FIRST COMMERCE CORPORATION
                      1997 STOCK OPTION PLAN


     1.   Purpose.   The  purpose of the 1997 Stock Option Plan
(the "Plan") of First Commerce  Corporation  (the "Company") is
to  authorize  the  issuance  of a sufficient number  of  stock
options   in  order  that  all  currently   outstanding   stock
appreciation  rights  ("SARs")  of the Company may be exchanged
for stock options granted under the  Plan  (the "Options").  As
used in the Plan, the term "subsidiary" means  any  corporation
of  which the Company owns (directly or indirectly) within  the
meaning of Section 425(f) of the Internal Revenue Code of 1986,
as amended  (the  "Code"),  50%  or  more of the total combined
voting  power of all classes of stock.   No  Options  shall  be
granted hereunder  unless  the  Plan  is  first approved by the
shareholders of the Company.

     2.   Administration.

          2.1.  Composition.    The Plan shall  be administered
     by the compensation committee of the Board of Directors of
     the  Company,  or  by  a  subcommittee of the compensation
     committee.  The committee or subcommittee that administers
     the  Plan  shall  hereinafter   be   referred  to  as  the
     "Committee."   The Committee shall consist  of  not  fewer
     than two members  of the Board of Directors, each of whom,
     to the extent necessary  to  comply  with Rule 16b-3 under
     the Securities Exchange Act of 1934, as amended (the "1934
     Act"), is a "non-employee director" within  the meaning of
     Rule  16b-3  and,  to the extent necessary to comply  with
     Section 162(m) of the Code, is an "outside director" under
     Section 162(m).

          2.2.  Authority.   The  Committee  shall have plenary
     authority  to award Options under the Plan,  to  interpret
     the Plan, to  establish  any rules or regulations relating
     to the Plan that it determines to be appropriate, to enter
     into agreements with participants  as  to the terms of the
     Options (the "Option Agreements") 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 in
     Section 3 hereof.

     3.   Eligible  Participants.   Employees  of  the  Company
(including officers who also serve as directors of the Company)
and  its  subsidiaries  who  currently  hold SARs shall receive
Options under the Plan when designated by  the Committee.  With
respect to participants not subject to Section  16  of the 1934
Act and not covered employees under Section 162(m) of the Code,
the  Committee  may delegate to the Chief Executive Officer  of
the Company its authority to designate participants.

     4.   Shares Subject to the Plan.

          4.1.  Number of Shares.   Subject  to  adjustment  as
     provided  in  Section  6.5,  up to 1,100,000 shares of the
     $5.00  par  value  common stock ("Common  Stock")  of  the
     Company  are authorized  to  be  issued  under  the  Plan.
     Options with  respect  to  no  more  than 60,000 shares of
     Common Stock may be granted through the  Plan  to a single
     participant.

          4.2.  Type  of  Common  Stock.   Common  Stock issued
     under the Plan in connection with the exercise  of Options
     may  be  authorized  and  unissued shares or issued shares
     held as treasury shares.

     5.   Stock Options.  An Option  is  a  right  to  purchase
shares of Common Stock from the Company.  Options granted under
this  Plan  will  be  non-qualified stock options.  Each Option
granted by the Committee  under  this  Plan shall be subject to
the following terms and conditions:

          5.1.  Price.  The exercise price  per  share shall be
     equal to the Fair Market Value of a share of  Common Stock
     on the date of grant of the SAR in replacement  for  which
     an  Option  is  being granted, subject to adjustment under
     Section 6.5.

          5.2.  Number.   The  number of shares of Common Stock
     subject to an Option shall  be equal to the number of SARs
     that the Option will replace,  subject  to Section 4.1 and
     subject to adjustment as provided in Section 6.5.

          5.3.  Duration and Time for Exercise.    Subject   to
     earlier  termination  as provided in Section 6.3, the term
     of each Option shall be  the same as the remaining term of
     the  SAR  that  the Option replaces.   Each  Option  shall
     become exercisable  at  the  same time or times during its
     term  as  the  SAR that it replaces.   The  Committee  may
     accelerate the exercisability  of  any Option at any time,
     except  to  the  extent of any automatic  acceleration  of
     Options under Section 6.10.

          5.4.  Repurchase.   Upon  approval  of the Committee,
     the  Company  may  repurchase a previously granted  Option
     from the holder thereof  by  mutual  agreement before such
     Option has been exercised by payment to such holder of the
     amount per share by which:  (i) the Fair  Market  Value of
     the Common Stock subject to the Option on the business day
     immediately  preceding  the date of purchase exceeds  (ii)
     the exercise price of such Option.

          5.5.  Manner  of  Exercise.    An   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  exercise  price  shall be payable  in  United
     States  dollars  and  may  be  paid   by   (a)  cash;  (b)
     uncertified  or  certified  check;  (c)  unless  otherwise
     determined  by  the  Committee,  by delivery of shares  of
     Common Stock held by the person exercising such Option for
     at least six months, which shares shall be valued for this
     purpose  at  the  Fair Market Value on  the  business  day
     immediately preceding  the  date such Option is exercised;
     (d) by the simultaneous exercise  of  Options  and sale of
     the   shares  of  Common  Stock  acquired  upon  exercise,
     pursuant  to  a  brokerage  arrangement  approved  by  the
     Company,  with  the  proceeds  from such sale delivered in
     payment of the exercise price; or (e) in such other manner
     as may be authorized from time to  time  by the Committee.
     In  the  case  of  delivery of an uncertified  check  upon
     exercise of an Option, no shares shall be issued until the
     check has been paid  in  full.   Prior  to the issuance of
     shares of Common Stock upon the exercise  of  an Option, a
     participant shall have no rights as a shareholder.

     6.   General.

          6.1.  Duration.   Subject  to  Section 6.8, the  Plan
     shall remain in effect until all Options granted under the
     Plan have either been satisfied by the  issuance of shares
     of Common Stock or been terminated under  the terms of the
     Plan.

          6.2  Transferability  of  Options.   Options  granted
     hereunder shall not be transferable  other than by will or
     by  the  laws  of  descent  and  distribution and  may  be
     exercised during the lifetime of the  participant  only by
     the  participant  or  the  participant's guardian or legal
     representative.   Any  attempt  at  assignment,  transfer,
     pledge, hypothecation or  other  disposition of an  Option
     or levy of attachment or similar process  upon  an  Option
     shall be null and void and without effect.

          6.3.  Effect  of  Termination of Employment or Death.
     In the event that a participant  ceases  to be an employee
     of   the   Company   for   any  reason,  including  death,
     disability, early retirement  or  normal  retirement,  any
     Options  may  be  exercised, shall vest or shall expire on
     the same terms as the SARs that they replace.

          6.4.  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.

          6.5   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 Options,
     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 Options, 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 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.

          6.6.  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 exercise of an Option, 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
     exercise 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.

          A participant may  also  satisfy his or her total tax
     liability related to an Option  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.

          6.7.  No  Continued Employment.  No participant under
     the  Plan  shall have  any  right,  because  of  his  par-
     ticipation,  to  continue in the employ of the Company for
     any period of time or to any right to continue his present
     or any other rate of compensation.

          6.8.  Amendment  of the Plan.  The Board may amend or
     discontinue the Plan at  any time; provided, however, that
     no   amendment  or  discontinuance   shall,   subject   to
     adjustments  permitted  under Section 6.5, impair, without
     the consent of the holder  thereof,  an  Option previously
     granted.

          6.9.  Immediate     Acceleration    of    Incentives.
     Notwithstanding any provision  in  this  Plan  or  in  any
     Option  Agreement to the contrary, all outstanding Options
     shall become  exercisable  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 6.9(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  Options  held  by such participant,
          Options shall become exercisable only  to  the extent
          specified in the Acceleration Notice.

          6.10   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.

          6.11  Loans.  In order to assist a participant to exercise
     an Option granted under the Plan and to assist a participant to
     satisfy his tax liabilities  arising  in  connection  with such
     Option, the Committee may authorize, at either the time  of the
     grant of the Option or at the time of the acquisition of Common
     Stock  pursuant  to  the Option, 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 exercise price  of the Option,
     plus  the  maximum  tax  liability  that  may  be  incurred  in
     connection with the exercise.