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                                                                     EXHIBIT 10


                         FIRST COMMERCIAL CORPORATION
                          1997 INCENTIVE STOCK PLAN

Section 1.  Purpose

First Commercial Corporation(hereinafter referred to as the "Company") hereby 
establishes the 1997 Incentive Stock Plan (the "Plan") to promote the 
interests of the Company and its shareholders through the (i) attraction and 
retention of executive officers and other key employees essential to the 
success of the Company; (ii) motivation of executive officers and other key 
employees using performance-related incentives linked to longer range 
performance goals and the interests of Company shareholders; and (iii) 
enabling of such employees to share in the long term growth and success of 
the Company.  The Plan permits the grant of Nonqualified Stock Options, 
Incentive Stock Options (intended to qualify under Section 422 of the 
Internal Revenue Code of 1986, as amended), Stock Appreciation Rights, 
Restricted Stock, Restricted Stock Units, Performance Shares, Performance 
Units, Bonus Stock, and any other Stock Unit Awards or stock based forms of 
awards as the Committee may determine under its sole and complete discretion 
at the time of grant.

Section 2.  Definitions

Except as otherwise defined in the Plan, the following terms shall have the 
meanings set forth below:

2.1  "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2
     under the Exchange Act.

2.2  "Agreement" means a written agreement which sets forth the terms of
     each Award and is signed by an authorized officer of the Company.

2.3  "Award" means individually or collectively, a grant under this Plan of
     Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
     Rights, Restricted Stock, Restricted Stock Units, Performance Units,
     Performance Shares, Bonus Stock or other Stock Unit Awards.

2.4  "Award Date" or "Grant Date" means the date on which an Award is made
     by the Committee under this Plan

2.5  "Beneficial Owner" shall have the meaning ascribed to such term in Rule
     13d 3 under the Exchange Act.

2.6  "Board" or "Board of Directors" means the Board of Directors of the
     Company.

2.7  "Bonus Stock" means an Award granted pursuant to Section 10 of the Plan
     expressed as a Share of Common Stock which may or may not be subject to
     restrictions.


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2.8  "Cashless Exercise" means the exercise of an option by the Participant
     through the use of a brokerage firm to make payment to the Company of
     the exercise price either from the proceeds of a loan to the
     Participant from the brokerage firm or from the proceeds of the sale of
     Stock issued pursuant to the exercise of the option, and upon receipt
     of such payment, the Company delivers the exercised shares to the
     brokerage firm.

2.9  "Change in Control" shall be deemed to have occurred if the conditions
     set forth in any one of the following paragraphs shall have been
     satisfied:

     (a)  any person or persons (as defined in Section 3(a)(9) of the
          Exchange Act, and shall also include any syndicate or group deemed
          to be a "person" under Section 13(d)(3) of the Exchange Act)
          acting together, excluding employee benefit plans of the Employer,
          are or become the "beneficial owner" (as defined in Rules 13d 3
          and 13d 5 under the Exchange Act or any successor provisions
          thereto), directly or indirectly, of securities of the Company
          representing twenty five percent (25%) or more of the combined
          voting power of the Company's then outstanding securities; or

     (b)  the Company's shareholders approve (or, in the event no approval
          of the Company's shareholders is required, the Company
          consummates) a merger, consolidation, share exchange, division or
          other reorganization or transaction of the Company (a "Fundamental
          Transaction") with any other corporation, other than a Fundamental
          Transaction which would result in the voting securities of the
          Company outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted
          into voting securities of the surviving entity) at least sixty
          percent (60%) of the combined voting power immediately after such
          Fundamental Transaction of (i) the Company's outstanding
          securities, (ii) the surviving entity's outstanding securities, or
          (iii) in the case of a division, the outstanding securities of
          each entity resulting from the division; or

     (c)  the shareholders of the Company approve a plan of complete
          liquidation or winding up of the Company or an agreement for the
          sale or disposition (in one transaction or a series of
          transactions) of all or substantially all of the Company's assets;
          or

     (d)  during any period of twenty four consecutive months, individuals
          who at the beginning of such period constituted the Board
          (including for this purpose any new director whose election or
          nomination for election by the Company's shareholders was approved
          by a vote of at least two thirds (2/3) of the directors then still
          in office who were directors at the beginning of such period)
          cease for any reason to constitute at least a majority of the
          Board.

2.10 "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.


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2.11 "Committee" means the Compensation Committee of the Board which will
     administer the Plan pursuant to Section 3 herein.

2.12 "Common Stock" or "Stock" means the Common Stock of the Company, with a
     par value of $3.00 per share, or such other security or right or
     instrument into which such common stock may be changed or converted in
     the future.

2.13 "Company" means First Commercial Corporation, including all Affiliates
     and wholly owned Subsidiaries, or any successor thereto.

2.14 "Covered Participant" means a Participant who is a "covered employee"
     as defined in Section 162(m)(3) of the Code, and the regulations
     promulgated thereunder, or who the Committee believes will be such a
     covered employee for a Performance Period, and who the Committee
     believes will have remuneration in excess of $1,000,000 for the
     Performance Period, as provided in Section 162(m) of the Code.

2.15 "Department" means the Human Resources Department of the Company.

2.16 "Designated Beneficiary" means the beneficiary designated by the
     Participant, pursuant to procedures established by the Department, to
     receive amounts due to the Participant in the event of the
     Participant's death.  If the Participant does not make an effective
     designation, then the Designated Beneficiary will be deemed to be the
     Participant's estate.

2.17 "Disability" means (i) the mental or physical disability, either
     occupational or non-occupational in origin, of the Participant defined
     as "Total Disability" in the Disability Plan of the Company currently
     in effect and as amended from time to time, or (ii) a determination by
     the Committee of "Total Disability," based on medical evidence that
     precludes the Participant from engaging in any occupation or employment
     for wage or profit for at least twelve months and appears to be
     permanent.

2.18 "Divestiture" means the sale of, or closing by, the Company of the
     business operations in which the Participant is employed, or the
     elimination of the Participant's position at the Company's discretion.

2.19 "Early Retirement" means retirement of a Participant from employment
     with the Company after age 55, but prior to age 65, as approved by the
     Committee.

2.20 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.21 "Executive Officer" means any employee designated by the Company as an
     officer or any employee covered by Rule 16b 3 of the Exchange Act.

2.22 "Fair Market Value" means, on any given date, the (i) average of the
     closing bid and ask price as reported by the Nasdaq National Market on
     that date or (ii) if the stock hereafter becomes listed on a stock
     exchange, the closing price of Stock as reported on the exchange on
     such day or, if no Shares were traded on the  exchange on such day,
     then on the next preceding day that Stock was traded on such exchange,
     all as reported by such source as the Committee may select.


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2.23 "Full time Employee" means an employee designated by the Company's
     Department as being a "permanent, full time employee" who is eligible
     for all plans and programs of the Company set forth for such employees.
     This designation excludes all part time, temporary, or contract
     employees or consultants to the Company.

2.24 "Incentive Stock Option" or "ISO" means an option to purchase Stock,
     granted under Section 6 herein, which is designated as an incentive
     stock option and is intended to meet the requirements of Section 422A
     of the Code.

2.25 "Key Employee" means an officer or other key employee of the Company or
     its Subsidiaries, who, in the opinion of the Committee, can contribute
     significantly to the growth and profitability of, or perform services
     of major importance to, the Company and its Subsidiaries.

2.26 "Nonqualified Stock Option" or "NQSO" means an option to purchase
     Stock, granted under Article 6 herein, which is not intended to be an
     Incentive Stock Option.

2.27 "Normal Retirement" means the retirement of any Participant at age 65
     or at some earlier date if approved by the Committee.

2.28 "Option" means an Incentive Stock Option or a Nonqualified Stock
     Option.

2.29 "Other Stock Unit Award" means awards of Stock or other awards that are
     valued in whole or in part by reference to, or are otherwise based on,
     Shares or other securities of the Company.

2.30 "Participant" means a Key Employee who has been granted an Award under
     the Plan.

2.31 "Performance Criteria" or "Performance Goals" or "Performance Measures"
     mean the objectives for a Performance Period established by the
     Committee based upon Stockholder Approved Standards, for the purpose of
     determining when an Award subject to such objectives are earned.

2.32 "Performance Award" means a performance based Award, which may be in
     the form of either Performance Shares or Performance Units.

2.33 "Performance Period" means the time period designated by the Committee
     during which performance goals must be met.

2.34 "Performance Share" means an Award, designated as a Performance Share,
     granted to a Participant pursuant to Section 9 herein, the value of
     which is determined, in whole or in part, by the value of Company Stock
     in a manner deemed appropriate by the Committee and described in the
     Agreement.

2.35 "Performance Unit" means an Award, designated as a Performance Unit,
     granted to a Participant pursuant to Section 9 herein, the value of
     which is determined, in whole or in part, by the attainment of pre
     established goals relating to Company financial or operating
     performance as deemed appropriate by the Committee and described in the
     Agreement.


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2.36 "Period of Restriction" means the period during which the transfer of
     Shares of Restricted Stock is restricted, pursuant to Section 8 herein.

2.37 "Person" shall have the meaning ascribed to such term in Section
     3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
     thereof, including a "group" as defined in Section 13(d).

2.38 "Plan" means the First Commercial Corporation 1997 Incentive Stock Plan
     as herein described and as hereafter from time to time amended.

2.39 "Restricted Stock" means an Award of Stock granted to a Participant
     pursuant to Section 8 herein.

2.40 "Restricted Stock Unit" means a fixed or variable dollar denominated
     right to acquire Stock, which may or may not be subject to
     restrictions, contingently awarded under Section 8 of the Plan.

2.41 "Rule 16b 3" means Rule 16b-3 under Section 16(b) of the Exchange Act
     as adopted in Exchange Act Release No. 34 37260 (May 31, 1996), or any
     successor rule as amended from time to time.

2.42 "Section 162(m)" means Section 162(m) of the Code, or any successor
     section under the Code, as amended from time to time and as interpreted
     by final or proposed regulations promulgated thereunder from time to
     time.

2.43 "Securities Act" means the Securities Act of 1933 and the rules and
     regulations promulgated thereunder, or any successor law, as amended
     from time to time.

2.44 "Stock" or "Shares" means the Common Stock of the Company.

2.45 "Stock Appreciation Right" means the right to receive an amount equal
     to the excess of the Fair Market Value of a share of Stock (as
     determined on the date of exercise) over the Exercise Price of a
     related Option or the Fair Market Value of the Stock on the Date of
     Grant of the Stock Appreciation Right.

2.46 "Stock Unit Award" means an award of Common Stock or units granted
     under Section 11.

2.47 "Stockholder Approved Standard" means any pre established objective
     performance goal qualifying under Section 162(m) and approved by the
     shareholders of the Company in accordance with Section 162(m),
     including (a) total stockholder return (Stock price appreciation plus
     dividends), (b) net income, (c) earnings per share, (d) return on
     sales, (e) return on equity, (f) return on assets, (g) increase in the
     market price of Stock or other securities of the Company, (h) the
     performance of the Company in any of the items mentioned in clause (a)
     through (g) in comparison to the average performance of companies
     combined into a Company constructed peer group established before the
     beginning of the performance period.

2.43 "Subsidiary" means a corporation in which the Company owns, either
     directly or through one or more of its Subsidiaries, at least 50% of
     the total combined voting power of all classes of stock.


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Section 3.  Administration

3.1  The Committee.  The Plan shall be administered and interpreted by the 
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Committee which shall have full authority and all powers necessary or 
desirable for such administration.  The express grant in this Plan of any 
specific power to the Committee shall not be construed as limiting any power 
or authority of the Committee.  In its sole and complete discretion the 
Committee may adopt, alter, suspend and repeal any such administrative rules, 
regulations, guidelines, and practices governing the operation of the Plan as 
it shall from time to time deem advisable.  In addition to any other powers 
and, subject to the provisions of the Plan, the Committee shall have the 
following specific powers: (i) to determine the terms and conditions upon 
which the Awards may be made and exercised; (ii) to determine all terms and 
provisions of each Agreement, which need not be identical for types of awards 
nor for the same type of award to different participants; (iii) to construe 
and interpret the Agreements and the Plan; (iv) to establish, amend, or waive 
rules or regulations for the Plan's administration; (v) to accelerate the 
exercisability of any Award, the length of a Performance Period or the 
termination of any Period of Restriction; and (vi) to make all other 
determinations and take all other actions necessary or advisable for the 
administration of the Plan.  The Committee may take action by a meeting in 
person, by unanimous written consent, or by meeting with the assistance of 
communications equipment which allows all Committee members participating in 
the meeting to communicate in either oral or written form.  The Committee may 
seek the assistance or advice of any persons it deems necessary to the proper 
administration of the Plan.

3.2  Selection of Participants.  The Committee shall have sole and complete
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discretion in determining those Key Employees who shall participate in the 
Plan.  The Committee may request recommendations for individual awards from 
the Chief Executive Officer of the Company and may delegate to the Chief 
Executive Officer of the Company the authority to make Awards to Participants 
who are not Executive Officers of the Company, subject to a fixed maximum 
Award amount for such a group and a maximum Award amount for any one 
Participant, as determined by the Committee.  Awards made to the Executive 
Officers shall be determined by the Committee.

3.3  Committee Decisions.  All determinations and decisions made by the
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Committee pursuant to the provisions of the Plan shall be final, conclusive, 
and binding upon all persons, including the Company, its stockholders, 
employees, Participants, and Designated Beneficiaries, except when the terms 
of any sale or award of shares of Stock or any grant of rights or Options 
under the Plan are required by law or by the Articles of Incorporation or 
Bylaws of the Company to be approved by the Company's Board of Directors or 
shareholders prior to any such sale, award or grant.

3.4  Rule 16b 3 Requirements.  Notwithstanding any other provision of the
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Plan, the Committee may impose such conditions on any Award, and the Board 
may amend the Plan in any such respects, as may be required to satisfy the 
requirements of Rule 16b 3 under the Exchange Act, as amended (or any 
successor or similar rule), or Section 162(m) of the Internal Revenue Code.


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3.5  Indemnification of Committee.  In addition to such other rights of
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indemnification as they may have as directors or as members of the Committee, 
the members of the Committee shall be indemnified by the Company against 
reasonable expenses incurred from their administration of the Plan.  Such 
reasonable expenses include, but are not limited to, attorneys' fees, 
actually and reasonably incurred in connection with the defense of any 
action, suit or proceeding, or in connection with any appeal therein, to 
which they or any of them may be a party by reason of any action taken or 
failure to act under or in connection with the Plan or any Award granted or 
made hereunder, and against all amounts reasonably paid by them in settlement 
thereof or paid by them in satisfaction of a judgment in any such action, 
suit or proceeding, if such members acted in good faith and in a manner which 
they believed to be in, and not opposed to, the best interests of the Company 
and its Subsidiaries.

Section 4.  Eligibility

The Committee in its sole and complete discretion shall determine the Key 
Employees, including officers, who shall be eligible for participation under 
the Plan, subject to the following limitations: (i) no non Employee director 
of the Company shall be eligible to participate under the Plan; (ii) no 
member of the Committee shall be eligible to participate under the Plan; 
(iii) no person owning, directly or indirectly, more than 5% of the total 
combined voting power of all classes of stock of the Company shall be 
eligible to participate under the Plan; and (iv) only Full time Employees 
shall be eligible to participate under the Plan.

Section 5.  Shares Subject to the Plan

5.1  Number of Shares.  Subject to adjustment as provided in Section 5.4
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herein, the maximum aggregate number of Shares that may be issued pursuant to 
Awards made under the Plan shall not exceed One Million Two Hundred Thousand 
(1,200,000) Shares of Stock, which may be in any combination of Options; 
Restricted Stock, Restricted Stock Units, Performance Shares, Bonus Shares, 
or any other right or option.  No Participant may receive an Award which 
would cause such Participant to be issued more than 25% of the total number 
of Shares issued over the life of the Plan.  Shares of Stock may be available 
from the authorized, but unissued Shares of Stock or treasury Shares.  Except 
as provided in Sections 5.2 and 5.3 herein, the issuance of Shares in 
connection with the exercise of, or as other payment for, Awards under the 
Plan shall reduce the number of Shares available for future Awards under the 
Plan.

5.2  Lapsed Awards of Forfeited Shares.  In the event that (i) any Option or
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other Award granted under the Plan terminates, expires, or lapses for any 
reason other than exercise of the Award, or (ii) if Shares issued pursuant to 
the Awards are canceled or forfeited for any reason, such Shares subject to 
such Award shall thereafter be again available for grant of an Award under 
the Plan.


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5.3  Delivery of Shares as Payment.  In the event a Participant pays for any
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Option or other Award granted under the Plan through the delivery of 
previously acquired shares of Stock, the number of shares of Stock available 
for Awards under the Plan shall be increased by the number of shares 
surrendered by the Participant, subject to Rule 16b 3 under the Exchange Act 
as interpreted by the Securities and Exchange Commission or its staff.

5.4  Capital Adjustments.  The number and class of Shares subject to each
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outstanding Award, the Option Price and the aggregate number, type and class 
of Shares for which Awards thereafter may be made shall be subject to 
adjustment, if any, as the Committee deems appropriate, based on the 
occurrence of a number of specified and non specified events.  Such specified 
events are discussed herein this Section 5.4, but such discussion is not 
intended to provide an exhaustive list of such events which may necessitate 
such adjustments.

(a)  If the outstanding shares of the Company are increased, decreased
     or exchanged through merger, consolidation, sale of all or
     substantially all of the property of the Company, reorganization,
     recapitalization, reclassification, stock dividend, stock split or
     other distribution in respect to such Shares, for a different number or
     type of Shares, or if additional Shares or new or different Shares are
     distributed with respect to such Share, an appropriate and
     proportionate adjustment shall be made in: (i) the maximum number of
     shares of Stock available for the Plan as provided in Section 5.1
     herein, (ii) the type of shares or other securities available for the
     Plan, (iii) the number of shares of Stock subject to any then
     outstanding Awards under the Plan, and (iv) the price (including
     Exercise Price) for each share of Stock (or other kind of shares or
     securities) subject to then outstanding awards, but without change in
     the aggregate purchase price as to which such Options remain
     exercisable or Restricted Stock releasable.

(b)  In the event other events not specified above in this Section 5.4, such
     as any extraordinary cash dividend, split up, spin off, combination,
     exchange of shares, warrants or rights offering to purchase Common
     Stock, or other similar corporate event, affect the Common Stock such
     that an adjustment is necessary to maintain the benefits or potential
     benefits intended to be provided under this Plan, then the Committee in
     its discretion may make adjustments to any or all of (i) the number and
     type of shares which thereafter may be optioned and sold or awarded or
     made subject to Stock Appreciation Rights under the Plan, (ii) the
     grant, exercise or conversion price of any Award made under the Plan
     thereafter, and (iii) the number and price (including Exercise Price)
     of each share of Stock (or other kind of shares or securities) subject
     to then outstanding awards, but without change in the aggregate
     purchase price as to which such Options remain exercisable or
     Restricted Stock releasable.


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(c)  Any adjustment made by the Committee pursuant to the provisions of this
     Section 5.4, subject to approval by the Board of Directors, shall be
     final, binding and conclusive.  A notice of such adjustment, including
     identification of the event causing such an adjustment, the calculation
     method of such adjustment, and the change in price and the number of
     shares of Stock, or securities, cash or property purchasable subject to
     each Award shall be sent to each Participant.  No fractional interests
     shall be issued under the Plan based on such adjustments.

Section 6.  Stock Options

6.1  Grant of Stock Options.  Subject to the terms and provisions of the
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Plan and applicable law, the Committee, at any time and from time to time, 
may grant Options to Key Employees as it shall determine.  The Committee 
shall have sole and complete discretion in determining the type of Option 
granted, the Option Price (as hereinafter defined), the duration of the 
Option, the number of Shares to which an Option pertains, any conditions 
imposed upon the exercisability of the Options, the conditions under which 
the Option may be terminated and any such other provisions as may be 
warranted to comply with the law or rules of any securities trading system or 
stock exchange.  Each Option grant shall have such specified terms and 
conditions detailed in an Award Agreement.  The Agreement shall specify 
whether the Option is intended to be an Incentive Stock Option within the 
meaning of Section 422A of the Code, or a Nonqualified Stock Option not 
intended to be within the provisions of Section 422A of the Code.  
Notwithstanding the foregoing and any other provision in this Plan or an 
Agreement to the contrary, in the event of a Change in Control, all 
outstanding Options granted pursuant to this Plan which have not previously 
terminated, expired, lapsed or forfeited shall become immediately vested and, 
if they are not yet exercisable pursuant to the terms of the Agreement, shall 
become immediately exercisable.

6.2  Option Price.  The exercise price per share of Stock covered by an
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Option ("Option Price") shall be determined at the time of grant by the 
Committee, subject to the limitation that the Option Price shall not be less 
than 100% of Fair Market Value of the Stock on the Grant Date.

6.3  Exercisability.  Options granted under the Plan shall be exercisable at
--------------------
such times and be subject to such restrictions and conditions as the 
Committee shall determine, which will be specified in the Award Agreement and 
need not be the same for each Participant.  However, no Option granted under 
the Plan may be exercisable until the expiration of at least six months after 
the Grant Date (except that such limitations shall not apply in the case of 
death or disability of the Participant, or a Change in Control of the 
Company), nor after the expiration of ten years from the Grant Date.



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6.4  Method of Exercise.  Options shall be exercised by the delivery of a
------------------------
written notice from the Participant to the Company in the form prescribed by 
the Committee setting forth the number of Shares with respect to which the 
Option is to be exercised, accompanied by full payment for the Shares.  The 
Option price shall be payable to the Company in full in cash, or its 
equivalent, or by delivery of Shares of Stock (not subject to any security 
interest or pledge) valued at Fair Market Value at the time of exercise or by 
a combination of the foregoing.  In addition, at the request of the 
Participant, and subject to applicable laws and regulations, the Company may 
(but shall not be required to) cooperate in a "Cashless Exercise" of the 
Option.  As soon as practicable, after receipt of written notice and payment, 
the Company shall deliver to the Participant, stock certificates in an 
appropriate amount based upon the number of Shares with respect to which the 
option is exercised, issued in the Participant's name.

Section 7.  Stock Appreciation Rights

7.1  Grant of Stock Appreciation Rights.  Subject to the terms and
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provisions of the Plan and applicable law, the Committee, at any time and 
from time to time, may grant freestanding Stock Appreciation Rights, Stock 
Appreciation Rights in tandem with an Option, or Stock Appreciation Rights in 
addition to an Option.  Stock Appreciation Rights granted in tandem with an 
Option or in addition to an Option may be granted at the time of the Option 
or at a later time.  No Stock Appreciation Rights granted under the Plan may 
be exercisable until the expiration of at least six months after the Grant 
Date (except that such limitations shall not apply in the case of death or 
disability of the Participant, or a change in control of the Company), nor 
after the expiration of ten years from the Grant Date.

7.2 Price.  The exercise price of each Stock Appreciation Right shall be
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determined at the time of grant by the Committee, subject to the limitation 
that the grant price shall not be less than 100% of Fair Market Value of the 
Stock on the Grant Date.

7.3  Exercise.  The Participant is entitled to receive an amount equal to
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the excess of the Fair Market Value of a Share over the grant price thereof 
on the date of exercise of the Stock Appreciation Right.

7.4  Payment.  Payment upon exercise of the Stock Appreciation Right shall
-------------
be made in the form of cash, cash installments, Shares of Common Stock, or a 
combination thereof, as determined in the sole and complete discretion of the 
Committee.  However, if any payment in the form of Shares results in a 
fractional share, such payment for the fractional share shall be made in 
cash.



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Section 8.  Restricted Stock and Restricted Stock Units

8.1  Grant of Restricted Stock.  Subject to the terms and provisions of the
-------------------------------
Plan and applicable law, the Committee, at any time and from time to time, 
may grant shares of Restricted Stock and Restricted Stock Units under the 
Plan to such Participants, and in such amounts and for such duration and/or 
consideration as it shall determine.  Participants receiving Restricted Stock 
and Restricted Stock Unit Awards are not required to pay the Company thereof 
(except for applicable tax withholding) other than the rendering of services 
and/or until other considerations are satisfied as determined by the 
Committee at its sole discretion.

8.2  Restricted Stock Agreement.  Each Restricted Stock and Restricted Stock
--------------------------------
Unit grant shall be evidenced by an Agreement that shall specify the Period 
of Restriction; the conditions which must be satisfied prior to removal of 
the restriction; the number of Shares of Restricted Stock granted; and such 
other provisions as the Committee shall determine.  The Committee may 
specify, but is not limited to, the following types of restrictions in the 
Award Agreement: (i) restrictions on acceleration or achievement of terms or 
vesting based on any business or financial goals of the Company, including, 
but not limited to, absolute or relative increases in total shareholder 
return, revenues, sales, net income, or net worth of the Company, any of its 
Subsidiaries, divisions or other areas of the Company; and (ii) any other 
further restrictions that may be advisable under the law, including 
requirements set forth by the Securities Act, any securities trading system 
or stock exchange upon which such Shares under the Plan are listed.

8.3  Nontransferability.  Except as provided in this Section 8, the Shares
------------------------
of Restricted Stock or Restricted Stock Units granted under the Plan may not 
be sold, transferred, pledged, assigned, or otherwise alienated or 
hypothecated until the termination of the applicable Period of Restriction or 
upon earlier satisfaction of other conditions as specified by the Committee 
in its sole discretion and set forth in the Agreement.

8.4  Removal of Restrictions.  Except as otherwise noted in this Section 8,
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Restricted Stock and Restricted Stock Units covered by each Award made under 
the Plan shall be provided and become freely transferable by the Participant 
after the last day of the Period of Restriction and/or upon the satisfaction 
of other conditions as determined by the Committee.  Except as specifically 
provided in this Section 8, the Committee shall have no authority to reduce 
or remove the restrictions or to reduce or remove the Period of Restriction 
without the express consent of the stockholders of the Company.  Any shares 
of Restricted Stock or Restricted Stock Units issued pursuant to this Section 
8, shall provide that the minimum Period of Restrictions shall be three (3) 
years, which Period of Restriction would permit the removal of restrictions 
on no more than one third (1/3) of the shares of Restricted Stock or 
Restricted Stock Units at the end of the first year following the Grant Date, 
and the removal of the restrictions on an additional one third (1/3) of the 
shares at the end of each subsequent year.  In no event shall any 
restrictions be removed from shares of Restricted Stock or Restricted Stock 
Units during the first year following the Grant Date.  If the grant of 
Restricted Stock or Restricted Stock Units is performance based, the total 
Restricted Period for any or all shares or units of Restricted Stock and 
Restricted Stock Units so granted shall be no less than one (1) year.


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8.5  Voting Rights.  During the Period of Restriction, Participants in whose
-------------------
name Restricted Stock is granted under the Plan may exercise full voting 
rights with respect to those shares.

8.6  Dividends and Other Distributions.  During the Period of Restriction,
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Participants in whose name Restricted Stock is granted under the Plan shall 
be entitled to receive all dividends and other distributions paid with 
respect to those Shares.  If any such dividends or distributions are paid in 
Shares, the Shares shall be subject to the same restrictions on 
transferability as the Restricted Stock with respect to which they were 
distributed.

Section 9.  Performance Based Awards

9.1  Grant of Performance Awards.  Subject to the terms and provisions of
---------------------------------
the Plan and applicable law, the Committee at any time and from time to time 
may issue Performance Awards in the form of either Performance Units or 
Performance Shares to Participants subject to the Performance Goals and 
Performance Period as it shall determine.  The Committee shall have complete 
discretion in determining the number and value of Performance Units or 
Performance Shares granted to each Participant.  Participants receiving 
Performance Awards are not required to pay the Company thereof (except for 
applicable tax withholding) other than the rendering of services.

9.2  Value of Performance Awards.  The Committee shall determine the number
---------------------------------
and value of Performance Units or Performance Shares granted to each 
Participant as a Performance Award.  The Committee shall set performance 
goals in its discretion for each Participant who is granted a Performance 
Award.  The extent to which such performance goals are met will determine the 
value of the Performance Unit or Performance Share to the Participant.  Such 
Performance Goals may be particular to a Participant, may relate to the 
performance of the Subsidiary which employs him or her, may be based on the 
division which employees him or her, may be based on the performance of the 
Company generally, or a combination of the foregoing.  The Performance Goals 
may be based on achievement of balance sheet or income statement objectives, 
or any other objectives established by the Committee.  The Performance Goals 
may be absolute in their terms or measured against or in relationship to 
other companies comparably, similarly or otherwise situated.  The terms and 
conditions of each Performance Award will be set forth in an Agreement.

9.3  Settlement of Performance Awards.  After a Performance Period has
--------------------------------------
ended, the holder of a Performance Unit or Performance Share shall be 
entitled to receive the value thereof based on the degree to which the 
Performance Goals established by the Committee and set forth in the Agreement 
have been satisfied.

9.4  Form of Payment.  Payment of the amount to which a Participant shall be
---------------------
entitled upon the settlement of a Performance Award shall be made in cash, 
stock, or a combination thereof as determined by the Committee.  Payment may 
be made in a lump sum or installments as prescribed by the Committee.


<PAGE>

Section 10.  Bonus Stock

Subject to the terms and provisions of the Plan and applicable law, the 
Committee, at any time and from time to time, may award shares of Bonus Stock 
to participants under the Plan without cash consideration.  The Committee 
shall determine and indicate in the related Award Agreement whether such 
shares of Bonus Stock awarded under the Plan shall be unencumbered of any 
restrictions (other than those advisable to comply with law) or shall be 
subject to restrictions and limitations similar to those referred to in 
Section 9.  In the event the Committee assigns any restrictions on the shares 
of Bonus Stock awarded under the Plan, then such shares shall be subject to 
at least the following restrictions:

    (a)  No shares of Bonus Stock may be sold, transferred, pledged,
    assigned or otherwise alienated or hypothecated if such shares are
    subject to restrictions which have not lapsed or have not been vested.

    (b)  If any condition of vesting of the shares of Bonus Stock are not
    met, all such shares  subject to such vesting shall be delivered to the
    Company (in a manner determined by the Committee) within 60 days of the
    failure to meet such conditions without any payment from the Company.

Section 11.  Other Stock Unit Awards

11.1  Grant of Other Stock Unit Awards.  Subject to the terms and provisions
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of the Plan and applicable law, the Committee, at any time and from time to 
time, may issue to Participants, either alone or in addition to other Awards 
made under the Plan, Stock Unit Awards which may be in the form of Stock or 
other securities.  The value of each such Award shall be based, in whole or 
in part, on the value of the underlying Stock or other securities.  The 
Committee, in its sole and complete discretion, may determine that an Award, 
either in the form of a Stock Unit Award under this Section 11 or as an Award 
granted pursuant to Sections 6 through 10, may provide to the Participant (i) 
dividends or dividend equivalents (payable on a current or deferred basis) 
and (ii) cash payments in lieu of or in addition to an Award.  Subject to the 
provisions of the Plan, the Committee in its sole and complete discretion, 
shall determine the terms, restrictions, conditions, vesting requirements, 
and payment rules (all of which are sometimes hereinafter collectively 
referred to as "rules") of the Award.  The Award Agreement shall specify the 
rules of each Award as determined by the Committee.  However, each Stock Unit 
Award need not be subject to identical rules.

11.2  Rules.  The Committee, in its sole and complete discretion, may grant
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a Stock Unit Award subject to the following rules:

    (a)  Stock or other securities issued pursuant to Stock Unit Awards may
    not be sold, transferred, pledged, assigned or otherwise alienated or
    hypothecated by a Participant until the expiration of at least six
    months from the Award Date, except that such limitation shall not apply
    in the case of death or disability of the Participant.  To the extent
    Stock Unit Awards are deemed to be derivative securities within the
    meaning of Rule 16b 3 under the Exchange Act, a Participant's rights
    with respect to such Awards shall not vest or be exercisable until the
    expiration of at least six months from the Award Date.


<PAGE>

    (b)  Stock Unit Awards may require the payment of cash consideration by
    the Participant in receipt of the Award or provide that the Award, and
    any Common Stock or other securities issued in conjunction with the
    Award be delivered without the payment of cash consideration.

    (c)  The Committee, in its sole and complete discretion, may establish
    certain performance criteria that may relate in whole or in part to
    receipt of the Stock Unit Awards.

    (d)  Stock Unit Awards may be subject to a deferred payment schedule
    and/or vesting over a specified employment period.

    (e)  The Committee, in its sole and complete discretion, as a result of
    certain circumstances, may waive or otherwise remove, in whole or in
    part, any restriction or condition imposed on a Stock Unit Award at the
    time of grant.

Section 12.  Special Provisions Applicable to Covered Participants

Awards subject to performance criteria paid to Covered Participants under 
this plan shall be governed by the conditions of this Section 12 in addition 
to the requirements of Sections 8, 9, 10 and 11 above.  Should conditions set 
forth under this Section 12 conflict with the requirements of Sections 8, 9, 
10 and 11, the conditions of this Section 12 shall prevail.

    (a)  All Performance Measures for a relevant Performance Period shall be
    established by the Committee in writing based upon one or more of the
    Stockholder Approved Standards prior to the beginning of the Performance
    Period, or by such other later date for the Performance Period as may be
    permitted under Section 162(m) of the Code.

    (b)  The Performance Measures shall not allow for any discretion by the
    Committee as to an increase in any Award, but discretion to lower an
    Award is permissible.

    (c)  The Award and payment of any Award under this Plan to a Covered
    Participant with respect to a relevant Performance Period shall be
    contingent upon the attainment of the Performance Measures that are
    applicable to such Covered Participant.  The Committee shall certify in
    writing prior to payment any such Award that such applicable Performance
    Measure relating to the Award are satisfied.  Approved minutes of the
    Committee may be used for this purpose.

    (d)  All Awards to Covered Participants under this Plan shall be further
    subject to such other conditions, restrictions, and requirements as the
    Committee may determine to be necessary to carry out the purpose of this
    Section 12.

Section 13.  General Provisions

13.1  Plan Term.  The Plan was adopted on February 18, 1997 by the Board.
----------------
Subject to shareholder approval, the Plan shall be effective on February 18, 
1997; however, no Stock, rights or Options may be sold, awarded or granted 
under the Plan until the Company is in receipt of a Registration Statement 
under the Securities Act covering the shares of Stock to be issued under the 
Plan.  Any Stock, rights, or Options granted under this Plan shall be granted 
subject to stockholder approval of the Plan.


<PAGE>

The Plan terminates February 17, 2007; however, all Awards made prior to, and 
outstanding on such date, shall remain valid in accordance with their terms 
and conditions.

13.2  Withholding.  The Company shall have the right to deduct or withhold,
------------------
or require a Participant to remit to the Company, any taxes required by law 
to be withheld from Awards made under this Plan.  In the event an Award is 
paid in the form of Common Stock, the Committee may require the Participant 
to remit to the Company the amount of any taxes required to be withheld from 
such payment in Common Stock, or, in lieu thereof, the Company may withhold 
(or the Participant may be provided the opportunity to elect to tender) the 
number of shares of Common Stock equal in Fair Market Value to the amount 
required to be withheld.

13.3  Awards.  Each Award granted under the Plan shall be evidenced in a
-------------
corresponding Award Agreement provided in writing to the Participant, which 
shall specify the terms, conditions and any rules applicable to the Award, 
including but not limited to the effect of a Change in Control, or death, 
Disability, Divestiture, Early Retirement, Normal Retirement or other 
termination of employment of the Participant on the Award.  

13.4  Nontransferability.  No Award granted under the Plan may be sold,
-------------------------
transferred, pledged, assigned, or otherwise alienated or hypothecated, 
except by will or the laws of descent and distribution.  Further, no lien, 
obligation, or liability of the Participant may be assigned to any right or 
interest of any Participant in an Award under this Plan.

13.5  Exercisability of Awards.  All rights with respect to Awards granted
-------------------------------
to a Participant under the Plan shall be exercisable during his or her 
lifetime only by such Participant or his or her guardian or legal 
representative.

13.6  No Right to Employment.  No granting of an Award shall be construed as
-----------------------------
a right to employment with the Company.

13.7  Rights as Shareholder.  Subject to the Award provisions, no
----------------------------
Participant or Designated Beneficiary shall be deemed a shareholder of the 
Company nor have any rights as such with respect to any shares of Common 
Stock to be provided under the Plan until he or she has become the holder of 
such shares.  Notwithstanding the aforementioned, with respect to stock 
granted under a Restricted Stock Agreement under this Plan, the Participant 
or Designated Beneficiary of such Award shall be deemed the owner of such 
shares provided herein and in the related Agreement of any Restricted Stock 
Award, Restricted Stock Unit Award, Bonus Stock Award or Option Stock Award.  
As such, unless contrary to the provisions herein or in any such related 
Award Agreement, such stockholder shall be entitled to full voting, dividend 
and distribution rights as provided any other Company stockholder for as long 
as the Participant remains the owner of such stock.


<PAGE>

13.8  Amendment of Plan.  The Committee or Board of Directors may amend,
------------------------
suspend, or terminate the Plan or any portion thereof at any time, provided 
such amendment is made with shareholder approval if such approval is 
necessary to comply with any tax or regulatory requirement, including for 
these purposes any approval requirement which is a requirement for exemptive 
relief under Section 16(b) of the Exchange Act or which is a requirement for 
the performance-based compensation exception under Section 162(m) of the 
Code.  The Committee in its discretion may amend the Plan so as to conform 
with local rules and regulations subject to any provisions to the contrary 
specified herein.

13.9  Amendment of Award.  In its sole and complete discretion, the
-------------------------
Committee may at any time amend any Award for the following reasons: (i) 
additions and/or changes to the Code, any federal or state securities law, or 
other law or regulations applicable to the Award, are made prior to the Date 
of Grant, and such additions and/or changes have some effect on the Award; or 
(ii) any other event not described in clause (i) occurs and the Participant 
gives his or her consent to such amendment.

13.10  Exemption from Computation of Compensation for Other Purposes.  By
---------------------------------------------------------------------
acceptance of an applicable Award under this Plan, subject to the conditions 
of such Award, each Participant shall be considered in agreement that all 
shares of Stock sold or awarded and all Options granted under this Plan shall 
be considered special incentive compensation and will be exempt from 
inclusion as "wages" or "salary" in pension, retirement, life insurance, and 
other employee benefits arrangements of the Company, except as determined 
otherwise by the Company.  In addition, each Designated Beneficiary of a 
deceased Participant shall be in agreement that all such Awards or grants 
will be exempt from inclusion in "wages" or "salary" for purposes of 
calculating benefits of any life insurance coverage sponsored by the Company.

13.11  Legend.  In its sole and complete discretion, the Committee may elect
--------------
to legend certificates representing shares of Stock sold or awarded under the 
Plan, to make appropriate references to the restrictions imposed on such 
shares.

13.12  Certain Participants.  All Award Agreements for Participants subject
----------------------------
to Section 16(b) of the Exchange Act shall be deemed to include any such 
additional terms, conditions, limitations and provisions as Rule 16b 3 
requires, unless the Committee in its discretion determines that any such 
Award should not be governed by Rule 16b 3.  All performance-based Awards 
shall be deemed to include any such additional terms, conditions, limitations 
and provisions as are necessary to comply with the performance-based 
compensation exemption of Section 162(m) of the Code, unless the Committee in 
its discretion determines that any such Award to an Executive Officer is not 
intended to qualify for the exemption for performance-based compensation 
under Section 162(m).


<PAGE>

13.13  Restriction on Awards.  In the event a Participant has received a
-----------------------------
hardship distribution from a Company plan which is qualified under Section 
401 (a) of the Code with a Section 401(k) cash or deferred arrangement that 
permits hardship withdrawals, then, as proscribed under the Code or by the 
Internal Revenue Services' interpretation of the Code, such Participant must 
cease all elective and employee contributions under the Plan for twelve 
months following the hardship distribution.

13.14 Change in Control.  In the event of a Change in Control, the Committee
------------------------
may, in its sole and complete discretion, accelerate the payment or vesting 
of any Award and release any restrictions on any Awards.

13.15  Construction of the Plan.  The Plan, and its rules, rights,
--------------------------------
agreements and regulations, shall be governed, construed, interpreted and 
administered solely in accordance with the laws of the state of Arkansas. If 
the event any provision of the Plan shall be held invalid, illegal or 
unenforceable, in whole or in part, for any reason, such determination shall 
not affect the validity, legality or enforceability of any remaining 
provision, portion of provision or Plan overall, which shall remain in full 
force and effect as if the Plan had been absent the invalid, illegal or 
unenforceable provision or portion thereof.