9. Stock Awards.  A stock award consists of the
transfer by the Company to a participant of shares of Common
Stock,  without  other  payment   therefor,   as  additional
compensation   for  services  previously  provided  to   the
Company.  The number  of  shares  to  be  transferred by the
Company to a participant pursuant to a stock  award shall be
determined by the Committee.  To the extent a stock award is
intended to qualify as performance based compensation  under
Section  162(m)  it  must  meet  the additional requirements
imposed thereby.

     Section 10. Performance Shares.   A  performance  share
consists  of  an  award that may be paid in shares of Common
Stock  or  in  cash,  as  described  below.   The  award  of
performance  shares shall  be  subject  to  such  terms  and
conditions as the Committee deems appropriate, including the
following:

          Section   10.1   Performance   Objectives.    Each
     performance   share  will  be  subject  to  performance
     objectives for  the  Company or one of its subsidiaries
     or departments to be achieved by the end of a specified
     period.  The number of performance shares awarded shall
     be determined by the Committee  and  may  be subject to
     such  terms  and  conditions,  as  the Committee  shall
     determine. If the performance objectives  are achieved,
     each participant will be paid (a) a number of shares of
     Common Stock equal to the number of performance  shares
     initially  granted  to  that  participant;  (b)  a cash
     payment  equal  to the Fair Market Value of such number
     of shares of Common  Stock  on the date the performance
     objectives  are  met  or  such other  date  as  may  be
     provided  by  the Committee or  (c)  a  combination  of
     shares of Common  Stock and cash, as may be provided by
     the Committee.  If  such  objectives  are not met, each
     award  of  performance  shares may provide  for  lesser
     payments in accordance with  the  established  formula.
     To  the  extent  a  performance  share  is  intended to
     qualify as performance based compensation under Section
     162(m)  of  the  Code,  it  must  meet  the  additional
     requirements imposed thereby.

          Section  10.2   Not  a Shareholder.  The award  of
     performance shares to a participant  shall  not  create
     any rights in such participant as a shareholder of  the
     Company,  until  the  payment of shares of Common Stock
     with respect to an award.

          Section 10.3   Dividend  Equivalent  Payments.   A
     performance share award may be granted by the Committee
     in  conjunction with dividend equivalent payment rights
     or other  such  rights.   If  so granted, an adjustment
     shall be made in performance shares  awarded on account
     of cash dividends that may be paid or other rights that
     may be issued to the holders of Common  Stock  prior to
     the  end of any period for which performance objectives
     were established.

          Section  10.4   Non-transferability of Performance
     Shares.   No  performance  share  may  be  transferred,
     pledged or assigned  by  the holder thereof (except, in
     the event of the holder's death, by will or the laws of
     descent and distribution)  and the Company shall not be
     required to recognize any attempted  assignment of such
     performance share by any participant.

Section 11.   General.

          Section 11.1   Duration.  The Plan shall remain in
     effect until all Incentives granted under the Plan have
     either  been  satisfied by the issuance  of  shares  of
     Common Stock or  the payment of cash or been terminated
     under  the  terms of  the  Plan  and  all  restrictions
     imposed on shares  of  restricted  stock  in connection
     with their issuance under the Plan have lapsed.

          Section 11.2   Effect of Termination of Employment
     or Death.  If a participant ceases to be an employee of
     the  Company  for  any  reason,  including  death,  any
     Incentives may be exercised or shall expire as provided
     herein or as may be determined by the Committee  in the
     Incentive Agreement.

          Section 11.3   Legal and Other Requirements.   The
     obligation  of  the  Company to sell and deliver Common
     Stock under the Plan shall be subject to all applicable
     laws, regulations, rules  and approvals, including, but
     not  by  way  of  limitation, the  effectiveness  of  a
     registration statement under the Securities Act of 1933
     if deemed necessary or appropriate by the Company.

          Section   11.4   Non-transferability   of   Common
     Stock.   Any  shares  of  Common  Stock  awarded  to  a
     participant subject  to  Section 16 of the Exchange Act
     through  a  stock  award, as  restricted  stock  or  in
     payment of a performance share award must be held for a
     period of six months  from  the  date  of grant, unless
     otherwise permitted to be transferred and  still  be in
     compliance with Rule 16b-3 under the Exchange Act.

          Section  11.5   Adjustment.   In  the event of any
     merger, consolidation or reorganization  of the Company
     with any other corporation or corporations, there shall
     be  substituted for each of the shares of Common  Stock
     then  subject  to the Plan, including shares subject to
     restrictions, options,  or  achievement  of performance
     share  objectives,  the  number  and kind of shares  of
     stock or other securities to which  the  holders of the
     shares of Common Stock will be entitled pursuant to the
     transaction.   In  the  event  of any recapitalization,
     stock dividend, stock split, combination  of  shares or
     other change in the Common Stock, the number of  shares
     of  Common  Stock  then  subject to the Plan, including
     shares subject to restrictions,  options or achievement
     of performance share objectives, shall  be  adjusted in
     proportion  to  the  change  in  outstanding shares  of
     Common  Stock.  In the event of any  such  adjustments,
     the purchase  price  of  any  option,  the  performance
     objectives  of any Incentive, and the shares of  Common
     Stock issuable  pursuant  to  any  Incentive  shall  be
     adjusted  as  and  to  the  extent  appropriate, in the
     reasonable  discretion  of  the Committee,  to  provide
     participants with the same relative  rights  before and
     after such adjustment.

          Section 11.6   Incentive Agreements.  The terms of
     each Incentive shall be stated in an agreement approved
     by the Committee.  The Committee may also determine  to
     enter  into  agreements  with  holders  of  options  to
     reclassify  or  convert  certain  outstanding  options,
     within  the  terms  of  the  Plan,  as  incentive stock
     options or as non-qualified stock options  with respect
     to all or part of such options and any other previously
     issued   options.   Notwithstanding  anything  to   the
     contrary contained in the Plan, the Company is under no
     obligation  to  grant  an Incentive to a participant or
     continue an Incentive in  force  unless the participant
     executes  all appropriate agreements  with  respect  to
     such Incentives  in  such  form  as  the  Committee may
     determine from time to time.


       Section  11.7   Withholding.   At  any  time  that  a
     participant is required to pay to the Company an amount
     required to be withheld under the applicable income tax
     laws  in  connection  with  the  issuance  of shares of
     Common  Stock  under  the  Plan  or  upon the lapse  of
     restrictions   on  shares  of  restricted  stock,   the
     participant may,  subject  to  the Committee's right of
     disapproval, satisfy this obligation  in  whole  or  in
     part  by  electing (the "Election") to have the Company
     withhold from  the  distribution shares of Common Stock
     having a value equal  to  the  amount  required  to  be
     withheld.   The  value  of the shares withheld shall be
     based on the Fair Market  Value  of the Common Stock on
     the date that the amount of tax to be withheld shall be
     determined (the "Tax Date").

          Each Election must be made prior  to the Tax Date.
     The  Committee  may disapprove of any Election  or  may
     suspend or terminate the right to make Elections.  If a
     participant makes  an  election  under Section 83(b) of
     the  Internal Revenue Code with respect  to  shares  of
     restricted  stock,  an  Election is not permitted to be
     made.

          A participant may also  satisfy  his  or her total
     tax  liability  related  to  an Incentive by delivering
     shares  of Common Stock that have  been  owned  by  the
     participant  for at least six months.  The value of the
     shares delivered  shall  be  based  on  the Fair Market
     Value of the Common Stock on the Tax Date.

        Section   11.8   No   Continued   Employment.     No
     participant  in  the Plan shall have any right, because
     of his or her participation,  to continue in the employ
     of the Company for any period of  time  or to any right
     to  continue  his or her present or any other  rate  of
     compensation.

          Section 11.9   Amendment  of  the Plan.  The Board
     may  amend  or  discontinue  the  Plan  at   any  time;
     provided,   however,   that   no   such   amendment  or
     discontinuance  shall  change  or  impair, without  the
     consent of the recipient, Incentive previously granted.

          Section   11.10     Immediate   Acceleration    of
     Incentives.  Notwithstanding any provision in this Plan
     or in any Incentive Agreement to the contrary, except a
     provision  in an Incentive Agreement that provides that
     an Incentive  will  in  no  case  be  earned unless the
     prescribed   performance   goals   are   met   and   no
     acceleration  of vesting will occur under the terms  of
     this provision,  (a)  the restrictions on all shares of
     restricted stock awarded  shall  lapse immediately, (b)
     all   outstanding   options   and  SARs  shall   become
     exercisable immediately, and (c)  all performance goals
     established  with  respect  to any Incentives  will  be
     deemed to be met and payment made immediately, upon the
     occurrence of a "Change of Control."

          A "Change of Control" shall be defined as:

               (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 promulgated 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
          11.10(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  the  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

               (d)  Approval  by  the  shareholders  of  the
          Company's complete liquidation or dissolution,

          provided, however, that, if a  participant directs
          the Committee in writing prior to  the  occurrence
          of a Change of Control (an "Acceleration  Notice")
          then,  with  respect  to  Incentives  held by such
          participant,    restrictions   shall   lapse   and
          Incentives shall  become  exercisable  only to the
          extent specified in the Acceleration Notice.

          Section  11.11   Definition of Fair Market  Value.
     "Fair Market Value"  of  the  Common  Stock on any date
     shall be deemed to be the final closing  sale price per
     share  of  Common  Stock on the trading day immediately
     prior to such date.  If the Common Stock is listed upon
     an  established stock  exchange  or  exchanges  or  any
     automated   quotation   system   that   provides   sale
     quotations,  such  fair market value shall be deemed to
     be  the closing price  of  the  Common  Stock  on  such
     exchange  or  quotation  system,  or  if no sale of the
     Common Stock shall have been made on that  day,  on the
     next  preceding  day  on which there was a sale of such
     stock.   If  the Common Stock  is  not  listed  on  any
     exchange or quotation  system, but bid and asked prices
     are quoted and published,  such fair market value shall
     be the mean between the quoted  bid  and asked price on
     the  day the option is granted, and if  bid  and  asked
     quotations are not available on such day, on the latest
     preceding  day.   If  the  Common Stock is not actively
     traded,  or quoted, such fair  market  value  shall  be
     established  by  the  Committee based upon a good faith
     effort to value the Common Stock.

          Section 11.12   Deferral  Permitted.   Payment  of
     cash  or  distribution of any shares of Common Stock to
     which a participant  is  entitled  under  any Incentive
     shall  be made as provided in the Incentive  Agreement.
     Payment   may   be   deferred  at  the  option  of  the
     participant if provided in the Incentive Agreement.

          Section  11.13   Loans.   In  order  to  assist  a
     participant to acquire  shares of Common Stock pursuant
     to an Incentive granted under  the Plan and to assist a
     participant to satisfy his tax liabilities  arising  in
     connection  with  such  Incentive,  the  Committee  may
     authorize,  at  either  the  time  of  the grant of the
     Incentive,  at  the time of the acquisition  of  Common
     Stock pursuant to  the Incentive, or at the time of the
     lapse of restrictions  on  shares  of  restricted stock
     granted under the Plan, the extension of  a loan to the
     participant  by  the Company.  The terms of any  loans,
     including the interest  rate,  collateral  and terms of
     repayment,  will  be subject to the discretion  of  the
     Committee.   The  maximum  credit  available  hereunder
     shall be the purchase  price,  if  any,  of  the Common
     Stock  acquired  pursuant  to  the Incentive, plus  the
     maximum   tax  liability  that  may  be   incurred   in
     connection with the acquisition.