EXHIBIT 10.10

 
                  FOURTH FINANCIAL CORPORATION

          1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN





          1.   Purpose.  The purposes of this l993 Non-Employee
Directors Stock Option Plan (the "Plan") are:  (1) to provide for
the fair compensation of non-employee Directors of the Company and
its subsidiaries, (2) to encourage ownership in the Common Stock of
Fourth Financial Corporation (the "Company") by non-employee
Directors of the Company and its subsidiaries, (3) to provide an
additional incentive for them to continue in the service of the
Company and its subsidiaries, so as to promote the success of the
Company's business.  It is anticipated that the Plan will assist
the Company in attracting and retaining non-employee Directors who
are capable of making valuable contributions to the long-term
success of the Company and its subsidiaries.


          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 500,000 shares of the Company's
Common Stock, par value $5.00 per share ("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.  All non-employee
Directors of the Company and its subsidiaries ("Non-Employee
Directors") are eligible for, and shall automatically participate
in, the Plan.  A Director of the Company who is an employee of the
Company, or of a subsidiary thereof, shall not be eligible to
receive an Option under the Plan nor shall advisory directors be
eligible to participate in the Plan.  A Non-Employee Director who
shall have been granted an Option under the Plan may be granted one
or more additional Options if such Director continues to be
eligible to receive 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.


          4.   Annual Grant of Options and Option Prices. 

               (a)  Each year on the first Monday following the
Company's Annual Meeting of Stockholders, every Non-Employee
Director of the Company who is eligible to receive options under
the Plan shall automatically be granted an option to purchase 2,000
shares of the Company's Common Stock and each Non-Employee Director
of a subsidiary who is eligible to receive options under the Plan
shall automatically be granted an option to purchase 1,000 shares
of the Company's Common Stock.


               (b)  The purchase price of the Common Stock covered
by each Option shall be the higher of (i) the mean between the
reported bid and asked prices of the Common Stock on the date the
Option is granted as reported on the NASDAQ National Market
quotation system or (ii) the price of the last sale of Common Stock
on such date as so reported. 


               (c)  If, on what would otherwise be a day on which
Options would be granted, the General Counsel of the Company, in
his or her sole discretion, determines that the Company is in
possession of material, undisclosed information about the Company
which would prohibit the Company from issuing securities without
making a disclosure thereof, then the annual grant of Options shall
be deferred until the second day after public dissemination of such
information, and the price and option period shall be determined by
reference to such later date.


               (d)  If Common Stock is not publicly traded on any
date a grant would otherwise be awarded, then the grant shall be
made the next day thereafter on which Common Stock is so traded.  


          5.   Term of Options.  Except as is otherwise provided in
Section 8 hereof, an Option shall expire at 5:00 P.M., Central time
on the date which is ten years after the date such Option is
granted.


          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.  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.  The Company shall have the right to
require, prior to the issuance or delivery of any stock
certificates, payment by an optionee of any taxes or other moneys
required by law with respect to the issuance or delivery of shares
of Common Stock.  The holder of an Option shall not have any of the
rights of a stockholder with respect to the shares covered by his
or her 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 optionee only by the optionee.  No Option or interest therein
may be transferred, assigned, pledged, or hypothecated by an
optionee during his or her lifetime, by operation of law or
otherwise, or be made subject to execution, attachment, or similar
process.


          8.   Termination of Service.  All rights of a Non-
Employee Director in an Option, to the extent it has not been
exercised, shall terminate three months after the date that such
Non-Employee Director ceases to be a Non-Employee Director, except
in the case of the Non-Employee Director's termination of service
on account of death or disability.  In the case of termination by
reason of disability, such rights shall terminate twelve months
from the date of termination of service.  In the event of the death
of the optionee, the unexercised portion of such Option may be
exercised at any time within twelve months.  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.  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 Directors
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.  An
amendment revising the price, date of exercise, option period, or
number of shares which are the subject of an Option shall not be
made more frequently than every six months unless necessary to
comply with the Internal Revenue Code of 1986, as amended, or with
the Employer Retirement Income Security Act of 1974, as amended. 
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.  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.


        12.    Effective Date of the Plan.  The Plan shall be
effective from the date of its approval by the stockholders of the
Company.


        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.  Compliance with SEC Regulations.  It is the
Company's intent that this Plan comply in all respects with Rule
16b-3 of the Securities Exchange Act of 1934, as amended, and any
successor thereto.  If any provision of this Plan is found not to
be in compliance with such Rule, the provisions thereof shall be
null and void. All grants and exercises of Options under this Plan
shall be made and executed in compliance with the provisions of
Section 16 of the Securities Exchange Act of 1934, as amended, and
any regulations promulgated thereunder.


          16.  No Right to Continued Service.  Nothing in the Plan
or in any agreement entered into pursuant to the Plan shall confer
upon any Non-Employee Director any right to continued service as
director of the Company or any subsidiary or affect any right of
the Company or a subsidiary, acting through their Boards of
Directors or stockholders to remove any Non-Employee Director.


          17.  Kansas Law Governs.  To the extent not otherwise
preempted, the laws of Kansas shall govern the resolution of all
questions and disputes which arise with respect to this Plan.