EXHIBIT 10.08

                  FOURTH FINANCIAL CORPORATION

                1993 INCENTIVE STOCK OPTION PLAN





          1.   Purpose.  The purpose of this l993 Incentive Stock
Option Plan (the "Plan") is to encourage ownership in the Common
Stock of Fourth Financial Corporation (the "Company") by key
personnel of the Company and its subsidiaries and to provide an
additional incentive for them to continue in the employ of the
Company and its subsidiaries and to promote the success of the
Company's business.


          2.   Stock Subject to the Plan.  The maximum number of
shares which may be issued upon exercise of Options granted under
the Plan ("Options") shall be 1,000,000 shares of Common Stock, par
value $5.00 per share, of the Company ("Common Stock").  Such
shares may be either issued shares of Common Stock which shall have
been reacquired by the Company or authorized but unissued shares of
Common Stock as the Board of Directors of the Company (the "Board")
shall from time to time determine.  If any outstanding Option under
the Plan for any reason expires or is terminated without having
been exercised in full, the shares allocable to the unexercised
portion of such Option shall again become available for option
pursuant to the Plan.


          3.   Participation in the Plan.  (a) Options may be
granted only to employees (including officers) of the Company or of
any subsidiary of the Company who shall be selected as provided in
Section ll hereof.  A director of the Company or of a subsidiary
who shall not at the time also be an employee of the Company or of
a subsidiary thereof shall not be eligible to receive an Option
under the Plan.  An employee who shall have been granted an Option
under the Plan may be granted one or more additional Options.  The
term "subsidiary" as used in this Plan means a bank or other
corporation more than 50% of the voting stock of which shall at the
time be owned directly or indirectly by the Company.


               (b)  No Option shall be granted to an individual who
owns Common Stock possessing more than ten percent of the total
combined voting power of all classes of common stock of the Company
or of its parent or subsidiary corporations.


               (c)  To the extent the aggregate fair market value
(determined as of the time the Option is granted) of the Common
Stock for which any employee may be granted Options which are
exercisable for the first time by such employee during any calendar
year under the Plan and any other "Incentive Stock Option Plan"
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), of the Company and its parent and
subsidiary corporations exceeds $100,000, such Options shall be
treated as Options which are not incentive stock options.  Nothing
in this Plan shall be construed to give anyone the right to be
granted an Option, and neither the Plan nor the granting of an
Option or the taking of any other action under the Plan shall
constitute or be any evidence of any agreement or understanding,
express or implied, that the Company or any of its subsidiaries
will employ an Option holder for any period of time or in any
position or at any particular rate of compensation.


          4.   Option Prices.  The purchase price of the Common
Stock covered by each Option shall be not less than l00% of the
fair market value of the Common Stock at the time of granting the
Option.  Such fair market value shall be determined by the Board
(or any committee to which the Board shall have delegated pursuant
to Section ll hereof power in that regard) but shall not be less
than the mean between the reported bid and asked prices of the
Common Stock on the date the Option is granted as reported by the
NASDAQ quotation system.  Notwithstanding the foregoing, the price
at which Options may be exercised shall in all events be determined
in a manner consistent with any regulations that may hereafter be
promulgated from time to time by the Internal Revenue Service with
respect to Section 422 of the Code.


          5.   Term of Options.  The term of each Option shall be
not more than ten years from the date of granting thereof and may
be less than ten years.  Each Option shall be subject to earlier
termination as herein provided.


          6.   Exercise of Options.  An Option may be exercised in
accordance with its terms at any time or from time to time after
the granting thereof and the approval of this Plan by the
stockholders of the Company in accordance with Paragraph l2 of the
Plan.  The purchase price of the shares purchased upon exercise of
an Option shall be paid in full in cash at the time of the
exercise, but the Board of Directors may (but shall not be required
to) determine that shares may be purchased in whole or in part upon
the exercise of Options with Common Stock of the Company.  The
Board of Directors may (but shall not be required to) permit the
payment for Common Stock purchased under the Plan by means of a
loan from the Company or from one of its subsidiaries for all or a
portion of the purchase price, upon such terms and conditions as
the Board may from time to time determine.  Except as provided in
Paragraph 8 hereof, an Option may not be exercised in whole or in
part unless the holder thereof shall then be an employee of the
Company or of a subsidiary of the Company.  The holder of an Option
shall not have any of the rights of a stockholder with respect to
the shares covered by his Option until and except to the extent
that the Option shall have been duly exercised.


          7.   Nontransferability of Options.  An Option shall not
be transferable otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of
the employee only by him.  No Option or interest therein may be
transferred, assigned, pledged, or hypothecated by the Optionee
during his lifetime, by operation of law or otherwise, or be made
subject to execution, attachment, or similar process.


          8.   Termination of Employment.  All rights of an
employee in an Option, to the extent it has not been exercised,
shall terminate upon the death of the employee (except as
hereinafter provided) or the termination of his employment for any
reason other than disability or retirement because of age.  In the
case of termination by reason of disability, such rights shall
terminate twelve months from the date of termination of employment
and, in the case of retirement, three months from the date thereof.

An Option shall not be affected by any temporary change of duties
or position of the holder or any temporary leave of absence granted
to him by the employing corporation.  In the event of the death of
the holder of an Option prior to termination of employment for any
other reason, the unexercised portion of such Option may be
exercised at any time within twelve months from the date of the
holder's death, by his executor, administrator, personal
representative, or other person who has acquired the right to
exercise the Option by bequest or inheritance, but in no event may
any Option be exercised after the expiration of the terms of the
Option as set forth in Paragraph 5 of this Plan.


          9.   Adjustments Upon Changes in Capitalization. 
Notwithstanding any other provisions of this Plan, in the event of
any change in the outstanding Common Stock of the Company by reason
of a stock dividend, stock split, merger, consolidation, splitup,
combination or exchange of shares, reorganization, liquidation, or
the like, the aggregate number and class of shares of Common Stock
available under the Plan and the number and class of shares subject
to each outstanding Option and the option prices shall be
appropriately adjusted by the Board, whose determination shall be
conclusive.


        10.    Termination and Amendment of the Plan.  Unless the
Plan shall be previously terminated as hereinafter provided, no
Option shall be granted under the Plan after ten years from the
date the Plan is adopted by the Board of Directors.  The Board of
Directors may at any time prior to that date suspend or terminate
the Plan and shall have the right to alter or amend the Plan or any
part thereof at any time and from time to time as it may deem
proper and in the best interest of the Company and to alter or
amend the Plan in order that Options granted under the Plan shall
qualify as "Incentive Stock Options" under Section 422 of the Code
or qualify under similar or successor provisions of the Code as
amended from time to time, or conform with any change in applicable
law or regulations or rulings of administrative agencies.  Any
termination, suspension, alteration or amendment of the Plan
effected pursuant to this Paragraph l0 may be made by the Board of
Directors without further action on the part of the stockholders of
the Company; provided, that no such termination, suspension,
alteration, or amendment shall (a) impair, without the consent of
the Option holder, any Option theretofore granted to him under the
Plan or deprive him of any Common Stock which he may have acquired
under the Plan, or (b) unless approved by the stockholders of the
Company, (i) increase the total number of shares of Common Stock
which may be purchased under the Plan except as provided in
Paragraph 9 hereof, (ii) extend the time during which Options may
be granted under the Plan, (iii) change the class of employees
eligible to receive Options under the Plan, or (iv) change the
manner of determining the Option price except to change the manner
of determining the fair market value of the Common Stock.  Any
Option outstanding at the time of termination of the Plan shall
remain in effect subject to the provisions of this Plan until the
Option shall have been exercised or shall have expired.


        11.    Administration of Plan.  (a)  The Plan shall be
administered under the general direction and control of the Board
of Directors which may from time to time issue orders or adopt
resolutions not inconsistent with the provisions of the Plan, to
interpret the provisions and supervise the administration of the
Plan.  Subject to the provisions of the Plan, the Board of
Directors shall have the plenary authority, in its discretion, to
determine the time or times at which, and the employees of the
Company and its subsidiaries to whom, Options shall be granted, the
purchase price, and the number of shares of Common Stock to be
covered by each Option, and when each Option may be exercised.


               (b)  The Board of Directors shall appoint a
committee (the "Committee") consisting of not fewer than three
directors, none of whom shall be officers of the Company or
eligible to participate in the Plan while members of the Committee,
and who shall serve at the pleasure of the Board.  The Board of
Directors may, from time to time, remove members from or add
members to the Committee and shall fill all vacancies on the
Committee.  The Board of Directors may delegate to the Committee
full power and authority to take any action required or permitted
to be taken by the Board of Directors under the Plan, except that
the Committee shall not have the power to terminate, suspend,
alter, or amend the Plan.  The Options granted by such Committee
may contain such terms and provisions as the Committee, in its
discretion, deems desirable and appropriate, provided, however,
that such additional terms shall not be inconsistent with any
provision of the Plan or cause the Plan or the Options granted
thereunder not to be classified as an Incentive Stock Option Plan
and/or an Incentive Stock Option.


               (c)  A majority of the Committee shall constitute a
quorum, and the action of a majority of the members present at any
meeting at which a quorum is present, or action authorized or
approved in writing by a majority of the Committee, shall be deemed
the action of the Committee.


        12.    Effective Date of the Plan.  The Plan shall be
effective from the date of its adoption by the Board of Directors,
and Options may be granted immediately after such adoption, but no
Option may be exercised under the Plan unless and until the Plan
has been approved by the stockholders of the Company at a meeting
held within twelve months after the date of such adoption.  The
Plan shall terminate if it is not approved by the stockholders of
the Company within twelve months from the date of its adoption by
the Board of Directors.


        13.    Government and Other Regulations. The obligations of
the Company to sell and deliver shares of Common Stock shall be
subject to all applicable laws, rules and regulations and such
approvals by any governmental agencies as may be required,
including, without limitation, the effectiveness of a registration
statement under the Securities Act of l933, as deemed necessary or
appropriate by counsel for the Company.


        14.    Nonexclusivity of the Plan.  Neither the adoption of
the Plan by the Board of Directors nor the submission of the Plan
for approval of the stockholders of the Company shall be construed
as creating any limitations on the power of the Board of Directors
to adopt such other incentive arrangements as it may deem
desirable, including without limitation, the granting of stock
options otherwise than under the Plan.


        15.    Merger; Change of Control.  (a) If the Company shall
be the surviving or resulting corporation in any merger or
consolidation, each then outstanding Option granted hereunder shall
pertain to and apply to the same number and type of shares of stock
which a holder of the same number of shares of Common Stock subject
to such Option was entitled to receive by reason of such merger or
consolidation.


               (b)  The holder of an Option granted hereunder shall
have the right to exercise such Option, in whole or in part, (i)
during the period beginning with the commencement of a tender offer
or exchange offer (other than a tender offer or exchange offer by
the Company) which by its terms could result in a Change of Control
of the Company and ending ten days after the first purchase of
stock pursuant to such tender offer or exchange offer, (ii) during
the 30-day period following a Change of Control of the Company, and
(iii) during the 30-day period commencing on the date of approval
by the stockholders of the Company of an agreement of merger or
reorganization of the Company in which the Company will not survive
as an independent, publicly-owned corporation, or of a plan of
dissolution or disposition of substantially all of the assets of
the Company.


               (c)  At any time after the occurrence of a Change of
Control, the Company shall have the right to cancel all outstanding
Options granted hereunder by making cash payment to each holder of
a then outstanding Option, with respect to each share of Common
Stock covered by such Option, of the difference between the
greatest per share amount of cash (and the fair market value of any
other form of consideration) paid to the public stockholders of the
Company in the transaction or transactions resulting in the Change
of Control and the amount of cash that would have been paid by the
Option holder to exercise such Option.  The Company may not
exercise any rights under this subparagraph (c) if the effect of
such exercise would be to subject an Option holder to any liability
under Section 16 of the Securities Exchange Act of 1934, as
amended.


               (d)  "Change of Control" means the acquisition by
any person, entity, or group (as such term is defined in the
Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission adopted
thereunder) of Common Stock in a transaction or series of
transactions that results in such person, entity, or group owning
beneficially 50% or more of the outstanding Common Stock; provided,
that a merger or consolidation of the Company with or into another
corporation shall not be deemed to be a Change of Control if, by
reason of such merger or consolidation, the holders of Common Stock
receive in exchange for their shares of Common Stock voting common
stock of the surviving or resulting corporation that is registered
under the Securities Exchange Act of 1934, as amended, and is
either a security listed for trading on a national securities
exchange or a security for which bid and asked quotations are
reported in an automated quotations system operated by a national
securities association.