EXHIBIT 2.2


December 7, 1994



W. Grant Gregory, Chairman of the Board
Standard Bancorporation, Inc.
375 Park Avenue, Suite 307
New York, New York  10152

Dear Mr. Gregory:

This letter reflects the amendments we have agreed upon to
the Agreement and Plan of Reorganization dated as of
September 2, 1994, among Fourth Financial Corporation,
Standard Bancorporation, Inc. ("SBI"), and all the
stockholders of SBI (the "Agreement").

We have agreed:

1.  that the definition of the term "Exchange Ratio" in
    Section 1.1 of the Agreement is amended to read in its
    entirety as follows:

      "Exchange Ratio" means (a) if the Closing occurs on or
      before February 15, 1995, in the case of SBI Class A
      Common Stock, 53.9974; in the case of SBI Class B
      Common Stock, 53.9971; and in the case of SBI
      Preferred Stock, 3.4487; and (b) if the Closing occurs
      after February 15, 1995, in the case of SBI Class A
      Common Stock, 54.4654; in the case of SBI Class B
      Common Stock, 54.4654; and in the case of SBI
      Preferred Stock, 3.4786.

2.  that if the Closing occurs after February 15, 1995,
    conforming changes to the exchange ratios set forth in
    Section 4(b) of the Agreement and Articles of Merger
    (Exhibit "A" to the Agreement) shall be made at Closing.

3.  that Section 2.5.a.(2) of the Agreement is amended to
    read in its entirety as follows:

      (2)  At the Effective Time, upon consummation of the
      Merger, each issued and outstanding share of SBI Class
      A Common Stock, SBI Class B Common Stock, and SBI
      Preferred Stock shall cease to be an issued and
      existing share, and each share (and all rights to
      receive accrued preferred stock dividends) shall
      automatically be converted into and exchanged solely
      for that number of shares of Fourth Stock equal to the
      appropriate Exchange Ratio for such class of stock. 
      If the Closing occurs on or before February 15, 1995,
      a maximum of 315,000 shares of Fourth Stock will be
      issued in connection with the Merger, with 126,354
      shares of Fourth Stock being allocated for the
      conversion and exchange of SBI Class A Common Stock,
      168,471 shares of Fourth Stock being allocated for the
      conversion and exchange of SBI Class B Common Stock,
      and 20,175 shares of Fourth Stock being allocated for
      the conversion and exchange of SBI Preferred Stock. 
      If the Closing occurs after February 15, 1995, a
      maximum of 317,730 shares of Fourth Stock will be
      issued in connection with the Merger, with 127,449
      shares of Fourth Stock being allocated for the
      conversion and exchange of SBI Class A Common Stock,
      169,932 shares of Fourth Stock being allocated for the
      conversion and exchange of SBI Class B Common Stock,
      and 20,349 shares of Fourth Stock being allocated for
      the conversion and exchange of SBI Preferred Stock. 
      No holder of SBI Preferred Stock shall have any right
      to receive any dividend on any of the SBI Preferred
      Stock.

4.  that the last sentence of Section 7.1 of the Agreement
    is amended by deleting therefrom "January 31, 1995" and
    substituting therefor "February 28, 1995".

In all other respects the Agreement remains unchanged and
fully effective.

If this letter accurately reflects the terms of our
agreement, please so indicate by signing the enclosed copy
on behalf of SBI and in your individual capacity as a
stockholder of SBI, obtain the signatures of the other
stockholders of SBI, and return it to us at your earliest
convenience.  Thank you for your cooperation.

FOURTH FINANCIAL CORPORATION


by ___________________________
   Darrell G. Knudson
   Chairman of the Board



The terms of the foregoing letter are agreed to and
accepted as of December ___, 1994.

STANDARD BANCORPORATION, INC.


by ___________________________
   W. Grant Gregory
   Chairman of the Board


______________________________
W. Grant Gregory


______________________________
Charles M. Harper


______________________________
Chris J. Murphy


______________________________
James Stuart


The Stuart Kansas City Limited Partnership


by ___________________________
   James Stuart, III
   General Partner


Southwest Company


by ___________________________
   James Gregory
   President