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 (1) the portion (if any) of an 
Employee's bonus for the year in excess of 30% of base pay
for the year shall not be included and (2) 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  Administrator may  appoint  such  agents,
attorneys, accountants, 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 ___ day of _______________,
1996,   in  the  presence  of  the   undersigned   competent
witnesses.

WITNESSES:                    FIRST COMMERCE CORPORATION


                              By:

                              Title:


                          ACKNOWLEDGMENT


STATE OF LOUISIANA
PARISH OF ORLEANS


     BEFORE ME, the undersigned Notary Public, personally
came and appeared ______________, 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.


SWORN TO AND SUBSCRIBED
BEFORE ME THIS ____  DAY
OF _________________, 1996.

<PAGE>                           
                           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.